BY-LAWS OF

ASSOCIATION OF MILITARY OSTEOPATHIC PHYSICIANS & SURGEONS

ARTICLE ONE

OFFICES

The principal office of the corporation (hereinafter called the “Association”) shall be located in the city of Chicago, State of Illinois. The Association may have such other offices, either within or without the State of Illinois, as the board of directors (hereinafter called the “Board of Trustees”) may determine from time to time. The registered office of the Association required by the General Not-for-Profit Act to be maintained in the State of Illinois may be, but not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Trustees.

ARTICLE TWO

MEMBERS AND MEETINGS

Section 1. Active Members. Active members of this Association shall be graduates of colleges of osteopathic medicine accredited by the American Osteopathic Association, members of the American Osteopathic Association, eligible for licensure as osteopathic physicians and/or surgeons, and serving on active duty or in a reserve component, or have retired from active service or a reserve component as an osteopathic physician and surgeon in one of the Uniformed Services of the United States. Active members are entitled to:

    (a) Vote during general membership meetings.

    (b) Nominate qualified members for officers and trustees of the Association.

    (c) Be elected as officers or trustees in the Association.

    (d) Participate in the management of the Association.

    (e) Represent the Association at all levels of office and responsibility at the American Osteopathic Association to include, but not limited to committee appointments, delegates to the American Osteopathic Association House of Delegates, Trustees and officers in the American Osteopathic Association.

Section 2. Associate Members. Associate members of this Association shall be graduates of colleges of osteopathic medicine accredited by the American Osteopathic Association, members of the American Osteopathic Association, eligible for licensure as osteopathic physicians and/or surgeons, and serving on active duty or in a reserve component, or have retired or separated from active service or a reserve component as an osteopathic physician and surgeon in one of the Uniformed Services of the United States. Associate members shall be entitled to all the rights and privileges afforded to Active members, except the right to vote, hold elective offices or represent the Association as heretofore described in Section 1.

Section 3. Student Members. Student Members of this Association shall be fully matriculated students of a college of osteopathic medicine accredited by the American Osteopathic Association, members of the American Osteopathic Association, serving on active duty or in a reserve component in one of the uniformed services of the United States. They shall be entitled to all the rights and privileges afforded to active members except the right to vote and hold elective office other than student trustee.

Section 4. Postgraduate Members. Postgraduate members shall be graduates of colleges of osteopathic medicine accredited by the American Osteopathic Association, members of the American Osteopathic Association, enrolled in an accredited postgraduate training program to include, but not limited to, American Osteopathic Association accredited internships, residencies and fellowships, and uniformed services residencies and fellowships. They shall be entitled to all the rights and privileges afforded to active members except the right to hold elective office other than Postgraduate trustee.

Section 5. Honorary Members. By unanimous vote at any annual meeting of the membership, the title of “Honorary Member” may be conferred upon any person. Such Honorary Member shall not be required to pay dues or assessments. Honorary Members shall not have any rights or privileges of active=membership.

Section 6. Life Members. By unanimous vote at any annual meeting of the membership, the title of “Life Member” may be conferred upon any member of the Association who has rendered the profession extraordinary services: such Life Member shall not be required to pay dues or assessments. Additionally, any member in good standing, may upon payment of 15 times the annual dues rate, become a Life Member in the membership category for which he is eligible.

Section 7. Allied Members.

    (a) Allied members are credentialed health care professionals who contribute to the practice of osteopathic medicine in the uniformed services. They are not eligible for any other category of membership and who support the goals and objectives of the Association.

    (b) Such allied members shall be required to pay dues and assessments, and be eligible for such benefits as may periodically be determined by the Board of Trustees, or the membership as the annual meeting.

    (c) Allied members shall be non-voting and not eligible delegate appointment to the AOA House of Delegates nor hold elective office nor position on the Board of Trustees of this Organization. Allied members shall not have any rights or privileges of active membership.

Section 8. Annual Meeting. The annual meeting of the membership shall be held during the Association’s annual convention for the purpose of electing trustees and officers for the ensuing year and for the transaction of such other business as may come before such meeting.

Section 9. Legislative Body. The annual meeting of the membership shall be the legislative body of the Association and shall adopt such resolutions as shall guide the Board of Trustees in its management of the affairs of the Association between such annual meetings of the membership.

Section 10. Voting. Only active members and postgraduate members may vote on matters of the Association business including, but not limited to, election of officers, trustees and delegates.

