Arizona Orthopaedic Society

BYLAWS

OF THE

ARIZONA ORTHOPAEDIC SOCIETY

Adopted June 9, 1990

Revised September, 1994

March, 1997

December, 2008

BYLAWS

ARIZONA ORTHOPAEDIC SOCIETY

ARTICLE I

NAME

The name of this corporation shall be the Arizona Orthopaedic Society.

ARTICLE II

MISSION

The mission of the Arizona Orthopaedic Society is to promote the highest quality of musculoskeletal health and to represent the medical practice interests of Arizona Orthopaedic Surgeons.

ARTICLE III

MEMBERS AND MEMBERSHIP

Section 1. Categories. There shall be six (6) categories of membership, namely, Active members, Inactive members, Resident members, Emeritus members, Honorary members and Corresponding members.

(A) Active Members. All active members shall be fully-licensed practitioners of medicine or osteopathy and shall limit the majority of their practice, teaching, or research to orthopaedic surgery in Arizona or in a governmental service while maintaining a primary legal residence in Arizona. They shall be required to pay dues and assessments as levied bythe Executive Committee or Board of Directors. Active Members have the right to vote, hold office, or be a Director of the Society. They may serve as committee members or chairmen of committees and vote on those committees. They shall be carried on the Society's roster and notified of all Society functions. They shall be billed by the Secretary/Treasurer for reasonable charges following their attendance at Society functions.

(B) Inactive Members. All Inactive members shall be practitioners of medicine or osteopathy and shall limit the majority of their practice, teaching, or research to orthopaedic surgery and shall not be in active practice. They shall not be required to pay dues or assessments as levied by the Executive Committee or the Board of Directors. They shall not have the privilege of voting or holding office or being a Director of the Society. They may serve as committee members or chairmen of committees and vote on those committees. They shall be carried on the Society's roster and be notified of all Society functions in the same manner as Active members. They shall be billed by the Secretary/Treasurer for reasonable charges following their attendance at Society functions.

(C) Resident Members. All Resident members shall be practitioners of medicine or osteopathy and shall limit the majority of their practice, teaching, or research to orthopaedic surgery in Arizona or in a governmental service while maintaining a primary legal residence in Arizona. They shall not be required to pay dues and assessments as levied by the Executive Committee or Board of Directors. They shall not have the privilege of voting, holding office, or being a Director of the Society. They may serve as committee members or chairmen of committees and vote on those committees. They shall be in a training program approved by the AmericanAcademy of Orthopaedic Surgeons. They shall be billed by the Secretary/Treasurer for reasonable charges following their attendance at Society functions.

(D) Emeritus Members. All Emeritus members shall have been former active members of the Society but who no longer are engaged in full-time active practice of orthopaedic surgery. They shall not be required to pay dues or assessments as levied by the Executive Committee or Board of Directors. They shall not have the privilege of voting, holding office, or being a Director of the Society. They may serve as committee members or Chairman of committees and vote on those committees. They shall be carried on the Society's roster and be notified of all functions of the Society in the same manner as Active members. They shall be billed by the Secretary/ Treasurer for reasonable charges following their attendance at Society functions.

(E) Honorary Members. All Honorary members shall be elected at the discretion of the Executive Committee. They usually shall be persons who have contributed to the science or art of orthopaedic surgery. They shall not be required to pay dues or assessments as levied by the Executive Committee or Board of Directors. They shall not have the privilege of voting, holding office, or being a Director of the Society. They may serve as committee members or chairmen of committees and vote on those committees. They shall be carried on the Society roster and be notified of all functions of the Society in the same manner as Active members. They shall not be billed for attendance at Society functions

(F) Corresponding Members. All Corresponding Members shall be fully- licensed practitioners of medicine or osteopathy and shall limit the majority of their practice, teaching, or research to orthopaedic surgery outside of Arizona. They shall be required to pay dues or assessments as levied by the Executive Committee or Board of Directors. They shall have the right to vote. They may not hold office or be a Director of the Society. They may serve as committee members or chairmen of committees and vote on those committees. They shall be carried on the Society's roster and notified of all Society functions. They shall be billed by the Secretary/Treasurer for reasonable charges following their attendance at Society functions.

