Bylaws
Bylaws of The Aesthetic Surgery Education & Research Foundation
Amended and restated December 6, 2023
Approved by the Membership February 2024
Name
1.1 Name. The name of this organization shall be the "AESTHETIC SURGERY EDUCATION & RESEARCH FOUNDATION” (“The Foundation”).
Mission
2.1 Mission. The mission of The Foundation [incorporated on April 8, 1993, in the state of California as a not-for-profit charity meeting the criteria of IRC Section 501(c)(3)] is to improve the safety and effectiveness of aesthetic surgery and medicine.
Membership and Donors
3.1. General Qualifications and Categories. The membership of The Foundation shall consist of individuals who are certified or board-eligible by the American Board of Plastic Surgery (ABPS) or certified in plastic surgery by the Royal College of Physicians and Surgeons of Canada and members or Candidates/Associates in good standing of either the American Society of Plastic Surgeons or The American Society for Aesthetic Plastic Surgery. An individual outside of the United States and Canada must be an Active Member of their country’s national plastic surgery society (which must be a society acceptable to The Aesthetic Foundation's Board of Directors) or an Active Member of the International Society of Aesthetic Plastic Surgery (ISAPS). Members must also support the stated mission of this organization and agree to abide by The Foundation's Bylaws and policies, including its Conflict of Interest Policy. Membership will not be restricted on the basis of race, religion, color, sex, age, or creed. Categories of membership shall consist of: (a) Charter and (b) Active. Final membership approval shall be at the discretion of the Board of Directors.
3.2 Specific Qualifications for Membership.
3.2.1 Charter. Charter members are those individuals who provided the initial contributions to The Foundation and its programs prior to April 1, 1994. No additional Charter members shall be added. Charter members shall enjoy all the rights and privileges of Active membership.
3.2.2 Active. Active member status in The Foundation is available to individuals, eligible under 3.1 above, who wish to participate in The Foundation's activities and programs, pay the required annual membership dues as determined by the Board of Directors, and agree to abide with The Foundation's Bylaws. Active members shall enjoy all privileges of membership including the right to vote and hold office.
3.2.3 President’s Circle. The President’s Circle is for individuals who have donated $50,000 in cash or $100,000.00 as a planned gift (amount to be re-evaluated every five (5) years) or more to The Foundation. These individuals may receive additional benefits as determined by the Board of Directors.
3.2.4 Donors. Donors, including individuals and organizations, are welcome and need not be plastic surgeons, but shall not be entitled to any of the privileges of membership, including the right to hold office, vote, or display The Foundation logo.
Foundation Officers
4.1 Officers. The Foundation shall have the following officers: President, President-Elect, Vice President, Secretary, and Treasurer. The officers shall perform such duties as are incident to their respective offices or as may be assigned by the Board of Directors.
4.2 Election and Term of Office. Officers shall be Charter, Active, or President’s Circle members elected at the Annual Business Meeting of the membership by a majority vote of the Active members present and shall serve to the end of their term or until their successors shall have been duly elected. The President, President-Elect and Vice President shall serve for a term of one (1) year. The Secretary and Treasurer will serve terms of two (2) years and their terms will be staggered to maintain continuity.
4.3 Vacancies. Vacancies in any elected or appointed office, other than the office of the President, may be filled for the balance of the term by the Board of Directors at any regular or special meeting. The office of President shall be filled by the President-Elect in the event of a vacancy.
4.4 Annual Reports. All officers shall report to the President as to the activities, actions and programs conducted by their office during the year, at least thirty (30) days prior to The Foundation’s annual meeting of the membership.
Board of Directors
5.1 Powers. The governing body of The Foundation shall be the Board of Directors which shall supervise, control, and manage the affairs of The Foundation. The Board shall supervise the activities of all standing committees, and of all officers, agents, and employees of The Foundation. It shall receive reports at such times as may be required, but not less than annually, from the chairman of each standing committee and each officer, employee, and agent subject to its supervision.
