AMERICAN ASSOCIATION FOR THE SURGERY OF TRAUMA BY-LAWS

AMERICAN ASSOCIATION FOR THE SURGERY OF TRAUMA BY-LAWS AS AMENDED AT THE ANNUAL BUSINESS MEETING, SEPTEMBER 12, 2014 AT THE 73 rd ANNUAL MEETING OF THE AAST and CLINICAL CONGRESS OF ACUTE CARE SURGERY, PHILADELPHIA, PA Page 1

ARTICLE I ARTICLES OF INCORPORATI0N OF THE AMERICAN ASSOCIATION FOR THE SURGERY OF TRAUMA The name of the corporation is THE AMERICAN ASSOCIATION FOR THE SURGERY OF TRAUMA. Article II The period of duration of the corporation is perpetual. ARTICLE III The address of the initial Registered Office of the corporation in the State of Illinois is 115 S. LaSalle Street, in the City of Chicago, 60603, County of Cook; and the name if its initial Registered Agent at said address is Paul G. Gebhard. ARTICLE IV The first board of directors of the corporation, called the Board of Managers, Shall be eleven (11) In number, their names and address being as follows: Dr. William R, Drucker Department of Surgery University of Rochester School of Medicine 601 Elmwood Avenue Rochester, New York 14620 Dr. Roger T. Sherman Department of South Surgery University of Florida Tampa, Florida 33620 Dr. Leonard F. Peltier Arizona Medical Center Tucson, Arizona 85724 Dr. Robert W. Gillespie 5625 O Street Lincoln, Nebraska 68510 Dr. John A. Boswick, Jr. University of Colorado 4200 East Ninth Avenue, Box C-309 Denver, Colorado 80262 Continues Page 2

Dr. Alexander J. Walt Wayne State University 540 E. Canfield Detroit, Michigan 48201 Dr. Joseph D. Farrington Box 153 Key Colony Beach, Florida 33051 Dr. John Davis University Vermont-College of Medicine Given Building Burlington, Vermont 05401 Dr. William Blaisdell San Francisco General Hospital 1001 Potreo San Francisco, California 94110 Dr. David S. Mulder Montreal General Hospital 1650 Cedar Avenue, Room 633 Montreal, Quebec, Canada M3G1A4 Dr. Basil A. Pruitt, Jr. US Army Institute of Surgical Research Brooke Army Medical Center Fort Sam Houston, Texas 78234 ARTICLE V The purpose of this Association shall be to furnish leadership and to foster advances in the surgery of trauma; to afford a forum for the exchange of knowledge pertaining to research, practice and training in the Surgery of Trauma; to stimulate investigation and teaching in the methods of preventing, correcting and treating injuries from all types of accidents; to enhance the study and practice of Surgery of Trauma by establishing lectureships, scholarships, foundations, and appropriate evaluation procedures in the surgery of trauma where appropriate; to afford recognition to those who have contributed to the Surgery of Trauma be extending to them membership in the Association; to do and engage in any and all lawful activities that may be incidental or reasonably related to any of the foregoing purposes; and to have and exercise all powers and authority now or hereafter conferred upon not for profit corporations under the laws of the State of Illinois. Surgery of Trauma is that field of medicine which includes investigation, care and rehabilitation of the injured patient. Notwithstanding the forgoing or any other provisions of these Articles of Incorporation, the corporation shall not at nay time engage in a regular business of a kind ordinarily carried on for profit; nor shall any parts of its net earnings or assets inure to the benefit of, or be distributable to, any member, director, officer, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make other payments and distributions in furtherance of the purposes set forth above; nor shall it carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501 ( c) 3) of the Internal Revenue code of 1954 (the Code ) or the corresponding provision of any future United States revenue statue, as amended from time to time, nor shall it engage in the practice of medicine or render any of the services of a licensed physician. In the event of the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, distribute all of the remaining assets to Page 3

such organization or organizations organized and operated for one or more of the purposes contained in these Articles as shall at the time qualify as an exempt organization or organizations under Section 501(c )(3) of the Internal Revenue Code, as the Board of managers shall determine. IN WITNESS WHEREOF, the incorporators have here unto set their hands this 20 th day of June 1978. PAUL GEBHARD WILLIAM F. WALSH W. E. WHITTINGTON, IV Incorporators Page 4

