ARTICLE XI – PEDIATRIC ANESTHESIA LEADERSHIP COUNCIL

There shall be, within the Society for Pediatric Anesthesia, a Council comprised of anesthesiologists with leadership responsibilities in pediatric anesthesiology, as specified below.

Section 11.1. Mission Statement of the Pediatric Anesthesia Leadership Council.  To provide a forum for leaders in pediatric anesthesiology to exchange ideas and experience, and to develop strategies to grow and strengthen our profession in order to better serve our patients and their families.

Section 11.2.  Administration.  The Council shall be administered as a part of the Society for Pediatric Anesthesia and the Society for Pediatric Anesthesia shall provide to the Council administrative services as may be determined to be reasonable or necessary by the Board of Directors of the Society for Pediatric Anesthesia in consultation with the Council Board.  In general, the expenses of the Council shall be funded through Council dues or other revenues generated by the Council and no liabilities or expenses of the Council in excess of such sums shall be incurred without the prior approval of the Board of Directors of the Society for Pediatric Anesthesia.  The Council Board shall annually prepare a budget reflecting reasonably anticipated dues and other sources of revenues, as well as expenses.  The Council Board may otherwise adopt policies and procedures applicable to the Council. All funds of the Council shall be deposited into an account which shall be under the supervision of the Treasurer of the Society of Pediatric Anesthesia.

Section 11.3. Members.  In order to be eligible for membership in the Council, a person must be a member in good standing of the Society for Pediatric Anesthesia.  Subject to the limitations listed below, any member of the Society for Pediatric Anesthesia may become a member of the Council upon payment of such dues and satisfaction of such criteria as may be determined from time to time by the Council Board.

In addition to the regular criteria for membership in the Society for Pediatric Anesthesia, members of the Council must meet at least one of the following requirements:

  1. Chair (or chief) of the department of anesthesiology in a freestanding children’s hospital, or
  2. Chief (or head) of the section (or division) of pediatric anesthesiology in an ACGME-recognized academic anesthesiology department, or
  3. President of the Society for Pediatric Anesthesia, or
  4. Chair of the American Society of Anesthesiologists Committee on Pediatric Anesthesia (ASA COPA), or
  5. Chair of the Executive Committee of the American Academy of Pediatrics (AAP) Section on Anesthesiology and Pain Medicine, or
  6. Chair of the Pediatric Anesthesia Program Directors Association (PAPDA).

Section 11.4. Application for Council Membership.  Any member of the Society for Pediatric Anesthesia desiring membership in the Council shall submit to the President of the Council (or his or her designee)  a membership application in such form and on such terms, including the submission of an initiation fee (if any) and dues, as may be established by the Council.  Any member of the Society for Pediatric Anesthesia who meets these requirements and has filed such an application, been approved by the Council Board of Directors (by majority vote), been approved by the Council as a whole (by majority vote), and paid any required initiation fee and/or dues, shall be designated as a member of the Council.

The membership year shall begin on January 1 and conclude on December 31.   Membership shall renew automatically as long as the requirements of Section 11.3 are met.

Section 11.5.  Termination, Resignation and Reinstatement of Membership.   Membership in the Council shall be automatically terminated for nonpayment of Council dues and may otherwise be terminated by the Council Board pursuant to procedures set forth in Section 4.4 of the Society for Pediatric Anesthesia Bylaws with respect to termination of Society for Pediatric Anesthesia membership.  Any member may resign from the Council by delivery of a written resignation to the President of the Council, but such resignation shall not relieve the member so resigning from the obligation to pay any unpaid dues, assessments or other charges which accrued on or before the date of such resignation.  Reinstatement may ensue upon written request signed by the former member and filed with the President of the Council, by the affirmative vote of not less than two-thirds of all members of the Council Board, and upon such terms as the Council Board may deem appropriate, including receipt of any dues, assessment or other charges imposed by the Council Board, including, but not limited to, those previously accrued.

Members retiring from, resigning, or otherwise losing the position(s) described in Section 11.3 will be permitted to continue as a member of the Council through the remainder of the membership year in which eligibility is lost.

Section 11.6  Officers and Board of Directors

Section 11.6.1   Officers and Directors.  The Council shall elect, from among its membership, Officers and Directors of the Council.  Except for the initial Officers and Directors selected following the formation of the Council, Officers and Directors shall be selected on the schedule and for the term of office as specified below.  The sole initial Officer of the Council shall be a President nominated by the Council Board of Directors and approved by majority vote of the members of the Council.  The Council Board of Directors shall be composed of the President and two at-large Board members.  Of the at-large Board members, one will serve as the Chair of the Board of Directors.  With respect to its Officers and Directors, the Council shall, unless specified in this section and insofar as reasonably possible, function in accordance with the provisions of Sections 6.4 through 6.16 and Sections 7.2 through 7.9 of the SPA Bylaws.  The person serving as Council President shall, during his/her term as such, also serve on the Board of Directors of the Society for Pediatric Anesthesia.  This position on the Board of Directors of the Society for Pediatric Anesthesia shall be ex officio and without vote except in the circumstance where the person holding this position shall have been elected to the Society for Pediatric Anesthesia Board in his or her own right.   The Council President shall provide the Society for Pediatric Anesthesia President and Board of Directors with such updates regarding Council affairs as may be requested from time to time.

