Bylaws

Bylaws 2017-04-07T20:45:44+00:00

AMERICAN OSTEOPATHIC COLLEGES OF OPHTHALMOLOGY AND
OTOLARYNGOLOGY-HEAD AND NECK SURGERY

ARTICLE I

NAME AND PURPOSE

Section 1.
Name: The name of the corporation shall be the American Osteopathic Colleges of Ophthalmology and Otolaryngology-Head and Neck Surgery (herein referred to as “AOCOO-HNS”).

Section 2.
Purposes: The purposes for which the AOCOO-HNS is organized are:

  1. To develop, monitor, and maintain educational standards for both initial training of and continuing training in ophthalmology, otolaryngology, head and neck surgery.
  2. To involve practitioners of these specialties in academic, social, economic and political issues relative to these specialties; and
  3. To support the osteopathic profession, our specialties and the good of the public.

ARTICLE II

BOARD OF GOVERNORS

Section 1.
Responsibilities: The activities of the AOCOO-HNS shall be managed by the Board of Governors (herein referred to as the “Board”). The Board shall have the power to do and perform all acts and functions not inconsistent with these Bylaws and the Articles of Incorporation of the State of Ohio of the AOCOO-HNS. The Board shall function as an entity and has authority only when it so functions. The individual Board members shall have no authority to act on their own, only authority to vote as one of the Board members or to act for the Board as a result of Board action or delegated authority. Responsibilities of the Board shall include:

  1. Maintaining a system whereby the fiscal assets of the corporation are under constant surveillance and accountability, including a full financial statement prepared by a certified public accountant annually, and interim reports as are necessary.
  2. Establishing and maintaining an effective planning process whereby needs of the corporation may be identified and resources allocated to meet those needs, expressly granted by the Colleges.
  3. Selection of employees of the AOCOO-HNS and define duties.
  4. Review reports of the standing committees at the scheduled meetings.
  5. Responsibility for annual establishment of the fees, dues, and assessments for each class of membership.

Section 2.
Number and Qualification. The Board of Governors shall consist of at least eleven(11) Board Members. The Board of Governors shall be comprised of board members from both the American Osteopathic College of Ophthalmology and the American Osteopathic College of Otolaryngology-Head and Neck Surgery. (Rev. 6/10)

Section 3.
Election and Tenure. Members-at-Large and Secretary/Treasurer are elected by a majority vote of the general membership from the names recommended by the Nominating Committee of the Board of Governors. Mail ballots will be cast, and then reported at the Annual Business Meeting. No officer may serve in a particular office for more than one (1) year . The terms of office of the Board Members shall be one (1) year or until their successors are elected. Members-at-Large may be re-elected for a maximum of two (2) three (3) year terms. The Board shall have the power to fill the existing vacancies for the remainder of any expired term at a regular meeting of the Board. (Rev. 6/10)

Section 4.
Resignation and Removal. Any Board Member may resign at any time by giving written or oral notice to the Secretary. Any elected Board Member may be removed from the office at any time by a two-thirds (2/3) vote of a quorum of the Board.

Section 5.
Officers. The Officers shall consist of a President, President-Elect, Vice-President, Secretary/Treasurer and Immediate Past President of the American Osteopathic Colleges of Ophthalmology and Otolaryngology-Head and Neck Surgery.

The President, President-Elect, and Vice-President will be elected by the members of the Board of Governors to serve a one (1) year term. The Secretary/Treasurer will be elected by the general membership of the AOCOO-HNS. Those running for the office of Secretary/Treasurer will be Members-at-Large of the Board for at least two (2) years and will be selected by the nominating committee from the Members-at-Large of Ophthalmology or Otolaryngology depending on the year so that the office will alternate yearly between the two disciplines. A majority vote of the general membership of the AOCOO-HNS shall be required for election to the office of Secretary/Treasurer and Members-at-Large of the Board of Governors . Ballots will be cast, and then reported at the Annual Business Meeting. No officer may serve in a particular office for more than one (1) year.

