Annual business meeting minutes

November 25 & 27, 2018

The annual business meeting of the Radiological Society of North America was convened at RSNA 2018 at McCormick Place in Chicago, Illinois. Two sessions were held. The first was held on Sunday, November 25, at 10:15 am; the second session was held on Tuesday, November 27, at 10:00 am. Vijay M. Rao, MD, president of the Society, presided throughout the sessions. Valerie P. Jackson, MD, president-elect and secretary-treasurer, served as parliamentarian.

Minutes of the business meeting held at RSNA 2017 (sessions on Sunday, November 26, and Tuesday, November 28), which were published on RSNA.org, were approved.

The secretary-treasurer reported on registration figures for the meeting. As of Saturday, November 24, 2018, a total of 47,143 individuals pre-registered for the 104th Scientific Assembly and Annual Meeting. This total includes 23,071 professionals.

Reports were accepted from the officers. These reports can be found on RSNA.org. 

Bylaws:  Victor J. Seghers, MD, chairman of the Committee on Bylaws and Resolutions, advised the membership that the Board of Directors recommended Bylaw amendments to:

1. Provide that the Executive Director, rather than the Chairman of the Board, functions as the Chief Executive Officer of the organization.

2. Eliminate the offices of 1st, 2nd and 3rd Vice President.

3. Make various editorial and operational updates, including:

a.  Eliminate the bylaw requirement to provide members access to minutes and records, and include this statutory requirement in the Board’s policy compilation.

b.  Eliminate the requirement that the names of applicants be published before admission to membership is granted, as well as the ability for members to file letters protesting admission.

c.  Eliminate the requirement that a list of members be made available to the membership.

d. Eliminate the requirement for applicant signatures.

e.  Eliminate the requirement that member dues must be 90 days delinquent before they can be stricken from the membership roll.

f.  Eliminate a prohibition against selling or disposing of any property of the Society without the specific approval of the Board of Directors.

 

The specific amendments were published in the November 2018 issue of Radiology

The following changes to the Bylaws were approved by a two-thirds majority vote of the Society members present and voting at the Business Session.  Proposed new text is bold, and deleted text is struck through.

CHAPTER I

PURPOSE AND ORGANIZATION

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1.10 Organization

1.11 The Society is managed by its Board of Directors and functions through its officers, boards and committees.

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1.113 Committees of the Society are in the following categories:

Standing Committees

Ad Hoc Committees

 

1.1131 Standing Committees continue from year to year in order to address significant continuing aspects of the activities of the Society. Standing Committees are established, modified or terminated by the Board of Directors, but in general they are to be terminated or modified only to reflect a significant change in the substance of, or manner of conducting, the activities of the Society.

 

1.1132 Ad Hoc Committees may be established from time to time by the Board of Directors to carry out specific tasks of limited duration assigned by the Board, provided they are not to be given tasks that conflict with or duplicate functions of other committees of the Society. The Board determines whether an ad hoc committee has completed its task and may terminate the committee at that time.

 

2.11 Active Members. Active membership consists of radiologists and other radiologic scientists who fulfill the requirements set forth in Sections 2.111 and 2.112.

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2.113 Rights and Privileges. Active members have the right to attend and to address all business meetings of the members of the Society, to vote, to hold office and to serve on boards and committees. They shall receive all official publications of the Society. Active members may, at any reasonable time, examine any or all minutes, records, reports and transactions of the Society. Upon request, and following reimbursement to the Society for the costs involved, Active members shall receive a copy of any part or all of the minutes of meetings of the Society or of minutes or records of any officer or committee, with the exception of those pertaining to applicants for membership.

 

2.13 Members-in-Training. Member-in-Training membership consists of persons in formal radiologic training in a setting recognized as acceptable by the American Board of Radiology.

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2.134 Tenure of Member-in-Training Membership. Members-in-Training may remain in this category for the duration of residency and fellowship training. five years, or for twelve months following completion of training, whichever period ends first. Following written request, the Board of Directors may extend this time. Upon completion of training, and fulfillment of all requirements listed under 2.11, 2.12 or 2.15, the Member-in-Training shall be reclassified to the appropriate category of membership, provided: (A) T the Member-in-Training has not declined such reclassification, in which case membership shall be terminated; and (B) The name and address of the Member-in-Training have been made available to the members of the Society as provided in 2.201 (B).

 

2.15 Corresponding Members. Corresponding membership consists of radiologists, non-radiologist physicians, veterinarians, dentists, and other radiologic scientists, who do not fulfill the North American residency and practice requirements described in 2.111.

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2.152 Rights and Privileges. Corresponding members have the same rights and privileges as defined in 2.113 for Active members except that they may not vote, hold office, except for the office of Vice-President, or serve on boards.

