Changes as of April 27, 2024
ARTICLE I The Association shall be known as the Michigan Osteopathic Association, (hereinafter referred to as the Association) or its legal successor, a Divisional Society of the American Osteopathic Association, Inc., organized in the state of Michigan. ARTICLE II The purpose and mission of the Association shall be to advance the science and art of osteopathic medicine, education and research; to improve health care and promote the benefits of scientific advancement in the treatment, prevention, and alleviation of human ailments; and to strengthen and promote osteopathic medicine in Michigan by shaping the health care delivery system to better serve the community. ARTICLE III Section 1. Component Societies A. A Component Society shall be a district, county or locally organized unit of members in good standing of the Association chartered by and federated in the Association. B. The Charter of each Component Society shall be authorized and issued upon the recommendation of the Board of Trustees and majority vote of the House of Delegates. Such Charter shall require that the governing documents of such Component Society be at all times consistent with the provisions of the governing documents of this Association and with all amendments thereto hereafter adopted. Each Component Society shall file with the Association's Headquarters a current copy of its governing documents, as well as evidence of its current nonprofit incorporation status. C. The House of Delegates is empowered to revoke the charter of any Component Society whenever it finds such Society has materially breached any of the provisions of the Bylaws of the Association or has failed to function within the expressed spirit and purpose of the Association to such an extent that revocation of charter is in the best interests of the Association. D. Not more than one Component Society shall be chartered in any County of the State. The House of Delegates upon recommendation of the Board of Trustees may, in its discretion, grant a charter to a Component Society comprising two or more counties, and may change the territorial boundaries of the various Component Societies of the Association, if it is deemed expedient and in the best interest of the Association. Two-thirds or more of the individual members who practice in a Component Society may apply for a change in territorial boundaries of the Component society. Two-thirds or more of the members of an existing Component Society may also apply for recognition as a separate Component Society. The application shall set forth the boundaries of the proposed Component Society and the reasons for the application. If the applicants are already members of an existing Component Society affiliated with this Association, or if the proposed territory overlaps an existing Component Society, the president of the Component Society or societies affected shall be notified of the application and representatives of such Component Society shall be accorded the right to appear before the Board of Trustees to support or oppose the petition at the next regular or special meeting of the Board of Trustees. Action of the Board of Trustees shall be taken at the next regular or special meeting of the House of Delegates of this Association. The House of Delegates shall have the power to approve, modify or disapprove the action of the Board of Trustees. Section 2. Affiliate Societies A. Affiliate Professional Societies Any local, district, county, or statewide organization of physicians and surgeons may become affiliated with the Association as an Affiliate Professional Society provided all osteopathic physician members which comprise at least two-thirds of local, district, county or statewide organization are members in good standing, at the time of affiliation and thereafter, of the Association. B. Affiliate Lay Societies Any society or association engaged in activities determined by the Board of Trustees to be related to the purpose and mission of the Association may in the sole discretion of the Board of Trustees become affiliated with the Association as an Affiliate Lay Society. C. Conditions for Affiliation as an Affiliate Society 1. Application for affiliate society membership shall be made to, and subject to the approval of, the Board of Trustees. The Board of Trustees shall report any such approval to the House of Delegates. 2. By accepting affiliate membership, the society and its members agree to abide by the policies and rules and regulations of the Association, its Bylaws and Code of Ethics. 3. The Board of Trustees may invite one or more of the members of an Affiliate Society to attend any meeting of the Board of Trustees of the Association when matters of mutual interest are on the agenda. The member attending shall not have a vote but may make recommendations to the Board. 4. The Board of Trustees shall have the right to designate a member of the Board to attend meetings of the governing board of the Affiliate Society and maintain liaison between the two societies. Such representative shall not have the right to vote but may make recommendations. 5. The membership of affiliate societies may be terminated by a majority vote of the Board of Trustees of the Association, in its sole discretion, with or without cause. 