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BYLAWS ARTICLE I
NAME
The name of this association shall be THE SOCIETY OF MILITARY ORTHOPAEDIC SURGEONS (hereinafter referred to as SOMOS)
ARTICLE II
LEGAL STATUS
SOMOS is a non-profit corporation established under the laws of the District of Columbia and determined by the IRS to be a 501 (C)3 charitable organization. SOMOS shall not enter into any agreement, nor shall its directors or officers adopt any resolution or Bylaws, take any action or carry on any activity by or on behalf of SOMOS not permitted to be entered into, taken, or carried on by (a) an organization exempt from federal income taxation as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and (b) an organization contributions to which are deductible for federal income tax purposes under Sections 170(b) (1) (a) and 170(c)(2) of the Internal Revenue Code, and (c) a charitable organization within the meaning of Section 11.18 of the District of Columbia Tax Code.
ARTICLE III
PURPOSE
The purpose of SOMOS shall be to:
A. Serve as a specialty society providing a forum for the interchange of medical knowledge as it relates to the practice of orthopaedic surgery in the military.
B. Serve as the specialty society leading the development of education, research and patient care in wartime, disaster, and austere environment orthopaedics.
C. Provide a forum for exchange of information as it relates to optimization of wartime and peacetime care of military personnel.
D. Provide a forum for Military Tri-Service (Army, Navy, Air Force) implementation of standardized technologies for care of military personnel
E. Foster and support the education of orthopaedic military surgeons.
ARTICLE IV
MEMBERSHIP
SECTION 1. Membership is a privilege which is accorded to persons who meet the qualifications hereinafter mentioned.
SECTION 2. CLASSES OF MEMBERSHIP. There shall be 9 classifications of membership, all of whom must be of good professional, moral and ethical standing in the community: 1) ACTIVE; 2) ASSOCIATE; 3) AFFILIATED; 4) ALLIED; 5) RESIDENT; 6) HONORARY; 7) EMERITUS; 8) INACTIVE; and , 9) FRIENDS OF SOMOS.
Section 3A. ACTIVE MEMBERS. Active members shall be active duty, reserve, retired, or honorably discharged orthopaedic surgeons or resident orthopaedic surgeons or resident orthopaedic surgeons in the Armed Forces of the United States of America. They may hold office, and have voting rights, and pay annual dues to remain in good standing in SOMOS. ACTIVE members also include fellows in fellowship training programs.
Section 3B. ASSOCIATE MEMBERS. Associate members are members of SOMOS who are non-military orthopaedic surgeons, either active in practice, or retired who reside in the United States. They enjoy all of the privileges of an ACTIVE member, except that they do not have voting rights. ASSOCIATE members pay dues to remain in good standing in SOMOS.
Section 3C. AFFILIATE MEMBERS. Affiliate members are members of SOMOS who are military or non-military physicians (active practice or retired), military or non-military health care providers, to include, but not limited to, physical therapists (PT), athletic trainers (ATC), physician assistants (PA), and nurse practitioners (NP). AFFILIATE members pay dues to remain in good standing in SOMOS, but do not have voting rights.
Section 3D. ALLIED MEMBERS. Upon invitation or application, and with approval of the Board of Directors acting as the Membership Committee, Orthopaedic Surgeons who are members of foreign military services may be accepted as Allied Members of the Society.
Section 3E RESIDENT MEMBERS. RESIDENT members of SOMOS are those physicians who are in active orthopaedic surgery residency training program who satisfy the following criteria:
Section 3F. HONORARY MEMBERS.
By action of the Board of Directors of SOMOS, SOMOS may nominate for Honorary Membership:
Section 3G. EMERITUS MEMBERS.
Upon request of the member, Emeritus Membership may be conferred by the Board of Directors upon an Active Member who has reached the age of 65.
Section 3H. INACTIVE MEMBERS.
Upon recommendation of the Membership Committee and approval of the Board of Directors, a member may be transferred to Inactive status provided:
Section 3I. FRIENDS OF SOMOS
Members of the community who have shown a particular interest and support of SOMOS may be recognized as a “Friend of SOMOS”. Such members will receive this designation after nomination to the BOD by a member, and by vote of the BOD.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1: Composition
The SOMOS BOARD OF DIRECTORS (BOD) shall consist of the following positions: .