 

2.18 Honorary Members. Honorary membership may be granted to persons who have distinguished themselves in medicine or in its allied sciences.

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2.184 Certificates. Each Honorary member shall receive a suitably inscribed certificate of Honorary membership.

 

2.20 Applications for Membership. All applications for membership in categories other than Retired and Honorary membership shall be made on forms prescribed by the Board of Directors and must be signed by the applicant.

 

2.201 Processing of Applications.

(A) The Society headquarters office staff shall review each application to determine whether all eligibility criteria are satisfied. Any question about eligibility shall be presented to the Secretary-Treasurer, whose determination shall be final unless the applicant disputes the determination, in which case the Board of Directors may consider the question.

(B) The names and addresses of all applicants who satisfy the applicable criteria shall then be made available to the members of the Society by publication, at intervals as determined by the Secretary-Treasurer, (i) in the official journal Radiology, (ii) on the official Web site of the Society, or (iii) in such other manner as the Board of Directors may reasonably determine.

(C) Any Active member may protest the admission to membership of any applicant by forwarding a letter containing the reasons for the protest, addressed to the Secretary-Treasurer at the Society headquarters office.

(D) Any applicant against whom one or more such letters of protest are received within thirty days after the publication date of the applicant list shall be reviewed by the Secretary-Treasurer and shall be denied membership pending such review.

(E)(1) If, after such review, the Secretary-Treasurer approves the application, such approval shall constitute admission to membership, effective on the date designated by the Board of Directors.

(E)(2) If, after such review, the Secretary-Treasurer does not approve the application, the application, letter(s) of protest and all related material, with recommendations by the Secretary-Treasurer, shall be referred to the Board of Directors for final decision.

(F) The Board of Directors may conduct such additional investigation, including a hearing, as it deems appropriate prior to its final determination as to whether or not the applicant may be admitted into membership in the Society and shall inform the applicant, in writing, of the decision.

 

2.202 Admission

(A) All applicants who satisfy the applicable criteria and against whom no letter of protest is received within thirty days after the publication of the applicant list shall be deemed admitted to membership, effective on the date designated by the Board of Directors.

(B) All applicants approved by the Secretary-Treasurer after review as provided in 2.201(E)(1) shall be deemed admitted to membership, effective on the date designated by the Board of Directors.

(C) All other applicants for membership shall be admitted only upon favorable action by the Board of Directors.


(D) All proceedings of the Board of Directors and all letters of protest and results of investigation shall be kept confidential.

(E) An Associate member who qualifies for Active membership by virtue of compliance with the requirements for Active membership in 2.1121 may be transferred to Active status upon written notification to the Society headquarters office of, and verification of, such compliance.

 

2.2023 Member-in-Training Membership and Corresponding Member-in-Training Membership.

Each application for Member-in-Training membership or Corresponding Member-in-Training membership must be signed by the applicant and the director of the applicant’s current residency or training program. The Society headquarters office staff shall review each application for Member-in-Training membership or Corresponding Member-in-Training membership to determine whether all eligibility criteria are satisfied. Any questions about eligibility shall be presented to the Secretary-Treasurer. Upon a determination that all eligibility criteria are satisfied, an applicant shall immediately be admitted to membership.

 

2.2034   Membership Fees and Dues.

All Active, Associate, Member-in-Training, Corresponding, and Corresponding Member-in-Training members shall become subject to the Bylaws at the time of their admission to membership and are liable for such application fees, dues and assessments as may be prescribed by the Board of Directors. The dates upon which dues, assessments, and/or fees for subscriptions to the journals of the Society are due shall be fixed by the Board of Directors. Members shall benotified by mail of any change in the amount of dues or the date upon which they are due. Any member whose dues or assessments remain unpaid for a period of time determined by the Board of Directors shall be notified twice by the Secretary-Treasurer. Members whose dues are delinquent more than 90 days after the second notice shall be stricken from the Society's membership roll and publications list.


3.00 Officers

 

3.10 Enumeration.

President

President-Elect/Secretary-Treasurer

First Vice-President

Second Vice-President

Third Vice-President

Chairman of the Board

 

3.11 Qualifications. Only Active members of the Society are eligible to hold office or to serve as members of the boards of the Society, except that Corresponding members are eligible to hold the office of Vice-President.

 

3.12 Terms of Office.

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3.124 The terms of office of the First Vice-President, the Second Vice-President and the Third Vice-President elected at an Annual Meeting shall begin at the conclusion of that meeting and shall terminate at the conclusion of the next Annual Meeting.

