ARTICLE I - GENERAL PROVISIONS
Section 1. Name. The corporation shall be called the Philippine Society of General Surgeons, (PSGS) Inc., hereinafter referred to as the Society.
Section 2. Membership. Membership in the corporation is open to qualified surgeons who are practicing General Surgery in the Philippines as defined in Article II of this By-Laws.
Section 3. Component Chapters. The component Chapters shall be organized along boundaries designated by the Board of Directors and composed of a minimum number of members in good standing.
Section 4. Affiliation. The society shall affiliate itself with the Philippine College of Surgeons (PCS), the recognized umbrella organization of all surgical specialties in the Philippines, to represent the cause of the General Surgeons of the land.
Section 5. Prohibitions. The name, goodwill and other insignia of the society shall not be used by any member, person, or entity for any purpose other than those expressly authorized by this By-Laws or by the policies of the Board of Directors.
Section 6. Publications. The publication must be in a form of newsletter to disseminate news and information regarding the Society to its members.
Section 7. Codes and Manuals. There shall be a collection of rules, regulations and standard operating procedures to be constituted as an Administrative Manual subject to the amendment of the Board of Directors within recognized legal boundaries.
Section 8. Fiscal year. The fiscal year of the society shall be from September 1 of the current year to August 31 of the succeeding year.
*as amended December 5, 2016
ARTICLE II – MEMBERSHIP
Section 1. Basic Qualifications. The members of the society shall be a General Surgeons licensed to practice medicine in the Philippines who have high ethical, moral and professional standing in the community and who are Diplomates of the Philippine Board of Surgery. All PCS Fellows in General Surgery, in good standing, and practicing General Surgery, at the time of incorporation, are qualified to become members.
Section 2. Title. Only Regular, Honorary, and Senior Fellows of the Society as defined in the succeeding section, shall be called “Fellow, Philippine Society of General Surgeons or FPSGS”; a title of distinction, which will be attached to his/her name.
Section 3. Classification of Members. Members of this society shall be classified as follows:
- Regular Member. An individual who possesses the qualifications defined under Article II and other requirements set by the Board of Directors, who has been in active practice of General Surgery after completion of an Accredited Residency Training Program for at least two (2) years immediately preceding his/her application.
- Honorary Member. An individual who has attained national and/or international recognition in the field of General Surgery or who has distinguished himself/herself by rendering exemplary humanitarian services in the field of General Surgery.
- Senior Member. A Fellow in good standing actively practicing General Surgery who has reached the age of 65 shall be qualified to become Senior Member. He/She shall be exempted from paying the annual membership dues and is entitled to all the rights and privileges of a regular member.
Section 4. JUNIOR MEMBERS
BASIC QUALIFICATIONS - An individual licensed to practice medicine in the Philippines who has high ethical, moral and professional standing in the community and has graduated from a PSGS-accredited General Surgery Residency Training Program. He/she must possess other requirements that the PSGS National Board of Directors shall set and shall be subject to the applicable pertinent provisions of Article II - Membership and Article III - Fees, Dues, and Assessments. Further, he/she shall be subject to other requirements as may be set by the Board of Trustees of his/her Chapter upon approval by the PSGS National Board of Directors.
- Duly notarized endorsement letter from the department chair of the PSGS accredited training program from which the applicant graduated from.
- Duly notarized endorsement letter from the training officer of the PSGS accredited training program from which the applicant graduated from
- Endorsement letter from the PSGS chapter the applicant wishes to apply to duly certified by both the chapter president and the chapter secretary upon the concurrence of the chapter Board members
Section 5. CATEGORIES OF JUNIOR MEMBERS
- Associate. An associate is an individual who has graduated from a PSGS-accredited General Surgery Residency Training Program and has successfully passed both the Philippine Board of Surgery Written and Oral Diplomate Certifying Examinations.
- Junior Associate. A junior associate is an individual who has graduated from a PSGS-accredited General Surgery Residency Training Program and is eligible to take the Philippine Board of Surgery Diplomate Certifying Examinations.
