Society of Philippine Surgeons in America

*** Please Note that there had been Amendments to the Constitution and Bylaws Appended at the end.

CONSTITUTION and BY-LAWS

ARTICLE I

Name

The name of the organization is the Society of Philippine Surgeons in America, Inc., also known as SPSA.

ARTICLE II

Objectives

The objectives of this society shall be as follows:

To unite and organize surgeons of Philippine extraction or non-Filipino physicians who graduated from recognized Medical Schools in the Philippines; who were trained in the United States & its Territories or Canada and similarly qualified allied physician specialists & non-physician technologist whose specialty directly impacts on surgery as a specialty.

To provide a venue and forum in continuing medical education and sharing of experience in the field of surgery and medical practice, economics, and the art of medicine as a whole.

To encourage its members to keep abreast with the advances in surgery and in medicine in general, and to inspire and support them to actively participate in organized medicine in the United States.

To foster camaraderie among the members and colleagues through social activities, personal contacts, its publication and/or website.

To provide the ways and means of enabling its members to render voluntary medical missions and charitable services for the needy people of the United States, of the Philippines and other countries.

To maintain a not-for-profit organization of United States and its Territories- or Canada-trained surgeons & allied physician specialists whose specialty directly impacts on the surgical specialty.

ARTICLE III

Membership
Section 1.

The members of this Society shall be doctors of medicine, doctors of osteopathy & allied professionals. They shall be known as Fellows of the Society of Philippine Surgeons in America.

There shall be only six ( 6 ) classes of Fellows:

1. Founding Fellow
2. Regular Fellow
3. Honorary Fellow
4. Associate Fellow
5. Life Fellow
6. Allied Fellow

Section 2. Classes of Fellowship:

Founding Fellows- These are the original members who established the Society of Philippine Surgeons in America on October 3, 1972.

Regular Fellows-These are the founding members and eligible members, who have completed their surgical training in the United States & its Territories or Canada as well as allied medical specialists whose specialty directly impacts on surgery as a specialty, who have applied for, qualified, and accepted as Fellows of the Society of Philippine Surgeons in America, and who are current in the payment of their annual membership fee each year.

Honorary Fellows- These are individuals, medical or non-medical, who have distinguished themselves and contributed significantly to medicine or surgery, or who have rendered an invaluable service to the Society of Philippine Surgeons in America.

Associate Fellows- These are individuals who are surgical residents and residents in the allied medical specialty, whose specialty directly impacts on surgery as a specialty. They can not hold an elective office in the society.

Life Fellows- These are those who have satisfied the requirements of Regular Fellowship for at least two years, and who have since paid the appropriate fee for Life Fellowship, and hence no longer required to pay any annual dues.

Allied Fellows- These are non-physician technologists ( surgical, radiological, Anesthesia, pathology, etc ) who directly impacts on surgery as a specialty. They however can not hold an elective office in the society

Section 3. Requirement for Fellowship

The nomination of a candidate for Fellowship shall be by invitation only by a Fellow in good standing in the Society, who shall vouch, in writing, for the Candidate’s character and standing. A Fellow is required to up-hold the Constitution and By-Laws set forth by the Society and shall always behave in a decorum becoming of a physician.

ARTICLE IV

Officers
Section 1.

The officers of the Society shall consist of a President, President-Elect, Treasurer and Executive Secretary. The Elective Officers shall hold office for one year, unless otherwise specified.

The Board of Governors shall be composed of twelve (12) Elected Members. Initially, the first three Fellows receiving the highest votes shall serve for four (4) years, the next three for three (3) years and so forth. Each year thereafter, three (3) Members of the Board shall be elected for four (4) years.

The Officers, the Board of Governors, the two (2) immediate Past Presidents, and the Chairman of all the Standing Committees shall constitute the Governing Body of the Society.

A Regular Fellow of good standing for at least two (2) consecutive years shall be eligible to hold an elective office, except for the office of President-Elect. The candidate for President-Elect must have served a minimum of two (2) years in the Governing Body.

Election of Officers
Section 2.