1. President -Provencher
2. 1st Vice President / Nominating Committee Chair -- Gerlinger
3. 2nd Vice President / Membership Committee Chair - Sullivan
4. Immediate Past President- Tokish
5. Treasurer / Finance Committee Chair -VACANT
6. Secretary / Bylaws Committee Chair - Hofmeister
7. Managing Director -Parsons
8. Consultant to the Army Surgeon General - Ficke
9. Navy Specialty Leader - Unger
10. Consultant to the Air Force Surgeon General - Kadrmas
11. AAOS Board of Counselor Representative (Army) - Arrington
12. AAOS Board of Counselor Representative (Navy)- Covey
13. AAOS Board of Counselor Representative (Air Force)- Kam
14. Army Reserve Representative -Brucker
15. Navy Reserve Representative-Solomon
16. Air Force Reserve Representative - Yaszemski
17. Retired Representative - Berrey
18. Historian- Diodene
19. AAOS Board of Specialty Societies Representative- Communications: Rue
20. AAOS Board of Specialty Societies Representative- Education- VACANT
21. AAOS Board of Specialty Societies Representative- Research- Hsu
22. AAOS Board of Specialty Societies Representative- Health Policy- Keeney
23. Annual Meeting Committee Chair- Dewing/ Kroonen
24. Research Committee Chair- Hsu
25. Trauma Committee Chair- Blease (Kirby)
26. Communication / Publications Committee Chair - Rue
27. Army Resident Representative- Stinner
28. Navy Resident Representative- Roth
29. Air Force Resident Representative-Lybeck
30. Allied Force Representative- Sharwood
31. Philanthropy Representative- Henrickus
SECTION 2: Duties
The Board of Directors shall be the administrative authority of SOMOS and shall consider all of its activities, including financial, and determine its policies.
The property and affairs of SOMOS shall be managed and controlled by the Board of Directors.
The Board of Directors, by a majority vote, shall be empowered to accept, deny, or defer an applicant for membership as recommended by the Membership Committee.
The Board of Directors is empowered to determine all matters of a disciplinary nature and is required to respond to complaints or requests for disciplinary action and likewise to implement the appeal mechanism for a denied applicant or any member against whom disciplinary action has been instituted by SOMOS.
The Board of Directors shall be authorized to employ an administrative company for SOMOS and to continually monitor the performance of the administrative company and determine from time to time the appropriateness of the contractual arrangement.
SECTION 3: Meetings
The Board of Directors shall have the authority to conduct such business of SOMOS as is necessary under the chairmanship of the President between Annual Meetings. In addition to the Annual Meeting, there shall be such meetings as the President may, at his/her discretion, deem necessary; but in no case less than one (1) per year in addition to that of the Annual Meeting.
Additional Board meetings may be called upon the written request of at least five (5) Board members. The notice of any special meeting of the Board of Directors shall be given reasonable advance notice prior thereto by written notice delivered personally or sent by certified mail/return receipt requested or any documentable electronic communication method to each Director at his/her address as shown on the records of SOMOS.
SECTION 4: Quorum
A simple majority of the Board of Directors is necessary to constitute a quorum for opening a meeting of the Board of Directors and the transaction of business.
SECTION 5: Informal Actions of Directors
The Board of Directors is empowered to meet and transact the business of SOMOS, when necessary, by telephone conference call, or by signed letters, which letters may be signed in counterparts, or by electronic methods. If such action is entered into by the Board of Directors, this action shall be ratified at the next formal meeting of the Board of Directors.
SECTION 6: Indemnification
SOMOS shall indemnify any and all of its directors or officers, former directors or officers, employees, agents, or any person who may have served at its request or by its election as a director or officer of SOMOS or his/her heirs, executors, and administrators against expenses (including attorneys, fees, judgments, fines, and amounts paid in settlement) actually and necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceedings in which they, or any of them, are made a party or parties by reason of being or having been directors or a director, officer, employee, or agent of SOMOS, except in relation to matters as to which any such director, officer, or person shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person or persons engaged in willful misconduct or in conduct in any way opposed to the best interests of SOMOS.
The provisions of this Section are severable; and, therefore, if any of its provisions shall contravene or be invalidated under the laws of a particular state, county, or jurisdiction, such contravention or invalidity shall not invalidate the entire Section; but it shall be construed as if not containing the particular provision or provisions held to be invalid in the particular state, county, or jurisdiction, and the remaining provisions shall be construed and enforced accordingly. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, employee, or agent may be entitled.
SECTION 7: Compensation
Directors shall not receive compensation for their service; but by action of the Board of Directors, expenses of attendance may be allowed for attendance at each regular or special meeting of the Board.
SECTION 8: Voting by the Board of Directors
Voting as done by the Board of Directors, whether in regular or special meeting or when electronic methods may be required, will be done by simple majority. A vote by simple majority which is fifty (50) percent plus one (1) of those voting shall be considered valid.
SECTION 9: Nomination for Board of Director Positions
The Nominating Committee may make nominations for the open positions for the Board of Directors.