6. Membership fees may be assessed at the discretion of the Board of Trustees of the Association. ARTICLE IV The following classifications of membership shall be conferred by proper application and/or by nomination, unless otherwise provided in this Article. Section 1. Active Membership A. Qualification. The Board of Trustees may grant active membership to any graduate of a Commission on Osteopathic College Accreditation (Coca) accredited college of osteopathic medicine who is licensed to practice osteopathic medicine and surgery by the State of Michigan and who submits an application on such form and containing such information and further qualifications as the Board shall prescribe. All Active Members of the Association shall be encouraged to become members of the American Osteopathic Association. B. Responsibilities. As an obligation to maintain Active Membership in this organization the member shall fulfill requirements and standards for continuing osteopathic medical education as the Board of Trustees shall determine. Active Members shall be required to pay annual dues and, if enacted, any special assessments at a rate to be determined by the Board of Trustees. The Board of Trustees may raise the dues by an amount not greater than 5%, not more often thanevery 5 years. Any increase higher than 5% or sooner than 5 years after the last increase can only be made by vote of the House of Delegates. Active Members serving in full-time active military service shall pay dues at a reduced rate as determined by the Board of Trustees. An Active Member in the reserve military service who is called to active duty for a period of more than one month will receive the active military rate reduction on the next dues payment following such Member’s call to active duty and be granted a reduction of subsequent dues payments while such Member remains on active military duty. C. Rights. Active Members may vote, hold office and be seated in the House of Delegates. Section 2. Life Professional Membership A. Qualification. Life Professional Membership shall be automatically conferred upon any osteopathic physician age 70 years or older who has been a Member of the Association for 35 years or more, at least 25 of which shall have been as an Active Member. By action of the Board of Trustees any other osteopathic physician may be granted a Life Professional Membership when in the sole judgment of the Board such physician has performed outstanding service for the benefit and advancement of the osteopathic profession. B. Responsibilities. Life Professional Members may be required to pay annual dues or special assessments at a rate determined by the Board of Trustees. C. Rights. Life Professional Members may vote, hold office and be seated in the House of Delegates. Section 2A. Honorary Life Professional Membership A. Qualification. Honorary Life Professional Membership shall be automatically conferred upon all Past Presidents of the Michigan Osteopathic Association (MOA), who continue to be Active Members in good standing with the MOA. B. Responsibilities. Honorary Life Professional Members may be required to pay annual dues or special assessments at a rate determined by the Board of Trustees. C. Rights. Honorary Life Professional Members may vote, hold office and be seated in the House of Delegates. Section 3. Retired Membership A. Qualification. All Active Members who have been Active Members for at least five (5) years and practice not more than ten hours per week shall be eligible for Retired Membership, subject to approval by the Board of Trustees. B. Responsibilities. Retired members shall be required to pay annual dues or special assessments at a reduced rate as determined by the Board of Trustees each year to cover the Association’s administrative cost of maintaining their membership. C. Rights. Retired Members may vote, hold office and be seated in the House of Delegates. Section 4. Student Membership A. Qualification. Any student enrolled and in good standing at a Commission on Osteopathic College Accreditation (COCA)-accredited College of Osteopathic Medicine in the State of Michigan or students who are from the State of Michigan attending and in good standing at other COCA-accredited osteopathic colleges may be granted Student Membership upon approval of the Board of Trustees. B. Responsibilities. Student Members shall not be required to pay dues, or special assessments. C. Rights. Student Members may vote and may be seated in the House of Delegates. Student Members may only hold the office of a Student Member of the Board of Trustees elected pursuant to Article VI. Section 5. Affiliate Membership A. Qualifications. The Board of Trustees may confer Affiliate Membership upon an individual who holds a degree in a health care profession and who, in the sole judgment of the Board, supports and contributes materially to the mission and purpose of the Association. B. Responsibilities. Affiliate Members shall pay annual dues as determined by the Board of Trustees but are not required to pay special assessments. C. Rights. Affiliate Members shall not vote, hold office or be seated in the House of Delegates. Section 6. Honorary Membership A. Qualifications. The Board of Trustees may confer Honorary Membership upon any person who, in the sole judgment of the Board, supports and contributes materially to the mission and purposes of the Association. B. Responsibilities. Honorary Members shall not be required to pay annual dues or special assessments. C. Rights. Honorary Members shall not vote, hold office or be seated in the House