Bylaws of The Thoracic Surgery Foundation

As approved on
July 20, 2024

ARTICLE I: Name

The name of the Corporation shall be The Thoracic Surgery Foundation (the “TSF”).

ARTICLE II: Purposes

Section 1. Not for Profit. The TSF is organized under and shall operate as an Illinois Not For Profit Corporation, and shall have such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois.

Section 2. Purposes. The purposes of the TSF are educational, charitable and scientific as defined in Section 501 (c) (3) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), within the field of thoracic surgery and related areas. The TSF generally will pursue these purposes through some or all of the following objectives:

  1. To identify the research and educational needs in the field of thoracic surgery and related areas;
  2. To encourage and provide for research, in the field of thoracic surgery and related areas;
  3. To encourage and provide for educational services, programs and materials concerning thoracic surgery and related areas;
  4. To develop scholarship and assistance programs for persons interested in pursuing a career in the field of thoracic surgery and related areas;
  5. To develop and distribute publications devoted to the attainment of the purposes of the TSF;
  6. To provide and to receive funds to implement the purposes of the TSF; and
  7. To perform and do any and all such other acts as are necessary, convenient and proper for the attainment of these objectives.

Section 3. Rules. The following rules shall conclusively bind the TSF and all persons acting for or on behalf of it:

  1. No part of the net earnings of the TSF shall inure to the benefit of, or be distributable to, its directors, officers, committee members, donors or other private persons, except that the TSF shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the TSF shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the TSF shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of these bylaws, the TSF shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).
  2. Upon the dissolution of the TSF, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the TSF, dispose of all the assets of the TSF exclusively for the purposes of the TSF in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the TSF is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III: Offices

The TSF shall have and continuously maintain a registered office and a registered agent in the State of Illinois, and may have such other offices within or without the State of Illinois as the Board of Directors may from time to time determine.

ARTICLE IV: Members

Section 1. The TSF shall have no members.

ARTICLE V: BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the TSF shall be managed by the Board of Directors. The Board shall have supervision, control and direction of the affairs of the TSF, shall determine its policies or changes therein within the limits of these bylaws, shall actively prosecute its purposes, and shall have discretion in the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2. Number. The Board shall consist of a minimum of eleven (11) and a maximum of sixteen (16) members appointed by The Society of Thoracic Surgeons (“STS”). One of the members appointed to the Board shall be a cardiothoracic surgical resident, and their position shall be known as “Resident Director.” One of the members appointed to the Board shall have the office of “Historian,” provided that the Historian shall not have voting rights on the Board.

Section 3. Term of Office. Each director, except for the Resident Director, shall serve for a three-year term. Each director, except for the Resident Director, may serve a maximum of two full three-year terms. The Resident Director shall serve a single two-year term. Service on the Board of Directors in the roles of President, Vice President, Secretary or Treasurer shall not be taken into account in applying the rule limiting service on the Board of Directors to two full three-year terms. Each director’s term will begin at the end of the STS Annual Meeting at which they are appointed and will continue until the end of the STS Annual Meeting approximately three (3) years later (or, in the case of the Resident Director, until the end of the STS Annual Meeting approximately two (2) years later) and until their successor is duly appointed and takes office. If the STS Annual Meeting is not held in a particular year, each director’s term that was to have begun at the end of that year’s STS Annual Meeting shall instead begin and end at such time as shall be specified by the STS Board of Directors or STS Executive Committee.

Section 4. Resignation or Removal. Any director may resign at any time by giving written notice to the President. Any director may be removed by STS whenever, in its judgment, the best interests of the TSF would be served.

Section 5. Vacancies. Any vacancy occurring on the Board of Directors for any reason may be filled by STS for the unexpired portion of the term of the person vacating. Board members filling a vacancy that is less than one-half of the term remaining are eligible for two additional full terms as provided in Article V, Section 3.

Section 6. Regular Meetings. The Board of Directors may provide by resolution the time, date and place for the holding of a regular annual meeting and additional regular meetings of the Board without other notice than such resolution.

Section 7. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any three directors.

Section 8. Notice. Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be given at least five days prior to the date of such meeting.

Section 9. Quorum. The presence of a majority of the total number of directors entitled to vote then appointed and serving shall constitute a quorum for the transaction of business.

Section 10. Manner of Acting. The act of a majority of the directors entitled to vote at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 11. Mail Vote. Any action requiring a vote of the Board of Directors may be taken by written ballot. The action taken shall be effective upon the unanimous consent of the directors entitled to vote.

