West Virginia Association of Orthopaedic Executives
1.1 Exempt Purposes. The West Virginia Association of Orthopaedic Executives (WVAOE) is organized and shall be operated exclusively for exempt purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Tax Code”).
1.2 Association Purposes. To improve business administration in orthopaedic groups; collect and disseminate, to the members of the association, information pertaining to orthopaedic group management; and to promote the education of members of the association through meetings and written communications.
2.1 No Private Inurement or Private Benefit. No part of the net earnings of the WVAOE shall inure to the benefit of, or be distributable to, its Directors, officers or other private persons, except that the Association may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of its purposes.
2.2 Limitation on Activities. The Association will carry on only activities permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Tax Code.
Offices and Employees
The Association shall have such offices and retain such employees as the Board of Directors may authorize.
4.1 Members. The Association shall have members.
4.2 Admissions. Application for Membership shall be made in writing on forms furnished by the Association.
4.3 Member Classifications and Qualifications. There shall be three classifications of membership in the Association, designated as Active, Associate, and Emeritus.
4.3.1 Active Member. Active membership may be held by an individual actively serving in an administrative capacity in an orthopaedic practice. This individual shall participate in the day-to-day business affairs of the orthopaedic practice. At least one orthopaedic office, in which the individual participates, must be located within the boundaries of the State of West Virginia. Only one active member shall be permitted from each orthopaedic practice.
4.3.2 Associate Member. Associate membership may be held by an individual actively serving in an administrative capacity in an orthopaedic capacity that does not have a practice located within the boundaries of the State of West Virginia. This individual shall participate in the day-to-day business affairs of the orthopaedic practice. This individual shall not be given voting rights within WVAOE. Only one associate member shall be permitted from each orthopaedic practice.
4.3.3 Emeritus Member. Upon recommendation of an Active Member and upon approval from the Board of Directors, an individual who has been an active member of the Association for a minimum of ten years and retired from active orthopaedic administration or disassociated from active orthopaedic administration due to disability may be granted Emeritus Membership.
4.4 Payment of Dues. No person shall exercise any rights of Membership if that person’s Association dues are not paid in full (See Article 8).
4.5 Membership List. The officers shall prepare, maintain and update a list of names, addresses, membership status, and membership date of all members.
5.1 Regular Meetings. Regular meetings of the Association shall be held at least two (2) times per year at such time and place as shall be designated by the Board of Directors. Meetings devoted to educational programs, the annual meeting or special meetings shall be considered regular meetings for purposes of this section.
5.2 Annual Meeting. The annual meeting of the Association membership shall be held within ninety (90) days preceding the end of each fiscal year of the Association at such time and place as the Board of Directors shall designate for the purpose of reporting on the activities and financial condition of the Association and transacting such other business as may properly come before the membership.
5.3 Special Meetings. Special meetings of the Association membership may be called at any time by order of the Board of Directors. Upon receipt of a written request for a special meeting from at least ten (10) percent of the Association’s members entitled to vote on matters presented to such a meeting, the Secretary shall promptly issue notice of such meeting for a date not more than thirty (30) days following receipt of the request.
5.4 Notice of Meetings. At least forty-eight (48) hours before the date of any meeting, the Secretary shall cause written notice to be delivered, mailed or sent electronically to each Member entitled to vote stating the place and time of such meeting of members. Where the membership may act upon matters relating to indemnification, conflicts of interest, removal of directors, amendments to these Bylaws, or the sale, dissolution or merger of the association, the notice shall so state. In addition, notices for special meetings shall describe the matters to be considered.
5.5 Quorum and Vote Required. Ten (10) percent of the Members entitled to vote thereat shall constitute a quorum at any meeting of the Association membership. If a quorum is not present at such a meeting, a majority of the voting Members present may adjourn the meeting from time to time without further notice. The vote of a majority of the votes entitled to be cast by the Members present and voting at a meeting shall be necessary for the adopting of any matter voted upon at such meeting unless a different proportion is required by these Bylaws. Quorum requirements are waived for the purposes of electing officers and directors.
5.6 Voting Rights. All members who are in good standing shall have the right to vote on matters submitted to a vote of the members. Each shall have one vote, and no one shall vote by proxy.
Officers and Directors
6.1 Officers. The officers of the Association shall be a President, a Vice President, a Secretary, a Treasurer, an Immediate Past President, all of whom shall be members of the Board of Directors and shall serve one year terms ending immediately upon the election of their successor. The same Member may serve as Secretary and Treasurer simultaneously. A quorum of the Members shall elect the officers, one seat at a time beginning with the office of President, by plurality vote at the Association Membership’s Annual meeting to begin serving terms on January 1 of the upcoming year.
6.2 President’s Duties. The President shall serve as the chief executive officer of the Association. S/he shall preside at all meetings of the Association membership and the Board of Directors, calling meetings of the Board of Directors as s/he deems necessary. S/he shall exercise general supervision over the activities of the Association, shall assure adherence to these Bylaws and keep the members of the Board of Directors fully informed and consulted concerning the business of the Association. Subject to approval of the Board of Directors, s/he shall appoint whatever committees are necessary to carry out the objectives of the Chapter and shall serve as a voting ex-officio member of all such committees.
