Revised and Approved 2014
ARTICLE I. – NAME.
The name of this organization shall be the American Society of Anesthesia Technologists and Technicians. This organization hereinafter shall be referred to as the “Society,” or the “ASATT.”
ARTICLE II. – PURPOSE.
The American Society of Anesthesia Technologists and Technicians is organized for the purposes of providing a means by which anesthesia technicians and technologists may coordinate their efforts for advancement, establish standards of excellence and serve the interests of the profession more efficiently. It is a non-profit organization. It is to represent the non-physician, non-anesthetist member of the anesthesia health care team.
This Society will also endeavor to:
- Encourage the highest standards of professional conduct among the members.
- Provide a forum for the discussion of problems related to the profession.
- Collect information relating to the profession and to disseminate such information to the members of the Society and public.
- Represent and act for the profession before all departments and agencies of the government and other organizations whose activities affect the profession; not however, to act in the capacity of an attorney.
- Contribute to the progress and advancement of the profession in every lawful manner. Also, to do lawful acts to promote the welfare of the Anesthesia Technologists’ and Technicians’ profession and enhance its contribution to the public.
B. SCOPE OF ACTION
- No member or officer of this Society shall take any action incompatible with the purpose of the Society as set forth in these Bylaws.
- No recommendations, representations, or report of any officer, committee or member of the Society shall be binding upon the Society, or be considered as representing the opinion or policy of the Society, unless the same shall have been submitted to, and approved by the Board of Directors.
ARTICLE III. – MEMBERSHIP STRUCTURE.
- The membership shall be divided into seven (7) regions. Each of these regions shall be represented by an elected Regional Director who serves as a member of the Board of Directors.
- Each region shall represent a geographical area determined by the Board of Directors.
B. MEMBERSHIP CATEGORIES.
- Active Member.
Active membership shall be extended to anyone who is employed in a healthcare or research facility where his/her duties are comparable or equal to the duties of an anesthesia technician, technologist, assistant or aide. This individual’s duties must be supervised by an anesthesiologist, nurse anesthetist or an individual who has been given supervisory responsibilities of anesthesia technical personnel.
Individual membership is open to anyone who has an interest in the field of anesthesia technology and any retiree who has previously fulfilled the requirements of Active membership in (Article III. Section B. Paragraph “a”). This category is regarded as the active member category.
- Student Membership.
Student membership is open to students enrolled in anesthesia technology training programs that are recognized by this Society. This category is regarded as the active member category.
- Lifetime Membership.
Lifetime membership is limited to any individual who has served as President of ASATT. This category is regarded as the active member category.
- Associate Member.
Associate membership shall extend to anesthesiologists and nurse anesthetists. The associate member is not regarded as an Active member.
This category is limited to academic, medical, hospital, philanthropic, scientific, governmental and non-profit organizations that express and interest in anesthesiology. The institutional member is not regarded as an Active member.
This category is limited to businesses and other profit-oriented organizations that manufacture, distribute, provide services or otherwise have an interest in anesthesia technology. The corporate member is not regarded as an Active member.
This category is limited to any individual who is a member of an International Society of Anesthesia Technology. The international member is not regarded as an Active member.
C. APPLICATION FOR MEMBERSHIP.
- Application for membership shall be made in writing on a form approved by the Board of Directors, and signed by the Board of Directors.
- The application material shall be accompanied with payment in full for annual dues.
D. DETERMINATION OF ELIGIBILITY.
When necessary, the President-Elect may review the eligibility of a member or applicant and report his/her findings to the Board of Directors, who shall then determine the membership status of the member or applicant.
E. RIGHTS AND PRIVILEGES.
- Only active members (including Individual, Student and Lifetime Members) are permitted to vote or hold office and chair committees.
- All membership categories of the Society may enjoy the privileges enumerated in these Bylaws, participate in activities and services provided by the Society.
Any member in good standing may resign by presenting his or her resignation in writing to the Board of Directors, but no resignation shall be valid until acted upon by the Board. Such resignation will not relieve the member of the obligation to pay any previously incurred dues.
G. CENSURE, SUSPENSION AND EXPULSION.
- The Board of Directors, by an affirmative vote of two thirds (2/3) of the Board may censure, suspend or expel any member. However, this can only be done after the Board of Directors:
- Gives proper written notification to the member in question.