Section 2. Election to Membership. Membership in the Society is a privilege, not a right, which may be granted by the Executive Committee to practitioners with an MD or DO degree. Honorary membership shall be granted by the Executive Committee as described in Article III, Section E. Membership shall be considered after submission of an application by the candidate on a form supplied by the Secretary/Treasurer. The application shall be in writing and will be accepted for consideration when complete, including any requested references, background data, or waivers.

Section 3. Termination of Membership. Membership shall be terminated automatically by loss of license, if an Active or Emeritus member, or conviction of a felony or unethical action, by the Board of Directors using the standard stated in Article XII.

ARTICLE IV

OFFICERS

Section 1. Officers. There shall be three (3) officers of the Society; namely, President, Vice President, and Secretary/Treasurer.

(A) President. The President shall be the Chief Executive Officer of the Society and shall preside at all meetings and shall exercise general supervision of the Society's members and affairs.

(B) Vice President. The Vice President shall assist the President in the discharge of the President's duties. In the event of the President's death, resignation, removal, or extended absence, the Vice President shall assume the duties of President.

(C) Secretary/Treasurer. The Secretary/Treasurer shall keep or cause to be kept accurate records and minutes of all business meetings and shall be the custodian of all books, paper, and other property of the Society. The Secretary/Treasurer shall bill all Active members for their annual dues about the first day of the first month of the Society's fiscal year and shall inform the Executive Committee of the failure to pay dues by any members three (3) months following the first billing. The Secretary/Treasurer will notify all members of all functions of the Society and bill all appropriate members for reasonable charges following their attendance at Society functions.

Section 2. Elections.

(A) Officers. At the annual meeting in even numbered years, the Board of Directors shall elect a President, Vice President and Secretary/Treasurer, to serve biennially (for two years), starting on July 1 of the year elected.

(B) Maricopa Chapter. In even-numbered years preceding the annual meeting, the Maricopa Chapter shall elect a President, Vice President and five (5) Regional Directors to the Board of Directors. Vacancies may be filled by appointment by the Maricopa Chapter.

(C) Pima Chapter. In even-numbered years preceding the annual meeting, the Pima Chapter shall elect a President, Vice President and three (3) Regional Directors to the Board of Directors. Vacancies may be filled by appointment by the Pima Chapter.

(D) At Large. In even-numbered years preceding the annual meeting, the remaining counties shall elect by mail ballot two (2) Directors from different counties to the Board of Directors. Vacancies may be filled by appointment by the President with approval of the Executive Committee.

(E) AAOS Councilor. Every three (3) years, or in the event of a vacancy, the Executive Committee shall nominate a candidate or candidates to the membership for election by ballot for Councilor to the AmericanAcademy of Orthopaedic Surgeons.

(F) ArMA Delegate. In even-numbered years, the Executive Committee shall appoint a Delegate and Alternate Delegate to the Arizona Medical Association. Reasonable attempt should be made to select a Delegate and Alternate Delegate who do not otherwise have a vote in the House of Delegates.

ARTICLE V

VACANCIES

Section 1. President. Vacancy in the office of President shall be filled as noted in Article IV, Section B.

Section 2. Vice President & Secretary/Treasurer. Vacancies in the office of Vice President or Secretary/Treasurer shall be filled by appointment by the Executive Committee with the approval of the Board of Directors.

Section 3. Delegate and Alternate Delegate to ArMA. Vacancy in the position of delegate or alternate delegate to ArMA shall be filled by the Executive Committee.

Section 4. AAOS Councilor. Vacancy in the position of Councilor to the AmericanAcademy of Orthopaedic Surgeons shall be filled as directed by Article IV, Section E.

ARTICLE VI

MEETINGS

Section 1. Annual Meeting. There shall be an annual meeting of members and the Board of Directors to be held in conjunction with the Arizona Medical Association Annual Meeting unless otherwise specified.

Section 2. Special Meetings. Special meetings may be called by the President or a majority of the Executive Committee.

Section 3. Electronic Meetings. Electronic meetings in which communications by either electronic, voice, or written transmission are permitted.

Section 4. Location of Principle Place of Business. Location of the Society's principle place of business shall be 810 W. Bethany Home Road, Phoenix, Arizona, 85013. The Executive Committee may from time to time establish other places of business in other offices or in other places within the State of Arizona.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. Composition. The Executive Committee shall consist of the President, Vice President, Secretary/Treasurer, Immediate Past President, the Councilor to the AmericanAcademy of Orthopaedic Surgeons, and the Delegate to the Arizona Medical Association.