AMERICAN ASSOCIATION FOR THE SURGERY OF TRAUMA BY-LAWS ARTICLE I MEMBERSHIP SECTION 1. There shall be five (5) classes of membership in the Association: Active Fellows, Contributing Scientists, Honorary Fellows, Inactive Fellows, and Founding Fellows. SECTION 2. Membership in the Association is a privilege, not a right, and it is contingent upon continuing compliance with the By-Laws of the Association. SECTION 3. Active Fellows SECTION 3.1. A person is qualified to be an Active Fellow if he/she (a) is a legally qualified practicing physician who is a Fellow of the American College of Surgeons or a /Fellow of an equivalent international surgical college and active in the field of trauma, burns, surgical critical care, or related surgical specialties. Applicants must meet criteria as established by the AAST Board of Managers. Members previously classified as Corresponding Fellows would automatically become Active Fellows. SECTION 3.2. Active Fellows may vote, serve on committees, hold office, serve on the Board of Managers, and attend all functions of the Association. SECTION 4. Contributing Scientists SECTION 4.1. A non-surgeon may be elected as a Contributing Scientist if he/she holds an advanced degree in a scientific field related to trauma care or research, and has gained national or international recognition for contributions to the science and/or practice of injury and trauma care. Applicants must meet all criteria as established by the AAST Board of Managers SECTION 4.2. Contributing Scientists shall not hold office, or serve on the Board of Managers. They may vote, serve on committees and attend all functions of the Association. SECTION 5. Honorary Fellows SECTION 5.1. Honorary Fellows shall be individuals whom the Association deems worthy of special honor because of notable contributions to the field of acute care surgery. SECTION 5.2. Honorary Fellows shall not vote, hold office, or serve on the Board of Managers. They may serve on committees and attend all functions of the Association. SECTION 6. Inactive Fellows Page 5

SECTION 6.1. Active Fellows who are no longer in active practice or are unable to pay dues for reasons acceptable to the Membership Committee and the Board of Managers shall be transferred to Inactive Fellowship. SECTION 6.2. Inactive Fellows shall not vote, serve on committees, hold office, or serve on the Board of Managers. They may attend all functions of the Association. SECTION 6.3. Inactive Fellows will be reviewed each year by the Membership Committee, and any Inactive Fellow who no longer meets the criteria for Inactive Fellows shall either be returned to Active Fellowship or dropped from membership by action of the Board of Managers SECTION 7. Founding Fellows SECTION 7.1. Founding Fellows are those surgeons who on June 14, 1938 organized the Association in its unincorporated form in San Francisco, California, and in addition to being Active or Inactive Fellows, are designated Founding Fellows. SECTION 8. Election of Active Fellows, Honorary Fellows, and Contributing Scientists SECTION 8.1. To be a candidate for Active Fellowship, Honorary Fellowship, or Contributing Scientist, a person shall meet all the qualifications for the desired class of membership and shall be sponsored by three (3) Active Fellows. An Active Fellow shall not sponsor more than three (3) candidates for Active Fellowship in any one (1) year. SECTION 8.2. Each candidate for Active Fellowship,, Honorary Fellowship, or Contributing Scientist shall submit documents in support of their application as determined by the Board of Managers. All application documents shall be submitted by a date designated by the Chair of the Membership Committee. SECTION 8.3. The Membership Committee shall consider all candidates and shall make a recommendation to the Board of Managers on whether candidates shall be nominated for Active Fellowship, Honorary Fellowship, or as Contributing Scientist. The Board of Managers shall review the recommendation of the Membership Committee and shall make nominations, if any, for Active Fellowship, Honorary Fellowship, and Contributing Scientist membership at the Annual Business Meeting. SECTION 8.4. Active Fellows, Honorary Fellows and Contributing Scientists shall be elected by the Fellows from the nominations of the Board of Managers. A three-quarters affirmative vote of the voting fellows present at an Annual Business Meeting shall be required for election. SECTION 9. The Association shall present to each new Fellow a certificate of membership signed by the President and Secretary-Treasurer at the Annual meeting following his/her election to membership. If a new member fails to attend the Association s meeting after the election to membership, his/her membership shall be withheld until the following year. If he/she fails to attend two (2) consecutive meetings Page 6

