ARTICLE I: Name and Location

Section 1.

The name of this organization shall be "THE AMERICAN SOCIETY FOR RECONSTRUCTIVE MICROSURGERY".

Section 2.

The offices of the Society shall be in a location selected by the Executive Council of the Society.

ARTICLE II: Purposes

The purposes of the Society shall be:

Section 1.

"To promote, encourage, foster, and advance the art and science of microsurgical and other complex reconstructions."

Section 2.

To establish a forum for teaching, research and free discussion of reconstructive microsurgical methods and principles among the members.

ARTICLE III: Restrictions

Section 1.

The Society shall be a Corporation, not for profit, and exclusively for scientific purposes within the meaning of Section 501 (c)(3). No part of the net earnings of the Corporation shall innure to the benefit of any individual and no substantial part of the activities of the Corporation shall be utilized in the carrying on of propaganda or otherwise attempting to influence legislation.

Furthermore, the corporation will not participate and/or intervene in any political campaign on behalf of any candidate for public office.

or any material prepared by the Society or others for use in activity under sponsorship, co-sponsorship or other auspices of the Society, the following disclaimer shall be prominently displayed:

The views expressed and the subject material presented in the course of any activities sponsored by The American Society for Reconstructive Microsurgery including lectures, seminars, instructional courses, or otherwise, represent the personal views of the individual participants and do not represent the opinion of the American Society for Reconstructive Microsurgery. The Society assumes no responsibility for such views or materials, or implied, for the content of any Society sponsored presentations. Further, the Society hereby acknowledges that while its broad purpose is to promote the development and exchange of knowledge pertaining to the practice of Microsurgery, it does so only in the context of a private forum without making any representation to the public whatsoever. Accordingly, the Society declares that its primary purpose is to benefit only its physician members, and responsibility of the society for acts or omissions of Society members dealing with the public is hereby expressly disclaimed."

ARTICLE IV: Membership

Section 1.

Membership in the Society shall be at the invitation of the Society. Membership is a privilege and not a right. No person shall be elected or remain a member of the society unless he or she is of good moral character and adheres to the ethical principles of the American Medical Association.

There will be the following classes of membership:

1. Founding Members
2. Active Members
3. Associate Members
4. Corresponding Members
5. Honorary Members
6. Emeritus Members
7. Senior Members
8. Candidate Members

Section 2. Founding Members.

The "Founding Council" has selected an initial group of individuals who, because of their qualifications and achievements, were elected to Founding Membership during the first official meeting of the Society held in Atlanta, Georgia, February 4, 1984.

Section 3. Active Members

A. Qualifications: Active Members

1. Shall be Board certified or equivalent certified
2. May hold citizenship in any country.
3. Have documented evidence of training in Reconstructive and/or Microneurovascular Surgery.
4. Should demonstrate documented evidence of either:
   1. continuing practice in clinical Reconstructive Microneurovascular surgery and other complex reconstructions or
   2. continuing involvement for the majority of their working time in research into and teaching of, microneurovascular surgery.
5. It is recommended that candidates have published or presented papers in recognized forums or publications on Microneurovascular topics.
6. Must have attended at least one meeting of the ASRM prior to application.

B. Application procedure for Active Members:

1. Candidates for active membership must be proposed by one active member in good standing, endorsed by two active members in good standing. One of these sponsors should be from the candidate's local area.

C. Rights and privileges of Active Members:

1. After election to active membership, and after payment of any entrance fees, dues or assessments, active members shall have all the rights and privileges of the Society.
2. They may attend scientific meetings and social functions.
3. All members may vote and serve on committees of the society. Those members who are citizens of the United States or Canada may be eligible to hold office.
4. Failure to pay dues for two (2) consecutive years shall result in termination of membership,

Section 4. Associate Members

A. Qualifications: Associate Members.

1. Shall be non-physicians.
2. Shall reside in the United States or Canada.
3. Shall be individuals involved in reconstructive and/or microneurovascular surgery through teaching, research, or patient care.
4. Must have attended at least one meeting of the ASRM prior to application.