Section 11. Nominating Procedure. The Board of Trustees of this Association shall function as a nominating committee to prepare a slate of officers for the next term of office no earlier than three months, but no later than two months prior to the annual meeting of the membership. The Board of Trustees will strive to choose nominees from each Uniformed Service in order to provide wide representation. Other nominations may be submitted to the Secretary in the same fashion, to be signed by no less that six Active members of the Association. Additional nominations may be made from the floor at the time of the annual meeting of the membership. Only Active members in good standing can be nominated and elected to the office in the Association.

ARTICLE THREE

BOARD OF TRUSTEES

Section 1. General Powers. The affairs of the Association shall be managed by its Board of Trustees.

Section 2. Number. Tenure and Qualifications. The number of trustees of the Association shall be twelve (12), consisting of the officers of the Association and five (5) additional Trustees, who shall be elected by ballot by a majority of the active and postgraduate members at the annual meeting of the membership.

    (a) Three (3) trustees of the Board of Trustees shall be elected to serve for a period of three (3) years, one being elected each year, provided however, that at the first election after the adoption of these bylaws, one (1) Trustee shall be elected to serve three years.

    (b) Two (2) trustees, a student trustee and postgraduate trustee, shall be elected to serve for a period of one (1) year. A student member of this Association from the colleges of osteopathic medicine shall be nominated and elected to serve as the student member of the Board of Trustees. A candidate for student trustee shall be submitted from the student chapters of the colleges of osteopathic medicine to the Board of Trustees prior to the annual meeting of the Board of Trustees. This student shall be in good academic standing with his/her college. A postgraduate member of this Association shall be nominated and elected to serve as the postgraduate trustee. This postgraduate candidate shall be in good academic standing with his postgraduate training program.

    (c) Any Trustee elected to fill a vacancy occurring on the Board of Trustees shall serve for the unexpired term of his predecessor in office. Each elected official will serve as a delegate to the House of Delegates of the American Osteopathic Association and additional delegates as well as alternate delegates shall be elected by ballot by a majority of the Active members at the annual meeting of the membership to serve for a period of one year.

    (d) The Board of Trustees shall consist of the Immediate Past-President, President, President-Elect, First Vice-President, Second Vice-President, Treasurer, and Secretary of the Association who shall be elected as hereinafter provided and three (3) other active members of the Association, who shall be elected as Trustees by a majority vote of the Active members present at the annual business meeting of the Association as hereinafter provided.

Section 3. Annual Meeting. The annual meeting of the Board of Trustees shall be held at the time and place of the Association’s annual convention.

Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of the President or any two (2) trustees. Special meetings may be held within or without the State of Illinois. Due to the wide geographical distribution of members under normal circumstances, special meetings should only be called when necessity compels. These special meetings may be conducted via telephone conference calls, video-telecommunications, by electronic mail (e-mail) via the Internet or other telecommunications technology. Written record of any special actions taken by special meetings of the Board of Trustees shall be read into the record at the next regular meeting of the Board of Trustees and approved as part of that meeting’s minutes. Notification of these special actions shall be read into the record of the next annual meeting of the general membership of the Association and approved as a part of that meeting’s minutes.

Section 5. Notice. Notice of any special meeting shall be given at least ten (10) days previous thereto by written notice delivered personally, mailed to each Trustee at his current address, electronically mailed (e-mailed) by the internet or other electronic telecommunication methods. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by e-mail, it will be delivered “registered” and deemed delivered when the e-mail has been received. Any Trustee may waive notice of any meeting. The attendance of any Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting.

Section 6. Executive Committee. At its annual meeting, the Board of Trustees shall elect from its own number an Executive committee to transact the business of the Board of Trustees between meetings. The Executive Committee shall consist of the President of the Association for the forthcoming year and two (2) other Trustees, who, to the extent possible, shall represent two (2) other Uniformed Services other than that represented by the President.

Section 7. Quorum. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees; but if less than a majority of the Trustees are present at any meeting, a majority of the Trustees present may adjourn the meeting from tine to time without further notice.

Section 8. Board Decisions. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these bylaws.

Section 9. Vacancies. Any vacancy occurring in the Board of Trustees or any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by the Board of Trustees. A Trustee appointed to fill a vacancy shall serve until the next annual meeting of the membership.