immediately following his/her election to membership without a valid excuse approved by the Board of Managers, his/her membership shall be forfeited. Membership shall become effective when the initiation fees and dues for the year after election have been paid and the certificate of membership has been presented. ARTICLE II OFFICERS SECTION 1. The officers of the Association shall be the President, President-Elect, Vice-President, Secretary-Treasurer, Secretary-Treasurer-Elect and Recorder. SECTION 2. The President, President-Elect, Vice-President, and Secretary-Treasurer- Elect shall serve one 1) year terms commencing at the close of the Annual Business Meeting during which they succeeded or were elected to office and terminating at the close of the following Annual Business Meeting. At the conclusion of those terms, the President-Elect will become President and the Secretary-Treasurer-Elect will become the Secretary-Treasurer. The Secretary-Treasurer and Recorder shall serve a three (3) year term commencing at the close of the Annual Business Meeting during which they succeeded or were elected to office and terminating at the close of the third following Annual Business Meeting. SECTION 3. Election of Officers SECTION 3.1. No Fellow shall serve two (2) consecutive terms in the same office except under special extenuating circumstances as determined by the Board of Managers. SECTION 3.2. At the Annual Business Meeting the Nominating Committee shall nominate a candidate for each office which will become vacant. Additional nominations may be made from the floor. SECTION 3.3. The voting members present at the Annual Business Meeting shall elect the officers from the nominees by majority vote. SECTION 3.4. Any officer or agent may be removed by majority vote of the Board of Managers whenever in its judgment the best interest of the Association would be served thereby. SECTION 3.5. In the event of the death, resignation, incapacity or removal of the President-Elect, Vice-President, Secretary-Treasurer, Recorder, or Secretary-Treasurer- Elect, the Nominating Committee in place at the last Annual Business Meeting shall be reconvened to select a nominee for the vacant office. The Board of Managers may elect the nominee to office, by majority vote, to serve the remainder of the term of the office which is vacant. SECTION 4. The President (a) shall preside at all meetings of the Association and of the Board of Managers and shall serve as the chief executive officer of the Association, (b) shall appoint members to all committees, and create ad hoc committees not otherwise provided for in these By-Laws, (c) shall deliver an address at the Annual Scientific Page 7

Meeting, (d) shall choose a speaker to deliver the Fitts lecture at the Annual Meeting and (e) shall act for the Association in the event of any contingency not covered by the bylaws, (f) shall assume other specific responsibilities as determined by the Board of Managers. SECTION 5. The President-Elect (a) shall preside at meetings of the Association and Board of Managers in the absence of the President or upon request of the President, (b) shall assume the duties of the President in the event of death, resignation, or incapacity of the President, (c) shall succeed to the Presidency at the close of the Annual Business Meeting the year following his/her election to the office of President-Elect, and (d) shall assume other specific responsibilities as determined by the Board of Managers SECTION 6. The Vice-President shall preside at meetings of the Association and Board of Managers in the absence of the President and President-Elect or upon their request or incapacity to serve, and shall assume other specific responsibilities as determined by the Board of Managers SECTION 7. The Secretary-Treasurer shall oversee the corporate and financial records of the organization, contract and oversee audits of the financial books, keep a record of all formal meetings of the Association, provide an annual financial report at the Annual Business Meeting, shall sign all contracts of the Association and keep a record of all contracts and participate in all meetings and calls as requested by the President. The Secretary-Treasurer shall also assume other specific responsibilities as determined by the Board of Managers. SECTION 8. The Recorder shall be Chair of the Program Committee, which shall prepare a scientific program for the Annual Meeting and instructions to speakers, shall receive all scientific papers presented to the Association, and shall assume other specific responsibilities as determined by the Board of Managers. SECTION 9. The Secretary-Treasurer-Elect (a) shall function as the Secretary-Treasurer at meetings of the Association and Board of Managers in the absence or upon request of the Secretary-Treasurer, (b) shall assume the duties of the Secretary-Treasurer in the event of death, resignation, removal or incapacity of the Secretary-Treasurer, ( c) shall succeed to the Secretary-Treasurer position at the close of the Annual Business Meeting the year following his/her election to the office of Secretary-Treasurer-Elect, (d) shall attend all meetings of the Board of Managers as an ex-officio member but shall not vote, and (e) shall assume other specific responsibilities as determined by the Board of Managers ARTICLE III THE BOARD OF DIRECTORS ( MANAGERS ) SECTION 1. Except as otherwise provided, the board of directors, called Board of Managers, generally shall be thirteen (13) in number, but the Secretary-Treasurer-Elect shall be an additional ex-officio non-voting member of the Board. The voting managers shall be the President, President-Elect, Vice-President, Secretary-Treasurer, Recorder, three (3) most recent Past-Presidents, four five (4 5) Managers-at-Large (one two of Page 8