of Delegates. Notwithstanding anything in these Bylaws or elsewhere to the contrary, Honorary Membership may be revoked at any time by the Board, in its sole discretion, with or without cause. Section 7. Associate Membership A. Qualification. The Board of Trustees may confer Associate Membership upon any osteopathic physician who is a nonresident of the State of Michigan and is licensed to practice osteopathic medicine and surgery in the state in which such physician resides and who presents a written application on such form and containing such further information and qualifications the Board shall prescribe. B. Responsibilities. Associate Members shall be required to pay annual dues at a reduced rate as established by the Board of Trustees each year. They shall not be required to pay special assessments. C. Rights. Associate Members shall not vote, hold office or be seated in the House of Delegates. Section 8. Intern/Resident Membership A. Qualification. An Intern/Resident who has graduated from an AOA-approved osteopathic college shall be eligible for an Intern/Resident Membership upon approval of the Board of Trustees. Interns/Residents must have either a valid educational or full license to practice osteopathic medicine in Michigan. B. Responsibilities. Intern/Resident Membersshall not be required to pay dues or special assessments. C. Rights. Intern/Resident Members may vote and may be seated in the House of Delegates. Intern/Resident Members may only hold the office of an Intern/Resident Member of the Board of Trustees elected pursuant to Article VI. Section 9. Delinquency, Reinstatement, Waiver or Reduction of Dues A. Any member whose dues and/or assessments remain unpaid for a period of three months (90 days), or whose special assessment(s) remain unpaid for a period of thirty days from the day of notice shall be automatically suspended and may be reinstated only by payment of all dues and assessments owing unless such dues are waived or reduced by the Board as set forth below. B. Any member who has been suspended or expelled for reasons other than nonpayment of dues may be reinstated by the Board of Trustees, in its sole discretion, upon fulfilling all conditions imposed by such suspension or revocation and making an application for reinstatement in such format as the Board shall prescribe. C. Upon written request, the Board may reduce or waive the dues of any dues-paying member for good cause shown as determined by the Board in its sole discretion.
Section 10. Membership Disciplinary Action A. Any conduct by a member of the Association in violation of the Code of Ethics, Constitution or Bylaws of this Association, or any illegal, immoral or unprofessional conduct by a member, shall be grounds for discipline which may include reprimand, suspension or expulsion. B. Disciplinary action against a member shall be governed by the procedure promulgated by the Board, which procedure shall include the right to a hearing before a committee appointed by the Board. C. Notwithstanding the provisions of subparagraph B above, the membership of any member whose medical license is suspended or revoked by action of competent governmental authority shall be likewise suspended or revoked, without any proceedings by the Association. ARTICLE V Section 1. Election and Authority The House of Delegates shall consist of members of the Association elected by their respective Component Societies. In addition, interns and residents shall be represented as set forth in Section 3 of this Article V. The House of Delegates shall be the legislative and policy-making body of the Association and shall perform such other functions as are defined in these Bylaws. The Speaker, Vice Speaker, President, and President-elect (the “Elected Officers”) shall be delegates by virtue of their office. The members of the MOA Board of Trustees, its Presidential Advisory committee, all MOA Past-Presidents and all AOA Past-Presidents, who are in good standing with the MOA, shall be delegates by virtue of their office and past service to the MOA. The Speaker, or in his absence the Vice-Speaker, and in order, the President, President-elect, Secretary-Treasurer, shall be the presiding officer of the House of Delegates. An elected officer, other than the presiding officer, shall not vote unless he/she is also an elected delegate. The presiding officer shall vote only in the case of a tie, regardless of whether he/she is also an elected delegate. Each Component Society shall be entitled to one delegate and one alternate delegate for each 40 members, and that calculated number shall be rounded up to the nearest number divisible by 5. Section 2. Delegate Certification The Secretary-Treasurer of the Association shall furnish each Component Society the number of delegates and alternates to which each Component Society is entitled 90 days prior to the next annual meeting. Component Societies shall in turn notify the Association of the names of delegates and alternates no later than 45 days prior to the next annual meeting. Such delegates and alternates must be members in good standing of the Association eligible to be seated in the House of Delegates and must be elected by the Component Societies which they represent. They shall serve for one (1) year, or until their successors are selected. The Credentials Committee appointed by the Speaker of the House of Delegates shall determine which delegates shall be certified.