5.2 Number, Election and Qualifications of Directors. The Board of Directors will consist of the following sixteen (16) voting members:
5.2.1 All six (6) officers of The Foundation (President, President-Elect, Vice President, Treasurer, Secretary, and Immediate Past President, who is also a Trustee).
5.2.2 Three (3) officers of the American Society for Aesthetic Plastic Surgery, Inc. (President, President-Elect, and Vice President);
5.2.3 Seven (7) Directors, two of whom may be lay members of the Board.
5.2.4 Directors shall be elected at each Annual Business Meeting of the membership. The physician Directors will serve terms of two (2) years and their terms will be staggered to maintain continuity.
5.3 Meetings. A regular meeting of the Board of Directors shall be held not less than annually, and such annual meetings shall be held in conjunction with the annual meeting of the members. Special meetings may be called by the President or upon the written request of any three (3) voting members of the Board. Notice of such special meetings shall be given not less than five (5) days before the meeting.
5.4 Quorum and Voting. More than fifty percent (50%) of the voting Board will constitute a quorum for the transaction of business, and the action of a majority of the members present and voting at a meeting at which a quorum is present shall constitute a valid action of the Board. Voting may be by any method appropriate to the meeting venues selected by the meeting leaders(s), including, but not limited to, voice, show of hands, written ballot, or electronic acceptance, including e-mail and any later developed technological methods of communication.
5.5 Consent Calendar. The consent calendar procedure shall be an acceptable method for presenting relatively non-controversial or informational reports as a group for vote by the Board of Directors. Any items placed on the consent calendar shall have been circulated in full text at least ten (10) days in advance, with a summary and recommendations as indicated. Any voting member may request removal of any item from the consent calendar, for separate discussion and action.
5.6 Vacancies. Vacancies in any elected or appointed office, other than the office of President and the President-Elect, may be filled for the balance of the term by the Board of Directors at any meeting. The office of President will be filled by the then-incumbent President-Elect, and the office of President-Elect will be filled by a vote of the membership.
Trustees
6.1 Composition. The Trustees shall consist of five (5) members of The Foundation, each of whom must be a past elected officer of The Foundation. The three (3) most immediate Past Presidents willing and able to serve shall automatically be Trustees. The other two (2) shall be elected by the membership. The most immediate Past President serving as a Trustee shall be the Chairman.
6.2 Election, Term and Re-election. At each annual meeting of The Foundation, one (1) Trustee shall be elected to serve a two (2) year term. Interim appointments for vacancies may be made by the Board of Directors, but all such vacancies, and partial or unexpired terms, shall be filled by election at the annual Business Meeting of The Foundation, except as provided by automatic appointment of a Past President. Any Trustee who has served a full two (2) year term shall be ineligible to succeed as Trustee until at least one (1) year has elapsed between terms.
6.3 The Trustees shall act as advisors to the officers and Directors of The Foundation. The Trustees will also act with the Board of Directors as the appellate body for any appeals of adverse disciplinary decisions.
Membership Meetings
7.1 Annual Meeting. The annual meeting of the membership of The Foundation shall be held at such time and place as the Board of Directors shall determine. The purpose of each annual meeting shall be in writing, shall set forth the place, date and hour of the meeting, and shall be signed by the Secretary and be communicated to each voting member at least fifteen (15) days before the time appointed for the meeting.
7.2 Special Meetings. Special meetings of the membership of The Foundation shall be called by the President upon the written request of that number of Active members of The Foundation which constitutes a quorum, as defined in Section 7.3, or upon the request of three (3) voting members of the Board of Directors. The request for a special meeting shall specify the particular business for which said meeting is to be called. Notice of all special meetings, together with a statement of the business to be transacted at such meeting, shall be communicated not less than fifteen (15) days before the appointed time of each meeting.
7.3 Quorum. A quorum, consisting of not less than ten percent (10%) of the Active members of The Foundation entitled to vote, either present in person or by proxy, shall be necessary for the transaction of business at all annual and special meetings.