  1. President. The President shall preside at all meetings of the Board of Governors and the Executive and Finance Committee. The President may delegate this duty to the Vice-President. The President is ex-officio member of all committees of that respective College. The President shall also serve as President/Chairman of the respective College.
  2. Vice-President. The Vice-President shall perform the duties and exercise the powers of the President in the absence of the President, and shall perform other duties as shall be prescribed by the Board. The Vice-President shall also serve as Vice Chairman of the respective College.
  3. President-Elect. The President-Elect shall perform the duties delegated to that office by the Board of Governors. The President-Elect shall also serve as the President/Chairman of the respective College.
  4. d. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for keeping a permanent record of the proceedings of the AOCOO-HNS and for a current roster of the members. The Secretary shall perform all other duties that usually pertain to the office of Secretary. In addition, the Secretary/Treasurer shall receive for review an accounting of all Income, Expenses, and Investments on a regular basis according to accepted accounting procedures. The Secretary/Treasurer shall keep a complete and permanent record of the financial transactions of the AOCOO-HNS. The Treasurer shall make a full financial report at the Board of Governors Meetings, and shall perform all other duties as may be determined by the Board. The Secretary/Treasurer shall serve as Vice Chairman of the respective College.
  5. Past President. The Past President shall perform duties delegated to that office by the Board of Governors.
  6. Executive Vice-President. The Board shall employ an Executive Vice-President to function as Chief Executive Officer for the Board of Governors and the Colleges.

Section 6.
The Executive and Finance Committee of the Board shall consist of the Officers of the Board of Governors. The Executive Vice-President shall serve as secretary without vote. The Chairman of the Committee of Medical Education shall serve on the Executive Committee as a Consultant (non voting).

Section 7.
Nominating Committee

  1. The Nominating Committee of the Board of Governors for the selection of nominees to the American Osteopathic Boards of Ophthalmology and Otolaryngology-Head and Neck Surgery shall consist of three (3) members, all of whom shall be certified and a member in good standing of the Colleges, one of whom shall be designated as chairman by recommendation of the President. The Nominating Committee shall submit to the Board nominations for members for the AOBOO.
  2. The Nominating Committee for the selection of nominees to the Board of Governors shall function as follows: The Nominating Committee shall consist of five (5) members, and these shall be the two (2) Past Presidents, the President-Elect who shall act as Chairman, the Vice President, and the Council of Medical Education Chairman. The Nominating Committee shall recommend the names of persons to be considered for election as Secretary/Treasurer and Members-at-Large of the Board of Governors.

Section 8.
Meetings of the Board of Governors.

  1. Regular meetings of the Board shall be held at least two (2) times per year. They will be held at a time and place designated by the Board. The purposes of the annual meeting shall be to present annual reports and conduct business as may properly come before the Board. The Board may establish other meetings of the Board to be held, as it may deem necessary. Members of the Board may participate in any meeting through the use of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. The conduct of all activities/meetings of the Boards/Committees of the Colleges shall be governed by Robert’s Rules of Order/Newly Revised, unless otherwise specified in these Bylaws. (R-4/99)

Section 9.
Disciplinary Action. The membership of any Member of the AOCOO-HNS, who violates established policies of the AOCOO-HNS, may be revoked, suspended or placed on probation by the Board of Governors acting according to the procedures in the Bylaws, and has the right of appeal to the Board of Governors following the mechanism as established by the AOA in their Bylaws, Article 2, Section 3.

ARTICLE III

COLLEGES

Section 1.
Colleges. The AOCOO-HNS shall be comprised of two (2) Colleges, The American Osteopathic College of Ophthalmology and The American Osteopathic College of Otolaryngology, Head and Neck Surgery.

Section 2.
Responsibilities. The activities of a College shall be managed by its officers and representatives. A College shall have the power to do and perform all acts and functions not inconsistent with these Bylaws.