B. Application Procedure.

1. Are to be proposed and sponsored in the same manner as Active Members.

C. Rights and Privileges of Associate Members.

1. May attend scientific meetings and social functions.
2. May serve on committees.
3. Cannot vote or hold office.
4. Failure to pay dues for two (2) consecutive years shall result in termination of membership.

Section 5. Corresponding Members.

Corresponding membership is an honor for Microneurovascular and Reconstructive Surgeons who reside and practice in countries other than the United States or Canada. They shall be individuals who have contributed to the understanding and/or treatment of Microneurovascular and/or complex reconstructive problems.

A. Qualifications: Corresponding Members.

1. Shall be physicians residing outside the United States and Canada.
2. Shall be individuals who are Board certified or have appropriate specialty qualifications in their own country.
3. Have shown a continued interest and practice in Reconstructive and/or Microneurovascular Surgery.
4. Must have attended at least one meeting of the American Society for Reconstructive Microsurgery prior to application.

B. Application Procedure.

1. Must be sponsored by (1) Active Member and endorsed by two (2) additional Active or Corresponding Members in good standing.

C. Rights and privileges of Corresponding members.

1. Shall have the rights and privileges of the Society but may not hold office.
2. Shall pay the required entrance fee and annual Corresponding Membership dues.
3. Shall be required to pay registration fees for meetings they attend.

Section 6. Honorary Membership.

Honorary membership may be conferred upon physicians or scientists who have achieved eminence in the field or Reconstructive Microneurovascular Surgery and who have made exceptional contributions to the Art and Science related to this field. There shall be no citizenship or residence requirements.

A . Rights and Privileges of Honorary Membership.

Honorary members shall enjoy the rights and privileges of the Society. They are not required to attend meetings or pay dues, and they cannot vote, sit on committees or hold office in the Society. 

Section 7. Election of Members.

A. Active, Associate or Corresponding Members.

1. Completed membership applications will be reviewed by the Membership Committee, and candidates will be submitted to the Executive Council
2. The Committee report, after approval by the Executive Council, will be submitted to the membership at the Annual Business Meeting. A three-quarter (3/4) affirmative vote of the ballots returned shall elect.
3. An active member may not sponsor more than three (3) candidates for active or associate membership and one (1) candidate for Corresponding membership in any one year.

B. Honorary Members.

Honorary members shall be nominated by the Executive Council and elected by a three-quarter (3/4) affirmative vote of the voting members present at the annual business meeting.

Section 8. Notification of Membership.

A. All new members shall be sent a certificate of membership signed by the President and Secretary and a copy of the Bylaws of the Society.
B. Notification of election should be sent by mail both to the applicant and to the sponsors after the Annual Business Meeting of their election.

Section 9. Emeritus Membership.

A. Qualifications: Emeritus Membership.

Previous active members of ASRM, who are still in practice, but who have scaled down their clinical or research involvement and who continue to maintain an active interest in microneurovascular surgery and complex reconstruction and will act as ambassadors for the Society.

B. Rights and Privileges.

1. Shall have rights and privileges of the Society and be able to vote and sit on committees
2. Shall pay registration fees for the annual meeting when in attendance
3. Shall not be required to pay annual dues

Section 10. Senior Membership and/or Inactive.

A. Qualifications: Senior Membership.

1. Shall be a physician/surgeon presently retired from active practice.
2. Or, has reached the age of 65 or over.
3. Shall demonstrate continued interest in Reconstructive and/or Microneurovascular Surgery.

B. Rights and Privileges.

1. Shall have rights and privileges of the Society but may not vote or hold office.
2. Shall pay required entrance fee for the annual meeting when in attendance.
3. Shall not be required to pay annual dues.