7.4 Voting. Voting may be any method appropriate to the meeting venue, including, but not limited to, voice, show of hands, written ballot, or electronic acceptance, including e-mail and any later developed technological methods of communication.
Standing Committees
8.1 Standing Committees. The Foundation shall have the following standing committees: Executive, Nominating, Scientific Research, Innovative Procedures, Fund Development, and Bylaws, and these Committees shall perform such duties as may be assigned by the Board of Directors.
8.1.1 Executive. The Executive Committee shall consist of the elected officers of The Foundation, the Immediate Past President of The Foundation, and The Aesthetic Society President. The duties of the committee shall be, upon the call of the President, to consider and act upon such matters that may arise between meetings of the Board of Directors and that may require a decision before such meetings. Any action considered and taken by the Executive Committee shall be recorded in minutes and presented to the Board of Directors for ratification.
8.1.2 Nominating. The Nominating Committee will select applicants for the various elective offices and other elected positions on the Board of Directors for submission to the Membership not less than fifteen (15) days prior to the annual Business Meeting. The Nominating Committee will consist of Nine (9) Active Aesthetic Society members: one (1) member will be appointed by The Aesthetic Society President-Elect; two (2) members will be the two (2) most recent Society Past Presidents after they complete their term on the Board as Immediate Past President; one (1) member who has just completed their term as Immediate Past President of The Foundation; one (1) member appointed by The Foundation Board of Directors; and four (4) members elected by The Society Membership at the annual Business Meeting. The President of the Society will designate the chair. Members of the Committee will serve one (1) year terms, except for the members who are the most recent Society Past Presidents. The latter members will serve two (2) year terms which will be staggered in order to provide continuity in the Committee. Voting members of the current Aesthetic Society or Foundation Boards of Directors will not serve on this committee. One (1) alternate member will also be elected by the Membership at the annual business meeting, or any meeting called for this purpose. The alternate will audit meetings of the Committee, will be non-voting, and their presence will not contribute toward a quorum. In the event that a member-at-large resigns or is permanently unable to fulfill their obligation, then the alternate will be elevated to committee member, with full power to vote and contribute toward a quorum. For the Nominating Committee, a quorum is defined as seven (7) voting members present.
8.1.3 Scientific Research. The Scientific Research Committee shall consist of as many members as the President deems advisable, shall serve a one (1) year term, and the President shall designate the chair or co-chairs. There shall be no limit on the number of terms a member may serve, and the President shall attempt to maintain continuity of membership in the appointments. The function of the committee shall be to evaluate applications for grants and basic and clinic research and recommend approval to the Board of Directors for funding of qualified grants and to advise the Board on topics that warrant directed research.
8.1.4 Innovative Procedures. The Innovative Procedures Committee shall consist of as many members as the President deems advisable, shall serve a one (1) year term, and the President shall designate the chair. There shall be no limit on the numbers of terms a member may serve, and the President shall attempt to maintain continuity of membership in the appointments. The function of the committee shall be to investigate and report on the safety and efficacy of new aesthetic surgical procedures, techniques, and devices to the membership.
8.1.5 Fund Development. The Fund Development Committee shall consist of as many members as the President deems advisable, shall serve a one (1) year term, and the President shall designate the chair. There shall be no limit on the numbers of terms a member may serve, and the President shall attempt to maintain continuity of membership in the appointments. The function of the committee shall be to research and create new revenue streams to meet the needs of The Foundation’s Mission.
8.1.6 Bylaws. The Bylaws Committee shall consist of as many members as the President deems advisable, each of whom shall serve a one (1) year term, and the President shall designate the chair. There shall be no limit on the numbers of terms a member may serve, and the president shall attempt to maintain continuity of membership in the appointments. The function of the committee shall be to periodically review the bylaws and to recommend amendments to ensure that they remain current and properly reflect the growth and development of The Foundation.