Section 3. Interns and Residents There shall be an Intern and Resident (PGY Trainees) section in the House of Delegates consisting of seven (7) delegates and four (4) alternates (“Intern and Resident (PGY Trainees) Delegates/Alternates”). The Council of Interns and Residents (PGY Trainees) of the Board of Trustees (or in absence of such a Council, the Board of Trustees itself) shall appoint such delegates and alternates and shall notify the Association of the name of such delegates and alternates by April 1 of each year with final approval by the Board of Trustees. Such delegates and alternates must be members in good standing of the Association and must be in an AOA or Accreditation Council for Graduate Medical Education (ACGME) or its successor organization approved post-graduate medical education intern or resident (PGY Trainees) program at the time of their appointment. Each such delegate or alternate shall serve for one (1) year or until their successors are appointed. An Intern and Resident (PGY Trainees) Delegate/Alternate may not simultaneously serve as a Component Society delegate or alternate. Section 4. Delegate Accreditation The Chair of the Credentials Committee shall furnish the House of Delegates a list of the accredited delegates and alternates. The Speaker shall certify the list and call the delegates and alternates to be seated. Section 5. Delegate Seating A delegate having been seated shall remain the accredited delegate throughout the session, unless an alternate is seated in his place. Section 6. Voting Privileges Each voting delegate shall have one vote in the House. Section 7. Annual Meeting The annual meeting shall be held in the State of Michigan at such time and place as designated by the Board of Trustees for the purpose of election of officers and trustees, reports of officers on the work of the past year, and such other business as may be legally considered. Failure on the part of the Board of Trustees to call or schedule the annual meeting within one (1) year from the date of the last meeting shall constitute the right of action on the part of one hundred (100) or more members to call an annual meeting. The Secretary-Treasurer shall send written or email notice of the time and place of the annual meeting to each voting member of the Association at his or her last known preferred contact info. of record at least thirty (30) days in advance of the meeting. The notice of annual meeting need not state the purpose of the meeting.
Section 8. Special Meetings Special meetings may be called by the Board of Trustees, by the Executive Committee of the Board, or upon written petitions filed with the Secretary-Treasurer and signed by not less than one hundred (100) active members of this Association. The Secretary-Treasurer shall send written or email notice stating the date, place, and purpose of the meeting to each voting member of the Association at his or her last known preferred contact info. at least fourteen (14) days in advance of the meeting. Section 9. Attendance at Meetings All members, voting and nonvoting, may attend annual and special meetings of the House of Delegates. Attendance at a meeting of any member entitled to vote constitutes a waiver of the notice of the meeting except where such member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called and convened. Section 10. House Regions The House of Delegates shall, by resolution, create geographic regions from which trustees may be elected. Such resolution shall determine the number of geographic regions, shall fix the boundaries of each geographic region, and shall specify the number of trustees to be elected from each region. The house of delegates may amend the resolution from time to time as it deems appropriate to achieve adequate geographic representation of the membership on the Board of Trustees. Section 11. Nominating Committee
The Nominating Committee shall seek qualified candidates for Trustee for each Trustee seat where a vacancy shall exist. It shall first consider recommendations from component societies in each region where a vacancy shall exist, and shall if necessary, otherwise seek to identify qualified candidates. It shall, as nearly as possible, report out nominations from those regions in accordance with the House of Delegates resolution, but may vary from the regional designations if necessary, to achieve at least one nomination for each open Trusteeship. It shall also report out at least one nomination for each elected officer position. Section 12. Elections and Terms of Officers
The elected officers and trustees shall be elected by the House of Delegates at its annual meeting. Nominations shall be received from the Nominating Committee and may also be made from the floor. A. Voting Process: Voting shall be by ballot and a majority of all votes cast shall be necessary for election. If there shall be but one nominee for a given office or trusteeship it shall be the duty of the Secretary-Treasurer to cast the elective ballot for that nominee. Each Component Society shall have one vote for each credentialed, voting delegate present in the House of Delegates at the time of the vote. The Intern and Resident Section shall have one vote for each credentialed, voting Intern and Resident Delegate present in the House of Delegates at the time of the vote. Such votes may be cast by the Component Societies or by the Intern and Resident Section by one or more of its delegates as its delegation shall decide. B. Installation of Officers and Trustees: The officers-elect and trustees-elect shall be installed at the end of each annual meeting. Section 13. American Osteopathic Association Delegates A. Election: The Board of Trustees shall elect the number of delegates to the American Osteopathic Association House of Delegates equal to 50% of the total number of delegates from the Association plus one. The remainder shall be elected by the majority vote of the House of Delegates of the