 

3.13 Duties of Officers.

3.131 President. The President shall be the presiding officer of membership meetings of the Society, is ex-officio a member of the Board of Directors and of all committees except the Committee on Nominations, and shall perform such other duties and exercise such other powers as may be determined from time to time by the Board of Directors. The President may, at a suitable convocation during the Annual Meeting of the Society, award Honorary membership certificates as provided in 2.184, present the Gold Medal of the Society to those designated by the Board of Directors as provided in 4.17, and deliver an annual address.


3.132 President-Elect. The President-Elect is ex-officio a member of the Board of Directors, shall serve ex officio in the capacity of Secretary-Treasurer, and shall perform such other duties and exercise such other powers as may be determined from time to time by the Board of Directors. The President-Elect’s term of office as President shall begin at the conclusion of the Annual Meeting next after election as President-Elect.

 

3.133 Vice-Presidents. Each of the Vice-Presidents shall perform such duties and exercise such powers as may be assigned or delegated to them from time to time by the Board of Directors or the Chairman of the Board.

 

3.1334Secretary-Treasurer. The Secretary-Treasurer shall be responsible for keeping a permanent record of the proceedings of the Society, and for the maintenance of a current roster of members of the Society including addresses, year of admission, and classification of membership. Copies of this list shall be supplied to members each year. The Secretary-Treasurer shall perform all other duties that usually and customarily pertain to the office of secretary and shall provide safekeeping for all records of the Society. Not later than six months after each Annual Meeting of the Society, the Secretary-Treasurer shall cause to be distributed to each member a summary of the minutes of the annual business meeting of the members, including the reports of officers. In addition, the Secretary-Treasurer, or such other persons as shall be delegated by the Board of Directors, shall supervise and be accountable for the collection and receipt of all funds of the Society and for the deposit, investment and reinvestment of such funds with financial institutions approved by the Board of Directors. The Secretary-Treasurer shall supervise the keeping of a complete and permanent record of the financial transactions of the Society and may be bonded and/or insured in an amount satisfactory to the Board of Directors, the cost of which shall be paid by the Society. The Secretary-Treasurer shall make a full financial report at the annual business meeting of the members of the Society which shall be incorporated in the minutes of the meeting; and shall make a financial report to the Board of Directors quarterly. The Secretary-Treasurer shall perform all other duties that usually and customarily pertain to the office of treasurer and shall perform such other duties and exercise such other powers as may be determined from time to time by the Board of Directors. The Secretary-Treasurer shall be responsible for reviewing membership applications about which questions or objections are raised.

 

3.1345 Chairman. The Chairman of the Board of Directors shall be the chief executive officer of the Society. The Chairman shall prepare an agenda for each meeting of the Board of Directors, shall preside at all such meetings and, subject to the control of the Board of Directors, shall supervise generally the conduct of the affairs of the Society.

 

3.14 Vacancies.

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3.144 Vice-Presidents. In the event of a vacancy in any of the offices of First Vice-President, Second Vice-President or Third Vice-President, the Board of Directors shall appoint a successor to serve until the conclusion of the next Annual Meeting.

 

CHAPTER IV

4.00 Board of Directors

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4.13 Powers and Duties. The Board of Directors of the Society shall function in the manner customarily expected of boards of trustees or directors of corporations and shall be responsible for the management of all affairs of the Society not delegated elsewhere by these Bylaws.

 

4.131 Specific Duties. Specific duties of the Board shall include but are not limited to:

(A) Management of the funds of the Society including investment and expenditure of such funds. All expenditures of funds and disposal of Society property must be for purposes authorized by the Board and no property of the Society may be sold, otherwise disposed of, mortgaged or otherwise pledged without its approval. All checks issued by the Society must bear a signature authorized by the Board.

(B) Determination of the amount of dues and assessments and fixing the date for their payment.

(C) Employment of an Executive Director, who serves as the Chief Executive Officer and may also serve as Business Manager of the Journal Society journals, and, who shall manage the Society office staff in accordance with the budgetary authorization of the Board of Directors, and who shall perform such other duties as are assigned by the Board of Directors.

(D) Supervision of all publications of the Society, as provided in Chapter VI.

(E) Authorization of reimbursement of officers, committee members, employees of the Society and others, for their actual and necessary expenses incurred in the discharge of their responsibilities to the Society. This provision shall not be construed to include the expenses of any officer or committee member in attending the Annual Meeting.

(F) Determination of the sites and dates of all meetings of the Society.

(G) Election Appointment of the members of the Board of Trustees of the Research and Education Foundation as provided in 7.0102.