- Conducts an investigation, and
- Gives the member in question the opportunity to respond in person or in writing.
- Any board member with a relationship regarding the member in question shall recuse themselves from the investigation and any vote concerning such investigation.
- The Board of Directors can take the above actions against a member for:
- Ceasing to qualify for membership under these Bylaws.
- Conduct detrimental to the welfare and interests to the Society.
- Unauthorized activities or statements in the name of or on behalf of the Society, or any officer or committee thereof.
- Any member shall be suspended automatically for nonpayment of dues after three (3) consecutive months from the due date, unless waived by the Board of Directors.
- After expulsion for any reason, a new application for membership must be submitted and the former member shall be reinstated only upon approval of a two-thirds (2/3) vote by the Board of Directors.
- Any member that is censured must receive a two-thirds (2/3) vote of the Board of Directors to remove the censure.
- After suspension, a member will return to his/her previous membership status when the terms of the suspension are met.
ARTICLE IV. – DUES.
- Members shall pay the Annual Dues established by the Board of Directors.
- Membership dues will be assessed according to the membership categories: Active, Individual, Student, Lifetime, Associate, Institutional, Corporate and International.
- Membership renewal date will be determined by the Board of Directors.
- The Board of Directors to cover the cost of reinstatement after suspension or expulsion and may assess an administrative charge.
ARTICLE V. – VOTING.
- Each Active, Individual, Student and Lifetime member shall be entitled to one vote on all matters presented to the membership of the Society at any official meeting.
- At all meetings of the Board of Directors, the President-Elect, Secretary, Treasurer, Immediate Past President and Regional Directors will be entitled to cast only one (1) vote each, even if holding multiple positions, on any motion.
- In the event of a tie, the President will exercise his/her right to one (1) vote.
- The Medical Advisors, ASATT staff and other liaison personnel are not permitted a vote.
B. ON-LINE BALLOTS.
- All matters of business that require a vote of the membership of the Society, except as otherwise specified in these Bylaws may be made available through an on-line voting ballot link provided by the ASATT website, provide a thirty (30) day period shall be permitted for voting.
- All matters of business that require a vote of the Board of Directors may be made available to each board member through an on-line voting ballot link, provided a thirty (30) day period shall be permitted for voting.
- If notice is given with the on-line voting ballot link, the thirty (30) day voting period may be waived upon receipt of completed ballots from the majority of the members, voting either for or against the issue.
- All on-line ballots shall provide for recording votes in the affirmative and negative. Votes of members not completing their on-line ballots within the voting period shall not be counted. Members who expressly declined to vote shall be recorded as not voting, but counted on the specific issue in question.
- With regards to the on-line ballots, a simple majority of the members voting shall prevail. When the Board of Directors utilizes on-line voting ballots, a simple majority of the Directors voting shall prevail, however, the President and or President-Elect must cast a vote.
C. PROXY VOTING.
Proxy voting will not be permitted.
- A quorum for any Annual Business Meeting of the Society shall consist of the President or President-Elect and those members that are in attendance at the meeting.
- A quorum for any meeting of the Board of Directors shall consist of the President or President- Elect and five (5) voting members of the Board of Directors.
- The President or President-Elect plus two (2) other members of the Executive Committee shall constitute a quorum for the transaction of business at a properly called meeting of the Executive Committee.
- The majority of the members of a committee present at any committee meeting shall constitute a quorum.
ARTICLE VI. – MEETINGS.
A. MEMBERSHIP MEETINGS.
- The Board of Directors shall meet at least once annually and shall report all of its actions to the membership.
- A notice of the meeting shall be sent to all members at least ninety (90) days prior to the meeting and shall include: the time and place of the meeting, the agenda for the business meeting, and a list of the Officers and Directors of the Society.
- Only members and their spouses may attend any official meeting of the Society. However, the President may authorize specific invitations to individuals for designated meetings.
B. WAIVER OF NOTICE.
Any meeting of the membership can be held without the ninety (90) day notice, by written waiver of such notice signed by the majority of the persons entitled to such notice.
ARTICLE VII. – PARLIAMENTARY AUTHORITY.