Association at the annual meeting. The House of Delegates shall set by resolution the procedure for nominating and voting for the delegates it elects. B. Qualifications: For any member of the Association to be elected as a delegate or alternate to the American Osteopathic Association House of Delegates, such member shall be a member in good standing in the American Osteopathic Association, the Association and the member’s Component Society. C. Term: Delegates and alternates elected to the House of Delegates of the American Osteopathic Association shall hold such office for one (1) year from the date of their approval by the House of Delegates of this Association or until their successors are elected. Section 14. Quorum Forty (40) voting members of the House of Delegates shall constitute a quorum sufficient to enact any business or legislation at the House of Delegates. The vote of a majority of members present at a meeting at which a quorum is present constitutes the action of the House of Delegates, unless the vote of a larger number is required by law or by other Sections of these Bylaws or the Articles of Incorporation. Section 15. Rules and Orders In the discussion and disposition of all business in the regular or special session of the House of Delegates, parliamentary rules of debate shall be observed, and Robert's Rules of Order (newly revised) shall be the guide in all deliberations except when otherwise provided for in these Bylaws. The agenda for the annual meeting shall be approved by motion and vote of the House at the beginning of the meeting, with such additions as may be made during the process of the motion and vote. No item may be added to the agenda after approval unless such addition is approved by three-quarters (75%) majority vote of the House.
Section 16. Committees The following are designated standing committees of the House of Delegates: Constitution and Bylaws Professional Affairs
The standing committees shall have such duties as shall be prescribed in these Bylaws and as prescribed from time to time by the House of Delegates by resolution or otherwise. Section 17. Electronic Voting
In the event that there is action or voting that the Board of Trustees deems necessary during the year, an electronic meeting will be organized. All credentialed members of the last House of Delegates that are still serving their term will be contacted by e-mail or other appropriate means. All rules regarding publication, Bylaws changes and notification as published in the current Bylaws will still govern this process.
ARTICLE VI Section 1. Composition The Board of Trustees shall consist of the President, President-elect, the two immediate Past Presidents, four at-large Trustees, an Intern/Resident Trustee (elected pursuant to subsection A. herein), a Student Trustee (elected pursuant to subsection B. herein) and such number of additional Trustees such that the total number of Trustees shall be eleven (11). The President-elect must have been a Trustee for at least one (1) year at the time of his/her nomination and election as President-elect. The Secretary-Treasurer shall be appointed by the President from the Board of Trustees. Each Past President shall serve as Trustee for the period of two (2) years from the time of retirement from the office of President. A. Intern/Resident Trustee. The Council of Interns and Residents shall nominate one person to serve as the Intern/Resident Trustee and shall notify the Speaker of the nomination no earlier than March 1 and no later than April 1 of each year. In the event the Council of Interns and Residents fails to provide a nomination within such dates, the Board of Trustees shall make the nomination. The Intern/Resident Trustee shall be a member of the Association at the time of nomination and election. The person so nominated shall be qualified to serve as a Resident Delegate/Alternate To the Michigan Osteopathic Association House of Delegates at the time of nomination and election but need not be a Delegate or Alternate to be elected. The Intern/Resident Trustee shall serve a one-year term beginning on the date of election at the annual House of Delegates meeting. Vacancies in the Intern/Resident Trustee position may be filled by the Speaker and the person so appointed shall serve until the next annual House of Delegates meeting. The Intern/Resident Trustee shall have the full voting rights of a Trustee. B. Student Trustee. The Dean of Michigan State University College of Osteopathic Medicine shall nominate one person to serve as a Student Trustee and shall notify the Speaker of the name of such person no earlier than March 1 and no later than April 1 of each year. In the event the Dean fails to provide a nomination within such dates, the Board of Trustees shall make the nomination. The person so nominated shall be a Student Member of the Association at the time of nomination and election. The Student Trustee shall serve a one-year term beginning on the date of election at the annual House of Delegates meeting. Vacancies in the Student Trustee position may be filled by the Speaker and the person so appointed shall serve until the next annual House of Delegates meeting. The Student Trustee shall have the full voting rights of a Trustee. C. Transition: Notwithstanding Article VI, Section 1 above, for the Association years of 2024-5 and 2025-6 only, instead of two past presidents, only the immediate past president shall serve as a trustee, for a term of one year only. For the Association year of 2024-5 only, the total number of trustees shall be (12). Section 2. Power and Duties The property, business and affairs of the Association shall be managed by the Board of Trustees, subject to the overall policies as set by the House of Delegates. Section 3. Departments The Board may create one or more departments. The President shall designate a member of the Board to serve as director of each department created. The department shall have such functions as may be assigned by the Board. The department directormay, with the approval of the Board, create one or more committees to carry out the department’s functions. Committee members shall be appointed by and serve at the pleasure of the department director. Committee members shall be members of the Association but need not be Board members. Section 4. Councils The Board may create one or more councils to assist the Board in an advisory capacity and to perform such functions as the Board may prescribe. The President shall be an ex-officiomember of each council. Other council members need not be Board members. Each council shall appoint its own chairperson and shall be governed by such rules of procedure as such council shall prescribe. Each council chairshall have the right to attend Board meetings, without vote. The following are designated Standing Councils:
A. Council on Governmental Affairs The Council on Governmental Affairs (“CGA”) shall consist of not fewer than five (5) voting members appointed by the Board. Upon recommendation of the CGA, the Board may appoint additional, non-voting members. The Dean of the Michigan State University College of Osteopathic Medicine shall serve in an ex officio capacity on the CGA. The CGA shall advise the Board on legislative and governmental policy and shall have such other duties as may be prescribed by the Board. B. Council of Past Presidents The Council of Past Presidents shall consist of all past presidents of the Association. The Council shall advise and support the President and the Board of Trustees and shall have such other duties as are prescribed by the Board. C. Council of Component Society Presidents The Council of Component Society Presidents shall consist of all the then sitting Component Society Presidents. If a Component Society has not elected or appointed a President, the Board of Trustees may appoint an individual from such Component Society to function as President of such Component Society and represent such Component Society on the Council. The Council shall serve as a liaison between the Board of Trustees and the membership and shall have such other duties as are prescribed by the Board. D. Council of Interns and Residents (PGY Trainees) The Council of Interns and Residents (PGY Trainees) shall consist of Michigan Osteopathic Association Intern and Resident (PGY Trainees) members in good standing and shall be governed by policies established and approved by the Board of Trustees; and shall advise and support the President and the Board of Trustees in addition to duties outlined in Article V Section 3. Section 5. Executive Committee The Executive Committee of the Board shall consist of the President, President Elect, Secretary-Treasurer and the Past Presidents then serving on the Board of Trustees. The Executive Committee, during intervals between meetings of the Board of Trustees and subject to such limitations as may be required by law or imposed by resolution of the Board, shall have and may exercise all powers and authority of the Board of Trustees in the conduct of the business and affairs of the Association. The President may fill, with concurrence of the Board, any vacancy on the Executive Committee by appointment of another current or past member of the Board. Section 6. Term, Resignation, and Removal The terms of the Intern/Resident Trustee and the Student Trustee, shall be governed by Article VI, Section 1, Subsections A and B respectively. Two of the At-Large Trustees shall serve for a one (1) year term. All other Trustees shall serve for a two (2) year term. A Trustee may resign by written notice to the Association. The resignation will be effective upon its acceptance by the Speaker or at a subsequent time as set forth in the notice of resignation. A Trustee may be removed, either with or without cause, by the affirmative vote of a majority of all Members of the House of Delegates entitled to vote. Trustees shall be subject to a term limitation of eight (8) consecutive years of service as a Trustee. Notwithstanding the foregoing, any Trustee who has served as President-elect at any time during such term limitation shall serve as Trustee for additional consecutive years if necessary, to complete or continue service as President, and two years as Past President. A Trustee who has a break in service as Trustee for two years or more is then eligible to be re-elected. For purposes of the term limitations contained herein, such a Trustee will be considered to begin service as of the date he/she is in office following re-election. Section 7. Vacancies A vacancy created by the death, resignation or removal of a Trustee shall be filled by an acting trustee appointed by the Board. The acting trustee shall hold office until a successor is elected and installed at the next annual meeting. No officer or trustee shall hold more than one office at one time. Section 8. General Powers as to Negotiable Paper The Board of Trustees may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign or endorse the same on behalf of the Association. Section 9. Powers as to Other Documents All material contracts, conveyances and other instruments may be executed on behalf of the Association by the President, President-elect, the Executive Director, or their designees. Section 10. Regular Meetings Regular meetings of the Board of Trustees may be held without notice if the time and place of the meeting has been determined by resolution of the Board. Section 11. Special Meetings Special meetings of the Trustees may be called by the President and will be called by the President or Secretary-Treasurer at the direction of not less than two Trustees or as may otherwise be provided by statute. Special meetings will be held at the principal office of the Association unless otherwise directed by the President or Secretary-Treasurer and stated in the notice of meeting. Any request for a meeting by Trustees must state the purpose or purposes of the proposed meeting. Section 12. Notice of Meeting Except as otherwise provided by these Bylaws or by statute, notice containing the time and place of all meetings of the Board of Trustees will be given to each Trustee not less than seven days before a regular meeting and not less than two days before a special meeting. