FAAA By-Laws

The name of this organization is the Florida Academy of Anesthesiologist Assistants, hereinafter referred to as the FAAA.

The purpose of the FAAA is to provide a statewide organization dedicated to the ethical advancement of the Anesthesiologist Assistant (AA) profession and to excellence in patient care through education, advocacy, and promotion of the Anesthesia Care Team. Furthermore, the FAAA support the goals and efforts of our parent organization, the American Academy of Anesthesiologists Assistants, hereinafter referred to as the AAAA.

Section 1: General

Eligible persons become members in the FAAA by approved application, payment of dues or as set forth otherwise by the Board of Directors, hereinafter referred to as the Board. Application for membership shall be made in the manner and form prescribed by the board.

Membership is for one year and may be renewed annually if the member is in good standing with the FAAA Board, and has fulfilled the requirements of membership as set forth herein.

Section 2: Fellow Members

A. Eligibility:

Fellow members are those members of the FAAA who (i) are graduates of an approved program for the training of AAs; (ii) are currently licensed, certified, or otherwise sanctioned to practice as an AA; and (iii) although not required, should attempt to maintain active membership in the AAAA; and (iv) demonstrate the ideals and principles for which the FAAA stands.

B. Rights:

Fellow members of the FAAA shall have (i) the right to vote in all elections, general and special; (ii) the right to hold office positions; and (iii) the right to enjoy all benefits which shall accrue to the FAAA.

Section 3: Student Members

A. Eligibility:

Student members are those members of the FAAA who (i) are currently enrolled in, or (ii) have recently graduated from, an approved program for the training of AAs. Student members will retain student membership status until the next dues cycle, at which point they are eligible to apply for Fellow status.

B. Rights:

Student members may enjoy all rights and privileges of membership in the FAAA; provided, however, that student members may not hold general office positions, or vote except as set forth in this document.

Section 4: Out of State Members

A. Eligibility:

Out of State members are those members of the FAAA who (i) are graduates of an approved program for the training of AAs; (ii) are currently licensed, certified, or otherwise sanctioned to practice as an AA in states other than Florida; and (iii) although not required, should attempt to maintain active membership in the AAAA; and (iv) demonstrate the ideals and principles for which the FAAA stands.

B. Rights:

Out of State members of the FAAA shall have (i) the right to enjoy all benefits which shall accrue to the FAAA, but are not entitled to vote and may not hold any office position.

Section 5: Emeritus Members

A. Eligibility:

Emeritus members are persons of distinction who have rendered outstanding service to the FAAA and are nominated to Emeritus membership by the Membership Committee and elected by the Board.

B. Rights:

Emeritus members are entitled to all rights and privileges of Fellow members, are not required to pay dues, fines or assessments, and are elected to the FAAA for life.

Section 6: Physician Affiliate Member

A. Eligibility:

Physician affiliate members are allopathic and osteopathic physicians licensed to practice in the United States of America who support the ideals and principles for which the FAAA stands.

B. Rights:

Physician affiliate members shall enjoy all benefits, which shall accrue to the FAAA, but are not entitled to vote and may not hold any office position.

Section 7: Prospective Student Member

A. Eligibility:

Prospective Student members are parties interested in seeking enrollment in an approved program for the training of AAs or those who have applied for AA programs and awaiting acceptance. Prospective Student members will retain prospective student membership status for one year or until they are eligible to apply for Student status.

B. Rights:

Prospective Student members shall enjoy some member benefits as determined by the Membership Committee but are not entitled to vote and may not hold any office position.

Section 8: Termination or Suspension of Membership

The membership and associated rights of any person will be terminated or suspended as prescribed by the Board, subsequent to the following:

• Resignation
• Failure to meet the requirements for membership as set forth herein by the Membership Committee
• Default in payment of dues, as may be defined by the Board
• For cause, as may be recommended by the Membership Committee to the Board and approved by two-thirds of the Board

The interest of any member in any property of the FAAA shall cease upon termination of membership.

Section 9: Reinstatement of Membership

Reinstatement of any member previously terminated shall require the filing of a new application for membership.

Section 10: Dues

The Board shall determine membership dues and terms of payment.

Section 1: Annual Meeting

There may be at least one annual meeting of the members of the FAAA for the purpose of continuing medical education, advancement of FAAA interests, and discussion of necessary business.

• The locations and dates of the annual meeting shall be approved by the Board.
• Registration fees for the annual meeting shall be determined by the Board.