- Duties and Responsibilities, Rights and Privileges of Associates and Junior Associates in good standing are similar to regular members but not limited to:
- Privilege of availing of the goodwill and facilities of the society, consistent with its policies, rules, and regulations
- Shall enjoy such other rights and privileges as may be granted by the Board of Directors from time to time
- may be appointed as a non-voting member of a National or Chapter Committee
- is ineligible to vote or be voted upon during national or chapter elections
- is NOT entitled to attach the title of “Fellow, Philippine Society of General Surgeons” or “FPSGS” to their names
Section 6. Limitation of Membership. Membership shall be in only one (1) chapter which will either be in the place of residence or area of professional practice of the member. Membership shall be recommended by the Chapter for approval by the Board of Directors.
Section 7. Rights and Privileges.
- Regular, Life and Senior Members in good standing
- Has the right to vote and be voted upon and to hold appointive positions.
- Has the privilege of availing himself of the goodwill and facilities of the society consistent with its policies, rules and regulations.
- Shall attach the title of "Fellow, Philippine Society of General Surgeons or FPSGS" after his name.
- Shall enjoy such other rights and privileges as may be granted to members from time to time.
- Honorary Members shall have the same privileges as a regular member but have no right to vote, or be voted upon.
Section 8. Duties and Responsibilities. A regular member must attend the meetings, actively participate and involve himself/herself in the activities of his chapter and the society. All members will be responsible for upholding and protecting the Articles of the Incorporation, Constitution and By-Laws and lawful policies of this society and must at all times, conduct themselves worthy of their titles as Fellows.
Section 9. Permanent Registration. There shall be a permanent Membership Book of Registry which shall be kept and maintained in the National Office. This Book shall contain the permanent number of every member, name, address, chapter, and such other information as the Board of Directors may require.
Section 10. Cessation and Reinstatement of Membership.
- Leave of Absence. Any member in good standing may file a leave of absence and such leave shall be effective upon the submission of a written notice and approval of his/her Chapter with due notice to the Society. Duties, rights and privileges are suspended while one is on leave. All indefinite leave of absence shall not exceed 5 years.
- Resignation. Any member in good standing may resign his/her membership and such resignation shall be deemed honorable and effective upon submission of a written notice to his/her Chapter with due notice to the Society. The resignation must be duly noted and the name deleted from the roster of the National Book of Registry.
- Expulsion Any member may be expelled for proven immoral or unethical practice, or any acts inimical to the society and/or its members. The expulsion shall be noted and the name deleted from the roster of the Book of Registry.
- Suspension. Any member may be suspended by his/her Chapter and affirmed by the Board of Directors for violation of policies and regulations of Society. All rights and privilege are withdrawn while under suspension
- Forfeiture of Membership. A member shall forfeit his/her membership for failure to comply with the provisions of membership in good standing as provided for in Section 12, Article II upon the recommendation of his/her Chapter and approved by the Board of Directors. The forfeiture shall be noted and name deleted from the roster of the National Book of Registry
- Withdrawal of Honorary Membership. Honorary membership may be withdrawn upon the recommendation of the Committee on Credentials and Membership and approved by the Board of Directors, from members who commit acts inimical to the interest and reputation of the society.
Members who have been classified as "resigned or expelled" and those whose memberships were withdrawn as provided for in this By-Laws will lose the right to attach the title of FPSGS after the respective names and the rights and privileges of membership altogether.
- Reinstatement of Members. Members who have resigned their membership are qualified for reinstatement. Members who have forfeited their membership are eligible for reinstatement and only through their former Chapters.
Section 11. Transfer. A member may be allowed by the Board of Directors to transfer to another Chapter provided a Certificate of Clearance from his previous Chapter is submitted together with a letter of acceptance from the Chapter he intends to join.
Section 12. Certificate of Clearance. Any member, may upon request, be issued a Certificate of Clearance by his Chapter certifying that such member is in good standing at the date of issue.
Section 13. Member in Good Standing. A member is deemed to be in good standing when he/she has complied with all of the following:
- The member has no outstanding financial obligations or pledges to the chapter and the society
- The member has participated in majority of chapter projects as determined by the chapter officers and at least one (1) Society activity for the calendar year.
