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.
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