Section 12. Telephone Conferences. Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone or similar telecommunications equipment by means of which all persons participating in a meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 13. Compensation. Directors shall not receive any compensation for their services as directors of the TSF.

ARTICLE VI: Officers and Staff

Section 1. Officers. The officers of the TSF shall be a President, a Vice President, a Secretary and a Treasurer, all elected by and from the Board of Directors. In addition, the Board of Directors may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Board of Directors.

Section 2. Terms of Office. Except as otherwise provided in these Bylaws, the terms of office of the President, Vice President, Secretary and Treasurer shall be for three years. Each officer’s term will begin at the end of the STS Annual Meeting in connection with which the TSF Board meeting is held during which they are elected and will continue until the end of the STS Annual Meeting approximately three (3) years later and until their successor is duly elected and takes office. If the STS Annual Meeting is not held in a particular year, each officer’s term that was to have begun at the end of that year’s STS Annual Meeting shall instead begin at such time as shall be specified by the STS Board of Directors or STS Executive Committee. The terms of the officers shall be staggered so that the terms of the President and Treasurer shall not expire in the same year as the the terms of the Vice President and Secretary. Subject to the terms of Article VI, Section 4, officers shall not be eligible for re-election to the same officer position, but shall be eligible for election to a different officer position. No individual may serve in more than two officer positions over the course of their TSF service.

Section 3. Removal. Any officer may be removed by a majority vote of the Board of Directors entitled to vote whenever in its judgment the best interests of the TSF would be served thereby. Notwithstanding the foregoing, removal of an individual as a director by STS shall also result in that individual’s removal as an officer.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term of the vacating officer. In the event that the office of President becomes vacant, the Vice President shall become the President for the unexpired portion of the term. All individuals elected to fill a vacancy shall serve for the duration of the term of the vacating officer and be eligible for re-election.

Section 5. President. The President shall be the principal executive officer of the TSF; shall in general supervise and control all of the affairs of the TSF; and shall preside at all meetings of the Board of Directors. The President shall be an ex-officio member of all committees of the TSF without the right to participate in committee votes. The President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the TSF. The President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

Section 6. Vice President. In the President’s absence, death, resignation, or inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and any committee with Board authority in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; shall be custodian of the TSF’s records; and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 8. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond funded by the TSF for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the TSF; shall receive and give receipts for moneys due and payable to the TSF from any sources whatsoever, and shall deposit all such moneys in the name of the TSF in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer shall serve as the Chair of the Finance Committee.

Section 9. Historian. The Historian shall provide the Board of Directors with historical context for current and proposed TSF policies and practices, as appropriate. The Historian also shall work with the Executive Director to oversee the collection and retention of information and documents considered suitable for TSF’s records from a historical standpoint.

Section 10. Executive Director. The ministerial, administrative and day to day operation of the TSF shall be directed by a salaried employee of STS approved by the Board of Directors and having the title of Executive Director. The Executive Director shall have the authority to execute contracts on behalf of the TSF in accordance with such policies as may be established by the Board of Directors from time to time, and such other duties as may be specified by the Board of Directors. In the event that the position of Executive Director shall become vacant, or the Executive Director shall become temporarily unable to execute contracts on behalf of the TSF, the Secretary shall have the authority to execute contracts on behalf of the TSF in accordance with such policies as may be established by the Board of Directors from time to time with respect to contract execution by the Executive Director, until the position of Executive Director shall have been filled or the Executive Director’s temporary inability to execute contracts on behalf of TSF shall have ended.

ARTICLE VII: Committees

Section 1. Executive Committee. There shall be an Executive Committee which shall consist of the officers of the TSF. The Executive Committee may exercise the authority of the Board in the management of the affairs of the TSF during the intervals between meetings of the Board of Directors, subject at all times to the bylaws of the TSF, and the prior resolutions, regulations and directives issued, adopted or promulgated by the Board of Directors. Meetings of the Executive Committee may be called by the President or any two Executive Committee members.

Section 2. Development Committee. The Development Committee will consist of at least eight (8) members, including a Chair, all of whom will be appointed by the Board of Directors upon recommendation from the President. The Chair of the Development Committee will be appointed annually from among members of the committee. The terms of committee members will be three (3) years and will be staggered to provide for rotation. Members are eligible for re-appointment once. The committee will be charged with oversight and management of the Foundation’s development initiatives, making recommendations and providing reports to the Board regarding TSF’s overall fundraising activities.