- The member has not incurred three (3) consecutive absences in the Annual General Membership meetings of the Society without valid reasons.
Non-payment of annual dues for three (3) consecutive years, if said dues are not settled within sixty (60) days from receipt of notification of delinquency through the local Chapter will be a ground for cessation of membership.
ARTICLE III - FEES, DUES AND ASSESSMENTS
Section 1. Fees. A new regular member shall pay an admission fee in the amount to be determined by the Board of Directors. Honorary members are exempt from paying the admission fee.
Section 2. Annual Membership Dues. The annual regular membership dues shall be properly levied by the Board of Directors. Honorary and Senior members are exempted from payment of annual dues. The Board of Directors may exempt disabled regular members.
Section 3. Assessments. The Board of Directors may impose additional dues and assessments for other purposes.
Section 4. Payment of Dues and Fees.
- The admission fee shall be paid to the National Treasurer thirty (30)days before the applicant's date of induction.
- The annual membership dues shall be paid to the National Treasurer on or before September 30 of each fiscal year.
- The reinstatement fee shall be in the same amount as the admission fee.
- Other fees and assessments shall be paid accordance with the guidelines set by the Board of Directors.
Section 1. Classification. The funds of this corporation are classified as follows.
- National Funds. Shall consist of the following:
- Administrative Fund. This fund shall consist of all amounts paid by regular members in the form of annual dues and special assessments. This fund shall be used to defray administrative expenses of the society.
- Project Fund. This fund shall consist of all amounts derived from donations, fund raising, and other forms of solicitations. It shall be used for the special projects and administrative purposes of the Society.
- General Fund. This shall consist of the admission fees of new regular members, all amounts derived from proceeds of investments, surplus from administrative fund at the end of each calendar year, and uncommitted monies. This fund shall be used primarily for investment purposes; however, it may be used to fund the special projects of the Society.
Section 2. Funds Management. The Society Funds shall be managed by the Board of Directors; the Chapter Funds by the Chapter Board of Trustees.
Section 3. Depository. The funds of this society shall be deposited with any reputable banks and shall be in the name of and for the account of PHILIPPINE SOCIETY OF GENERAL SURGEONS, INC. (PSGS).
Section 4. Authorized Signatories.
- Society Funds. For the purposes of accountabilities and disbursement, the President and Treasurer shall be the signatories. In their absence, the Vice-President and/ or Secretary shall take over. In the event of incapacity of one or all of the above, the Board of Directors may authorize other members of the Board to be the signatories.
- Chapter Funds. For purposes of accountabilities and disbursement, the President and Treasurer shall be the signatories. In their absence, the Vice- President and/or Secretary shall take over. In the event of incapacity of one or all of the above, the Board of Trustees may authorize other members of the Board to be signatories.
Section 5. Authorized Signatories. Asset Base. All corporate National funds will form part of the asset base of the Society which can be put to bear in the determination of its credit standing.
ARTICLE V – GOVERNANCE
Section 1. Board of Directors. The governance of this society shall be vested in the Board of Directors (BOD) composed of fifteen (15) members representing the ten (10) regions: five (5) from the National Capital Region, (2) from Cebu Eastern Visayas Region and one (1) each from Northern Luzon - Cordillera Region, Central Luzon – Cagayan Valley Region, Southern Tagalog Region, Bicol Region, Panay Region, Negros Occidental Region, Northern Mindanao Region and Davao Southern Mindanao - ARMM Region. The Director should have been a member of good standing for three (3) consecutive years prior to his election.
Section 2. Functions. The Board of Directors shall be the policy-making body of the Society and shall exercise over-all management of its affairs, activities, and projects, and other powers conferred by pertinent laws. In addition to their general powers, the Board of Directors shall have the following expressed powers:
- It shall appropriate funds, approve legal instruments or contracts and authorize national expenditures. It shall approve expenditures within the financial capability of the Society.
- It shall approve a budget showing anticipated receipts and expenditures for the calendar year and circulate the same to the different Chapters.