Section 2: Special Meetings

Special meetings may be convened by order of the Board, the President, or upon written request to the President or Board of at least one-third of the voting members of the FAAA.

Section 3: Notice of Meetings

Notices shall set forth the time, place, and purpose of the meeting. Prior notice of meetings shall be given as follows:

• Annual Meetings: 60 calendar days
• Special Meetings: Seven calendar days

Section 1: General

The voting members of the Board shall consist of the President, President-Elect, Immediate Past President, Secretary, Treasurer and seven directors elected from the at large membership of the association. In the event that an Executive Director position is created, this person shall serve as a non-voting member of the Board, except in the case of a tied election.

Section 2: Term of Office

All directors shall start their term on January 1.

• A person who wishes to serve as a Director must be nominated and elected by active members of the FAAA.
• Directors elected shall serve for terms of three years each with the right to be re-elected for another three year term without limits.
• The Immediate Past President may become immediately eligible for election to the Board after serving their term as Immediate Past President.

Section 3: Independent Contractors

The Board may employ, or authorize the employment of, paid personnel and may fix the terms and conditions of such employment.

Section 4: Advisory Appointments

The President may appoint other persons to the Board to serve in non-voting, advisory members, without election by the general membership.

Section 5: Board Meetings

The Board shall have regular meetings at such time and place as it may determine, but not less than four times per year, upon 15 days written notice to the Board. Special meetings may be called by request of three voting members of the Board. The Board shall approve the agenda of its meetings, as it deems necessary.

Section 6: Quorum

Voting members of the current Board shall constitute a quorum. At the request of any Board member, a vote of the quorum may be conducted.

Section 7: Votes

Each voting member of the Board shall have one vote and such voting may not be done by proxy. When necessary, in the course of business, acceptable formats for voting among the Board include physical presence, telephone, facsimile, or electronic mail.

In the event of a voting tie, the Executive Director will be given a voting right to serve the purpose of breaking the tie. If it becomes necessary for the Immediate Past President to assume the office of President, the Immediate Past President shall assume the voting privileges and responsibilities charged to the office of the President.

Section 1: General

The officers of the Board shall be the President, President-Elect, Immediate Past President, Secretary, and Treasurer. The duties and responsibilities of all elected officials may include shall be set by the Board and may be revised on a regular basis.

Section 2: Term of Office

All officers shall take office on January 1, or immediately after completion of extended or delayed election period approved by the board of directors. The President, President-Elect, and Immediate Past President shall serve for a term of one year, or until their successors shall be duly elected and qualified. The Secretary and Treasurer shall serve for a term of two years, or until their successors shall be duly elected and qualified.

Section 3: Board Appointments

The Board may elect or appoint such other officers as deemed necessary, such as Assistant Secretary and Assistant Treasurer, in an ex-officio manner.

Section 4: Executive Committee

The Board shall create an Executive Committee (EC) composed of the President, the President-Elect, the Immediate Past President, the Secretary, and the Treasurer. The Executive Director shall be an ex-officio member of the EC.

The President, or in the absence of the President, the Immediate Past President, shall have the power to call a meeting of the EC. Minutes of all actions taken by the EC shall be verified by the Secretary and reported to the Board.

The election of officers and directors shall be completed by the Fourth Quarter Board meeting of the given election year. With two thirds approval by the board of directors, election of officers may be extended or delayed as deemed appropriate by the board of directors.

Section 1: Nominations

Nominations of officer and director positions may be submitted by the general membership to the Governance Committee at least 60 days prior to the election. All nominees are requested to give the Chairman of the Governance Committee a brief resume along with a statement of willingness to serve. Condensed versions of the resumes shall be posted on the official FAAA website prior to the election.

Section 2: Elections and Voting

• The election process will be conducted electronically on the FAAA website or email; Changes to the voting process to ensure fairness and anonymity may be made at the discretion of the Board based on current membership, logistics, and resources. No proxy voting will be permitted.
• Electronic or email ballots are to be collected and counted by the FAAA Executive Offices. Election results are to be confirmed by the Executive Director and/or Immediate Past President.
• The nominee for each office receiving a majority of all votes cast shall be declared elected. An additional vote shall be taken if necessary to determine which of two or more nominees receiving an equal number of votes shall be elected.
• All candidates will be notified of election results within five days of the close of the voting period by the Immediate Past President or by the FAAA Executive Offices. Results will also be disclosed to the Board. General Membership will be notified of election results within 30 days of the close of the voting period.
• In rare cases, the nominations and elections process may encounter circumstances not outlined in these Bylaws. In these cases, the EC and/or Board will have a special meeting to determine how to proceed, taking into consideration the current membership and available resources. The General Membership will be notified in a timely manner by email, FAAA website, Newsletter, or mail.