Section 10. Informal Action by Trustees. Unless specifically prohibited by the Articles of Incorporation or Bylaws, any action required to be taken at a meeting of the Board of Trustees, or any other action which may be taken at a meeting of the Board of Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Trustees entitled to vote with respect to the subject matter thereof. Any such consent signed by all the Trustees shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State.

Section 11. Executive Director. The Executive Director of the Association shall be appointed by the Board of Trustees from eligible applicants. The duties of the Executive Director shall be the day-to-day management of the Association to include, but not limited to, administrative decisions, financial management and interaction with the American Osteopathic Association. All actions of the Executive Director will be reported to the Board of Trustees at their next annual meeting, be read into the minutes and approved by the Board of Trustees. The Executive Director will serve as an Ex-Officio member of the Board of Trustees and general membership.

ARTICLE FOUR

OFFICERS

Section 1. Officers. The officers of the Association shall be a President, President-Elect, First Vice-President, Second Vice-President, Treasurer and Secretary. The President, President-Elect, First Vice-President, Treasurer and Secretary shall be elected from active members who are actively serving as osteopathic physicians and surgeons in one of the uniformed services of the United States. The Second Vice-President shall be elected from those Active members serving in the reserve forces or who have retired from service in one of the Uniformed Services of the United States. No person shall hold more than one office.

Section 2. Election and Term of Office. The officers of the Association shall be elected annually by the Active members of the Association at the regular meeting of the membership. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall hold office until his successor has been duly elected and qualified.

Section 3. Removal. Any officer elected or appointed by the membership may be removed by the membership whenever in its judgment that the best interests of the Association would be served thereby.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.

Section 5. Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or directives of the Board of Trustees. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives as this Association. The President shall be the chairman of the Board of Trustees and the Executive Committee.

ARTICLE FIVE

COMMITTEES AND CHAPTERS

Section 1. Standing Committees. Standing committees shall be appointed by the Board of Trustees to serve until the following annual meeting of the Board of Trustees at which time each committee will provide the Board with a report of its activities. Each committee shall be chaired by a member of the Board of Trustees and composed of each represented Uniformed Service. Such standing committees shall be as follows:

    (a) The Committee on Professional Affairs which shall have supervision over all Association activities directed toward the profession and the medical agencies of government, including but not limited to professional education, continuing medical education, research, organizational affairs and conventions.

    (b) The Committee of Public Affairs, which shall have general supervision over all the Association activities, directed toward the public relation activities and public education, especially within the governmental agencies.

    (c) The Committee on Judiciary shall have general supervision over the Association activities directed to legislative or legal questions and shall include but not be limited to problems in the areas of ethics and grievances.

    (d) The Auditing Committee shall audit all books and accounts of the Association and give a written report thereof at each annual meeting.

Section 2. Special Committees. Special committees may be appointed at any time and from time to time by the President or the Board of Trustees.

Section 3. Local Chapters. Local chapters of the Association shall be formed at each college of osteopathic medicine and at any locale where interest exists. These chapters shall be comprised of Association members in good standing. Each chapter shall submit, in writing to the Executive Director, a set of bylaws governing that chapter, which shall be complementary to the bylaws of the Association. The Association Board of Trustees shall review and approve that chapter’s bylaws. Such chapters shall be as follows:

    (a) Student Chapters. Student Chapters shall be formed at each college of osteopathic medicine regardless of the number of members in good standing attending that school. Each student chapter will select from its membership the following officers: President, Vice President, Secretary, Treasurer, and any other such officers deemed necessary by the student chapter and approved by the board of the Association. These officers shall be members in good standing of the Association and good academic standing at their college. The Secretary of each student chapter will forward a list of its officers and members to the Executive Director of the Association by the 15th day of September of each academic year, and within 15 days of any chapter leadership change. Each student chapter may nominate one candidate annually to the board of the Association in consideration for selection as the student member of the board of the Association. The Association shall provide an advisor/liaison from its active membership to each student chapter. The advisor/liaison shall be responsible for assisting that chapter’s members in administration of that chapter and any other matters deemed necessary by the chapter’s members.

    (b) Regional Chapters. Regional Chapters shall be formed in such locales where at least 10 members are assigned or reside. Each regional chapter shall select from its membership the following officers: President, Vice President, and Secretary/Treasurer. The Secretary/Treasurer will forward a list of the officers to the Executive Director of the Association within 15 days of organization or any leadership change. Regional chapters may provide educational activities to meet the needs of its members consistent with current Association and American Osteopathic Association guidelines and practices.