The nominating committee shall be composed of two (2) Fellows who are not members of the Governing Body, to be elected from the general membership during the annual meeting of the year prior to their term of office in the nominating committee, and the three (3) immediate Past Presidents to be chaired by the Past President most remote. They shall be responsible for the nomination of all officers and Governors for the ensuing year as well as the conduct of election for that year. The nominating committee shall submit only one nominee for each position to be filled. Nominations from the floor will be accepted during the general membership meeting. The elected officers shall be notified in writing of their election by the Nominating Committee or whoever they so designate, and the Officers shall take office immediately after the annual meeting.

Vacancies

Section 3.

Any vacancy occurring during the year among the officers and the Board shall be filled by appointment by the Governing Body, except the office of the President which shall be filled by the President-Elect.

Advisory Council to the Governing Body

Section 4.

This Council shall be composed of any and all Past Presidents whose main function is to act in advisory capacity on issues that the Governing Body may present to them. Members of the Advisory Council may not seek an Elective Office in the Society

ARTICLE V

Meetings
Section 1.

The annual meeting of the Society shall be held during the summer months, whenever possible. The Governing Body may decide to change this date.

Section 2.

The Governing Body shall meet at least twice (2) a year, winter and summer, to run the business of the Society.

Section 3.

The Officers shall meet from to time, whenever needed, at the discretion of the President, or on the request of the majority of the officers, to execute the business of the Society.

Quorum

Section 4.

Provided that the meeting shall have been properly called for the purpose of transacting official business, any number of members of the Governing Body shall constitute a quorum for the Governing Body, and any number of members of the SPSA likewise shall constitute a quorum for the general membership meetings.

BY-LAWS

ARTICLE I

Duties of the Officers

President

Section 1.

The President shall preside at all general sessions of the association and the session of the Governing Body. He shall deliver an annual address at the annual meeting of the Society. He shall be the Chairman of the Governing Body and perform such duties as pertain to the principal administrative officer of a corporation. He shall be ex-officio member of all the committees of the Society. His appointments, and removal from office of a previously appointed official, shall be subject to the approval and confirmation by the Governing Body. If the office of President shall become vacant, the President-Elect shall succeed to the Presidency and complete the unexpired term of such office.

President-Elect

Section 2.

The President-Elect shall be a member of the Governing Body of the Society and an ex-officio member of all the committees of the Society. He shall assume the duties of the President during the temporary absence or disability of the latter. If the office of President shall become vacant, the President-Elect shall serve as President during the balance of the term of office for which the President was elected.

Immediate Past President

Section 3.

The Immediate Past President shall be a member of the Governing Body of the Society for a period of two (2) years immediately following his term as President, and during such period shall be an ex-officio member of all committees of the Society. The immediate Past president, as well as all the Past Presidents shall constitute the Advisory Council of the Society and shall have the right of the floor for discussion at all meetings of the Governing Body.

Executive Secretary
Section 4.

The Executive Secretary shall be elected by the Governing Body for a term of two (2) years. He may not serve for more than three (3) consecutive terms. He shall be a member of the Governing Body. He shall be (ex-officio) secretary of the Society, its Governing Body and all its committees. He shall be the Executive Agent of the Society and shall transport its business documents under the direction of the Governing Body.

The Executive Secretary shall have charge of the business office of the Society and may employ such aid as shall be authorized by the Governing Body. He shall be custodian of all books and papers belonging to the Society except those of the Treasurer’s. He shall conduct the official correspondence, notify members of meetings, notify officers of their election, notify members of committee appointments and duties, and shall perform such other duties as may be assigned to him by the President and the Governing Body.

Treasurer

Section 5.

The Treasurer shall be elected by the Governing Body for a period of two (2) years. He shall keep a complete set of books concerning receipt and expenditures of the Society. He shall be the custodian of all the monies of the Society. He shall receive all funds of the Society from every source whatever and shall deposit and keep funds due the Society in a bank or banks of deposit approved by the Governing Body. He shall pay money out of the treasury upon vouchers as directed by the Board or appropriate committee. He shall present the Society’s financial report during the meeting of the Governing Body and during the annual meeting of the Society.

Governing Body

Section 6.