8.2 Special Committees. The President, with the approval of the Board of Directors, shall appoint such other committees, sub-committees, commissions, or task forces as may be necessary to carry out the purposes of The Foundation. Such ad hoc bodies shall work in conjunction with and, be responsible to, the Standing Committee to which they may be assigned by the President.
8.3 Resignation and Vacancies. Committee members may resign by giving written notice to the President or the Secretary. Unless otherwise provided by these Bylaws, vacancies occurring between Annual Meetings shall be filled by the officer making the original appointment, or by the Board of Directors if originally elected by either the Board of Directors or the membership.
Finance and Dues
9.1 Fiscal Year. The fiscal year of The Foundation shall be from July 1 to June 30.
9.2 Dues and Assessments. Dues for all classes of membership and assessments, if any, will be established by the Board of Directors. Amounts will be reviewed annually by the Board and changes may be made at the Board of Directors' discretion.
9.3 Payment of Dues and Assessments. Any member delinquent for more than thirty (30) days will be subject to being dropped from the rolls of The Foundation and forfeit all privileges of membership in The Foundation.
9.4 Budget. Within Ninety (90) days following the end of each fiscal period, the Treasurer shall submit a financial report for the previous fiscal period to the Board of Directors, along with recommendations, if any, for their consideration. Prior to the interim meeting of the Board of Directors, the Treasurer shall submit recommendations for a budget for the next fiscal period to the Board of Directors. After considering this information, the Board of Directors shall adopt an operating budget for the next fiscal period.
9.5 Audit. The accounts of The Foundation shall be audited by an independent Certified Public Accountant when deemed appropriate by the Board of Directors.
Administrative Services
10.1 Administrative Services. The American Society for Aesthetic Plastic Surgery, Inc., will provide the administrative services necessary to coordinate The Foundation's policies, meetings, communications, activities, programs, commitments, and relationships, as well as whatever other functions and needs the Officers and Board of Directors deems necessary. The Chief Executive Officer of the American Society for Aesthetic Plastic Surgery has the overall supervision of The Foundation’s administration, including its personnel, services, and functions. The CEO is directly responsible to the Officers and Board of Directors of the Society and of The Foundation to determine its space, equipment, and personnel needs. The tenure of the Chief Executive Officer will be determined by contract with The Aesthetic Society Board of Directors.
Logo
11.1 Logo. The use of the Official Seal/Logo and name of The Foundation or any identifiable portion thereof is specifically limited to the official documents of The Foundation and its express licensees under the direction of the President and the Secretary and to the advertising, publications, and website(s) of members of The Foundation. The Seal/Logo may not be used in connection with personal items without the express permission of The Foundation. Any use of the Official Seal/Logo by any non-member or donor without The Foundation's express permission is expressly prohibited.
Voting
12.1 Voting. Official votes of The Foundation, either among committees, commissions, the Board of Directors and other groups, including ad hoc bodies, or of the membership at large, either during the annual Business Meeting or at any other time, can be conducted by voice, paper, mail, electronic, or any other mechanism as determined by the Board of Directors, so long as any mandated advance notice is provided and an appropriate quorum is present.
Amendments
13.1 Amendments. The Bylaws may be amended or repealed or new Bylaws adopted by a three- quarters (3⁄4), vote of the members present and voting at the any meeting of the Board of Directors. Proposed changes may be initiated by any voting member or by the Board of Directors at least 30 days prior to any Board meeting. All proposed changes initiated by a voting board member shall be submitted, electronically or in writing, to the Secretary for recommendations to the Board of Directors. Any amendment approved by the Board of Directors may be rescinded or amended by the membership at the Annual Member Business Meeting immediately following adoption of the amendment.
Indemnification
14.1 Indemnification. The Foundation will indemnify any agent of The Foundation to the fullest extent permitted by law, including but not limited to, California Corporation Code Section 317 and any amendments thereto, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connections with any proceeding, as that term is used in that Section, providing such person had no reasonable cause to believe their conduct was unlawful. The Foundation may purchase insurance to protect itself against liabilities and expenses, but doing so will not invalidate any policy conditions otherwise limiting coverage.