Section 11. Candidate Membership

A. Qualifications: Candidate Membership.

1. Shall express an interest in microsurgery and/or complex reconstruction.
2. Applicants must be enrolled in or completed a residency program that includes training in microsurgery and/or complex reconstruction. 
3. Candidate members must apply for Active membership status within one year of board certification otherwise there will be a loss of membership.

B. Application Procedure.

1. Are to be proposed and sponsored by an active or associate member.

C. Rights and Privileges for Candidate Membership.

1. May attend scientific meetings and social functions.
2. May not serve on committees.
3. May not vote or hold office.
4. This category is valid for five (5) years.

ARTICLE V: Officers and Duties

Section 1. Officers

The officers of the society shall be the President, President-Elect, Vice President, Secretary, Treasurer, Treasurer-Elect and Historian. The term of office shall commence coincident with the close of the annual scientific meeting of the officer’s election, and end at the close of the next annual scientific meeting.

Section 2. Election of Officers.

1. A term of office shall begin at the close of the scientific meeting and last until the end of the next scientific meeting.
2. No member may serve two (2) consecutive one year terms in the same office except the Secretary, Treasurer, Treasurer-Elect and Historian.
3. The Secretary and Treasurer may serve the same office for not more than two (2) consecutive terms.
4. At the business meeting, a candidate shall be nominated by the Nominating Committee for each office. Additional nominations may be made from the floor.
5. Election of officers shall be by ballot of the voting members in attendance at the business meeting and a majority shall elect.
6. In the event of death, resignation or incapacity of the President-Elect, Vice-President, Secretary or Treasurer, the Nominating Committee, which was elected at the last annual meeting, shall be reconvened to select a nominee for the vacant office. The Executive Council shall be empowered to elect the nominee to office.
7. In the event of death, resignation, or incapacity of an Executive Council Member-At-Large, the Executive Council shall be empowered to appoint a replacement to serve until the next annual business meeting. 

Section 3. Duties of the Officers.

A. The President.

1. Shall be responsible for the scientific and business affairs of the Society.
2. Shall appoint all committee chairmen and committee members with the approval of the Executive Council, not otherwise provided for in these Bylaws.
3. Shall oversee and coordinate all the activities of the scientific meeting.
4. Shall preside at all Executive Council meetings.
5. Shall serve ex-officio on all committees.
6. Shall endorse all financial statements and forward them to the Treasurer for payment.
7. Shall be empowered to act for the Society in the event of any contingency not covered in these Bylaws.

B. The President-Elect.

1. The President-Elect shall perform all duties incident to the office and shall automatically succeed to the Presidency upon expiration of the President's term. In the event that the office of the President becomes vacant for any reason before the end of that President's term, the President-Elect shall succeed to the office of President. In such circumstance, that individual will serve both the unexpired term and the term for which he was originally elected.
2. Shall preside at the meetings of the Society or Executive Council in the absence or upon the request of the President.
3. Shall succeed to the Presidency at the close of the annual meeting the year following election to the office of President-Elect.

C. The Vice President.

1. The Vice President shall perform all duties incident to the office and any other duties prescribed by Executive Council.
2. If the President or President-Elect are absent or unable to act, the Vice President shall perform all duties and exercise all powers of the President.
3. The term of office is one (1) year.

D. Secretary.

1. The Secretary shall manage all the communicative affairs of the Society and keep a record of the proceedings of all Society and Executive Council meetings.
2. Shall keep a roster of members of the Society and a record of membership attendance at the annual meetings.
3. Shall present a business report of the Society's activities to the membership at the business meeting.
4. Shall send out notices of meetings to Society members and shall conduct such other correspondence that may be requested by the President or the Executive Council.
5. Shall notify all committee members of their appointments.
6. Shall notify candidates of the election to membership.
7. Shall prepare and distribute certificates of membership and a copy of the Society Bylaws to all new members.
8. Shall serve a term of one (1) year and is eligible to serve one additional term.

