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Article 5: Officers

SECTION 1. The elected officers of the Society shall consist of a President, a President-Elect, a Secretary and Treasurer, all of whom must be active regular members in good standing at the time of their election and during the terms of their offices. They shall be elected by a simple majority vote of the eligible voting membership as prescribed in the ASTS policies and procedures for Officer and Councilor Nominations and Elections.

SECTION 2. All officers shall serve without compensation.

SECTION 3. The President shall be chief executive officer of the Society and will serve for only one year. Subject to the directions of the Council, s/he shall have and exercise direct charge of and general supervision over the business and affairs of the Society and shall perform all duties incident to the office of a president of a corporation, and such other duties as from time to time may be assigned by the Council. The first President of the Society shall be Dr. T. Starzl.

SECTION 4. The President-Elect shall succeed to the office of President upon completion by the President of the term in office or upon any earlier vacancy in the office of the President. The first President-Elect shall be Dr. F. Belzer.

SECTION 5. The Secretary shall be responsible for keeping the minutes of all meetings of the Council and of the membership of the Society and shall serve for three years; and shall see that all notices are duly given in accordance with the provisions of the law and these Bylaws; and shall oversee the keeping the membership records of the Society and be custodian of all contracts, assignments, and other legal documents and records. In general, the Secretary shall be responsible for all duties incident to the office of a Secretary of a corporation.

SECTION 6. The Treasurer shall also have charge of and be responsible for all funds, securities, receipts, and authorized disbursements of the Society and shall deposit, or cause to be deposited, in the name of the Society, all money or other valuable effects in such banks, or other depositories as shall from time to time be selected by the Council. The Treasurer shall serve for three years and shall render to the President and to the Council, whenever requested, an account of the financial condition of the Society; and shall in any event report annually to the Council and membership and shall submit financial statements certified by any group of individuals chosen by the Council. In general, the Treasurer shall perform all the duties incident to the office of a Treasurer of a corporation.

SECTION 7. An audit of the Society’s financial status shall be performed by an independent professional auditor yearly and the results of this audit reported to the membership at the annual meeting.

SECTION 8. The Historian shall be appointed by the President with the advice and approval of the Council for a term of four years, and subject to re-appointment by the President every four years. The Historian will be a non-voting member of the Council. The Historian will also act as an Archivist and maintain all documents and memorabilia associated with the establishment and function of the American Society of Transplant Surgeons on a continuing basis. The Historian will provide the council with an annual report of the proceedings of the Society in a narrative form with emphasis on historical highlights, including personal, social, and scientific events. The Historian will be directly responsible to the President in his/her functions.

SECTION 9. The Society shall be administered and managed by an Executive Director selected by and directly responsible to the Council.  He/She shall be a non-elected, non-voting officer of the Society.  The Executive Director shall perform such duties as may be specified by the Council and outlined in the employment contract.

SECTION 10. The Society shall indemnify the officers, directors, committee members and staff for acts undertaken within the scope of their authority in order to protect against personal liability.

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