The Board of Governors, the Officers, the two (2) immediate past Presidents and the Chairman of the Standing Committees shall constitute the Governing Body. It shall act as the policy making body of the Society. It shall exercise its constitutional authority in promulgating the objectives of the Society. It shall act as Board of Ethics an conduct any trial of any alleged erring Fellow of the Society. Any number of members of the Governing Body shall constitute a quorum.

ARTICLE II

Committees

Section 1.

The Committees of the Society shall be Standing and Special (Ad Hoc). The Standing Committees shall be created by the Governing Body. The Special Committees shall be created by the President and shall have a tenure concurrent with the term of office of the latter.

Section 2.

The Standing Committees of the Society are as follows:

Committee on Constitution & By-Laws

Membership & Credentials Committee

Nominating Committee

Committee on Continuing Medical Education

Committee on Publications

Convention Committee

G. Liaison Committee: SPSA Liaison to the Philippine College of Surgeons
H. Website Committee:

Section 3.

The position of CME Chairman, Editor of the Philippine Surgeon, and the Director of SPSAtoday website shall be permanent appointments and may be vacated only by resignation, death, or for due cause.

ARTICLE III

Membership

Section 1.

The membership dues shall be fixed by the Governing Body of the Society. Except for the Life and Honorary Fellows, all other Fellow are required to pay membership dues. Each Fellow shall receive a Certificate of Fellowship upon acceptance to the Society, or upon request of a current Fellow.

Section 2.

Any Fellow in arrears for one or more years being notified of the fact in writing by the Executive Secretary twice (2), the last one by registered mail, and not paying his dues within two (2) month, shall forfeit his Fellowship. Readmission will require payment of unpaid dues, only if he is in arrear for one year. Beyond one year, he will be required to complete an application form plus payment of all past dues. Any member who has not attended the annual meeting for three (3) consecutive years without valid reason, shall also forfeit his Fellowship and will require reapplication for readmission to the Society.

ARTICLE IV

Chapters

Section 1.

The Governing Body shall have the power to promulgate rules and regulation governing any formation of chapter or organizations the Society wishes to establish.

ARTICLE V

Amendments

Section 1.

This Constitution and By-Laws may be amended at any regular or annual meeting, or at a special meeting called for that purpose provided that the proposed amendments shall have been presented in writing and provided that such amendments was mailed to each Fellow at least two (2) weeks before the date of the meeting at which the vote thereon is to be taken. An affirmative vote of three-fourth (3/4) of the Fellows present and voting shall be necessary to adopt any amendments.

Section 2.

All adopted amendments shall be appended as a part of this Constitution and By-Laws.

ARTICLE VI

Ratification

Section 1.

The Constitution and By-Laws may be ratified by three-fourths (3/4) of all the Fellows present and voting.

RLL/PSC 08-08-08

AMENDMENTS TO THE CONSTITUTION AND BY-LAWS OF THE SOCIETY OF PHILIPPINE SURGEONS IN AMERICA

WHEREAS, the Society is about to enter its 50^th year of existence in 2022.

WHEREAS, the age of the current active members with very few exceptions is between the age of 60 and above with no possible realistic infusion of new and younger members from 2^nd generation Filipino-American surgeons or from graduates of Philippine Medical Schools obtaining graduate medical education in this country; a previous source of membership.

WHEREAS, the mission and goals of the Society is now limited to supporting the Annual Surgical Mission to the Philippines, including funding for other mission programs.

WHEREAS, the current organizational structure of the Governing body of the Society is no longer relevant to the limited mission and goal of the Society.

WHEREAS, Fellows of the Society of Philippine Surgeons in America (SPSA) strongly desire to keep and maintain the existence and well being of the Society as the Prime and Prestigious Organization of Filipino -American Surgeons, currently well known nationally and internationally.

RESOLVED THEREFORE: That the following amendments shall be incorporated to the Constitution and By-Laws of the Society after ratification by 2/3  of the voting members.