Robert’s Rules of Order, Newly Revised, shall govern the business proceedings of the Society except when otherwise specified in these Bylaws.
All Board of Directors and committee reports shall be submitted to the president and HQ at least 15 days prior to any scheduled board meetings.
ARTICLE VIII. – ELECTIONS.
A member shall be eligible to hold office if he/she has been an active member at least one (1) year prior to his/her nomination and he or she is a Certified Anesthesia Technician (Cer.A.T.)
- Any active member who seeks the office of President-Elect must be or have been an Officer or Director of ASATT.
- Any active member who seeks the office of an ASATT Regional Director must reside in the respective region.
B. ELECTION OF OFFICERS.
- The Board of Directors shall set and annually review a policy for the nomination and election of officers: President-Elect, Secretary, Treasurer and Regional Directors.
- Directors from Regions 1, 3, 5 and 7 are to be elected on the odd numbered years, and Directors from Regions 2, 4, and 6 are to be elected on the even numbered years.
- Newly elected officers and directors will assume their office at the close of the Annual Business Meeting.
C. TERM OF OFFICE.
The active term for: President, President-Elect, and Immediate Past President is one (1) business year for each position.
The term of office for: Secretary, Treasurer and a Regional Director are two (2) years.
An Officer or Director may resign his/her position at any time. He/she must submit a letter of resignation to the Board of Directors. The resignation will become effective on the date therein specified.
- The President shall nominate a replacement and a majority vote of the remaining Directors, even though they may constitute less than a quorum, will fill any vacancy on the Board of Directors. Those elected shall serve the balance of the unexpired term and the appointee shall be eligible to run for a full term.
- If an Officer or Director resigns his/her position, he/she may seek future election to that position or another elected position.
ARTICLE IX – OFFICERS.
The officers of the society shall be the President, President-Elect, Secretary, Treasurer, Immediate Past President and the seven Regional Directors.
- The officers elected by the membership of the Society shall be the President-Elect, Secretary, Treasurer and the seven Regional Directors.
- The candidates for the position of President-Elect shall meet all the requirements of the President. After election and service of a one year term, this individual shall become President of the Society.
a. The President shall be the chief executive officer of the Society and shall preside at all Society membership, Board of Directors and Executive Committee meetings. The President shall have the general powers and duties of management usually vested in the office of the president of a corporation. The President shall appoint various Society members to committees and also appoint chairpersons to these committees with the approval of the Board of Directors. The President shall serve as an ex-officio member of these committees.
b. Except as otherwise specifically provided, the President and the Secretary shall execute all deeds, bonds, and contracts of the Society.
a. In the absence of the President, the President-Elect shall act in the President’s stead and shall have the powers and perform all the duties of the office of the President. The President- Elect shall act as Vice President during their one (1) year term, before becoming President.
b. The President-Elect shall be responsible for giving or causing to be given all notices of the Board of Directors, Executive Committee, and membership meetings.
a. The Secretary shall be the official correspondent for the Society responsible for supervising or causing to be supervised the custody of books, correspondence, and papers relating to the business of the Society, except those overseen by the Treasurer.
b. The Secretary shall be responsible for taking and keeping or cause to be taken and the keeping of accurate minutes of all Annual, Board of Directors and Executive Committee Meetings.
c. The Secretary shall be responsible for seeing or causing to see that a current roster is maintained by member categories and that a membership count report is filed regularly with the Board of Directors.
a. The Treasurer will keep or cause to be kept a full and accurate account of all receipts and disbursements of the Society. The Treasurer shall see that or cause to see that reports on the financial condition of the Society are prepared monthly and for each meeting of the Board of Directors.
b. The Treasurer shall review the Society books annually, arrange for an audit or review when appropriate, and be responsible for or cause to see that all required government reports are filed. The books shall be open at all times for inspection by the Board of Directors.
- Immediate Past-President.
a. The Immediate Past-President shall serve as a member of the Board and Chairperson of the Nominations Committee and shall not serve in any other capacity.
b. The Immediate Past-President shall fulfill various other duties for the Society at the pleasure of the President by mutual agreement of both parties.