E. The Treasurer.

1. The Treasurer will oversee the society’s treasury.
2. Fiscal Year will be considered: January 1 - December 31.
3. Shall oversee payment of bills and accounting for the Society.
4. Shall keep a record of dues paying members and shall notify the Executive Council of those delinquent in payment of dues.
5. Shall present an annual financial report to the membership at each business meeting.
6. Shall have the accounts of the Society audited at the conclusion of the Treasurer's year in office. (i.e. at the end of the fiscal year).
7. The term of office shall close at the end of the fiscal year, namely, December 31st of the first year of tenure of his/her successor.
8. The Treasurer may serve a term of two (2) years.

F. Treasurer-Elect

1. May serve for two (2) years.
2. Shall assist the Treasurer throughout the term of office.
3. Shall assist the Treasurer in his/her duties and perform such duties as the Treasurer may assign.
4. Shall attend all meetings of the Executive Council
5. Shall be a member of the Finance Committee.
6. Shall automatically succeed to the office of Treasurer upon expiration of the Treasurer’s term or the Treasurer’s departure from office.
7. In the event that the Treasurer-Elect position becomes vacant before the end of the term, the Executive Council will appoint a new Treasurer-Elect
8. Shall be nominated by the Nominating Committee. Additional nomination for this position may be made from the floor.
9. Must be elected to the position by the voting members in attendance at the business meeting
10. Office shall commence one (1) year prior to the termination of the Treasurer’s tenure.

G. The Historian

1. The Historian shall keep all records and information pertaining to the history of the American Society for Reconstructive Microsurgery to include the following:
   • Date and location of all functions of the Society
   • Annual record of all officers, Executive Council members, and Committee members of the Society
   • Annual record of all new and current active members, associate members, corresponding members, honorary members, senior members, candidate members, retired members, deceased members, resigned members.
   • Annual record of scientific program including names, cities, countries of contributing participants, paper abstracts, courses presented, invited lecturers, founding lecturers, meeting attendance figures and demographics
   • Annual record of Godina Fellowship and Lecture summary
   • Annual summary of activities of the Society including deliberations of the various committees and the Executive Council and its officers including an interview with the immediate past-president.
2. Shall prepare and preserve an historical account of the American Society for Reconstructive Microsurgery.
3. Shall prepare and submit to the Executive Council a written history of the American Society for Reconstructive Microsurgery covering his/ her term of office.
4. Shall prepare and submit to the Executive Council a one year written history of the American Society for Reconstructive Microsurgery not covering his/ her term of office and not previously documented. (This duty will expire when the entire history of the American Society for Reconstructive Microsurgery is brought up to date)
5. Shall serve a term of one year and is eligible to serve a second term of one year

ARTICLE VI: The Executive Council

Section 1. Composition

The Executive Council shall consist of the Officers of the Society, the Immediate Past President and four Council Members at Large.

Section 2. Council Members at Large

There shall be four (4) Council Members-At-Large. All Council Members-At-Large shall be Active Members. Each Council Member-At-Large shall serve a term of two (2) years. Two (2) Council Members shall be titled Junior Council Members-At-Large and must have been active members for less than five years prior to assuming office. Two (2) Council Members shall be titled Senior Council Members-At-Large and must have been active members for at least five years prior to assuming office. If a Council Member-At-large terminates office prior to the end of the two year tenure, the Executive Committee shall appoint a replacement to serve the remainder of that Council Member-At-Large's term.

1. Duties
   • Shall attend all meetings of the Executive Council
   • Shall vote on all issues brought forth before the Executive Council
   • Shall perform specific duties assigned by the President
2. Election of Council Member-at-Large
   • One (1) Junior Council Member-At-Large and one Senior Council Member-At-Large shall be voted on at each Annual Business meeting.
   • The Senior Council Member-At-Large and Junior Council Member-At-Large shall be nominated by the Nominating Committee. Additional nominations for this position may be made from the floor.
   • Nominations for the Junior Council Member-At-Large shall be made from the floor.
   • The Junior and Senior Council Members-At-Large must be elected to their respective positions by the voting members in attendance at the business meeting.