6.3 Vice President’s Duties. In the absence of the President, or during his incapacity (as determined by the Board of Directors), the President’s duties will be performed by the Vice President. The President or the Board of Directors may assign such duties as will allow the Vice President to familiarize her/himself with the duties of the presidency and the policies, objectives and general affairs of the Association.
6.4 Secretary’s Duties. The Secretary shall be responsible for recording the proceedings of the meetings of the Association. S/he shall perform such other duties as may be assigned to her/him from time to time by the President or the Board of Directors.
6.5 Treasurer’s Duties. The Treasurer shall receive and disburse the funds of the Association. S/he shall keep and preserve proper vouchers and books of account which shall be open to inspection by the Board of Directors and subject to periodic examination by an audit committee, should such committee be constituted by the Board. S/he shall deposit funds of the Association in such financial institutions as may be approved by the Board of Directors and shall disburse funds only upon approved vouchers. The Treasurer shall submit current financial reports to the Board of Directors at their regularly scheduled meetings and an annual financial report to the Association membership.
6.6 Board of Directors. The Board of Directors shall consist of five (5) Members elected by the membership and the Executive Director.
6.7 Directors. Two (2) Directors shall be elected every odd-numbered year, and three (3) Directors in every even-numbered year, in each case for a term of two (2) years or until their successors take office, by a plurality of the votes cast by a quorum of the Membership at the Membership’s Annual meeting, one seat at a time; or if an election cannot reasonably be conducted at the Membership Annual meeting because of lack of a quorum or otherwise, then by special ballot sent by mail or electronic means to all current Members. The Board of Directors shall manage the affairs of the Chapter in accordance with the policies and procedures set forth by these Bylaws.
6.8 Meetings of the Board of Directors.
6.8.1 A minimum of three (3) regular meetings of the Board of Directors shall be held each year. Special meetings of the Board of Directors may be called by the President or any three (3) other Directors. At all meetings of the Board of Directors, a majority of the voting Directors shall constitute a quorum and a majority of the votes entitled to be cast by the Directors present shall be decisive of any action unless otherwise provided in these Bylaws.
6.8.2 The President or her/his designee shall give written notice of all regular and special meetings at least forty-eight (48) hours in advance of such meetings. In the case of a special meeting, the notice shall state the purposes of the meeting.
6.9 Vacancies of Elective Offices. Should a vacancy occur in the offices of President, Vice President, Secretary or Treasurer, the Board of Directors shall fill the vacancy from among the directors for the unexpired term.
6.10 Director Vacancies. Should a vacancy occur in a director position, the unexpired term shall be filled by a qualified Member of the Association elected by a majority vote of the Board of Directors.
6.11 Removal of Officer or Directors. Any Officer or Director may be removed by vote of the Members whenever in their judgement the best interests of the Association shall be served by such removal. The affirmative vote of two-thirds (2/3) of the qualified Members voting shall be required to effect such action. Any officer or Director missing two (2) meetings of the Board of Directors per fiscal year without bona fide excuse as determined by the Board of Directors may be removed from office by a majority vote of the remaining Board of Directors. Failure of any Officer or Director to pay any dues or fees within six (6) months of the due date of that liability shall constitute grounds for removal from office. No action to remove an officer or Director shall be taken unless the meeting notice shall have specified that such action is to be considered.
7.1 Executive Committee.
7.1.1 The Executive Committee shall consist of the officers. The Committee shall meet at times and places designated by the President during the intervals between meetings of the Board of Directors. The Committee shall advise and aid the Board in all matters concerning the interests of the Association and generally perform such duties as may be directed by the Board of Directors from time to time.
7.1.2 The Committee shall possess and may exercise such powers as the Board of Directors may delegate to it by resolution and is not empowered to amend bylaws, fill newly created officer or Director vacancies or conduct any activity which would be prohibited under the West Virginia Nonprofit Corporation Act (Chapter 31E) (the “Act”).
7.2 Matrix Organization.
7.2.1 The Committee Organization shall consist of committees structured in a manner which provides communication among councils, committees and the Board of Directors. Each committee shall have a chairman and a co-chairman, both of whom shall be appointed by the President.
7.2.2 The Membership Committee, the Program Committee and other committees shall be identified by the President as necessary to the effective functioning of the Association on an annual basis. The objectives of each committee and the number of members assigned to it shall be set by the President annually.
7.2.3 The committees shall be accountable to the Board of Directors and shall carry out assignments as directed by the President.
7.3 Nominating Committee. The Nominating Committee shall present nominees for officer and director positions in accordance with the nominations policy and procedure established by the Board. The chair of the Nominating Committee shall be the most recent immediate past president of the Association still holding Association membership and whose term ended other than by removal. Other members of the Nominating Committee shall be appointed according to the nominations policy and procedure established by the Board.