ARTICLE SIX

ETHICS

The code of Ethics of the Association shall be identical with that of the American Osteopathic Association. Hearings involving charges of violations of the Code of Ethics shall be conducted according to substantially the same procedures followed by the AOA in similar matters. If a member shall have been suspended or expelled as a result of a finding that such member violated the Code of Ethics, then the record of such proceedings and the decision shall be forwarded to the Executive Director of the AOA for ultimate review by the AOA Board of Trustees. The AOA Committee on Ethics shall first determine if the record and decision complies with AOA requirements. If the record and decision do not so comply, they shall be returned to this society for rehearing. If the record and decision do comply, they shall be scheduled for review by the Board of Trustees. In either event, the Committee on Ethics shall notify the member and this society of its determination. In the case of the AOA Board Review, the member may file a petition similar to the petition employed in original ethical matters before the AOA, including therein if desired a request to appear personally before the Board. The AOA Executive Committee shall have sole discretion as to whether such request for a personal appearance shall be granted.

ARTICLE SEVEN

FEES DUES AND ASSESMENTS

Section 1. Application and Fee.

    (a) A candidate for membership shall present written application together with the appropriate fee to the Executive Director of the Association. The applicant shall mark the appropriate membership category on the application. The application shall be acted upon by the Board of Trustees at the recommendation of the Executive director.

    (b) The application fee will be the last membership fee determined by the Board of Trustees and will be applied toward the annual dues when the Board approves membership. However, if the Board fails to approve of such enrollment, or reassigns a membership category, the Executive Director shall so notify the applicant, modify the application fee as appropriate and return any excess to the applicant. The Applicant may petition the Board of trustees to reconsider their decision.

Section 2. Dues and Assessments.

    (a) The dues shall be assessed as determined by the Board of Trustees with majority approval of the active membership at the annual business meeting on a per fiscal year. The Board of Trustees may reduce the annual dues herein specified in the case of a recent graduate, or reduce or cancel the dues of a member known to be in financial straits. All the dues shall be paid in advance or within thirty (30) days after the beginning of the fiscal year. Unless the Board of Trustees and/or a majority of the membership as the annual business meeting approve a change in the dues and assessment structure, it will continue for the next fiscal year.

    (b) In addition to the annual dues, a general contingency assessment may be called for by the Board of Trustees, the amount of which shall not exceed two (2) times the annual dues for any fiscal year.

    (c) By a two-thirds (2/3) vote of the Active member respondents to a mailed ballot or by a two-thirds (2/3) of all members present at the annual business meeting, special assessment may be made by the Association for the defense or advancement of osteopathic medicine, provided that notice of such proposed action shall be distributed to all members at their last known address, allowing at least thirty (30) days for mail return or thirty (30) days prior to the annual business meeting.

Section 3. Delinquency. Any member of the Association who is in arrears for the payment of dues and assessments, and remains so for sixty (60) days after due notice of this delinquency as been mailed to him at his last known address by the Executive Director, without having made arrangements satisfactory to the Executive Director and the Board of Trustees for payment of the same, or is found guilty of professional or personal conduct detrimental to the welfare of the Association or of the profession of osteopathic medicine, or breach of the Code of Ethics, may have his or her membership revoked, suspended or be place on probation by the Board of Trustees of the Association . The accused shall be given an opportunity to be heard in person or through a representative as hereinbefore provided.

ARTICLE EIGHT

The Articles of Incorporation and these bylaws may be amended by a two-thirds (2/3) vote of the Active members present or represented by proxy as hereinafter provided, at any annual meeting of the membership providing the proposed amendment shall be in accord with the Bylaws of the American Osteopathic Association, that shall be prepared in writing in advance of the meeting and that written notice of the proposed amendment shall be mailed to the last known address of each Active member of the Association not less than thirty (30) days and not more than ninety (90) days before the annual meeting at which action is to be taken. Notification of such amendments may be electronically made through electronic mail (e-mail), postings on the Association’s Internet Web Page and other electronic telecommunications media not less than thirty (30) days and not more than ninety (90) days before the annual meeting at which action is to be taken, in lieu of such mailings. A by-mail vote by an absent, Active member shall be accepted and cast by the Secretary if it is received prior to the meeting.