Section 3. Duties of the Executive Council.

• The Executive Council shall serve as the governing body of the Society and shall consider all its activities and determine its policies.
• The Executive Council shall receive and consider the reports of committees and review their activities.
• The Executive Council shall recommend to the membership future sites of annual scientific meetings.
• The Executive Council shall be empowered to accept, reject or defer any application for membership in the Society.
• The Executive Council shall have fiduciary responsibility to the Society.

Section 4. Council Quorum

A majority of the voting members of the Executive Council shall constitute a quorum.

ARTICLE VII: Committees

Section 1. Standing Committees.

A. Program Committee.

1. Composition.
   1. This Committee shall consist of not less than four and not more than eight (8) Active Members.
   2. Length of term is one (1) year.
   3. Members are eligible to serve three (3) consecutive terms.
   4. The Chairman of the Committee is appointed by the President.
   5. Length of term of the Chairman is one year.
   6. The immediate past Chairman of the Program Committee should be an ex-officio member of this Committee.
   7. The committee members will be appointed by the Program Committee Chair with the approval of the President.
2. Duties.
   1. This Committee shall be responsible for the format and content of the annual scientific program.  

B. Membership Committee.

1. Composition.
   
   This Committee shall consist of five (5) Active Members.
   1. The President-Elect shall serve as Chairman for a term of one year.
   2. The President shall appoint two members.
   3. Two additional members shall be nominated and elected by the membership at the Annual Business Meeting.
   4. The length of term is one year.
   5. Members of the Committee may not serve for more than two (2) consecutive terms.
   6. The Vice President shall serve as an ex-officio of this committee.
2. Duties.
   1. This Committee shall consider all applications for membership.
   2. They shall recommend candidates for Active, Associate, Corresponding and Honorary membership.
   3. They shall circulate the names of the proposed members to the Active Membership of the Society at least thirty (30) days prior to the annual business meeting.

C. Nominating Committee.

1. Composition.
   1. This Committee shall consist of five (5) active members.
   2. The Chairman shall be the Immediate Past-President.
   3. Two members shall be appointed by the President with the Executive Council approval.
   4. The remaining two members shall be nominated and elected by the membership during the business meeting.
   5. The length of term is one year.
   6. Members of the Committee may not serve for more than two consecutive terms.
   7. No previous Chairman of this Committee is eligible for reelection.
2. Duties.
   The Nominating Committee shall prepare a single slate of nominees for the following offices and positions and shall report their recommendations to the Executive Council and, after being approved by Executive Council, to the Annual Business Meeting of the Society.
   1. President-Elect
   2. Vice President
   3. Secretary
   4. Treasurer-Elect
   5. One Active Member-At-Large: Senior Council Member-At-Large
   6. One Active Member-At-Large: Junior Council Member-At-Large

In the preparation of this slate of nominees, the Nominating Committee will receive the following initial briefing material for deliberations:

1. A tabulated list of names and recommended offices submitted by the Society leadership
   and membership
2. A tabulated summary of the suggested nominees’ experience in the Society including
   positions held as committee members and chairs
3. Elected positions in other related organizations and leadership positions in regional
   societies (information solicited from the suggested nominee)
4. Summary of the attendance record from the Society

The Nominating Committee shall formally solicit input from a cross section of the membership-at-large and input from the leadership of the Society. The Nominating Committee procedure shall include at least one face-to-face or conference call meeting of the entire Committee to develop the preliminary list of candidates. Each candidate will be required to make a commitment to serve and shall submit a report to the Nominating Committee on his/her contributions to the Society including their vision for the future of the Society to aid in the selection process.