- Regional Directors.
a. A Regional Director shall serve the geographical area in which he/she resides and must attend the Annual Meetings and Seminars.
b. The Regional Director will plan and coordinate ASATT meetings and seminars in his/her respective region on an annual basis.
c. The Regional Director is the spokesperson to and of the Board of Directors for the membership in his/her region. He or she must be available to answer questions that pertain to the business of the Society. He or she must review the status of the membership in his/her region and make recommendations to the Board of Directors.
D. DELEGATION OF DUTIES.
Officers and committee chairs, upon approval of the Board of Directors, may delegate to the ASATT administrative staff any of their assigned duties which will expedite the efficient operation of the affairs of the Society.
- The Society will have the power to indemnify and hold harmless its directors, officers, or employees from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a director, officer, or employee (except cases involving willful misconduct).
- This Society will have the power to purchase or procure insurance for such purposes.
ARTICLE X – BOARD OF DIRECTORS.
- The Board of Directors shall be comprised of a minimum of eleven (11) officers and shall not exceed sixteen (16) individuals. The Officers on the Board of Directors are: President, President Elect, Secretary, Treasurer, Immediate Past President and seven (7) Regional Directors.
- In the event of a vacancy on the Board, an interim appointee will be chosen by the President to serve until the official election for the office. The appointee must be approved by the majority of the Board of Directors. An interim appointee may be considered for election to the Board. (The time served in an interim position is not subject to any term of service.)
- The Board may also include non-voting advisors and liaison officers from the American Society of Anesthesiologists and the American Association of Nurse Anesthetists and such other groups as the Board, from time to time, may determine.
- The President serves as the Chairperson of the Board of Directors.
- The management of the Society shall be vested in the Board of Directors. The Board of Directors shall be responsible:
- For the administration of the business affairs of this Society in accordance with these Bylaws.
- To fix the principal office of the Society, at which general business of the Society will be transacted and where the records of the Society will be kept.
- To determine a bank, geographically accessible to the ASATT headquarters, that the Society will utilize. The Treasurer and/or the ASATT administrative staff shall see that all funds are deposited in the Society’s accounts.
- To set and approve a policy governing the management of Society funds, authorize who may withdraw funds to maintain the financial affairs of the Society and set the fiscal year of the Society.
- Represent and have the responsibility for taking action on behalf of this Society.
- Carry out the spirit and intent of the purpose of this Society - (Article II).
- Receive reports from the Officers and Committees, and take action as necessary or desirable respecting such reports.
- Select Medical Advisors who are in the field of anesthesiology to serve as the Advisors to the Society.
- The Board of Directors shall meet at least annually at the site of the Annual Society Meeting and shall report its actions to the membership.
- Additional meetings may be held when the Board deems them necessary. The non-voting members are exempt from such meetings, but are welcome to attend if they choose. A sixty (60) day notice of such meetings is required.
- The President or three members of the Board of Directors may initiate a request for a telephone conference of the Board. The telephone conference meeting shall occur as soon as is practical; however, it shall be held within twenty-one days of the date that the request is given to ASATT HQ.
- Any meeting, of the membership or of the Board of Directors, can be held without the ninety (90) day notice, by written waiver of such notice signed by the majority of the persons entitled to such notice.
- No salary or compensation for services shall be paid to any Director, Officer or Committee Member, however, registration fees for the Society’s Annual Meetings and Regional Events may be waived for Officers and Directors during their term of office, at the discretion of the Board of Directors.
- All expenses that are directly related to Society business and budgeted for shall be reimbursed to the individual after properly submitted with receipts.
ARTICLE XI. – EXECUTIVE COMMITTEE.
- The members of the Executive Committee shall be the President, President-Elect, Secretary, Treasurer and the Immediate Past-President.
- The Executive Committee shall have and, in the interim between meetings of the Board of Directors, may exercise all of the powers and authority of the Board of Directors in the management of the activities and affairs of the Society, its committees and publications.
- The President or President-Elect plus two other members of the Executive Committee shall constitute a quorum for the transaction of business at a properly called meeting.
- The Executive Committee shall record all its votes and all minutes of all proceedings, and shall make a full report thereof to the Board of Directors at its next meeting.
- Notice of meetings shall be conveyed to all members of the committee by the President or the Executive Director.