which whom will be the Critical Care Manager and the Acute Care Surgery Manager). and the Editor of the Journal of Trauma. SECTION 1.1 The Executive Committee of the Association, to which the Board may delegate some of its authority, shall be: President, President-Elect, Vice President, Recorder, Secretary-Treasurer and Immediate Past President. SECTION 2. Each Past-President shall serve a three (3) year term on the Board of Managers immediately after completing his/her term as President. SECTION 3. Managers-at-Large SECTION 3.1. The Managers-at-Large, including the Critical Care Manager-at-Large and the Acute Care Surgery Manager-at-Large shall serve a three (3) year term commencing at the close of the Annual Meeting at which they were elected and terminating at the close of the third succeeding Annual Meeting. Managers-at-Large shall be eligible for reelection. SECTION 3.2. If the term of a Manager-at-Large will expire at the close of an Annual Meeting, the Nominating committee shall nominate one Active Fellow for such Managerat-Large position, including the Critical Care Manager-at-Large and the Acute Care Surgery Manager-at-Large, at the Annual Meeting, and additional nominations may be made from the floor. The voting members present at the Annual Business Meeting shall elect each Manager-at-Large from among the nominees by majority vote. SECTION 4. In the event of the death, resignation or incapacity of a Manager-at-Large, the Nominating Committee shall be reconvened to select a nominee for the vacant position. In the event of the death, resignation or incapacity of any Past-President, the Nomination Committee, at its option may select an additional Manager-at-Large to complete the term of the Past-President on the Board or may leave such position vacant. The Board of Managers may elect the nominee, if any, to office to serve the remainder of the term of the position which is vacant. SECTION 5. Duties of the Board of Managers SECTION 5.1. The Board of Managers (a) shall manage the affairs of the Association and determine its policies and procedures, (b) may invite any member of the Association to participate in its deliberations at any meeting, (c) shall receive and consider the reports of committees and review their activities, (d) shall nominate candidates for Honorary Fellowship to be voted upon by the voting Fellows of the Association at the Annual Business Meeting (e) shall accept, reject, or defer an application for fellowship in the Association, (f) shall determine initiation fees for new Fellows, and the annual dues of Fellows and their method of payment, subject to subsequent approval by the Association fellowship, (e) shall review and approve the annual budget for the Association, and (f) shall review and approve initiatives, programs, expenditures and other Association business as they deem appropriate Page 9

