The National Endowment For Plastic Surgery Bylaws

This Document adopted the 29th day of September, 1994, by the Plastic Surgery Educational Foundation (the "Foundation") establishes and sets forth the goals, objectives and operational aspects of the National Endowment for Plastic Surgery and describes the duties and responsibilities of its Board of Governors.

Article I. The Endowment

1. Name
The fund established by this document shall be designated the National Endowment for Plastic Surgery (the "National Endowment for Plastic Surgery").

2. Fund
The National Endowment for Plastic Surgery shall be comprised of charitable contributions from plastic surgeons, the general public, corporations, foundations and other organizations desiring to improve the public health by fostering and supporting research and educational programs in plastic surgery. The principal of the National Endowment for Plastic Surgery shall remain intact and only the annual income therefrom shall be used for the purposes described in Section 3.

3. Purposes
The purposes of the National Endowment for Plastic Surgery shall be: (a) to support research and development in the field of plastic surgery and specifically to fund research directed toward immediate issues facing the clinical practice of plastic surgery; (b) to fund and support educational, scientific and charitable programs in the field of plastic surgery; (c) to support research and fund programs directed toward defining the efficacy and safety of established plastic surgical procedures, and the early investigation of innovative technology in plastic surgery which supports the development of plastic surgery as an innovative surgical specialty of the future; and (d) to support research scholarships and fellowships in the field of plastic surgery.

4. Investments
The National Endowment for Plastic Surgery shall be maintained by the Foundation as a segregated and restricted fund. The assets of the National Endowment for Plastic Surgery shall be invested by the Board of Directors of the Foundation in such vehicle or vehicles as it may select from time to time, including the joint investment program maintained with the American Society of Plastic Surgeons. Such investments shall be in accord with the general investment guidelines established from time to time by the Foundation.

5. Distributions
The income from the National Endowment for Plastic Surgery shall be expended from time to time by the Board of Directors of the Foundation in furtherance of the purposes set forth in Article I, Section 3. No other use of the income shall be authorized. The use of income or principal of the Endowment for the operating expenses of the Foundation is expressly prohibited.

6. Fund Raising Expenses
Income from the National Endowment for Plastic Surgery may not be used to defray the expenses of fund raising and the acquisition of gifts. However, the principal of the Endowment shall not be used for such purposes.

Article II. The Board of Governors of The National Endowment for Plastic Surgery (the "Endowment Board of Governors").

1. Composition and Term
The Board of Directors of the Foundation shall appoint an Endowment Board of Governors consisting of eleven plastic surgeons and up to three individuals representing the general public, corporations, foundations and other organizations devoted to fostering research, education and the improvement of the public health. In order to be eligible for appointment to the Endowment Board of Governors, plastic surgeons shall have contributed to the National Endowment for Plastic Surgery.

Five of the eleven plastic surgeon members of the Endowment Board of Governors shall be appointed from nominees provided to the Board of Directors of the Foundation by the American Association for Hand Surgery, the American Society for Aesthetic Plastic Surgery, the American Society of Maxillofacial Surgeons, the American Society of Plastic Surgeons, and the Aesthetic Surgery Education & Research Foundation, each of which shall be entitled to one position on the Board of Governors.

Two of the eleven plastic surgeon members of the Endowment Board of Governors shall be appointed from nominees provided to the Board of Directors of the Foundation by the American Association of Pediatric Plastic Surgeons, the American Association of Plastic Surgeons, the American Cleft Palate-Craniofacial Association, the American Society of the Peripheral Nerve, the American Society for Reconstructive Microsurgery, the Association of Academic Chairmen of Plastic Surgery, and the Plastic Surgery Research Council.

The remaining four plastic surgeon members of the Endowment Board of Governors shall be nominated and appointed by the Board of Directors of the Foundation. Each of the nominating organizations named in this Article II.1 shall provide three nominees for consideration by the Board of Directors of the Foundation. The terms of the eleven plastic surgeon appointees shall be three years and shall be appropriately staggered so that three individuals will be appointed one year and four individuals in each of the other two years.

The terms of the three other appointees representing the general public, corporations, foundations and other organizations devoted to fostering research, education and the improvement of the public health shall be three years. Members of the Endowment Board of Governors may be appointed to serve additional successive terms, not to exceed two, except under special circumstances.

2. Chairperson
The Endowment Board of Governors shall annually elect from among its members a Chairperson who shall preside at all meetings of the Board and shall serve as a liaison to the Board of Directors of the Foundation. The Chairperson shall also serve as an auditing member of the combined Finance Committee of the Foundation and American Society of Plastic Surgeons.

3. Duties of the Endowment Board of Governors
The Endowment Board of Governors shall be responsible for developing, overseeing and implementing fund-raising policies, strategies and programs to establish, maintain and increase the Endowment. The Board of Governors shall supervise and safeguard the funds comprising the Endowment and from time to time recommend to the Board of Directors of the Foundation investment strategies and financial policies designed to protect the principal of the Endowment and to promote its growth. In fulfilling its duties, the Board of Governors may seek the advice and assistance of the Director of Development and the Director of Finance of the Foundation.

4. Vacancies
In the event of a vacancy among the Endowment Board of Governors by reason of death, resignation, or otherwise, the Board of Directors of the Foundation shall appoint a successor who shall serve for the balance of the unexpired term.

5. Meetings
The Board of Governors shall meet annually at the time of the annual meeting of the American Society of Plastic Surgeons. The Board of Governors may in its discretion meet during the interim Board meetings of the American Society of Plastic Surgeons and the Foundation. It may also conduct special meetings from time to time in person or by telephone conference call. The income from the Endowment may not be used to defray the travel and lodging expenses of members of the Board of Governors in attending meetings of the Board. The agenda for all meetings shall be the responsibility of the Chairman with the assistance of the Director of Development and the Director of Finance of the Foundation.

6. Annual Report
The Endowment Board of Governors shall prepare an annual written report which will be submitted to the Board of Directors of the Plastic Surgery Educational Foundation. This report shall be published in Plastic Surgery News or other appropriate vehicles to apprise the membership of the state of the Endowment and the activities of the Endowment Board of Governors.

Article III. General Principles.

The National Endowment for Plastic Surgery shall be operated in a manner consistent with and in furtherance of the exempt charitable and educational purposes of the Foundation. In furtherance thereof, no part of the net earnings of the National Endowment for Plastic Surgery shall inure to the benefit of, or be distributable to the directors, officers or members of the Foundation or to the members of the Endowment Board of Governors or any other private person except that the income from the National Endowment for Plastic Surgery may be expended to pay reasonable compensation for services rendered to the National Endowment for Plastic Surgery and/or to make payment and distribution in furtherance of the purposes set forth in this document.

Article IV. Use of Principal/Termination.

None of the principal of the National Endowment for Plastic Surgery may be used nor may the National Endowment for Plastic Surgery be terminated without the approval of two-thirds of the membership of the Foundation present at a duly called regular or special meeting of the Foundation, the notice of which shall specify the purposes for which all or a portion of the principal of the National Endowment for Plastic Surgery is to be used. If the National Endowment for Plastic Surgery is terminated, its assets shall be added to the other assets of the Foundation to be used in furtherance of the Foundation's charitable and educational purposes. Any restricted funds shall be distributed in accordance with the terms and conditions of the gift.