The Chair of the Nominating Committee will produce a final report to be presented to the Executive Council. The report will include the Committee’s perception of the leadership needs of the Society, the process the Committee utilized, the sources of input to the Committee, and the reasons for selecting each nominated candidate. The Chair will notify any incumbent officer who is not re-nominated and provide an explanation for the decision.

The Chair will present the slate to the Executive Council before the annual business meeting for approval and will answer any questions on the selection process. The Executive Council may choose to accept or decline one or more of the slate of nominated candidates. If a candidate is not approved by the Executive Council, the Nominating Committee will have the opportunity to re-convene for selection of further candidates for the slate of nominated leadership. The final slate of candidates will then be presented to the annual business meeting at the Society with the option of additional nominees to be made by the membership as provided for in the by-laws.

D. Bylaws Committee

1. Composition
   
   1. This Committee shall consist of at least three (3) active members.
   2. The Chairman shall be appointed by the President for a term of one year
   3. Two addition members shall be appointed by the President
   4. The length of term is two (2) years.
   5. Each member may serve two (2) consecutive terms.
      
2. Duties
   
   1. This Committee shall review and consider all recommended changes of the Bylaws suggested by the Executive Council or by members of the Society.
   2. This Committee shall review the Bylaws annually and make recommendations for their change to the Executive Council.
   3. This Committee shall review annually the Procedure Manual of the Society and include all changes in the activities of the Society between the annual meetings.

E. Audit

1. Composition
   
   1. This Committee shall consist of  three active members
   2. The Chair shall be appointed by President for a term of two (2) years, and is eligible for one re-election.
   3. The two (2) remaining committee members shall be nominated and elected by the membership during the annual business meeting for a non-renewable term of two (2) years
      
2. Duties
   
   1. This Committee will review the audit of the Society on an annual basis and report to the Executive Council and to the members at the annual business meeting of the Society.

F. Finance Committee

1. Composition
   
   1. This Committee shall consist of three active members
   2. The Chairman shall be the President-Elect.
   3. One active member shall be the Treasurer-Elect.
   4. One additional non-Executive Council member shall be appointed by the President for a one year, non-renewal term
   5. The Treasurer shall be an ex-officio member.
      
2. Duties
   
   1. This Committee shall prepare an annual budget and submit it to the Executive Council and the members at the annual business meeting.
   2. This Committee shall advise the Executive Council regarding financial matters.

G. Technical Exhibits Committee

1. Composition
   
   1. This Committee shall consist of at least three (3) active members
   2. The Chairman shall be appointed by the President of two (2) years.
   3. At least two (2) additional members shall be appointed by the President.
   4. The length of term is two (2) years.
   5. Each member is eligible for one additional term of two (2) years.
      
2. Duties.
   
   1. This Committee shall administer all matters related to technical exhibitors at the annual scientific meeting.

H. Clinical Guidelines and Outcomes Studies Committee

1. Composition
   
   1. This Committee shall consist of two (2) to four (4) active members
   2. The Chairman shall be appointed by the President for a term of two (2) years.
   3. The additional committee members shall be appointed by the President for terms of two (2) years.
   4. Members are eligible to server three (3) consecutive two (2) year terms.
      
2. Duties
   
   1. This Committee shall prepare clinical guidelines on specific microsurgical procedures as directed by the Executive Council and the President. 
   2. This Committee shall define the essential criteria for conducting Outcomes Research on specific clinical procedures as directed by the President and the Executive Council. 

I. Education Committee

1. Composition
   
   1. This Committee shall consist of two (2) to four (4) active members
   2. The Chairman shall be appointed by the President for a term is one year
   3. The remaining Committee members shall be appointed by the President for terms of one year.
   4. Members are eligible to serve three (3) consecutive terms.
      
2. Duties
   
   1. This Committee shall be responsible for establishing the educational goals for the Society.

J. Electronic Communications Committee

1. Composition
   
   1. This Committee shall consist of four (4) active members appointed by the President.
   2. The length of term is three years.
   3. Committee members may not serve more than three terms.
   4. The Chairman shall be appointed by the President
   5. The length of the Chairman's term is two terms.
   6. The Chairman may serve as ex-officio for one term.
      
