STATEMENT OF ORGANIZATION
AND BYLAWS OF
TEXAS SOCIETY OF ANESTHESIOLOGISTS
POLITICAL ACTION COMMITTEE
A separate and segregated fund (the “Committee”) is hereby established by the Texas Society of Anesthesiologists, Inc.(“TSA”), as permitted by the Texas Election Code.
NAME AND PURPOSE
1.1 Name. The name of the Committee is the Texas Society of Anesthesiologists Political Action Committee, also known as “TSAPAC.”
1.2 Purposes. The Committee is organized and will be operated exclusively for the following purposes:
receiving and accepting contributions from the friends, members, and employees of the Texas Society of Anesthesiologists in accordance with Article V of these Bylaws;
making distributions to promote the nomination or election of candidates to Texas state elective public office in accordance with Article VI of these Bylaws; and
to engage in such other activities as is permitted by the applicable provisions of the Texas Election Code.
1.3 Political Philosophy. The goal of the Committee is to support the medical practice of anesthesiology and the anesthesiology profession in the State of Texas. To that end, the Committee will support the nomination and election of candidates to Texas state offices who seek, through responsible means consistent with the principles of a democratic society, to further the mission, goals and objectives of this profession. Such candidates shall be limited to those who, in the judgment of the Committee and in accordance with these Bylaws, have extraordinary influence in the legislative process as it relates to issues of importance to this profession. The Committee’s funds shall be expended in coordination and cooperation with the Texas Medical Association and its Political Action Committee.
2.1 Principal Office. The principal office of the Committee will be 401 West 15th Street, Suite 990, Austin, Texas 78701, or such other location as the Board may, from time to time, determine.
3.1 Management of the Committee. The direction and management of the affairs of the Committee and the control and disposition of its properties and funds, including the authority to make contributions on behalf of the Committee and to determine the size of such contributions, are vested in a Board, which shall consist of no more than 30 members. The Board shall also assist in the planning and implementation of the solicitation of contributions of the Committee.
3.2 Elections and Vacancies. Membership positions will be filled annually as their terms expire by selection of the TSA President-Elect, in the same manner and at the same time that TSA Committee appointments are made. Vacancies for unexpired terms will be filled in the same fashion. Vacancies in the office of Chair shall be filled by selection of the TSAPAC Board of Directors, with approval of the TSA Board. In selecting members of the Board, the President-Elect shall consider geographic distributing and shall seek, as much as possible, to equalize representation among the districts of the TSA.
3.3 Meetings. Meetings of the Board may be held whenever called by the Secretary of the Committee, upon the direction of the Chair of the Committee, or upon request of 1/3 or more of the Board members; and the Secretary will give such notice of the meeting in advance thereof, as he or she in his sole discretion deems sufficient, to enable the Board members so notified the reasonable opportunity to attend such meetings.
3.4 Quorum. A majority of the Board will constitute a quorum for the transaction of business at any meeting of the Board convened according to these Bylaws; but if less than a majority of the Board is present at a meeting at said meeting, a majority of the Board members present may adjourn the meeting from time to time without further notice.
3.5 Manner of Action. The act of a majority of the Board members present at a meeting at which a quorum is present will be the act of the Board. Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is by all the members of the Board, and such consent will have the members of the Board may meet by means of a conference telephone or similar communication equipment so long as all persons participation in the meeting can hear each other. Decisions by the Board may also be made by electronic mail polling of the Committee membership. A majority response by the Committee to the e-mail shall be considered a quorum. Participation in such a meeting shall constitute presence in person at such meeting.
3.6 Compensation. Board members will not receive any compensation for their services other than reimbursement or payment of reasonable expenses incurred by them in behalf of the Committee.
4.1 Officers. The officers of the Committee, at a minimum, shall consist of a Chair, a Vice-Chair, a Secretary, a Treasurer, and such other officers as may be selected in accordance with the provisions of this Article.
4.2 Selection of Officers. The officers of the TSAPAC shall be selected from the members of the Board. The Chair shall be nominated by the board and approved by the TSA Board of Directors. The remaining officers shall be selected by majority vote of a quorum of the members of the Board.
4.3 Term of the Officers. Except as provided in Section 3.2, each officer shall serve for a term of one year. Officers’ terms shall begin immediately upon their election. Officers may run for re-election.
4.4 Chair. The Chair will preside at Committee meetings and have general supervisory authority over the Committee. The Chair will make periodic examinations to ensure that the operations of the Committee are in accord with all applicable laws and regulations. The Chair will also install procedures to insure the confidential and voluntary nature of the contributions by individual members and arrange for periodical audits of the Committee’s operations no less frequently than annually. The Chair will have such other duties as are delegated by the Board.
4.41 The Vice-Chair will act in concert with the Chair or in the place of the absence of the Chair.
4.5 Treasurer. The Treasurer will have charge and custody of and be responsible for all funds, financial accounts, and records of the Committee, receive and give receipts for monies due and payable to the Committee from any source whatsoever, deposit all such monies in the name of the Committee in such banks, savings and loan associations, or other similar financial institutions as shall be selected in accordance with the provisions of Article VIII of these Bylaws, ensure that the Committee is properly organized under the Texas Election Code, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Board. The Treasurer will maintain, for a period of not less than three years, detailed records of the following: (i) all contributions received by the Committee, including the name, address, and occupation of the contributor, and the date and amount of such contributions; (ii) all contributions made by the Committee to candidates of political committees, including the full name and mailing address of the recipient, the office sought by such candidate, and the date and amount of such contributions; all expenditures of the Committee, including the full name and mailing address (occupations and principal place of business, if any) of every person to whom an expenditure is made, the data and amount thereof, and the name and address of, and office sought by, any candidate on whose behalf an expenditure is made; (iii) and any other matters for which the Committee is required to maintain records by the Texas Election Code or other applicable law. The Treasurer will function as the Campaign Treasurer of the Committee for purposes of Title 15 of the Texas Election Code.