ARTICLE VI
OFFICERS
SECTION 1: SOMOS Officer Composition
The Officers of SOMOS shall be:
1. President
2. 1st Vice President
3. 2nd Vice President
4. Immediate Past President
5. Secretary
6. Treasurer
The Executive Board of SOMOS will be composed of: The SOMOS Officers and the MANAGING DIRECTOR.
The purpose of the Executive Board of SOMOS will be to conduct the day-to-day business of the board, as well as address issues that arise between full BOD meetings. This executive board shall be empowered to conduct business of the board with the provisional approval of the board, without significant financial or institutional commitment. Meetings of the executive board can be requested by the president, and must involve participation of at least 3 members. Any action taken by the executive board must be recorded and reported to the full BOD at the next meeting, for approval by normal BOD voting processes. The executive board may not commit SOMOS either financially nor institutionally without briefing and obtaining approval through normal processes from the full BOD.
SECTION 2: Election of Officers
All officers shall be elected by the Board of Directors at the Annual Meeting of SOMOS. The board of directors will accept nominations for these positions from the floor at the annual meeting.
Each officer shall serve his/her term commencing the January 1 following the election. Vacancies may be filled by nomination of the Board of Directors at any meeting.
SECTION 2: PRESIDENT: The President shall be the chief executive officer and spokesman for SOMOS. The President shall preside at the Annual Meeting of SOMOS and at all meetings of the Board of Directors, and shall be responsible for the active executive management of SOMOS under the direction of the Board of Directors. Additional Duties:
A. Member, Annual Meeting Committee
B. Chair, SOMOS Board of Specialty Societies (BOS) Committee
C. Chair, Executive Board
D. Member, Awards Committee
E. Member, Bylaws Committee
F. Member, Finance Committee
SECTION 3: FIRST VICE PRESIDENT: The 1st Vice President shall assist the President in the overall administration and business affairs of SOMOS, and shall perform such other duties as may be assigned to him by the President, including action as chief executive officer if the President is not available. The 1st Vice President shall choose the site of the Annual meeting and Yearly conference for the following year and work with the SOMOS to assure a successful meeting and conference. In the absence of the President, or in the event of the President’s death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Additional Duties:
A. Member, Annual Meeting Committee
B. Chair, Nominating Committee
C. Member, Executive Board
D. Chair, Awards Committee
E. Member, Bylaws Committee
F. Member, Finance Committee
SECTION 4: SECOND VICE PRESIDENT: The 2nd Vice President shall assist the 1st Vice President and President in the overall administration and business affairs of the SOMOS, and shall perform such other duties as may be assigned to him by the President, including action as chief executive officer if the President and 1st Vice President are not available. The 2nd Vice President shall choose the site of the Annual meeting and Yearly conference for two years from the present date and work with the SOMOS to assure a successful meeting and conference. The 2nd Vice President shall obtain a written report from each Board Member for the Annual Board Meeting. Additional Duties:
A. Chair, Membership Committee
B. Member, Annual Meeting Committee
C. Member, Nominating Committee
D. Member, Executive Board
E. Member, Awards Committee
F. Member, Bylaws Committee
G. Member, Finance Committee
SECTION 5: IMMEDIATE PAST PRESIDENT: The Immediate Past President shall serve as the Chairman of the Nominating Committee and The Immediate Past President will serve as an advisor to the President of SOMOS. The term of office of Immediate Past President will be one year. Additional duties:
A. Member, Nominating Committee
B. Member, Executive Board
C. Member, Bylaws Committee
D. Member, Finance Committee
SECTION 6: SECRETARY: The Secretary shall attend and keep the minutes of all the meetings of the Board of Directors, and attend to the giving and serving of all notices of SOMOS. The Secretary shall also keep a record of the names and addresses of the directors of SOMOS, and shall in general perform all of the duties incident to the office of Secretary, and shall have such other powers and perform such other duties as the Board of Directors may from time to time determine. Among the responsibilities shall be the forwarding of said minutes to directors. Additional Duties:
A. Member, Executive Board
B. Chair, Bylaws Committee
C. Member, Communications Committee
D. Member, Finance Committee
SECTION 7: TREASURER: The Treasurer shall be responsible to assure that SOMOS manages SOMOS funds as directed by the Board of Directors; providing periodic financial statements to the Board of Directors, and provide other reports and accounts of the financial condition of SOMOS as may from time to time be requested by the Board of Directors; and perform such other powers and perform such other duties as the Board of Directors may from time to time determine.
A. Chair, Finance Committee
B. Member, Executive Board
C. Member, Bylaws Committee
SECTION 8: Terms of Office
The term of office of the President, First Vice President, Second Vice President, and Immediate Past President shall be one (1) year; and they shall not succeed themselves in these offices.