Section 3.
College Composition. Each College shall have a College Board composed of a President/Chairman, Vice Chairman and three (3) Members-at-Large. All of these positions will form the composition of the Board of Governors representing the individual College. The Chairman of the Council of Regional Representatives may also sit on the College Board. Thereby each College Board shall consist of at least five (5) members. (Rev. 5/3/06, Rev. 7/10 )

Section 4.
Officer Responsibility.

  1. President/Chairman. The President/Chairman shall preside at all meetings of the College Board. The President/Chairman shall recommend for appointment all committees of the College. The President/Chairman shall be an ex-officio member of all committees of the College, except the Nominating Committee. The President/Chairman shall submit an annual report to the Board of Governors at the AOCOO-HNS annual meeting.
  2. Vice-President. The Vice-President shall perform duties as shall be prescribed form time to time by the College Board.

Section 5.
Vacancies. Any vacancy in any position and for any reason on the College Board shall be filled by appointment by the College President/Chairman for the unexpired term of such office.

Section 6.
Resignation. A member of the College Board (Officer or Representative) may resign at any time in writing, to the Secretary of the College, and shall become effective upon the date of receipt and acceptance.

Section 7.
Meetings of the College Boards.

  1. Annual Meeting. The annual meeting of the Colleges’ Boards shall be held at the place and time of the AOCOO-HNS Annual Meeting. The purposes of the Annual Board Meeting are to present annual reports, review and make recommendations concerning committee reports, formulate policy items, and consider such other business as may properly come before the Colleges’ Boards.
  2. Regular meetings of the Colleges’ Boards shall be held at least two (2) times per year (the Annual Meeting and the Mid-Year Meeting in conjunction with the Board of Governors). Members of the Colleges’ Boards may participate in any meeting through the use of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
  3. Quorum. A quorum will be considered to be a majority of the total membership of the College Board.

Section 8.
Business Meetings of the Colleges’ Membership.

  1. Annual Meeting. The annual meetings of the College(s) shall be held at the place and time of the AOCOO-HNS annual meeting. The purposes of the annual meetings are to present to the Membership of the Respective Colleges the activities of the College, Officers, Committees, Staff, Proposed Resolutions and Policy items for consideration.
  2. Quorum. A quorum will be considered to be a majority of the total membership of the College(s) present and voting.
  3. Regular business meetings of the Colleges’ Membership shall be held at least once (1) per year.

Section 9.
Code of Ethics. The Code of Ethics of the College(s) shall follow the Code of Ethics of the AOA.

Section 10.
Disciplinary Action. The Membership of any Member of the College(s) who violates established policies of the AOA as adopted by the College(s) and is recommended for disciplinary action by the College(s) Board, has the right of appeal to the Board of Governors. (This follows the mechanism as established by the AOA in their Bylaws, Article 2, Section 3.)

ARTICLE IV

MEMBERSHIP IN THE AOCOO-HNS

Section 1.
Categories of Membership are: (Rev. 2/7/04)

Resident Member
New Member
Active Member
Life Member
Retired Member
Honorary Member

Section 2.
Resident Members must:

  1. Be a graduate of an AOA Accredited Osteopathic Medical School.
  2. Be engaged in an AOA approved or an ACGME approved residency training program leading toward certification in one of the basic specialties (Ophthalmology, Otolaryngology-Head and Neck Surgery).
  3. Be a member in good standing of the American Osteopathic Association.
  4. Rights and privileges Resident Members may attend educational programs and social functions of the AOCOO-HNS if they have pre-registered and submitted a letter from their Program Director.
  5. Dues. Resident members are liable for such dues as voted by the Board of Governors. (Rev. 2/7/04)

Section 3.
New Members must:

  1. Be a graduate of an AOA Accredited Osteopathic Medical School.
  2. Have successfully completed a residency training program approved by the AOA and/or ACGME.
  3. Be a member of the American Osteopathic Association.
  4. Be licensed to practice Osteopathic Medicine and Surgery.
  5. Be in the first year of clinical practice.