4.6 Secretary. The Secretary will keep the minutes of the meetings of the Committee’s records, and, in general, the provisions of these Bylaws, be custodian of the Committee’s records, and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or by the Committee.
4.7 Vacancies. In the event of a vacancy among the officers; the Committee shall select a person to fill the vacancy for the unexpired term; in the case of the Chair the person to fill the vacancy shall also be approved by the TSA Board.
CONTRIBUTIONS TO THE COMMITTEE
5.1 Eligible Contributors. Subject to applicable law and the provisions of this Article V, contributions to the Committee may be accepted from friends, members, and employees of the Texas Society of Anesthesiologist.
5.2 Prohibited Contributions. The following restrictions apply to all contributions received by the Committee:
No contribution will be accepted from (i) any corporation; (ii) any labor organization; or (iii) any other entity which is prohibited from making contributions or expenditures in connection with Texas state or local elections;
Contributions to the Committee will accepted only if made voluntarily and will not be accepted if secured by physical force, job discrimination, financial reprisals, the threat of any of the foregoing, or if required as a condition of employment;
No contribution will be accepted, and no expenditure will be made, by or on behalf of the Committee at a time when there is a vacancy in the office of its Treasurer or when there is not a campaign treasurer appointment for the Committee in effect at the Texas Ethics Commission;
No contributions of cash or currency will be accepted, regardless of the amount;
No contribution will be accepted unless the contributor supplies information sufficient to enable the Committee to comply with the record keeping and reporting requirements of the Texas Election Code or other applicable law;
No contribution will be accepted if such acceptance would in any way cause the Committee to be in violation of the Texas Election Code or other applicable law; and
The Board, in its sole and absolute discretion, may refuse to accept any contribution made to the Committee.
5.3 Status of contributors. Contributors to the Committee will have no membership status in the Committee, and will not have any property rights in the monies of the Committee. Nothing herein prohibits members of the Committee from making contributions.
6.1 To Whom Made. Subject to applicable law, distribution of Committee funds will be made only (i) to individuals who have publicly announced that they are candidates for nomination or election to Texas state selective public offices for use by such individuals to further their candidacies; (ii) to committees, associations, or organizations organized and operating exclusively for the purpose of influencing, or attempting to influence, the nomination or election of one or more individuals described in (i) above, for use by such Committee, association, or entities as the Board may determine so long as such distributions are for the purpose of supporting a candidate seeking election to Texas state office; or (iii) to such other entities as is permitted by applicable law at the time of any such distribution.
6.2 Prohibited Distributions. Notwithstanding the provisions of Section 6.1, the Committee shall not be authorized to make distributions of Committee funds to individuals who seek nomination or election to an office of the federal government or to committees, associations or organizations organized or operating for the purpose of influencing, or attempting to influence the nomination or election of such individuals.
6.3 Authorization. No distribution will be made by the Committee unless authorized by the Board. No distribution will be made on behalf of the Committee at a time when there is a vacancy in the offices of its Treasurer or when there is not a campaign treasurer appointment for the Committee in effect at the Texas Ethics Commission.
6.4 Distribution by Check. All distributions made by the Committee will be by check drawn on an account of the Committee in accordance with the provisions of Section 8.2 of these Bylaws.
6.5 Distribution Restrictions. No distribution shall be made if such distributions would in any way violate the provision of the Texas Election Code or other applicable law.
7.1 Solicitations. Subject to applicable law, contributions to the Committee will be solicited from friends, members and employees of the Texas Society of Anesthesiologists. No contributions to the Committee will be solicited without the prior approval of the Board.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
8.1 Contracts. The Board may authorize any office or officers, agent or agents, of the Committee in addition to the officers so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Committee. Such authority may be general or confined to specific instances.
8.2 Checks and Drafts. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Committee will be signed by such officer or officers, agent or agents, of the Committee and in such manner as may from time to time be determined by the Board.
8.3 Deposits. All funds of the Committee will be deposited from time to time to the credit of the Committee in such accounts in such banks, savings and loan associations or similar financial institutions insured by the FDIC as the Committee may select. The Committee will maintain at least one checking account at all times. All funds of the Committee shall be segregated and kept apart from any monies of the Texas Society of Anesthesiologist, any monies of the officers of the Committee, and any monies of any other individual, corporation, political action committee, or other entity.
BOOKS, RECORDS, AND EXPENSES
9.1 The Committee will keep correct and complete books and records of all transactions of the Committee and will also keep minutes of the proceedings of its Board. All books and records of the Committee may be inspected by any Board member for the proper purpose at any reasonable time.
9.2 The books and records of the Committee shall be separate and distinct from those of the TSA.
9.3 In the event the TSA pays for any expenses of the Committee or allows the Committee the use of its supplies, the Committee shall reimburse the TSA for any such expenses incurred in its behalf. The books and records of the Committee shall include any such expenses, including but not limited to, entries of when they were incurred and when the Committee reimbursed the TSA.
10.1 The fiscal year of the Committee shall begin on the first day of January and end on the last day of December in each year.
11.1 Any Board member may waive notice of any meeting. The attendance of an Committee member at any meeting, including a meeting held by telephone conference or e-mail will constitute a waiver of notice of such meeting, except where an Board member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
AMENDENTS TO BYLAWS
12.1 These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Board members.
The above and foregoing Bylaws are hereby authenticated as the Bylaws of the Committee as of the 6th of September, 2008.