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting. Attendance of a Trustee at a meeting constitutes a waiver of notice of the meeting, except where the Trustee attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 13. Quorum and Voting A majority of all the Trustees will constitute a quorum at any meeting. The vote of a majority of the Trustees present at a meeting at which a quorum is present constitutes the action of the Board of Trustees, unless the vote of a larger number is required by law or by other sections of these Bylaws or the Articles of Incorporation. Section 14. Action by Unanimous Written Consent Any action required or permitted to be taken at an annual or special meeting of Trustees may be taken without a meeting, without prior notice and without a vote, if all of the Trustees consent in writing to the action so taken. Written consents will be filed with the minutes of the proceedings of the Board of Trustees. Section 15. Telephonic Conferences Upon the approval of the President, a Trustee may participate in a meeting of Trustees by conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
ARTICLE VII Section 1. The officers shall consist of the following: A. Speaker The Speaker of the House of Delegates shall be the presiding officer of the House of Delegates. The Speaker shall appoint a parliamentarian and the members of each standing committee, provided that the President-elect shall be a member of the Nominating Committee. In addition, the Speaker may appoint one or more reference committees and the members thereof. The Speaker of the House shall have such other duties and privileges as may be assigned to him by the House of Delegates, but such privileges and duties shall not conflict with those assigned to other officers of the Association by the Constitution and Bylaws. The Speaker shall be elected at the annual meeting and shall serve for a period of one (1) year, or until a successor is duly elected and installed in office. B. Vice-Speaker The Vice-Speaker of the House of Delegates shall have such duties as delegated to him by the Speaker and the House of Delegates and shall perform the duties of the Speaker in the absence or disability of the Speaker, but such privileges and duties shall not conflict with those assigned to other officers of the Association by the Constitution and Bylaws. The Vice-Speaker shall be elected at the annual meeting and shall serve for a period of one (1) year, or until a successor is duly elected and installed in office. C. President The President shall preside at all meetings of the Executive Committee and the Board of Trustees and shall perform all duties usually pertaining to such office. The President may with the approval of the Board, appoint one or more ad hoc committees with a term of not more than one year to assist the President in carrying out his or her duties. The President, with the assistance of the Board, shall strive to obtain broad representation of the Association Active Members on departments or committees of the Board. The President shall serve for a period of one (1) year, or until a successor is duly installed in office. D. President-elect The President-elect shall serve as the chairman of the Department of Business Affairsand shall automatically succeed to the Presidency at the next annual meeting. In the absence, death, resignation, disability or at any time at the request of the President, the President-elect shall perform the duties of the President. The President-elect shall be elected at the annual meeting and shall serve for a period of one (1) year, or until a successor is duly elected and installed in office. E. Secretary-Treasurer The Secretary-Treasurer shall be appointed by the President from the Board of Trustees. The Secretary-Treasurer will be responsible for recording the minutes of all proceedings of the Board, will give or cause to be given notice of all meetings of the Board for which notice may be required, will oversee the financial activities of the Association and will perform all duties incident to the office of Secretary-Treasurer. The Secretary-Treasurer shall serve for a period of one (1) year, or until a successor is duly appointed by the president. F. Executive Director The Board shall appoint and determine the remuneration of an Executive Director. He or she shall be charged with carrying out the directives of the Board and the President, with the overall administration of the Association’s business and affairs, and with such other duties as the Board shall prescribe. The Executive Director need not be a doctor of osteopathic medicine or a Trustee and will not have a vote on the Board of Trustees in his capacity as Executive Director. Section 2. Resignation and Removal of Officers An officer may resign by written notice to the association. The resignation will be effective upon its acceptance by the Speaker or at a subsequent time as set forth in the notice of resignation. In case an officer fails to perform the duties required of the office, the Board may declare the office vacant. Notwithstanding the foregoing, the President and/or President-elect may be removed from office, with or without cause, by an affirmative vote of a majority of those present at a meeting of the House of Delegates at which a quorum is established. Section 3. Vacancies
A vacancy created by the death, resignation, or removal of an elected officer shall be filled by an acting officer appointed by the Board. The acting officer shall hold office until a successor is elected and installed at the next annual meeting. No officer shall hold more than one office at one time.