2. Duties
   
   1. The committee shall maintain and up-date the ASRM Web Site.
   2. The committee shall evaluate and determine the content and direction of the Web Site and its services upon approval of the Executive Committee.

K. CPT/RUC Committee

1. Composition
   
   1. This Committee shall consist of six (6) active members.
   2. The length of term is three years.
   3. Committee members may not serve more than three terms.
   4. The Chairman shall be appointed by the President.
   5. The length of the Chairman's term is two terms.
   6. The Chairman may serve as ex-officio for one term.
   7. The committee members shall be appointed by the Chairman with approval of the President.
      
2. Duties
   
   1. The committee shall create new CPT codes as needed.
   2. They shall edit existing CPT codes as needed.
   3. They shall present changes of CPT nomenclature to the AMA CPT Editorial Panel.
   4. They shall conduct surveys to determine relative values for new CPT codes.
   5. The committee is responsible for presenting the results of surveys to the AMA/RUC/PEAC.
   6. The committee shall assist ASRM members with coding questions.

L. The ASRM Endowment Committee

1. Composition

1. This Committee shall consist of eight (8) members of ASRM including active and senior or retired members, two non-physicians from the community, an endowment counselor, and legal counsel.
2. All members are appointed by the Executive Council which shall review recommendations from the active membership, the President, the committee chair, and other interested parties.
3. The length of term is three (3) years
4. Members may serve two consecutive terms
5. The Chairman shall be appointed by the President for a term of two years.
6. The Chairman may serve two consecutive terms.

2. Duties

1. The Committee shall engage in the active solicitation of donations for the Endowment
2. They shall collect the monies donated and invest the monies in an interest bearing account.
3. The Committee shall disburse monies for purposes defined in the Charter of the Endowment.
4. The Committee shall prepare semi-annual reports for presentation to the Executive Council and the Active membership.

1. During its first two years, the committee shall forge a charter which defines its purpose and goals which will be reviewed and approved by the Executive Council and the Active Membership.

M. Godina Fellowship Selection Committee

1. Composition
   
   This committee shall consist of five (5) members to include the President-Elect who shall serve as Chair, the President, a Ljubljana representative to be selected by the President, a committee member nominated from the floor at the Annual Business Meeting, and the previous Godina Fellow.
   1. The length of term is one (1) year
      
2. Duties
   
   1. The committee shall solicit applications for the Godina Fellowship from the Active Membership
   2. The committee shall evaluate the applications for fellowship and select a recipient. Deliberations will be based upon the following:
      1. A candidate must be an active member of the ASRM
      2. A candidate's demonstrated clinical and investigative contributions in Reconstructive Microsurgery
      3. A candidate's dedication and commitment to promoting excellence in microsurgical care
      4. A candidate's leadership potential in Reconstructive Microsurgery.
      5. A candidates submission of at least three letters of recommendation attesting to the candidate's character and achievements from members of ASRM or the World Microsurgery Society
      6. A candidate's successful completion surgical residency/fellowship leading to the acquisition of competency of reconstructive microsurgery
      7. A candidate's age at the time of appointment, should reflect the spirit of Godina's youth.
   3. The committee shall select the Godina Fellowship recipient at least sixty (60) days prior to the Annual Meeting, present their selection at the out-going Executive Council Meeting, and announce it at the Annual Meeting.
   4. The committee shall be responsible for all communications to applicants and recipients of the Godina Fellowship.
   5. The committee shall evaluate and approve the winning recipient's travel itinerary, and thereby the expenses costs for the fellow's travel costs, room and board. The expense cap for the Godina Fellowship should be set yearly by the Executive Council but shall not exceed $10,000.