GOVERNING AMENDMENTS, S P S A COUNCIL OF PAST PRESIDENTS

1. These provisions below shall be appended as amendments to the original Constitution and Bylaws of the Society of Philippine Surgeons in America, adopted at its foundation in 1972. These promulgations shall serve as the main governing principles and rules of the Society as it inaugurates its Golden Anniversary in July 2022 and establishes the SPSA Council of Past Presidents, which shall function as the governing Board.
2. All Fellows of the Society of Philippine Surgeons in America since 1972, active or not, shall remain Fellows of this exclusive surgical society, and may attend and participate at the meetings of the SPSA Council of Past Presidents. There shall be no membership fee levied. No SPSA Fellow’s name shall be deleted from the roster of SPSA Fellows, simply because of non-activity or non-payment of membership dues, because we are not sure all our Fellows are receiving our communication to them. Deletion from membership (termination) shall be only for a due cause.
3. The SPSA Council of Past Presidents (SPSA-CPP) shall be composed of all active SPSA Fellows who have been president of the Society who agree to be on the Council and participate, and any SPSA Fellow who has distinguished himself/herself in the field of surgery and has contributed immensely to the SPSA. Any member of the SPSA Council of Past President may nominate such a Fellow as member of the SPSA Council of Past President, with the concurrence and approval of at least 2/3 of the Council. All other SPSA Fellows shall be general members of the Council.
4. In line with seniority, for expedition, and to preclude any divisive politics, the Chairman of the SPSA Council of Past President shall be elected in chronological order starting with the 1972 Founding President as its first chairman, followed by the next past president (according to year of induction) who consents to serve, and so on down the line. The Chairman, who shall be officially proclaimed by the entire Council, shall have a term of one year, to be succeeded by the one next in line, and so on, each to have the official formality approval of the Council.
5. In the event of incapacity or resignation of a sitting Council Chairman during the term of office, the succession will be in accordance with the chronological order earlier described. The term of the successor will be for one year, from the time he/she takes over the unexpired term of the departing Chairman.
6. The other officers of the SPSA Council of Past Presidents shall be  composed of an Executive Director, who would also be a Special Counsel to the Chairman of the Council, a Treasurer, a Chairman on Membership, a Chairman of the Committee on Surgical Mission, a Convention Chairman, a By-Laws Chairman, and a Liaison to the Philippine College of Surgeons. These seven (7) officers shall have a permanent tenure, except for resignation, the inability to perform the functions of the office, or terminated by the Council for a due cause. These seven appointments shall require the approval of the Council at its first meeting.
7. Budgets will be allocated for the SPSA-CPP office administrative expenses, under the management of the Executive Director, for the Committee on Medical Missions, and other funding for approved projects or expenses. The Council shall oversee all financial matters, and any expenditure will be subject to the approval of the Council.
8. These amendments shall take effect immediately following approval by the SPSA Fellows present at its initial meeting on October 6, 2021 in Las Vegas, Nevada.
9. Any and all matters and parliamentary technicalities not covered by these amendments shall be governed by the newly revised Deluxe 12th edition of the Robert’s Rules of Order.      

Respectfully submitted to the President of SPSA, the Membership and Governing Board for consideration and action.

Following the approval of these amendments by 2/3 of the voting members, the new Governance of the Society shall take effect at the end of the term of office of the current President and Board of Governors.

Ad-Hoc Committee on Amendments to the Constitution and By-Laws of SPSA

Co-Chairs.  

Hernan M. Reyes, MD, FACS

Daniel Fabito, MD, FACS

Members

Ed Barcelona, MD, FACS

Philip Chua, MD, FACS

Bayani Ignacio, MD, FACS

Ed Quiros, MD, FACS

Initial draft: May 24, 2021,

2^nd draft: May 26, 2021; following critique and incorporation of changes recommended by Co-Chair, Danny Fabito and members of the Committee.

Final draft: May 31, 2021, for final review and approval by the Ad Hoc Committee members.

Final draft: June 2, 2021.

Hernan M. Reyes, MD, FACS

Email: hmr.pds@gmail.com

Captiva, FL, 05/31/2021

***Note. On Article 2, the last sentence was appended during the 2nd Meeting of the Governing Board October 5, 2021

Article 3, 2nd sentence, the word honorary was removed from the “honorary member”, during the first meeting on October 3, 2021

The Amendments to the Constitution and By-Laws were ratified with a unanimous vote during the Fall Meeting of the SPSA in Las Vegas on Oct. 3-6, 2021.