The Treasurer shall hold office for a term of three (3) years. He/she may succeed himself/herself in office for one (1) further term of three (3) years, if re-elected. After serving this second term of three (3) years, he/she is ineligible for re-election.
The Secretary shall hold office for a period of one (1) year. He/she may succeed himself/herself twice, if re-elected, for a total of three (3) one-year terms.
ARTICLE VII
NON-OFFICERS
The non-officer positions of SOMOS shall be all other members of the Board of Directors that are not officers. Unless otherwise specified, all appointments are for 3 years, with renewal for an additional 3 years by BOD approval.
SECTION 1: ELECTION OF NON-OFFICERS
All non-officer positions shall be elected by the Board of Directors at the Annual Meeting of SOMOS. Nominations for all vacant non-officer positions will be accepted from the floor of the annual meeting.
SECTION 2: CONSULTANTS/ SPECIALTY LEADER: The primary role for the Consultants/ Specialty Leader are as liaisons between SOMOS and their branch command structure (Air Force, Army, Navy). The term of office shall be for the duration of their assignment as the Consultant/Specialty Leader for their service. In addition, these 3 consultants will serve on the Membership committee and Military Advisory committee. Additional Duties:
A. Member, Membership Committee
B. Member, Nominating Committee
C. Member, Awards Committee
SECTION 3: AAOS BOARD OF COUNCILORS (BOC) REPRESENTATIVE: The primary role of the BOC representative will be to serve as a liaison between SOMOS and the AAOS Board of Councilors. He/she will advise the SOMOS BOD on business of the AAOS BOC as it relates to SOMOS, and assist the president. There will be a total of three representatives, one from each service (Army, Navy Air Force). Additional Duties:
A. Member, Membership Committee
B. Member, Bylaws Committee
SECTION 4: RESERVE REPRESENTATIVES: Each branch of service may have a Reserve Representative, who is a member that will represent the interests of reservists within their respective branch, and serve as a liaison between reserve orthopedic surgeons and SOMOS. Additional Duties:
A. Member, Membership Committee
SECTION 5: RETIRED REPRESENTATIVE: The Retired representative will be a SOMOS member who will serve as a liaison between retired members and SOMOS, and to represent the interests of retirees within SOMOS. The Retired Representative will also serve on the membership committee.
A. Member, Membership Committee
SECTION 6: HISTORIAN: The Historian will serve as a source of historical knowledge and tradition ensuring that SOMOS maintains ties to the organization’s past traditions and rich legacy.
SECTION 7: BOARD OF SPECIALTY (BOS) REPRESENTATIVES: Each of 4 representatives (Communication, Trauma, Research, and Health Policy) will serve as liaisons between the AAOS Board of Specialties and SOMOS. Each representative will be responsible for the interests of their counterparts within the AAOS BOS.
A. Communications Committee Representative: Will serve as liaison between BOS communication subcommittee and SOMOS. In addition, the Communications Committee chair will be responsible for maintaining the SOMOS website, and the publication of the SOMOS newsletter. Additional duties:
a. Chair, Communications Committee
b. Member, BOS Committee
B. Education Committee Representative: Will serve to ensure the highest quality educational opportunities exist for members, as well as to represent the interests of SOMOS within the greater orthopedic educational community. Additional duties:
a. Member, Military Trauma Committee
b. Member, Communications Committee
c. Member, Research Collaborative Committee
d. Member, BOS Committee
C. Research Committee Representative: Will serve as liaison between the AAOS Board of specialties and SOMOS on matters related to collaborative research between SOMOS and the AAOS. Additional duties:
a. Chair, SOMOS Research Committee
b. Member, Communications Committee
c. Member, BOS Committee
D. Health Policy Representative: Will serve as liaison between AAOS Board of Specialties and SOMOS on matters related to health policy and governmental relations. Will represent the legal and organizational interests of SOMOS within the AAOS as a whole. Additional duties:
a. Member, BOS Committee
SECTION 8: SOMOS RESEARCH CHAIR: The Research Board of Specialties Representative (BOS) is the Chair of the Research Committee. The Research Committee chair will lead the committee responsible for organizing and overseeing the collaborative and integrative research efforts of the SOMOS community. Additional duties:
a. Member, Communications Committee
SECTION 9: PUBLICATIONS COMMITTEE CHAIR: The Communications Board of Specialties Representative (BOS) is the Chair of the Publications Committee. The Publications committee chair will lead the committee responsible for organizing and maintaining scientific and subspecialty specific publication projects that pertain to SOMOS as a whole. This includes, but is not limited to, special issues of orthopedic journals (JSOA, etc), textbooks, and multimedia projects.
