American Association for Thoracic Surgery

“Per the by-laws, the executive committee has the authority to act on behalf of the board. No other committees have such authority.”

“A. Article iii- membership: active membership fees limit moved from $950 to $1,000 b. Article iv - board of directors: i. Section 1- the board of directors of the association shall be composed of the president, president-elect, vice-president, secretary, treasurer, immediate past president, and nine directors. Ii. Section 3 - because of the change in section 1 of the board of directors article, there are many changes in section 3 of the article which mirror the removal of delineation between north american and non-north american directors. Iii. Section 4 addition of an absentee clause which deems a director as resigned if they are absent for 12 successive months. Iv. Section 7 clarification of the electronic voting process. C. Article vi- committees i. Section 2. Changes mirror the removal of delineation between north american and non-north american directors. Ii. Section 6. 1. Name change of the ethics committee to the ethics and accreditation committee. 2. The committee will have at least seven members (previously 7 members). 3. And additional responsibilities of this committee were added: the ethics and accreditation committee will also serve as the governance body to review and resolve cme-related conflict of interest for aats educational activities. D. Article xiii parliamentary procedure i. Changed governed by to "robert's rules of order". Previously governed by the current "sturgis standard code of parliamentary procedure".”

“Active and senior members have voting privileges.”

“Active and senior members have the right to vote on the election of officers to the board.”

“Active and senior members have the right to approve amendments to the by-laws, committee appointments, actions of the board, and new members.”

“Form 990 is reviewed by the chief financial officer and is then provided to the chief executive officer, the treasurer, finance committee and executive committee for final review before it is filed. Additionally, form 990 will be provided to the board via e-mail prior to filing.”

“Annually, all members of the board of directors are requested to complete a conflict of interest disclosure form, which is kept on file and reviewed by the board if any conflict is indicated. The conflict of interest policy is monitored through board meetings where all members review policies. The board chair and ceo monitor these tasks. If a conflict arises during the year, the board member shall immediately notify the chair of the board, who will determine appropriate resolution. The board of directors shall be responsible for making all decisions concerning resolutions of conflicts.”

“Aats has a formalized compensation system that is detailed in the aats compensation administration manual. The manual provides the steps taken in determining compensation range for every level of team member to include the ceo. The compensation range data is provided by a third-party organization. Staff salary ranges will be evaluated and reviewed biennially and will be adjusted as necessary. Spot evaluations will be conducted annually for certain positions as required. Positions are compared to the pay practices of other comparable trade/professional associations based on association revenue, staff size, location of employee and other potential factors. The aats's compensation philosophy is monitored by the ceo and the aats board of directors with assistance from the association's human resources representative. In 2022, aats hired an outside human resources consultant who prepared and updated compensation review based on industry reporting and benchmarks of similar organizations. Compensation levels were in line with findings and no changes were made. The executive committee meets annually to determine the compensation of the chief executive officer based upon a review of performance compared to objectives established at the beginning of the year by the executive committee, board, and the chief executive officer. Following the executive committee's recommendation, the full board votes to approve the recommended compensation. The process described here was last completed in 2023.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Loss on impairment -3,410,013.”