Section 2. Chair. The President shall act as Chair.

Section 3. Charge. The Executive Committee shall have charge of the affairs of the Society when the Board of Directors is not in session. The Executive Committee may send any report to the Board of Directors for information, discussion or initiation of action.

Section 4. Quorum. A quorum shall be a majority of those present and eligible to vote.

Section 5. Items of Business. Items of business to be considered by the Executive Committee include but are not limited to time and place of meetings, programs, recommendations on annual dues and assessments, appointment of members, nomination to standing and other committees, matters involving current expenditure funds, recommendations of disciplinary actions, and other Society business as described in these Bylaws.

ARTICLE VIII

BOARD OF DIRECTORS

Section 1. Composition. The Board of Directors shall consist of the following:

(A) The Executive Committee.

(B) The Maricopa Chapter President, Vice President and five (5) Regional Representatives.

(D) Two (2) Representatives from the remaining counties.

(E) The Chair of an AmericanAcademy of Orthopaedic Surgery approved Orthopaedic Residency Program in Arizona.

(F) The Delegate to the Arizona Medical Association House of Delegates. The Alternate Delegate shall be invited to attend and participate in the meetings without a vote, unless sitting for the Delegate.

(G) The Chair of the Industrial Commission Committee.

Section 2. Chair. The President shall act as Chair.

Section 3. Charge. The Board of Directors shall have charge of the affairs of the Society when the Society is in session and shall assist in forming the general policy of the Society. Members of the Board of Directors who are Committee Chairs, CountyPresidents and At-Large Members should submit a written annual report to the Secretary/Treasurer prior to the annual meeting.

Section 4. Quorum. A quorum shall be a majority of those present and eligible to vote.

ARTICLE IX

COMMITTEES

Section 1. Executive Committee. The Executive Committee and its duties are defined in Article VII.

Section 2. Nominating Committee. The Nominating Committee shall consist of the following:

(A) The President, Vice President, and a Director from the Maricopa Chapter.

(B) The President and Vice President from the Pima Chapter.

(D) The Councilor to the AmericanAcademy of Orthopaedic Surgeons.

(E) The Delegate to the Arizona Medical Association.

In even-numbered years preceding the annual meeting, the Nominating Committee shall nominate a candidate or candidates for President, Vice President and Secretary/Treasurer of the Society.

Section 3. Special Committees. Committees for special purposes may be created as may be directed by the Executive Committee.

Section 4. Chairs. Committee Chairs shall be appointed by the President of the Society with the approval of the Executive Committee.

Section 5. Charge. Committee chairs shall perform the duties described in the Bylaws or as described by the President. Committee Chairs should submit a written annual report to the Secretary/Treasurer prior to the annual meeting.

ARTICLE X

FUNDS

Section 1. Dues. The annual dues for Active membership shall be established by the Executive Committee annually. The annual dues are payable on the first day of the third month of the current fiscal year. There will be a one-time $100.00 initiation fee which will include the first year's dues to all new Active members. The penalty for nonpayment of dues shall be designated by the Executive Committee.

Section 2. Special Assessments. Assessments may be levied by the Board of Directors. The Board of Directors shall designate the date payable and penalty for nonpayment.

Section 3. Expenses. The President is authorized to expense $500.00 of the Society's funds for Society business at his sole discretion. The expense shall be reported to the Executive Committee. The maximum annual discretionary expense by the President shall be $1,000.00

ARTICLE XI

FISCAL YEAR

The fiscal year shall be from January 1st to December 31st of each year.

ARTICLE XII

ETHICS

Members of the Society shall perform in accordance with the principles of ethics of the American Medical Association, the Arizona Medical Association, and the AmericanAcademy of Orthopaedic Surgeons.

ARTICLE XIII

AMENDMENTS

These Bylaws may be amended by a majority of Directors present at any regular meeting or at any special meeting provided that at least thirty (30) days written notice is given of the intention to amend the Bylaws at such meeting.

ARTICLE XIV

PARLIAMENTARY AUTHORITY

The rules contained in the current Roberts' Rule of Order, Newly Revised, shall govern the Society in all cases in which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order the Society may adopt.