SECTION 10: ANNUAL MEETING COMMITTEE CHAIR: The annual meeting committee chair lead the committee responsible for the logistical coordination of the SOMOS annual meeting. This chair will work directly with the PRESIDENT to ensure all scientific, social, and educational aspects of the meeting are a success. This position is nominated by the coinciding service-specific president and voted by the BOD. This position is held for 1 year (the year of the coinciding service-specific president).
SECTION 11: MEMBERSHIP COMMITTEE CHAIR: The 2nd Vice President will assume the role of the Membership Committee Chair. The membership committee chair will lead the committee responsible for identifying, recruiting, and enrolling new members into SOMOS, as well as ensuring maximal renewal of membership by existing members.
SECTION 12: RESIDENT REPRESENTATIVES: Each branch of service (Air Force, Army, Navy) will be represented on the BOD by an Orthopedic surgery resident. The responsibilities of these representatives will be to serve as liaisons between residents with military obligations, and SOMOS, as well as to represent the interests of Orthopedic residents to the SOMOS BOD. The resident representative is elected during the R3 year and serves until graduation from residency, with a maximum term of 3 years. Additional Duties:
A. Member, Membership Committee
B. Member, Communiaitonss Committee
C. Member, SOMOS Research Committee
D. Member, Bylaws Committee (1 resident)
E. Member, Annual Meeting Committee (1 resident, service-specific)
F. Member, Finance Committee (1 resident)
SECTION 13: Philanthropy REPRESENTATIVE: The primary role of the Philanthropy representative will be to concentrate on charitable funding and industry funding for the SOMOS organization and develop new strategies to help ensure the organization is fiscally strong. This non-active duty representative will advise the SOMOS BOD and the Finance Committee on these matters as it relates to SOMOS.”
SECTION 14: MANAGING DIRECTOR: The executive director will serve as a Senior Leadership advisor to the PRESIDENT and the BOD. The role of the managing director is to provide continuity as a liaison between the BOD and the Executive Director.
A. Member, Executive Board
B. Member, Finance Committee
C. Member, Bylaws Committee
D. Member, Awards Committee
SECTION 15: ALLIED REPRESENTATIVE: The allied representative shall represent the interests of foreign allied military orthopedic surgeons, and serve as a liaison between such organizations and the board of directors.
Additional Duties:
A: Member, membership committee
SECTION 16: REMOVAL OR DELEGATION: Any officer shall be subject to removal for cause by the Board of Directors at any regular or special meeting. In case of the absence of the President and Vice President, the Board of Directors may, without removal, delegate the powers and duties of such officer or agent to any other officer or agent selected by the Board of Directors for such period as the Board of Directors may deem proper, subject however to any limitations herein contained and only to the extent permitted by law.
ARTICLE VIII
COMMITTEES
SECTION 1: MEMBERSHIP COMMITTEE
The Membership Committee shall consist:
1. The 2nd VICE-PRESIDENT (Chairman)
2. BOARD OF COUNCILORS (BOC) REPRESENTATIVE
3. CONSULTANTS/ SPECIALTY LEADERS (three total)
4. RESERVE REPRESENTATIVES
5. RESIDENT REPRESENTATIVES.
6. RETIRED REPRESENTATIVE
7. ALLIED REPRESENTATIVE
The committee chair shall be the 2ND VICE PRESIDENT. The Membership Committee responsibilities are detailed in the Operations Manual for all matters regarding membership. In brief this committee will be responsible for identifying, recruiting, and enrolling new members into SOMOS, as well as ensuring maximal renewal of membership by existing members. The Membership Committee will meet at least once annually at the Annual Meeting, and additionally as directed by the Committee Chair.
SECTION 2: ANNUAL MEETING COMMITTEE
The Annual Program Committee shall consist of:
1. SCIENTIFIC DIRECTOR OF UPCOMING MEETING (Chairman)
2. The PRESIDENT
3. The 1st VICE PRESIDENT,
4. The 2ND VICE PRESIDENT
5. SCIENTIFIC DIRECTOR FROM PREVIOUS MEETING YEAR
6. PRESIDENTS SERVICE RESIDENT REPRESENTATIVE
This committee will be chaired by the scientific director for the upcoming meeting, who will become chair of this ANNUAL MEETING COMMITTEE upon 1 January following the recently completed meeting. This committee is responsible for the logistical coordination of the SOMOS annual meeting. This chair will work directly with the PRESIDENT to ensure all scientific, social, and educational aspects of the meeting are a success. The Chairman of the Annual Meeting Committee will serve as the Scientific Director for the meeting and will coordinate with the Annual Meeting Committee the meeting format, abstract submissions and grading, and development of educational events at the Annual Meeting. The Chairman of the Annual Meeting Committee will appoint specialty moderators in each orthopaedic subspecialty to serve on the Annual Meeting Committee to facilitate guest lecturer selection and abstract grading as well as develop educational events at the meeting. In addition, the Chair may appoint additional members as necessary in order to facilitate abstract submission, grading, and coordination of the academic portion of the annual meeting. This committee will meet at a minimum of once annually at the Annual Meeting and additional times as directed by the Committee Chair.
