COMPOSITION

Section 7.01. The Board of Directors shall consist of one (1) Director or one (1) Alternate Director from each District Society and in addition, the President, the President Elect, the Vice-President, the Immediate Past President, the Secretary, the Treasurer and the Director to The American Society of Anesthesiologists, Inc., Board of Directors.

PURPOSE

Section 7.02. The Board of Directors shall have general charge of all the business affairs of this Society in the interim between the Annual Sessions of the Society, unless a Special Session should be called. To this end the Board of Directors, or the Executive Committee of the Board of Directors, may take any action not in conflict with a former action of the Society as may be necessary to meet previously unforeseen situations, and may exercise in such cases the full power of the Society; provided that the Board of Directors or the Executive Committee may not act to bind this Society in any way beyond the next Session of the Society.

GENERAL POWERS AND DUTIES

Section 7.03. The Board of Directors shall make inquiry concerning the practice of anesthesiology in this State, and shall have authority to adopt such methods as may be deemed most efficient for improving and increasing interest in the specialty of anesthesiology. It shall encourage postgraduate and research work, and shall endeavor to have the results intelligently discussed and utilized.

Section 7.03-1. Financial. All monies of this Society received by the Board of Directors, or its authorized representatives, must be duly authorized for and paid to the Treasurer. The Board of Directors shall have the power to inspect and audit the accounts of the Treasurer, other officers, the committees, or other officials of this Society at any time and shall see that annual reports are made to the Society on all matters pertaining to the finances or expenditures of this Society.

Section 7.03-2. Committees. The Board of Directors shall have the power to create committees from its number, and to endow them with authority to act in the interim between meetings of the Board of Directors upon specific matters which would ordinarily require special meetings of the Board of Directors. These committees may be augmented by appointment of additional members of this Society who are not members of the Board of Directors.

Section 7.03-3. Board of Censors. The Board of Directors shall be the Board of Censors of this Society and may convene as such on direction by the President of the Society. It shall consider all questions of a professional nature involving the rights and standings of members, whether in relation to this Society, or to other members, or to District Societies.

MEETINGS

Section 7.04. The Board of Directors shall hold an annual meeting within two (2) months prior to each Annual Session.

Section 7.04-1. Presiding Officer. The President shall serve as the presiding officer of the Board of Directors, except as otherwise provided in these Bylaws.

Section 7.04-2. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.

Section 7.04-3. Voting Members. All members of the Board of Directors shall have the same voting privileges, except as otherwise provided in these Bylaws.

Section 7.04-4. Additional Meetings. Other meetings of the Board of Directors may be called at any time during the year by the President upon reasonable notice, or upon petition of three (3) members of the Board of Directors. One or more members of the Board of Directors may participate in a meeting by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

Section 7.04-5. Non-Voting Members. The Speaker and Vice-Speaker of the House of Delegates, the Assistant Secretaries, the Assistant Treasurer, the Delegate to The Medical Society of the State of New York, the Editor of the SPHERE, the Alternate Director to The American Society of Anesthesiologists, Inc., the President of the Residents Section, and the Chair of the Committee on Academic Anesthesiology and the PGA General Chair shall attend the meetings of the Board of Directors without vote. They shall not attend meetings of the Board of Directors when it acts as a Board of Censors or in Executive Session.

EXECUTIVE COMMITTEE

Section 7.05. The Executive Committee of the Board of Directors shall have authority to act in the interim between meetings of the Board of Directors upon all matters which would ordinarily require approval by the Board of Directors, and which have not been delegated elsewhere by these Bylaws.

Section 7.05-1. Composition. The Executive Committee of the Board of Directors shall be composed of the President, the President Elect, the Vice-President, the Immediate Past President, the Secretary, the Treasurer and the Director to The American Society of Anesthesiologists, Inc.

Section 7.05-2. Meetings. Meetings of the Executive Committee shall be held upon the call of the President. The President shall serve as the presiding officer. Four (4) members of the Executive Committee shall constitute a quorum. One or more members of the Executive Committee may participate in a meeting by means of a conference telephone call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence at the meeting.

Section 7.05-3. Reports. At each meeting of the Board of Directors, the Executive Committee shall submit a detailed report of its activities since the preceding meeting of the Board.

TRAVEL EXPENSES

Section 7.06. Except for meetings held in conjunction with the Annual Session of this Society, the members of the Board of Directors shall receive reimbursement toward travel expenses incurred in attending meetings of that body.

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