Section 11.6.2  Terms of Office.  The President shall serve for a two year term and may be elected to two consecutive terms for a total of four years.  At-large members of the Board of Directors shall serve for staggered three years terms and may be elected to two consecutive terms.  Directors elected to initial one or two year terms at the formation of the Council may serve for an additional two terms if reelected by the Council membership.  A term-limited Officer or Director may regain eligibility for election after a period of two years of non-elected status.  Officers and Directors who do not maintain membership eligibility as specified in section 11.3 shall be permitted to serve the remainder of the membership year or until a new Officer or Director is elected but shall not be eligible for reelection.

Section 11.6.3  Elections and Quorum.  Elections for Officers and Directors shall take place by secret ballot at the Council’s annual winter (spring) meeting held in conjunction with the annual winter (spring) meeting of the Society for Pediatric Anesthesia.  The term of office shall commence at the conclusion of the annual winter (spring) meeting.  Quorum shall be 50% of the number of members in good standing plus one.

Section 11.6.4  Duties of the President.   The President shall serve as the chief executive officer of the Council and, unless specified elsewhere in these Bylaws, possess the authority and responsibility for overseeing and conducting the affairs of the Council in a reasonable and prudent manner. These duties include planning and leading Council meetings, preparing a written report of the meetings, creating a strategic plan and roadmap for the Council for the term of the Presidency, executing that roadmap, reporting to the Council Board on the annual performance of financial, roadmap and operating metrics, and developing leadership and management capability among the members of the Council.  Unless specified elsewhere in these Bylaws, the President may appoint or assemble any style of cabinet, work group, or task force(s) as necessary to assist in the business of the Council which may be comprised of Council members and non-members.  The President shall report to the Board of Directors on his/her activities and the work groups he/she oversees approximately every three months.  Any cabinet, work group, or task force appointed by the President shall serve only during the term of the President who appoints it.

Section 11.6.5 Duties of the Board of Directors.  The Board of Directors shall maintain leadership continuity of the Council during transition of the presidency and oversee the executive functions of the president during his/her term.  The Board shall review the budget as prepared by the President and the amount of the annual dues or assessments to be approved by the membership at the annual winter (spring) meeting.  The Board of Directors is responsible for leadership development and succession planning for Council Officers and Directors, ensuring a sound strategic plan for the Council, and identifying important public relations and financial matters that require the president and Council to plan and act on.  The Board of Directors shall annually evaluate the performance of the President and communicate the results of the evaluation to the President.  The Chair of the Board of Directors and the President shall communicate regularly.  The Board shall oversee the development and execution of the strategic plan and ensure the completion of any required legal or other documents required for the operation of the Council.

Section 11.7.1  Board Committees

Section  11.7.1.1  Nominating Committee.  Not later than 180 days before the date of each annual winter (spring) meeting of the Council, the Board of Directors shall appoint from among its members a nominating committee which shall be responsible for preparing a slate of candidates for vote at the upcoming meeting of the Council. The President shall not serve on the nominating committee.

Section 11.7.1.2  Ad Hoc Board Committees.  The Council Board may designate and appoint one or more additional committees to carry out such duties or activities, as it may deem necessary.  Board Committee actions will be reported to the Council Board and shall be subject to the approval of the Council Board before implementation.  A chair of each committee will be designated by the Chair of the Council Board of Directors, and at least one member of each committee shall be a member of the Council Board. The membership of such committees may be Council members or non-members.  The term of any such committee or chair shall not extend beyond the term of the Council President.

Section  11.7.2  Council Committees

Unless otherwise specified, there shall be no limit upon the number of terms or committees which a person may serve upon any standing committee of the Council.

Section 11.7.2.2  Bylaws Committee.  The President shall nominate and the Board shall approve the appointments to a Council Bylaws Committee from among the members of the Council.  The Bylaws committee is charged with reviewing and updating these Bylaws upon the recommendation of the President, the Board of Directors, or the members of the Council.  Bylaws changes may be made by an affirmative 2/3 vote by the membership at the annual winter (spring) meeting of the Council.

Section 11.7.2.3  Miscellaneous Provisions Regarding Council Committees.  Elections, notices of meeting, quorum requirements, filling of vacancies and other matters, actions and limitations of committees of the Section, not specifically defined in this Section 11.7 shall be conducted as provided in Article VIII of the SPA Bylaws, as if such committees were a committee appointed directly by the Board of Directors of the Society for Pediatric Anesthesia.

Section 11.8.   Meetings of Members

Section 11.8.1  Face to Face Meetings.  Meetings of the membership of the Council shall be held in conjunction with the winter (spring) meeting of the Society  for Pediatric Anesthesia and the fall meeting of the Society of Academic Anesthesiologists Association (SAAA)or at such other times and places as determined by the Council Board.

Section 11.8.2  Electronic or Telephonic Meetings.  Subject to approval by the Council Board, the Council may meet by electronic or telephonic means.  Meeting notice must be given by email or other Board-determined means as least two weeks in advance of any electronic or telephone meeting.  Quorum will be as specified in Section 11.6.3.

Section 11.8.3  Electronic Voting.  Matters requiring vote other than the election of Officers and Directors may be submitted to the membership and tallied by electronic means.