SECTION 5.2. The Board of Managers shall appoint and may dismiss the Editor of The Journal of Trauma and Acute Care Surgery, Injury, Infection, and Critical Care and shall be responsible for the Journal s financial activities. The Editor will be appointed for a term of five (5) years. The Board of Managers at its discretion may re-appoint the Editor for two (2) additional five (5) year terms. Prior to appointment of a new Editor, the President and President-Elect will appoint a search committee from the Association Active Fellowship to select worthy candidates to propose to the Board of Managers for final appointment. SECTION 5.3. The Board of Managers may, at its discretion, contract with an Executive Director for the Association to perform or delegate such functions as the Board of Managers deems appropriate. SECTION 5.4. The Board of Managers may create new standing committees SECTION 6. Any Manager may call a meeting of the Board of Managers by giving thirty (30) days notice thereof, which notice requirement may be waived by the unanimous consent of the Board of Managers. ARTICLE IV SECTION 1. STANDING COMMITTEES Program Committee SECTION 1.1. The Program Committee shall be responsible for the format and content of the Annual Scientific Program. SECTION 1.2. The Program Committee shall consist of the President, President-Elect, Secretary-Treasurer, Editor of the Journal of Trauma and Acute Care Surgery, Recorder, the Critical Care Committee Chair, Acute Care Surgery Committee Chair, and not less than three (3) additional members who shall each serve a three (3) year term with one (1) such new member each year. The Recorder shall serve as Chair. SECTION 2. Membership Committee SECTION 2.1. The Membership Committee shall consider all completed applications for membership, shall recommend candidates for Active Fellowship, Honorary Fellowship, Contributing Scientist, and Inactive Fellowship to the Board of Managers, and shall review all Inactive Fellows annually and make recommendations concerning their continued eligibility for Inactive status to the Board of Managers. SECTION 2.2. The Membership Committee shall consist of the President-Elect, Vice President, Secretary-Treasurer, the Critical Care Manager-at-Large, Acute Care Surgery Manager-at-Large and the three (3) other Managers-at-Large. The President-Elect shall serve as Chair. Page 10

SECTION 3. Nominating Committee SECTION 3.1. At the Annual Business Meeting or as needed the Nominating Committee may make nominations for any of the following offices (a) President-Elect, (b) Recorder, (c) Managers-at-Large and including Critical Care Manager-at-Large and Acute Care Surgery Manager-at-Large, and (d) Secretary-Treasurer-Elect. SECTION 3.2. The Nominating Committee shall consist of the three (3) immediate Past- Presidents, the President, and the President-Elect. The most senior Past-President shall serve as the Chair. SECTION 4. Scholarship and Awards Committee SECTION 4.1. The duties of the Scholarship and Awards Committee shall be established by committee, subject to approval by the Board of Managers, and shall include making recommendations to the Board for scholarship awards, and selecting the Canizaro, International Paper and Resident Award at the Annual Meeting. SECTION 4.2. The Scholarship and Awards Committee shall consist of the President- Elect, the Vice-President, the Secretary-Treasurer, and the Managers-at-Large including the Critical Care and Acute Care Surgery Managers-at-Large who shall serve for their three (3) year term of office, and one member appointed annually who is not a member of the Board of Managers. All actions of the Scholarship and Awards Committee are subject to approval of the Board Managers. The President-Elect shall serve as Chair. ARTICLE V OPERATING COMMITTEES SECTION 5. The AAST Board of Managers will determine the purpose, structure, title and longevity of each operating committee yearly. The AAST Board of Managers must approve all new operating committees by a majority vote. All operating committees that are to be disbanded will complete their term at the end of the Annual Meeting. SECTION 5.1 No operating committee member can serve longer than six (6) consecutive years on one committee. SECTION 5.2. The Critical Care Manager-at-Large will be the Chair of the Critical Care Committee, if there is an operating Critical Care Committee. As such, he/she will serve a three (3) year term. The Chair of the Critical Care Operating Committee (Critical Care Manager-at-Large) shall be a member of the Membership Committee, Scholarship and Awards Committee and the Program Committee. SECTION 5.3 The Acute Care Surgery Manager-at-Large will be the Chair of the Acute Care Surgery Committee, if there is an operating Acute Care Surgery Committee. As such, he/she will serve a three (3) year term. The Chair of the Acute Care Surgery Page 11