SECTION 3: MILITARY TRAUMA COMMITTEE
The Military Trauma Committee shall consist of:
1. At Large Member – CESC Director, Chair
2. The 1st VICE PRESIDENT
3. BOS EDUCATION REPRESENTATIVE
4. At-Large Member of SOMOS with Orthopaedic Traumatology expertise - TBD
5. At-Large Member of SOMOS with Orthopaedic Traumatology expertise - TBD
At-Large members will be appointed by the BOD, and one selected as the Chairman of the Committee. The Chair will serve a two-year term (?), and is renewable for one cycle. The committee will be responsible for representing the interests of SOMOS within the greater orthopedic trauma community, and to ensure that SOMOS and its members remain on the cutting edge of technology, care, and delivery systems as it relates to the trauma patient. This committee will also be responsible for the logistical coordination of the Combat Extremity Course. The committee will meet once annually at the Annual Meeting and at additional times as determined by the Committee Chair.
SECTION 4: BOARD OF SPECIALTIES COMMITTEE
The Board of Specialties Committee shall consist of:
1. The PRESIDENT (Chairman)
2. The BOS REPRESENTATIVE – EDUCATION
3. The BOS REPRESENTATIVE – RESEARCH
4. The BOS REPRESENTATIVE – HEALTH POLICY
5. The BOS REPRESENTATIVE – COMMUNICATIONS.
The PRESIDENT will serve as committee chair. With the exception of the Chairman, nominations for these positions will be accepted from the general membership with final approval by the SOMOS BOD and these individuals will serve as liaisons between SOMOS and BOS. Term limits will be in accordance with AAOS/BOS policy, with a minimum commitment of a three-year term. Maximum length of term may be modified by the BOD. This committee will provide a constant dialog between the AAOS Board of Specialty Societies and the SOMOS Board of Directors. Each member will have responsibilities to their specific committee of the BOS and will update the SOMOS BOD on the activities of that committee. This committee will meet once during the Annual Meeting as determined by the President, and additional times as necessary.
SECTION 5: NOMINATING COMMITTEE
The Nominating Committee shall consist of:
1. The 1st VICE PRESIDENT (Chairman)
2. IMMEDIATE PAST PRESIDENT
3. SECOND VICE PRESIDENT
4. The CONSULTANTS/ SPECIALTY LEADERS
The chair of the committee shall be the FIRST VICE PRESIDENT. The Nominating Committee shall prepare a list of candidates for those offices to be filled at the time of the Annual Meeting, in accordance with the terms of office. The list of candidates shall be presented to the Board of Directors at the Annual Meeting. The preparation of a list of candidates by the Nominating Committee is not intended to preclude nomination from the Board; Should the Board wish to add an additional candidate(s), the name(s) of such candidates shall be placed on the ballot and submitted to the Board for vote after being nominated and seconded. The Board of Directors will vote on all BOD positions. The Nominating Committee will meet as necessary during the Annual Meeting.
SECTION 6: FINANCE COMMITTEE
The Finance Committee shall consist of:
1. The Executive Board of SOMOS, with the TREASURER serving as chair.
2. RESIDENT REPRESENTATIVE (one)
In addition, one resident representative will serve a 1-year term on this committee to serve as education for the resident representative in the financial management of SOMOS. This Committee shall formulate all investment policies of SOMOS, subject to the approval of the Board of Directors. This Committee shall insure that the Treasurer implements such approved policies with regard to the management, supervision, and control of all financial affairs of SOMOS. This Committee shall meet at least once annually as well as at the request of the Chair to review the financial affairs of SOMOS, and shall submit a report to the Board of Directors.
SECTION 7: BYLAWS COMMITTEE
The Bylaws Committee shall consist of:
1. The Executive Board, with the SECRETARY serving as the chair.
2. BOARD OF COUNCILORS REPRESENTATIVE
3. RESIDENT REPRESENTATIVE (ONE)
The Bylaws Committee shall be responsible for the maintenance of the bylaws, the review all proposed amendments, and ensuring the integrity of the document. Meetings will be held when determined necessary by the Chair or the President.