Section 3. Research Committee. The Research Committee will consist of at least eight (8) members, including a Chair and a Vice Chair, all of whom will be appointed by the Board of Directors upon recommendation of the President. The Chair and Vice Chair of the Research Committee will be appointed from among members of the committee. The terms of committee members will be three (3) years and will be staggered to provide for rotation. Members are eligible for re-appointment once, provided that service on the committee by virtue of being Chair or Vice Chair shall not be taken into account in applying the rule limiting continuation of service on the committee to two full three-year terms. The Chair and Vice Chair shall both serve in their respective positions for a term of two years; at the end of his or her two-year term, the Vice Chair shall automatically become Chair. The committee will receive and evaluate grant applications submitted to the TSF, select grant recipients and make recommendations regarding the funding of appropriate applications to the Board of Directors.

Section 4. Finance Committee. The Finance Committee will be chaired by the Treasurer, and will include two (2) other members of the Board of Directors who will be appointed by the Board of Directors upon recommendation of the President, as well as the STS Treasurer and the Chair of the STS Finance Committee. The committee will oversee the implementation of the investment policies of the TSF, and will establish a budget for the TSF. The Board of Directors will approve an annual budget.

Section 5. Education Committee. The Education Committee will consist of at least eight (8) members, including a Chair, all of whom will be appointed by the Board of Directors upon recommendation of the President. The Chair of the Education Committee will be appointed annually from among members of the committee. The terms of committee members will be three (3) years and will be staggered to provide for rotation. Members are eligible for re-appointment once. The committee will plan and implement public policy and other physician educational programs, evaluate grant applications submitted to the TSF for public policy and other physician educational programs, select potential grant recipients and make recommendations regarding the funding of programs and appropriate grant applications to the Board of Directors.

Section 6. Other Committees. The President, with advice and consent from the Executive Committee, may appoint ad hoc committees from time to time.

Section 7. Term of Office. Unless otherwise specified in these bylaws, each member of a committee shall serve for one year or until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 8. Vacancies and Removal. A vacancy in the any committee may be filled by appointment by the President unless otherwise specified in these bylaws. The appointee shall serve the remainder of the term of the vacating committee member. Any committee member may be removed by a majority vote of the voting members of the Board of Directors, excepting those committee members who serve by virtue of their STS positions.

Section 9. Committee Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 10. Rules. Roberts Rules of Order, as amended from time to time, shall apply. In the case of a conflict with rules adopted by the Board of Directors or these bylaws, the bylaws shall first prevail, then the rules adopted by the Board of Directors shall prevail over Roberts Rules of Order, as amended from time to time.

ARTICLE VIII: Contracts, Checks, Deposits and Bonding

Section 1. Contracts. The Board may authorize by vote and in writing any officer or officers, agent or agents of the TSF, 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 TSF and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the TSF, shall be signed by such officers or agents of the TSF and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President, Vice President, or Executive Director of the TSF.

Section 3. Deposits. All funds of the TSF shall be deposited from time to time to the credit of the TSF in such banks, trust companies or other depositories as the Board of Directors may select.

Section 4. Bonding. The Board of Directors may provide for the bonding of such officers, directors and staff of the TSF as it may from time to time determine.

ARTICLE IX: Books and Records

The TSF shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and committees having any of the authority of the Board of Directors. An annual audit of the TSF’s financial books and records shall be conducted by an independent accounting firm selected annually by the Board.

ARTICLE X: Fiscal Year

The fiscal year of the TSF shall be established from time to time by the Board of Directors.

ARTICLE XI: Waiver of Notice

Whenever any notice whatsoever is required to be given under the provisions of the General Not For Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the TSF, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII: Indemnification

The TSF shall indemnify all officers and directors of the TSF to the full extent permitted by the General Not For Profit Corporation Act of the State of Illinois, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Board of Directors of the TSF.

ARTICLE XIII: Amendments

Two-thirds of the entire Board of Directors may amend or repeal these bylaws and adopt new bylaws at any regular meeting or at any special meeting, provided that at least fifteen (15) days’ written notice is given to each director of the intention to alter, amend, or repeal these bylaws and to adopt new bylaws at such meeting and, provided further, that no amendment or repeal of these bylaws shall be effective without STS approval.

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