ARTICLE XII – COMMITTEES.
A. STANDING COMMITTEES.
- The President may appoint such committees as he/she deems advisable to assist in the advancement of the Society, if not otherwise stated in these Bylaws.
- Term of Appointment.
(i)The term of appointment for members, unless stipulated otherwise, including the Chair of the Standing Committees listed shall be for the designated tenure of the appointment. With the acceptance of the appointment, the appointee shall understand that a Chair would typically be re-appointed annually to serve on the committee for no longer than five consecutive years.
- Duration of Service.
(i) Unless stipulated otherwise, the consecutive length of service of any Standing Committee shall not extend beyond five years, excluding that a chair or past chair may serve one additional year. The restrictions of the tenure may be waived in individual cases for circumstances regarded by the Board of Directors to be advantageous to the ASATT.
- Distribution of Appointments.
(i) Unless stipulated otherwise, appointments shall usually be allocated so that the termination of more than about one-third of the membership of any Board or Standing Committee in any calendar year can be avoided.
- Additional Appointments
(i) Additional appointments based on the approval of the Board of Directors, may occur to any Board or Standing Committee to fill vacancies or unique cases as the need arises, but with the understanding that these appointments shall expire at the conclusion of the calendar year.
- Term of Appointment.
- The Board of Directors will review its Standing Committees on a yearly basis. Following each review, recommendations shall be made concerning such areas as, but not limited to, purposes, activities, duties and composition that best serve the interest of the ASATT, its membership and the public.
- Committees will consist of a Chairperson, a Vice-Chairperson who is appointed by the chairperson, and at least one (1) other member. The Chairperson shall be an active member but members of the committees are not required to be active members.
- Each committee shall submit a written report to the Board of Directors. Some reports will be required monthly, quarterly and annually.
- Committees shall follow Robert’s Rules of Order, Newly Revised in conducting business; however, they may not be inconsistent with these Bylaws, the Articles of Incorporation, or State law.
- Committee meetings shall be scheduled by the chairperson. The majority of committee members present at any committee meeting shall constitute a quorum.
B. NOMINATING COMMITTEE.
The Nominating Committee shall consist of the Immediate Past-President as chairperson, a Vice Chairperson who is appointed by the Chairperson, and two (2) other members.
The Board of Directors shall set and annually review a policy for the nomination and election of officers: President-Elect, Secretary, Treasurer and Regional Directors.
C. ITEM WRITERS (CERTIFICATION/TEST DEVELOPMENT)
- Separate committees shall be maintained for the technician level examination and the technologist level examination.
- Each of these committees shall consist of a Chairperson, a Vice-Chairperson who is appointed by the Chairperson, and at least one (1) additional Board member, representatives from the practicing anesthesia professions, at least one (1) corporate representative, and a professional test development corporation.
- Each of these committees is responsible for developing certification test(s) for their respective anesthesia area, technician or technologist. These committees must report all decisions to the Board of Directors.
D. EDUCATION COMMITTEES.
- Accreditation Committee.
a. This committee shall consist of a Chairperson, a Vice-Chairperson who is appointed by the Chairperson, at least one (1) additional board member, representatives from the practicing anesthesia professions, and at least one (1) corporate representative.
b. This committee shall be responsible for the establishment of programs as well as the overseeing of the accreditation of the programs.
- Continuing Education Committee.
a. This committee shall consist of a Chairperson, a Vice-Chairperson who is appointed by the Chairperson, at least one (1) additional board member, representatives from the practicing anesthesia professions, and at least one (1) corporate representative.
b. This committee shall be responsible for rendering approval of continuing education programs.
c. Both of these committees shall oversee all educational programs of the Society. These committees shall develop continuing education guidelines for the “Certified Anesthesia Technician” (Technologist). Any recommendations made by either committee must be approved by the Board of Directors.
E. STRATEGIC PLANNING COMMITTEE.
- This committee shall consist of a Chairperson, a Vice-Chairperson who is appointed by the Chairperson and three (3) additional members.
- This committee will project, develop and review a concept for the advancement of the Society. All recommendations must be approved by the Board of Directors before any actions are taken.
F. BYLAWS COMMITTEE.
- This committee shall consist of AT LEAST one (1) ASATT Board of Director and up to four (4) other members of the Society.
