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BYLAWS
SOCIETY ORTHOPAEDIC MILITARY SURGEONS
Revised 12-18-2009
(Articles VII-XII)
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. 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. Chair, Publications Committee
c. 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, Publications 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, Publications Committee
c. Member, Communications Committee
d. 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, Publications Committee
b. 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, eg), 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, Publications 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 12: 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 liason between the BOD and the Executive Director.
A. Member, Executive Board
B. Member, Finance Committee
C. Member, Bylaws Committee
D. Member, Awards Committee
SECTION 13: ALLIED REPRESENTATIVE: The allied representative shall represent the interests of foreign allied military orthopedic surgeons, and serve as a liason between such organizations and the board of directors.
Additional Duties:
A: Member, membership committee
SECTION 14: 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. 2. 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. Managing Director
The awards committee shall be responsible for determining criteria and management of nominees for the following awards:Michael Mazurek 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: PUBLICATIONS COMMITTEE:
The publications committee will consist of:
1. The BOS COMMUNICATIONS REPRESENTATIVE (Chairman)
2. RESIDENT REPRESENTATIVES (Three)
3. At-Large SOMOS members appointed by the chair
4. BOS Education Rep
5. BOS Research Rep
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. The Publications Committee will meet at least once annually at the Annual Meeting and at additional times as determined by the Chairman.
SECTION 10: 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 11: 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
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. This committee will meet at least once annually at the Annual Meeting and at additional times as determined by the Chair.
SECTION 12: 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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