SECTION 8: AWARDS COMMITTEE
The Awards Committee shall consist of:
1. Presidential line (1st Vice President Chair)
2. Consultants/ Specialty Leader
3. Retired Representative
4. Immediate Past Award Winner
5. Managing Director
The awards committee shall be responsible for determining criteria and management of nominees for the following awards: Michael Mazurek Career Development Award, John Feagin Lifetime Achievement Award, Brian Allgood Memorial Award. In addition, any new awards that are created by the BOD will be managed by this committee
SECTION 9: SOMOS RESEARCH COMMITTEE
This committee will consist of:
1. The BOS Research Representative – Chair
2. Resident Representatives (3)
3. At-Large SOMOS members appointed by the chair
This committee is responsible for organizing and overseeing the collaborative and integrative research efforts of the SOMOS community. This committee will meet at least once annually at the Annual Meeting and at additional times as determined by the Chairman.
SECTION 10: COMMUNICATIONS COMMITTEE
This committee will consist of:
1. The COMMUNICATIONS BOS REPRESENTATIVE (Chairman)
2. The SECRETARY
3. At-Large SOMOS members appointed by the chair
4. BOS Research Representative
5. BOS Education Representative
This committee is responsible for maintaining the SOMOS website, and the publication of the SOMOS newsletter. The content and structure of the SOMOS newsletter should be monitored by the committee to ensure a fair, balanced publication with material free of commercial or industry bias. Additionally, this committee will be responsible for organizing and maintaining scientific and subspecialty specific publication projects that pertain to SOMOS as a whole. This includes, but is not limited to, special issues of orthopedic journals (JSOA, eg), textbooks, and multimedia projects. This committee will meet at least once annually at the Annual Meeting and at additional times as determined by the Chair.
SECTION 11: Removal or Inability to Perform
Any board member shall be subject to removal for cause by the Board of Directors at any regular or special meeting. In the event that a member of any SOMOS Committee shall be unable to serve, he/she shall be replaced by a new appointee selected by the President and approved by the Board.
ARTICLE IX
MEETINGS
SECTION 1: Annual Meeting. There shall be an Annual Meeting of SOMOS, on a date and at a time and place decided by the Board of Directors or the Executive Committee. At the Annual Meeting, SOMOS shall elect a Board of Directors, elect officers of the Board of Directors, approve and review the annual finances of SOMOS, and review yearly reports for the Representatives and Committee chairmen. There shall be at least one other regular meeting of the Board of Directors during the year.
SECTION 2: Special Meetings. Special Meetings of the Board of Directors may be called at any time by the President, or by the directors. A special Meeting of the Board of Directors shall be called by the President or by the Secretary upon the written request of two directors, made in writing to the Secretary. Meetings shall be held at such places as may be specified in the calls thereof. The purposes of such meetings shall be set forth in the notices thereof.
SECTION 3: Notice of Meetings. Notice of each Annual or Special Meeting, stating the time, place, and purpose or purposes thereof, shall be served personally or e-mailed to each director entitled to vote at such meeting, with enough reasonable notice to ensure reasonable participation.
SECTION 4: Quorum. At any meeting of the Board of Directors, one half of those entitled to vote at such meeting, present in person or by proxy, shall be a quorum for all purposes except as otherwise provided by law. In the absence of a quorum, the directors present in person or by proxy shall have the power to adjourn until a quorum is present.
SECTION 5:Voting. Each board member shall be entitled to one vote at all meetings of the Board of Directors, and may vote either in person or by proxy to another director serving on the Board of Directors, except as otherwise prohibited by law. All proxies shall be in writing, and filed with the Secretary of SOMOS prior to or at the meeting. Except as affected by the absence of a quorum and except as otherwise expressly provided by law or by these Bylaws, all questions shall be decided by a simple majority vote of the directors voting on the matter, present in person or by proxy.
SECTION 4:Location. Action without a Meeting. All meetings shall be held at the principal office of SOMOS or other location as the Board may direct. Telephone meetings are permitted under Section 9.11 of the District of Columbia Non-Profit Corporations Act. Article Sixteen of the Articles of Incorporation permits action to be taken by the Board of Directors or any committee without a meeting if a sufficient number of directors or committee members sign a written consent setting forth the action to be taken.
ARTICLE X
POTENTIAL CONFLICTS OF INTEREST
SECTION 1: All officers, directors, and employees who are responsible for conducting the business of the SOMOS shall avoid, or carefully manage as required below, any potential conflict of interest between their own respective individual interests and the SOMOS in any and all actions taken by them on behalf of the SOMOS in their respective capacities.