7.4 Other Committees. The President shall appoint such other committees as the need arises and as authorized by the Board of Directors.
7.5 Authority. Committees shall have only the authority granted by these Bylaws and the Board of Directors. Committees shall act in the same manner as the Board.
8.1 Association Dues. Annual dues and other fees assessed by the Association shall be as determined by the Board of Directors.
8.2 Payment of Annual Dues.
8.2.1 The annual dues shall be payable on such date or dates and in such a manner as may be determined by the Board of Directors from time to time.
8.2.2 Applications of new Members shall be accompanied by checks for prorated dues for the first year as set forth by the Board of Directors.
9.1 Notice. Whenever any notice is required to be given to any person by these Bylaws, such notice shall be in writing and may be given personally or by first class mail, electronic mail or facsimile transmission, addressed to such person at her/his address as it appears in the records of the Association. Any notice shall be deemed given when mailed electronically or faxed (if during normal business hours), personally delivered or, if by mail, when deposited, postage prepaid, in the United States mail.
9.2 Waiver of Notice. Whenever any notice is required to be given to any person by these Bylaws, a waiver of notice in writing signed by the person entitled to notice, whether before or after the time stated in the notice, shall be equivalent to the giving of notice. Attendance at any meeting, except attendance for the purpose of objecting to the transaction of business because the meeting is not properly called or convened, shall constitute waiver of notice of the meeting.
9.3 Titles. Section and Article headings in these Bylaws are for convenience only and shall not affect the interpretation of any provision therein.
9.4 Fiscal Year. The fiscal year of the Association shall be January 1 through December 31.
9.5 Telephone Meetings. Wherever meetings are authorized in these Bylaws, the meeting may be conducted by telephone conference if so specified in the meeting notice.
9.6 Action by Unanimous Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the directors or committee members entitled to vote. Any such consent shall have the same force and effect as a unanimous vote.
9.7 Indemnification and Insurance.
9.7.1 Every present or former director, officer, committee member or any person who may serve or has served at the request of the Association or by its election as a director or officer of any other corporation or organization, shall be indemnified by the Association against expenses actually and necessarily incurred by them in connection with the defense or settlement of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of being or having been a director, officer, or committee member or a director or officer of such other corporation or organization except in relation to matters as to which any such present or former director, officer or committee member 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 liability. Such indemnification shall not exceed the limit of indemnification as provided under the Act.
9.7.2 The Board of Directors has the power to purchase and maintain insurance on behalf of any of its present or former directors, officer or committee members or any person who has serviced at its request or by its election as a director or officer of another organization or corporation against any liability or settlement based on asserted liability, incurred by them by reason of being or having been a director, officer or committee member or a director or officer of such other corporation or organization, whether or not the Association would have the power and duty to indemnify them against such liability or settlement under the preceding provision of this section.
9.7.3 Expenses incurred in defending against any liability, or asserted liability, in any action, suit or proceeding may be paid by the Association in advance of the final disposition thereof, as authorized by the Board of Directors in the specific case, upon receipt of undertaking by or on behalf of the director, officer, or committee member in form and substance satisfactory to the Board of Directors, to repay such amount unless it shall ultimately be determined that she/he is entitled to be indemnified by the Association as authorized by this section.
9.8 Amendment of the Bylaws.
9.8.1 The Bylaws of the Association shall be admitted and taken to be its laws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Members voting at the annual meeting, a meeting called for that purpose, or by mailed ballot.
9.8.2 These Bylaws may be amended in the following manner:
(a) A resolution to Amend the Bylaws, setting forth the full text of the proposed amendment shall be approved by the Board of Directors.
(b) Upon receipt of the approved Resolution, the Secretary of the Association shall mail a copy of the Resolution to each voting member of the Association together with a notice of meeting at which the vote on the amendment(s) is to be taken. Membership vote on adoption of Bylaws amendments may also be conducted by mail
(c) Upon adoption of any amendment by the Association membership, the Bylaws shall be immediately revised incorporating said amendment(s). Amendments to the Bylaws shall become effective immediately, unless otherwise provided in the text of the amendment.
9.9 Dissolution. As stated in Article 2.1, no part of the earnings of the corporation shall ever inure to the benefit of any donor, director, officer, nor shall any private individual be entitled to share in the distribution of corporate assets. Upon dissolution, any assets of the corporation must be distributed to West Virginia Orthopaedic Society.
I, the undersigned, do hereby certify that I am the duly elected and acting Secretary of the West Virginia Association of Orthopaedic Executives; that the foregoing Bylaws constitute the Bylaws of said Association; and that they were duly adopted by majority vote of the Members of the Association on the 9th day of July, 2008.
IN WITNESS WHEREOF, I have hereunto subscribed my name the 9th day of July, 2008.
WEST VIRGINIA ASSOCIATION OF ORTHOPAEDIC EXECUTIVES
By Clint Welch