ARTICLE VIII Section 1. Financial Obligations Membership dues and special assessments of membership shall be determined by the House of Delegates, upon recommendation of the Board of Trustees, except as otherwise provided in these Bylaws. ARTICLE IX Section 1. Indemnification The Association will, to the fullest extent now or hereafter permitted by law, indemnify any Trustee or officer of the Corporation (and, to the extent provided in a resolution of the Board of Trustees or by contract, may indemnify any volunteer, employee or agent of the Association) who was or is a party to or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by reason of the fact that the person is or was a Trustee, officer, volunteer, employee or agent of the Association, or is or was serving at the request of the Association as a director, trustee, officer, partner, volunteer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including attorneys' fees (which expenses may be paid by the Association in advance of a final disposition of the action, suit or proceeding as provided by law), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association or its Members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. Section 2. Rights to Continue This indemnification will continue as to a person who has ceased to be a Trustee or officer of the Association. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of the Association to the extent provided in a resolution of the Board of Trustees or in any contract between the Association and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Trustee, officer, volunteer, employee or agent of the Association will inure to the benefit of the heirs and personal representatives of that person. ARTICLE X Throughout these Bylaws, references to gender includes all persons. ARTICLE XI These Bylaws may be amended or repealed in full or in part in the following manner: Any ratified member in good standing may submit proposed changes. Any such proposed changes must be submitted to the Bylaws Committee not less than three (3) months prior to any regular meeting of the House of Delegates. The Bylaws Committee may revise proposed amendments, if necessary, to provide uniformity and conformity to the Constitution and Bylaws of the Association. Any such revisions shall be referred to the House of Delegates through the Secretary-Treasurer for final action at the time of the meeting of the House of Delegates. The Bylaws Committee shall send to the member proposing the change and deposit with the Secretary-Treasurer a copy and notice of the proposed amendments, as they may be amended by the Bylaws Committee, at least two (2) months before the annual session or the special session at which said amendments are to be voted upon. The member proposing the change shall then have ten (10) days to withdraw the proposed amendment by written notification to the Board of Trustees. Absent such written notification, it shall then be the duty of the Secretary-Treasurer to see that said proposed amendments are published at least one (1) month before the annual or special session. The Board of Trustees may further revise the proposed amendments if necessary, to secure further uniformity to the Articles of Incorporation. Any such further proposed changes shall likewise be referred to the House of Delegates through the Secretary-Treasurer for final action on the day of annual election of officers. Any proposed amendment may be adopted by a two-thirds vote of the accredited delegates present and voting at the session. In the event immediate action is deemed necessary for the good of osteopathic medicine and surgery and the membership of this Association, these Bylaws may be temporarily suspended by the House of Delegates, and an amendment may be voted upon the day it is proposed if unanimous vote of all delegates present and voting in the House at regular or special meeting sustains such action; but in such case any delegate may move to reconsider at the next regular session of the House at which time a vote may be again taken which shall be final. ARTICLE XII In the event of dissolution of the Association, all its remaining assets shall be distributed to the American Osteopathic Association (the “AOA”), a nonprofit organization of osteopathic physicians of which the Association is a Divisional Society. In the event that the AOA is not then in existence or it is otherwise impossible to distribute the assets to the AOA, then all of the remaining assets of the Association shall be distributed to an organization qualified as tax exempt under Section 501(c)3 or Section 501(c)6 of the Internal Revenue Code of 1986, as amended, which organization, in the judgment of the Board of Trustees of the Association serving at the time of the dissolution, is suited to carry on the purpose of the advancement of the science of osteopathic medicine. ARTICLE XIII The fiscal year of the Association shall be as established by the Board of Trustees. |