SECTION 2: Except with the approval of the Board of Directors, officers, directors and employees shall avoid any circumstance or situation that benefits or appears to benefit the Board Member whether through personal gain involving a business transaction, gift, favor, or other consideration that can or does appear to result in the personal enrichment of the director, the director's relatives, friends or business associates. Individually, any director, officer or employee of the SOMOS, or any SOMOS or entity of which any officer, director, employee may be associated with, may be a party to, or may be financially or otherwise interested in, any contract or transaction of the SOMOS, provided that the fact that he or she individually or as a shareholder or member of such entity is such a part of or so interested, shall be disclosed or shall have been known to the Board of Directors at any meeting of the Board at which action upon any such contract or transaction shall be taken.
SECTION 3: Any individual with a potential conflict of interest shall make such known. Such person shall neither vote nor use personal influence on the matter, and shall not be counted in determining the quorum for a meeting where the matter may be considered, even where permitted by law. Such person shall not engage in any decision. The minutes of the meeting shall reflect that there is such a decision, his or her abstention from voting, and that a quorum was present without counting that person.
SECTION 4: A conflict of interest statement shall be completed annually by all current officers, directors, employees, and volunteers. Such statement shall be filed with the Chief Executive Officer of the SOMOS no later than January 31st of each year and shall be on file for at least three years.
SECTION 5: If the services to be performed by a director are reasonable and necessary for carrying out SOMOS exempt purposes and the amount paid for such services is not excessive, a director (1) may receive compensation for his or her services as director, (2) may be engaged as a paid employee by the Board of Directors, or (3) may provide professional or other services to the SOMOS for remuneration; but only if such director's relationship and remuneration comply with Section 4958 of the Internal Revenue Code and the regulations promulgated there under, and the requirements of any grant which SOMOS may have received or be seeking.
SECTION 6: No contract, transaction or act between the SOMOS and, or in relation to, any other corporation, in the absence of fraud, shall be invalidated in any way otherwise affected by the fact that any one or more of the officers, directors or employees of the SOMOS are financially or otherwise interested in, or are directors or officers of such entity, if the disinterested directors approve the contract, transaction or act in good faith and with ordinary care. Such acts of the SOMOS, the Board of Directors, officers, and committees shall have the full protection of Section 2.31 of the District of Columbia Non-Profit Corporation act in relation to contracts with third parties.
SECTION 7: Any proposed transaction between the SOMOS and a director, officer or employee, his or her family or business shall be considered by the Board of Directors. If such a director has not complied with SOMOS conflict of interest policy, or a proposed transaction does not comply with Section 4958 of the Internal Revenue Code and all grant requirements, including, to the extent applicable, but not limited to, OMB Circulars A-102, A-110, A-122 and A-133 with the Provisional Compliance Supplement, the Board shall disapprove the proposed transaction. If such a director has complied with SOMOS conflict of interest policy, and a proposed transaction does comply with Section 4958 of the Internal Revenue Code, all grant requirements and OMB Circulars, the Board of Directors, in its sole discretion, may approve the proposed transaction if the transaction is in the best interest of SOMOS.
SECTION 8: All contracts, accounts, terms of reference and documents relating to the business of SOMOS, including but not limited to addresses and telephone numbers, are considered to be the confidential, proprietary information of SOMOS, and such information shall not be disclosed to any outside business or organization except by the approval of the Board of Directors.
ARTICLE XI
MISCELLANEOUS
SECTION 1: Fiscal Year: The Fiscal Year of the SOMOS shall commence the first day of January of each year and end on the 31st of December of that year.
SECTION 2: Waiver of Notice: Any notice required to be given by these Bylaws may be waived by the person entitled thereto.
SECTION 3: Seal: The corporate seal of SOMOS shall consist of a flat-faced circular die with the name of SOMOS in a circle.
SECTION 4: Authority: Roberts' Rules of Order (latest revision) shall govern the Meetings of the Board of Directors and the committees of SOMOS in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
SECTION 5: Indemnification: The SOMOS shall hold harmless each party serving as a Board of Directors or Committee Member when the SOMOS is responsible for the decision of the action claimed.
ARTICLE XII
AMENDMENTS
Changes in these Bylaws, in whole or in part, may be proposed by recommendation of the Board of Directors, The Executive Committee, or upon recommendation in writing of a majority of directors. Directors entitled to vote shall be notified personally or by mail with reasonable notice prior to any meeting at which amendments to these bylaws will be considered. The notice of the meeting shall set forth the proposed alteration, amendment or repeal. At least one half of the directors serving on the Board of Directors entitled to vote at such meeting must be present, in person or by proxy. A majority vote of the Board of Directors, whether present or by proxy, is required for any alteration, amendment or repeal of these bylaws.
These Bylaws as originally adopted and any subsequent amendments are to be submitted to SOMOS Bylaws and Policies Committee for review and comment.
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