- This committee must annually review the Bylaws and make recommendations or proposals to the Board of Directors for vote of the membership.
G. FINANCE COMMITTEE.
- This committee will consist of the Treasurer as Chairperson, A Vice-Chairperson who is appointed by the Chairperson and three (3) additional members.
- This committee shall counsel with the chief staff officer in reviewing the yearly expenses, drafting an annual budget for the Society and preparing financial recommendations at the annual Board of Directors meeting.
H. CODE of CONDUCT and ETHICS COMMITTEE.
- This committee shall consist of a chairperson, a vice chairperson who is appointed by the chairperson as well as three additional members.
- This committee shall have available for review an established CODE of CONDUCT and ETHICS for the ASATT membership.
- This committee shall serve as the reviewers of such issues, but not limited to, authenticity of recertification, inappropriate behavior or actions of an ASATT member.
- A review of a claim made by an ASATT member shall be made by the committee members, a decision shall be rendered on the allegation and the committee member’s recommendation forwarded on to the ASATT Board of Directors for review and discussion.
- All committee recommendations must be approved by the ASATT Board of Directors before any action is pursued.
ARTICLE XIII – COMPONENT SOCIETIES.
- Component societies are organizations of anesthesia technologists and technicians which have been duly chartered as such.
B. APPLICATION FOR CHARTER.
- An organization, State and/or Regional Society, desiring to become a component society shall submit an application which will include:
a. A copy of the proposed Articles of Incorporation and Bylaws.
b. A list of the officers and members.
c. A declaration of intent to abide by the aims, principles and purposes of this Society.
- This application shall be forwarded to the Secretary of the ASATT to investigate and to determine the ability of the applicants to become a component society, with a recommendation of action to the Board of Directors.
C. REVOCATION OF CHARTER.
- Upon recommendation of the Board of Directors and a two-thirds (2/3) vote of the majority of those voting, the Board may revoke the charter of a component society for any action in conflict with these Bylaws.
ARTICLE XIV – ASSETS AND LIABILITIES.
A. INTEREST OF MEMBERS.
- The interest each member has in the funds, investments, and other assets belonging to the Society is held in common and shall immediately terminate when his/her membership terminates.
- In the event of such termination, the member shall have no claim against the assets of the Society, the members or their representatives.
B. DISTRIBUTION OF ASSETS AND DISSOLUTION.
- Upon the dissolution of the Society, and after payment of all indebtedness of the Society, and remaining funds, investments or other assets shall be distributed to such legally recognized charitable organizations as may be determined by the vote of the Board of Directors.
- The court of jurisdiction in the county in which the principal office of the Society is located will dispose of any assets not previously disposed.
ARTICLE XV – AMENDMENTS AND REVIEW.
A. AMENDMENTS TO THE BYLAWS.
- Any active member of this Society may propose an amendment to these Bylaws. It shall be submitted in writing to the Board of Directors no later than sixty (60) days prior to the Annual Meeting of the Society at which it shall be considered.
- Proposed amendments to the Bylaws will be presented to the Board of Directors for review; proposed amendments will then be presented to the membership at the annual meeting for discussion. Within sixty (60) days of the meeting an on-line ballot containing the amendments as well as the ability to cast a vote on the approval of the proposed changes will be made available to all active members via a link on the ASATT website.
- A two third (2/3) affirmative response of the active members voting validates a Bylaw change.
- A report of the results of this vote will be compiled by the Chairperson of the Bylaws Committee. The results will be reported to the Board of Directors and published in the Society newsletter. Such publication shall be deemed to be notification to the membership. Those amendments approved by the membership will take effect upon approval.
B. REVISION OF THE BYLAWS.
When, in the opinion of the President, the Bylaws Committee, or the collective judgment of the Board of Directors, a revision of the Bylaws is indicated, the President shall appoint a task force to review and revise the Bylaws. At least once every ten (10) years, revision should be considered to insure compliance with amended bylaws in accord with the policy of the Board of Directors.
The Bylaws Committee shall perform an annual review of the ASATT Bylaws. Upon completion of the annual review, if a revision is indicated, such a revision shall be submitted to the ASATT Board of Directors.