- It shall designate the bank(s) authorized as depository (ies) of the funds of this society.
- It shall approve the creation of legal bodies and Society Committees and confirm appointments of their respective Chairmen as made by the Society President. Likewise, it shall act with finality on reports of the Committees and other bodies so lawfully created by it.
- It shall promulgate the Administrative Manual and other codes consistent with and in the furtherance of the implementation of the By-Laws.
- It shall resolve all conflicts arising from or in connection with the performance of duties and exercise of rights within the Society and conflicts in the interpretation and application of any provision of the By-Laws. All administrative remedies must be exhausted before the Board of Directors as a precondition to the filing in a judicial body.
- It shall promulgate guidelines for the formation and organization of new Chapters and for the dissolution of existing Chapters.
- It shall perform such other functions as provided for in this By-Laws and other pertinent laws rules and regulations.
Section 3. Society Officers. The 15 directors shall elect from among themselves the officers of the society namely: President, Vice-President, and Treasurer. The Secretary shall then be chosen by the President from the other members of the Board of Directors. Holding of dual positions as officers is prohibited.
Section 4. Qualification and Terms of Office. The Society officers shall serve for a term of one (1) year.
Section 5. Power and Duties. The elective and appointive officials of this society shall have the following powers, functions, and duties:
- The Society President (Who must be a Director)
- He/She shall preside in all meetings of the Board of Directors, General Membership, Society conventions and other national assemblies of the Society.
- He/She shall exercise general supervision over all officers and activities to implement the policies, plans, and programs approved by the Board of Directors.
- He/She shall have the power to delegate his/her authority to responsible officials he/ she may deem qualified, except in cases when the By-Laws specifically prescribe the manner of delegation of such authority.
- He/She shall, with, other authorized officers, approve, sign, endorse and deliver all checks, financial instruments, orders of payments, or sums of money in the name and in behalf of the corporation.
- He/She shall appoint the various committee chairmen and their respective members, subject to the approval of the Board of Directors.
- He/She shall perform other duties assigned by the Board of Directors.
- The Society Vice-President
- He shall perform the functions of the society President in case of death, incapacity or absence of the latter.
- He/She shall perform other duties assigned by the Board of Directors. In the event that the Society President and Vice-President are unable to discharge their functions, in case of death or incapacity, the Board of Directors shall elect from among themselves the new Society President and Vice-President in a special meeting called for such purpose.
- The Society Treasurer
- He shall perform the functions of the society President in case1. He/She shall validate all collections, prepare, and sign all vouchers and checks. He/She shall open an account(s) in bank(s) designated and approved by the Board of Directors.
- He/She shall prepare and submit bi-monthly financial reports to the Board of Directors and shall render an annual financial report during the Annual Business Meeting.
- He shall serve notice of delinquency of dues not later than three (3) months before the annual election.
- He/She shall perform other duties assigned by the Board of Directors.
- The Society Secretary. (Who must be a citizen and resident of the Philippines)
- He/ She shall be a custodian of all records, books, papers and other legal papers of the society.
- He/She shall be responsible for keeping the Society records, the National Book of Registry, the minutes of the meetings of the Board of Directors Committee reports, and Chapter reports.
- He/She shall issue notices of meetings of the Board of Directors and shall give notices of delinquency in attendance during these meetings.
- He/She shall have administrative supervision over the society headquarters and the employees of the office.
- He/She shall perform other duties assigned by the Board of Directors.
Section 6. Standing Committees. The Society President shall appoint, subject to the approval of the Board of Directors, the Chairpersons and members of the Standing Committees for a term of one (1) year.
- Committee on Ethics and Judicial MattersThe Committee shall initiate, receive, investigate, evaluate and recommend to the Board of Directors for action any or all matters pertaining to the ethical and professional conduct of a fellow and other judicial matters.
- Committee on FinanceThe Committee shall be charged with charged with preparing recommendations for the control of the funds of the Society, and in consultation with the President, prepare and recommend the annual budget to the Board of Directors.
- Committee on Internal AuditThe Committee shall conduct an internal audit of all the funds and properties of the Society.