Section 3: Vacancies

All vacant director positions on the Board shall be filled by a majority vote of the Board at the Board meeting following the creation of the vacancy, or as soon as thereafter feasible. A member appointed to fill a vacancy shall hold office for the unexpired term of vacancy.

A member's service on the Board shall be terminated secondary to:

• Resignation
• Death
• Expiration of term of office
• Removal

Non-attendance at any two regular meetings of the Board within a fiscal year, without a valid excuse, may result in Board action to terminate the director or officer.

Section 4: Resignation

Any elected officer or director may resign by giving written notice to the President. Such resignation shall take effect at that time or upon the event specified in such written notice or if none, upon receipt by the President.

Section 5: Removal

Any elected officer or director may, after due and proper hearing before the Board, be removed from office due to failure or unwillingness or inability to serve, malfeasance, or conduct unbecoming a member. In such a case, a vote of seven voting members of the Board shall be necessary to sustain removal at the next subsequent meeting of the Board. The Board member being considered for removal shall have no voting privileges on this issue.

The Board may employ a person or entity as Executive Director. The Executive Director shall be the chief administrative officer of the FAAA.

The Executive Director may be compensated pursuant to a written agreement negotiated between the Board and the Executive Director.

The Board shall have the ability to create or dissolve standing committees, ad hoc committees, special committees, and task forces that are deemed necessary for the betterment of the organization. Committees shall be charged with duties as assigned and put in writing by the Board.

Section 1: Committee Chairpersons

The President's appointment of committee chairpersons shall be completed prior to the Third Quarter Board meeting.

• All committee chairpersons, or a designee, shall be present at all Board meetings. Failure to attend two Board meetings within a fiscal year without a reasonable excuse is grounds for removal of the chairperson of said committee as determined by the Board.
• The chairperson of each committee shall submit a written report to the Executive Director for distribution containing a summary of committee activities. Failure to submit a report without a reasonable excuse is grounds for removal of the committee chairperson as determined by the Board.
• Subcommittees are subject to the same rules and regulations as the other standing and special committees.

Section 2: Committee Members

All voting committee members shall be fellow, affiliate, or student members in good standing with the organization.

• The President shall appoint members to all standing and special committees, based on the recommendations of the committee chairperson, no more than 30 days after the committee chairperson's appointment.
• The chairperson of each committee shall recommend to the President for appointment as many members to said committee as deemed necessary. The Committee Chair may invite an outside entity to sit on said committee in an ex-officio manner.
• The President-Elect may serve on any committees in an ex-officio manner. The Executive Director may serve on all committees in an ex-officio manner.

A component academy shall be defined as an organized group of AAs that have been duly chartered as such by the AAAA. No more than one component academy may be chartered in any one state, territory, or the District of Columbia of the United States.

For the purposes of this document, a "society" shall be defined as a preexisting group of state AAs applying for a component academy charter from the FAAA. Policies and procedures governing component academies of the FAAA will be set forth by the Board at the time of formation of such a "society".

Any possible conflicts of interest shall be addressed as set forth in the AAAA Handbook of Policies and Procedures.

Section 1: Authorization

Any person who is a director or president of the FAAA shall be indemnified by the FAAA for any expense resulting from any suit or proceeding, to the extent that it is determined that such indemnification is proper (in according with applicable state law), provided there has been no malfeasance on the part of the said director or president in such action.

When dissolution is voted, the vote of a majority of the members voting shall designate five members of the Board, who, within the time fixed by the members at the time of their designation, or within an extension thereof, shall liquidate the assets and distribute them in accordance with applicable state law and this document. In the event of such dissolution, and after payment of all outstanding obligations, any assets remaining shall be liquidated and the proceeds distributed to members in the same proportion that each member's current dues bear to the total dues paid by the same active members.

Section 1: Construction and Interpretation

The construction and interpretation of these Bylaws by the Board shall, in the absence of prior interpretation and subject to subsequent interpretation by the Board, be final and binding.

Section 2: Amendments and Revision

These Bylaws may be amended, or regulations may be adopted, by either the vote of a two-thirds majority of the eligible voting members of the FAAA present in person at a general or special meeting held for such purpose; or vote submission by postal mail or any electronic form that is approved by the Board.