Section 2. Ad Hoc Committees

1. Composition
   
   1. The Executive Council may from time to time establish such special ad hoc committees as are necessary and appropriate to carry out the purposes of the Society. The composition, size, duration, purposes and power of any such committees shall be as determined by the Executive Council. The President shall make all appointments to such committees.

ARTICLE VIII: Meetings

Section 1.

A scientific meeting shall be held annually.

Section 2.

The Executive Council will recommend meeting locations to the membership for approval.

Section 3.

The annual meeting should be for a minimum of two days in duration including the business meeting. At least one business meeting shall be held during the meeting.

Section 4.

A quorum for the annual business meeting shall be defined at 10% of the active members.

Section 5.

Parliamentary Procedure All Meetings of the Society shall be conducted according to these Bylaws and parliamentary procedures as contained in Robert's Rules of Order.

Section 6.

The Annual Scientific Meeting may be attended by members and all other individuals interested in the advancement of Reconstructive surgery and who have paid the registration fee for that meeting.

Section 7.

Suggested Order of Business for the Annual Business Meeting.

1. Report of the Secretary
2. Report of minutes of Executive Council
3. Report of the Treasurer
4. Committee reports.
5. Report of the Membership Committee
6. Election of members
7. Unfinished business
8. New business
9. Report of the Nominating Committee
10. Election of Officers
11. Election of Executive Council Members at Large
12. Election of members to Membership Committee
13. Election of members to Nominating Committee
14. Introduction of President and President-Elect
15. Adjournment

ARTICLE IX: Dues and Fees

Section 1.

The entrance fee for new members shall be determined by the Executive Council.

Section 2.

Annual dues for members and the method of payment shall be determined by the action of the Executive Council.

Section 3.

The Treasurer shall notify those members whose dues are delinquent by registered mail, at his/her last known address, three (3) months and six (6) months after the first day of the fiscal year. Membership shall cease automatically if dues are delinquent twelve(12) months after the first day of the fiscal year, unless specifically extended by a simple majority vote of the Board of Directors present and voting.

Section 4.

Guest fees and registration fees for the annual meeting shall be determined by the Executive Council.

Section 5.

A special assessment may be recommended by the Executive Council. It must be voted upon at the business meeting, and it must be approved by two-thirds (2/3) of the voting members in attendance before it can be levied on the members of the Society.

Section 6.

If the Society is disbanded, remaining funds will be contributed to a charitable organization.

ARTICLE X: Ethics and Discipline

Section 1.

The Executive Council may recommend to the membership exclusion of a member for actions deemed detrimental to the Society. No person shall remain a member of the Society unless he or she is of good moral character and adheres to the ethical principles of the American Medical Association.

ARTICLE XI: Resignations

Any member may withdraw from the Society after fulfilling all obligations and giving written notice of such intention to the Secretary. This notice shall be presented to the Executive Council at the first meeting following its receipt. The Executive Council may accept or reject the resignation.

ARTICLE XII: Amendments

Section 1.

The Bylaws may be amended by a three-fourths (3/4) affirmative vote cast by the active members present at the annual business meeting. Written notice of the proposed Bylaw changes shall be sent to the active members at least thirty (30) days before such meeting.

Section 2.

Amendments may be proposed by the Executive Council, the Bylaws Committee or any active member.

Section 3.

All amendments, other than those proposed by the Bylaws Committee, shall be submitted to the Bylaws Committee for review and recommendation.

Section 4.

A copy of all proposed amendments shall be sent by the Bylaws Committee, with recommendations, to the Executive Council. The Executive Council shall approve, amend or disapprove the proposed amendments. Those amendments approved by the Executive Council shall be submitted to a vote of the membership.

Section 5.

To meet an emergency, the Executive Council may authorize considerations of a proposed Bylaws change without prior notice but such an emergency amendment shall require a unanimous vote of those active members present at the annual business meeting and only if a quorum is present.

Section 6.

ASRM will not be responsible for any member out-of-pocket expenses for activities performed on behalf of the ASRM that have not been previously formally approved by the Executive Council.