- Committee on By-Laws and AmendmentsThe Committee shall initiate, receive, evaluate, and recommend proposals and amendments to the Articles of Incorporation, By-Laws, and Administrative Manual to the Board of Directors.
- Committee on Socials and SportsThe Committee shall organize and prepare a program for the Midyear and Annual Conventions in coordination with the respective standing committees. It shall also initiate and implement all activities of the Society related to social activities sports.
- Committee on Continuing Surgical EducationThe Committee shall prepare, arrange, or coordinate all scientific meetings and postgraduate courses of the Society.
- Committee on AccreditationThe Committee shall monitor, evaluate and recommend the accreditation of Residency Training Programs in General Surgery.
- Committee on Surgical TrainingThe Committee shall initiate, prepare, and cause the implementation of the surgical curriculum and other programs in the furtherance of residency training.
- Committee on ResearchThe Committee shall initiate, coordinate, and implement all activities of the Society related to Research.
- Committee on MembershipThe Committee shall evaluate all applicants for membership and make recommendations to the Board of Directors. It shall promote activities for membership development.
- Committee on External Affairs, Public Relations and PublicationsThe Committee shall conduct information drives, promote wholesome public relations for the society nationally and internationally, and address health bills and issues involving physicians in general and Surgeons in particular. The Committee shall also manage all publications of the society
- Committee on Information and PublicationsThe Committee shall manage the information system and all the publications of the Society.
- Committee of Legislative LiaisonThe Committee shall receive study, evaluate, and prepare position papers on all legislative bills pending in Congress. It shall initiate and prepare draft bills in the furtherance of a favorable practice of General Surgery.
Section 7. Special and Ad hoc Committees. The Board of Directors may create Adhoc Committees in the furtherance of the objectives of the Society.
Section 8. Compensation. All National Officers, Directors, Chapter Officers, Trustees, Committee Chairpersons and its members, and other functionalities of the Society shall not receive any financial compensation for their services from the Society
Section 9. Meetings.
- The Annual Membership Business Meeting of the Society shall be held during the annual convention on the first Thursday of August at a time and place within the Philippines to be determined by the Board of Directors, provided proper notices via newspaper publication, regular/registered mail or electronic mail are sent by the Board through its secretariat to all members at least two weeks prior to the meeting.
- A Special Meeting of the membership may be called by the Society President or upon request by at least three (3) members of the Board of Directors or twenty (20) regular members in good standing at a time and place within the Philippines to be determined by the Board of Directors. The membership shall be notified by the Board through its secretariat at least two weeks prior to the meeting via newspaper publication, regular/registered mail or electronic mail.
- The Board of Directors shall hold regular meetings at least six (6)times a year.
- he Committees shall meet as often as necessary.
Section 10. National Activities. The national activities shall include the Annual Convention, Surgical Forum, and other activities/celebrations of national importance declared by the Board of Directors
ARTICLE VI - CHAPTER GOVERNANCE
Section 1. Definition. A Chapter shall consist of a specific number of members organized in a locality in accordance with the By-Laws and policies approved by the Board of Directors.
The chapters shall promote and implement the policies, plans and programs of this society. It is expected to plan, organize, and implement their own chapter projects consistent with society policies.
Section 2. Composition of Chapter. A Chapter shall be composed of at least twelve (12) regular members in good standing, residing or practicing in the general area under consideration.
ARTICLE VII - ELECTIONS AND RELATED PROCESSES
Section 1. Annual Election. The Annual Election of the Board of Directors of the Society shall be held on the day after the Annual Membership Business Meeting as provided for in Section 9 Article V - Governance. The Commission on Elections shall conduct the election and proclaim the winners.
Section 2. Election of Officers. The officers of the Society shall be elected by the Board of Directors from among themselves immediately after the annual election. A majority vote of the Directors shall be required to elect the Officers. The Commission on Elections shall conduct the election and proclaim the winners.
Section 2. Referenda/Plebiscites. The Board of Directors may call for a referendum or plebiscite on matters of general interest. It shall be conducted by the Commission of Elections.