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4.19 Trustees of American Board of Radiology. The Board of Directors may, from time to time, nominate or approve the nomination of members of this Society as trustees of the American Board of Radiology, in accordance with the bylaws of the American Board of Radiology; but this Society shall not assume any responsibility or liability for the acts or omissions of said trustees, or for the acts or omissions of the American Board of Radiology.


4.20 Chancellors or Councilors of American College of Radiology. The Board of Directors may, from time to time, select and appoint or approve the selection and appointment of one or more members of this Society as a member of the Board of Chancellors or as a member of the Council of The American College of Radiology in accordance with the Bylaws of The American College of Radiology; but this Society shall not assume any responsibility or liability for the acts or omissions of said Chancellors or Councilors or for the acts or omissions of The American College of Radiology.

 

CHAPTER V

5.00 Elections

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5.11 Eligibility. Only Active members are eligible to hold office, except that Corresponding members may hold the office of Vice-President, or to serve on the boards of the Society.

 

5.12 Committee on Nominations.

The Board of Directors shall annually appoint a Committee on Nominations consisting of three Active members, one of whom it shall name Chairman. Only one member of the Committee may be a member of the Board of Directors. It shall perform its duties in accordance with the provisions of 5.12 (B) and (C).

 

Procedure.

(A) The names of the members of the Committee on Nominations shall be published in the official jJournal of the Society at least ninety days before the Annual Meeting and shall be announced at the first session of the annual business meeting.

(B) The Committee on Nominations shall nominate one Active member for the each of the following elective offices of the Society: President-Elect/Secretary-Treasurer, one Active or Corresponding member for the offices of First Vice-President, Second Vice-President, and Third Vice-President and one Active member for each elective place to be filled on the Board of Directors. The filling of the office of President shall be governed by the relevant provisions of 3.12; the filling of the office of Chairman of the Board of Directors shall be governed by the relevant provisions of 4.10.


(C) At the second session of the annual business meeting of the
members of the Society, the Committee on Nominations shall report, in writing, the names of the nominees. Following this report an opportunity shall be afforded for nominations from the floor for each of the positions, and the presiding officer shall announce the time that the elections will occur.

(D) Election shall be by a majority of the votes cast, and if there is more than one nominee for any position, voting for that position shall be by ballot. In the event that no candidate receives a majority of the votes cast, the name of the candidate with the smallest number of votes shall be eliminated, except when there is a tie for the smallest number, and a new vote taken. This procedure shall be continued until one nominee receives a majority.

 

CHAPTER VI

6.00 Publications

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6.11 The Board of Directors may, from time to time, establish such other publications as it deems appropriate.

 

CHAPTER VII

7.00 Restricted Funds

7.010 RSNA Research and Education Foundation

 

CHAPTER VIII

8.00 Meetings of Members

 

8.10 Annual Business Meeting. The Society shall hold at least one business meeting of the members of the Society in each calendar year, which annual business meeting shall be held during the Annual Meeting of the Society that includes the Annual Scientific Program and Refresher Courses. The Board of Directors shall fix the time and place of such annual business meeting of the members and shall in general assume responsibility for its conduct and direction. All members shall be notified in writing, or in the Journal, at least five days but not more than 60 days before the meeting.


CHAPTER XII

12.00 Amendments

Amendments to these Bylaws can be made only by a two-thirds vote of the members of the Society present and voting at an annual business meeting or a special meeting, provided that the proposed amendment or amendments have been approved by the Board of Directors and submitted in writing to the members in the notice of the meeting or published in the official jJournal of the Society at least thirty days prior to such meeting. Any such amendment or amendments so adopted shall become effective immediately upon adoption unless such amendment otherwise provides.

Awards:  The president announced to the membership, and for the official record, that Honorary Memberships were awarded to Sneh Bhargava, MD, New Delhi, India; Paul M. Parizel, MD, PhD, Antwerp, Belgium; and Jacob Sosna, MD, Jersualem, Israel. The president also announced that Gold Medals, the highest honor of the Society, were presented to William J. Casarella, MD, Atlanta, Georgia; Sarah S. Donaldson, MD, Stanford, California; and Deborah  Levine, MD, Boston, Massachusetts.

Election:  The Committee on Nominations consisted of Ronald L. Arenson, MD, Mill Valley, California and Richard L. Ehman, MD, Rochester, Minnesota, members; and Valerie P. Jackson, MD, Tucson, Arizona, Chair. Dr. Jackson presented the committee’s slate of nominees for election.

 

The officers elected were: President-Elect/Secretary-Treasurer James P. Borgstede, MD, Colorado Springs, Colorado, and Board Member to serve a six-year term, Jeffrey S. Klein, MD, Burlington, Vermont.

There was no new business presented and no unfinished business.

 

James P. Borgstede, MD

President-Elect/Secretary-Treasurer