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BYLAWS
SOCIETY ORTHOPAEDIC MILITARY SURGEONS
Revised 12-18-2009
(Articles I-VI)
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.
1. Such members may not vote.
2. Such members will pay dues.
3. When fifty such members are elected to the Society, they will be entitled to have one elected representative on the Board of Directors. The member will be in an advisory position to the Board and will have no voting rights.
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:
- Orthopaedic resident surgeons in good standing on active duty in an active duty military training program
- Orthopaedic resident surgeons who are in civilian residency training programs (both in the United States and abroad) who are affiliated with the Armed Forces (such as military funding for residency/medical school/or full time out service training).
- Active fellows in fellowship training are considered ACTIVE members and apply for ACTIVE membership.
- Residents do not pay dues, however, must provide a letter of certification from their Program Director and indicate their anticipated date of residency graduation. Upon graduation, residents will be offered a membership upgrade to ACTIVE status.
- RESIDENT members do not vote unless they are actively serving as The Board of Directors Resident Representative Position (for which they will have one vote for each BOD resident representative during BOD proceedings only).
Section 3F. HONORARY MEMBERS.
By action of the Board of Directors of SOMOS, SOMOS may nominate for Honorary Membership:
1. An orthopaedic surgeon not eligible for Active Membership.
2. A physician or scientist who has gained professional prominence by his/her contribution to the advancement of orthopaedic surgery in general or to SOMOS in particular.
3. If said nominee is approved by the Board of Directors of SOMOS, said nominee shall become an Honorary Member of SOMOS.
4. Honorary Members may attend meetings and participate in scientific programs.
5. Honorary Members do not vote, hold office nor pay dues.
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.
1. Upon request of the member, Emeritus Membership may be conferred upon a physician who has been an Active Member of SOMOS for a period of 25 years, provided he is retired from active practice.
2. Emeritus Members can vote but cannot hold office and do not pay dues.
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:
1. He/she is retired from medical practice because of disability, or for some other acceptable reason, and he/she is not eligible for Emeritus membership.
2. He/she is financially unable to pay dues because of hardship, or other reasons acceptable to the Board of Directors.
3. Each Inactive Member’s status must be reviewed yearly by the Board of Directors and those no longer eligible for Inactive Membership shall be reassigned to the appropriate category of membership.
4. Inactive Members may attend and participate in scientific meetings.
5. Inactive Members may not vote, hold office nor pay dues.
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.
1. “Friends of SOMOS” Members may attend meetings and participate in scientific programs.
2. “Friends of SOMOS” Members do not vote, hold office nor pay dues.
ARTICLE V
BOARD OF DIRECTORS
SECTION 1: Composition
The SOMOS BOARD OF DIRECTORS (BOD) shall consist of the following positions: .
1. President -Tokish
2. 1st Vice President / Nominating Committee Chair -- Provencher
3. 2nd Vice President / Membership Committee Chair - Gerlinger
4. Immediate Past President- White
5. Treasurer / Finance Committee Chair -Kam
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 - Arrington
12. Army Reserve Representative -Brucker
13. Navy Reserve Representative-Solomon
14. Air Force Reserve Representative - Yaszemski
15. Retired Representative - Berrey
16. Historian- Diodene
17. AAOS Board of Specialty Societies Representative- Communications: Rue
18. AAOS Board of Specialty Societies Representative- Education- Gerlinger
19. AAOS Board of Specialty Societies Representative- Research- Hsu
20. AAOS Board of Specialty Societies Representative- Health Policy- Keeney
21. Annual Meeting Committee Chair- Sullivan
22. Research Committee Chair- Hsu
23. Trauma Committee Chair- Blease (Kirby)
24. Communication / Publications Committee Chair - Rue
25. Army Resident Representative- Stinner
26. Navy Resident Representative- Roth
27. Air Force Resident Representative-Lybeck
28. Allied Force Representative- Sharwood
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.
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