Section 4.
Active Members must:

  1. Be a graduate of an AOA Approved Osteopathic Medical School.
  2. Have successfully completed a residency training program approved by the AOA and/or ACGME.
  3. Be licensed to practice Osteopathic Medicine and Surgery.
  4. Be a member of the American Osteopathic Association.
  5. Be Board Eligible or Board Certified by the AOBOO-HNS (American Osteopathic Boards of Ophthalmology and Otolaryngology-Head and Neck Surgery) or the ABO (American Board of Ophthalmology or the American Board of Otolaryngology).

Section 5.
Life Membership. This may be granted by the Board of Governors to any Active or Retired member who has held continuous membership for the immediately preceding twenty-five continuous years and who has reached the age of 75, and who may or may not have retired from active practice.

  1. Life members will have the rights and privileges of Active Members.
  2. Dues and Assessments. Life members are exempt from all dues and assessments if retired; if still in clinical practice the fees are adjusted accordingly.

Section 6.
Retired Membership. Retired Membership may be granted by the Membership Committee to any Active Member who has permanently retired from medical practice and does not qualify for Life membership.

  1. Retired members will have the rights and privileges of their immediate pre-retirement membership.
  2. Dues and assessments. Retired members are liable for such dues and assessments as determined by Board of Governors discretion.

Section 7.
Honorary Membership. Honorary Membership in the College(s) may be granted to any person upon two-thirds (2/3) vote of the College(s) Board in recognition of meritorious service to the College(s) and/or the osteopathic profession as a whole.

Section 8.
Dues, Fees and Assessments. There will be annual active member dues, new member dues and candidate dues. There may also be fees and assessments. Under the duties of the Board of Governors: “It shall be responsible for establishing annually the dues, fees and assessments for each class of membership.” Only members who have satisfied their financial obligations to the AOCOO-HNS shall be considered as members in good standing.

Section 9.
Any member who fails to fulfill their financial obligations beyond sixty (60) days after official notification, shall be notified of suspension. After an additional thirty (30) days of delinquency, the member shall be automatically dropped from membership. The member has the right of appeal to the Board of Governors following the mechanism as established by the AOA in their Bylaws, Article 2, Section 3. (Rev. 2/7/04)

Section 10.
Fellowship. Members of the AOCOO-HNS may be granted the title of Fellow of the American Osteopathic College of Ophthalmology, or the American Osteopathic College of Otolaryngology-Head and Neck Surgery, who by outstanding contributions to the healing art, to the practice of Ophthalmology, or Otolaryngology-Head and Neck Surgery, to research or for such other meritorious services that reflect credit upon the AOCOO-HNS and the osteopathic profession, who meets the requirements of the Awards Committee, shall with the approval of the Board, receive the honor of Fellow.

Section 11.
Continuing Medical Education Requirements. Members who are subject to the continuing medical education requirements of the AOA, shall maintain the required one hundred and twenty (120) hours during a designated three (3) year period, of which at least one course shall be an AOCOO-HNS sponsored program. (Rev. 2/7/04)

ARTICLE V

AMENDMENTS

Section 1.
Proposal of Amendments.

  1. Amendments shall be proposed to the membership by the Board of Governors.
  2. Amendments proposed by the College membership shall require an affirmative vote of two-thirds (2/3) of the members present and voting.

Section 2.
Recommendation.

  1. When conveyed to the membership all amendments proposed shall carry the recommendations of the Board of Governors, favorable or unfavorable.
  2. When conveyed to the membership, all proposed amendments shall have been evaluated by the Rules and Bylaws Committee for consistency with the Bylaws.

Section 3.
Notification to Members.

  1. All Proposed amendments shall be sent to the membership at least forty-five (45) days prior to the Annual Meeting.

Section 4.
Final Approval.

  1. The proposed amendments are then sent to the AOA Board of Trustees for final approval.