Operating Committee (Acute Care Surgery Manager-at-Large) shall be a member of the Membership Committee, Scholarship and Awards Committee and the Program Committee. SECTION 6 Ad Hoc Committees SECTION 6.1. Ad Hoc Committees dealing with programs and issues of contemporary importance to the Association may be appointed at the discretion of the Association President. Members of an Ad Hoc Committee and the Chair of the Committee shall be appointed by the President as necessary to fulfill the Committee s mandate. Each Ad Hoc Committee will remain in effect for two (2) years, and may be renewed for an additional (2) years at the discretion of the President, after which it will be automatically disbanded. ARTICLE V ANNUAL MEETING SECTION 1. The Annual Meeting of the Association shall be held at the time and place designated by the Board of Managers in a written notice sent by mail to all members at least three (3) months prior to the date of the meeting. The Annual Meeting shall consist of a Scientific program, Annual Business Meeting, and social program. SECTION 2. SECTION 3. All elections shall be held at the Annual Business Meeting. Papers and Publications SECTION 3.1. Members and guests offering papers for presentation at the Annual Meeting shall furnish the Recorder with titles, abstracts, manuscripts or other material in a format and at a time designated by the Recorder. SECTION 3.2. The official publication of the Association will be the JOURNAL OF TRAUMA and ACUTE CARE SURGERY. SECTION 4. All meetings shall be conducted according to these By-Laws and parliamentary procedures according to the most recent edition of Roberts Rules of Order. SECTION 5. The Annual Business Meeting shall include the following: A) Reports by the Association Officers B) Report of Minutes of the Board of Managers C) Report by the Recorder D) Report by the Editor of the Journal of Trauma and Acute Care Surgery E) Reports by Committee Chairs F) Election of Members G) Unfinished Business H) New Business Page 12

I) Report by Nominating Committee Chair J) Election of Officers and Managers-at-Large K) Installation of President and Presentation of President-Elect L) Adjournment ARTICLE VI SECTION 1. Managers. DUES AND FEES The initiation fee for new members shall be determined by the Board of SECTION 2. Annual dues for members and method of payment shall be determined by the Board of Managers subject to subsequent approval of the voting Fellows. SECTION 3. SECTION 4. Managers. The Secretary-Treasurer shall notify all members in arrears of dues. Guest fees for the Annual Meeting shall be determined by the Board of SECTION 5. Active Fellows and Contributing Scientists shall pay an initiation fee, annual dues and assessments. Members who attain an age of 65 shall not be required to pay dues, although they must be up to date in all dues and assessments until the age of 65. However, such senior status members shall pay a registration fee in an amount determined by the Board of Managers for meetings they attend. SECTION 5.1. Any member under the age of 65 whose dues are in arrears for two (2) years shall be notified by the Secretary-Treasurer in writing, and if he/she fails to pay his/her dues within three (3) months thereafter, he/she shall be dropped from membership, unless excused by the Board of Managers. SECTION 6. Honorary Fellows shall not be required to pay an initiation fee or annual dues and assessments. They shall pay a registration fee in an amount determined by the Board of Managers for meetings they attend. SECTION 7. Inactive Fellows shall not be required to pay annual dues or assessments. They shall pay a registration fee in an amount determined by the Board of Managers for meetings they attend. SECTION 8. A special assessment may be recommended by the Board of Managers, and, if approved by a two-thirds affirmative vote of the voting members in attendance at an Annual Business Meeting, shall be levied on the Active Fellows and Contributing Scientist members of the Association. ARTICLE VII RESIGNATIONS SECTION 1. Any member may withdraw from the Association after fulfilling all obligations and then giving written notice of such intention to the Secretary-Treasurer. Page 13

This notice shall be presented to the Board of Managers at the first meeting following its receipt. Resignation becomes effective upon approval by the Board of Managers. ARTICLE VIII AMENDMENTS SECTION 1. No part of the By-Laws may be amended, altered or repealed, except at a regular Annual Meeting of the Association in an Annual Business Meeting. The suggested amendment, alteration or repeal in the By-Laws must be sent to all voting members at least ninety (90) days prior to the Annual Meeting by e-mail, web posting, mail, or fax. The adoption of the suggested amendment, alteration or repeal shall be by vote of three-fourths of the voting members at the Annual Business Meeting. Page 14