West Virginia Orthopaedic Society Bylaws
The name of this Corporation shall be the West Virginia Orthopaedic Society.
The purpose of this Corporation shall be the advancement of Orthopaedic Surgery as a medical specialty as defined b the American Academy of Orthopaedic Surgeons.
SECTION A. QUALIFICATION AND CLASSIFICATION
The Corporation shall be composed of Active Members, Associate Members, Inactive Members, Sabbatical Members, Emeritus Members, and Candidate Members. Each member is expected to conduct himself or herself in a highly ethical and moral manner as outlined in the Code of Ethics of the American Academy of Orthopaedic Surgeons.
- Active Members: Active Members must be licensed as Doctors of Medicine/Doctors of Osteopathy in the State of West Virginia and have completed an accredited orthopaedic residency program. They may vote and hold office.
- Associate Members: Associate Members must be medical or allied health professionals duly licensed by their profession’s licensing board in West Virginia (including, but not limited, to Chiropractors, Nurses, Orthopaedic Technicians, Physical Therapists, Physician Assistants and Podiatrists.) Associate Members shall be entitled to all rights and privileges of the Society not specifically denied them in these bylaws. Associate members may neither vote nor hold office; their dues shall be 50% of the Active Member dues rate. They will be eligible for member pricing at meetings. They shall be sponsored for membership by an active member of the West Virginia Orthopaedic Society.
- Emeritus Members: Shall be Active Members who have retired from active practice. They may be considered for Emeritus Membership upon their own request. Dues shall be waived; they may neither vote nor hold office.
- Inactive Members: Inactive Members shall be those Members who have not paid dues within 120 days of the deadline for payment of the current year’s dues.
- Sabbatical Members: Sabbatical Members shall be those Members who have become disabled by sickness or accident or otherwise have become incapacitated for a period in excess of fifteen (15) months and who are unable to engage in the practice of medicine or to assume the duties of a medically oriented nature under public or private auspices. Such persons may request a transfer from the state of Active Member to that of Sabbatical Member. The request for transfer must be made in writing to the Secretary-Treasurer of the Society. This category of membership shall be reviewed annually by the Membership Committee and the Executive Committee unless terminated by the Sabbatical Member upon written notice to the Secretary-Treasurer of the Society. A Sabbatical Member shall be permitted to vote and hold office and shall pay dues at 25% of the Active Member rate.
- Candidate Members: Candidate Members shall be Doctors of Medicine/Doctors of Osteopathy who are engaged full-time in a West Virginia-based American Board of Orthopaedic Surgery-approved residency program or have completed same and are not yet eligible for Active Membership. They may not vote or hold elected office. They shall pay reduced annual dues as determined by the Executive Committee.
SECTION B. APPLICATION
- Active and Candidate Members
Applicants for Active Membership shall make written application to the Secretary-Treasurer. The application must include their West Virginia medical license number, college, medical school and residency and be signed by the applicant. Their names shall be presented to the Board of Directors for acceptance. A vote of a majority of directors shall constitute acceptance.
- Emeritus Members
Any Active Member in good standing who has retired from active practice may apply in writing to the Secretary-Treasurer for Emeritus Membership. Such application shall require only the approval of the Board of Directors.
- Sabbatical Members
Any Active Member in good standing who have become disabled by sickness or accident or otherwise have become incapacitated for a period in excess of fifteen (15) months and who are unable to engage in the practice of medicine or to assume the duties of a medically oriented nature under public or private auspices may request a transfer from the state of Active Member to that of Sabbatical Member. The request for transfer must be made in writing to the Secretary-Treasurer of the Society.
SECTION C. DUES AND PRIVILEGES
- All Active and Candidate Members shall subscribe to the Articles of Incorporation and these Bylaws at the time of their election to membership.
- The annual dues for Active Members, Candidate Members, Emeritus Members and Retired Members shall be determined by the Board of Directors with approval of the membership present at the Annual Business Meeting.
- Members who are in arrears for dues for 120 days from the deadline for payment of the current year’s dues shall have their status changed to inactive by the Secretary-Treasurer and such action will be reported at the next regular meeting of the Corporation.
OFFICERS, DIRECTORS, COUNCILORS
SECTION A. DESCRIPTION
- The officers of this Corporation shall be the President, Vice President, Secretary-Treasurer and Immediate Past President.
- The term of office shall be two (2) years.
- Officers and members of the Board may be removed from office without cause by a two-thirds vote of the members of the Board of Directors. Vacancies occurring in any office of the Corporation, not elsewhere covered by these bylaws, shall be filled by action of the Board of Directors.
- The Directors of this corporation shall be up to eleven (11) in number, of which four (4) will be the current officers. One (1) will be the councilor, one (1) will be the Executive Director and ideally there will be one (1) at-large director from each of the five (5) geographic regions (Eastern Panhandle, North Central, Northwest, Southeast and Southwest).
- The deans/directors of the orthopaedic programs at Marshall University and West Virginia University will serve as ex-officio members of the board, as will one resident appointed by each university orthopaedic program.
- The councilors shall be those members of the West Virginia Orthopaedic Society who are members of the American Academy of Orthopaedic Surgeons.
- The number of councilors elected shall be determined by a population formula designated by the American Academy of Orthopaedic Surgeons.
- Councilors shall be nominated by the Board of Directors and elected by the Society to represent geographic regions of the state, insofar as possible, and shall serve a term of three (3) years and may be re-elected to a second term.
- Councilors may be removed from their position without cause by a two-thirds vote of the Board of Directors. In the event a Councilor vacancy occurs, the Board shall appoint a member to fill the unexpired term.
SECTION B. DUTIES
- The President shall be the Chief Executive Officer of the Corporation. The President shall preside over meetings of the Board of Directors and the Corporation, shall have the power to call special meetings of the Board of Directors and shall authorize continuation of all necessary committees not constitutionally authorized and define their objective and shall appoint members to carry out these assignments.
- The President may establish new ad hoc committees and appoint personnel as required to assist in the conduct of corporate business and in so doing should clearly specify the intent and objective of the new committee.
- The President shall maintain liaison with the West Virginia Medical Association and the American Academy of Orthopaedic Surgeons in an attempt to further the mutual aims of those organizations and the Corporation.
- Vice President
- The Vice President shall perform the duties of the President in the absence of or inability of the President to act and shall perform all duties which would be performed by the President if present. The Vice President shall succeed to the presidency in the event of the death or incapacity of the President.
It shall be the responsibility of the Secretary-Treasurer to:
- Keep all minutes of meeting of the Corporation and the Board of Directors.
- Maintain an accurate and current roster of Corporation members.
- Be responsible for the giving of all notices of meetings of the Corporation and of the Board.
- Be custodian of the Corporation’s Articles of Incorporation and the Corporate Seal and see that the Corporate Seal is affixed to all documents when duly authorized.
- Perform all duties incident to the office and such other duties as may from time to time be assigned by the Board of Directors.
- Submit reports to the Board of Directors as directed by the President.
- Have general supervision over the care and custody of the funds of the Corporation, deposit or cause to be deposited the funds in the name of the Corporation in such bank, trust companies, or safe deposit companies as the Board may designate, and be responsible for all monies received by the Corporation and for all payments made on behalf of it.
- Keep an accurate account and record of all receipts and disbursements and, when asked to do so, render a complete report of all funds to the Board. All checks in payment of Corporation obligations shall be signed by the Secretary-Treasurer.
- Submit current financial statements at all regular meetings of the Board of Directors and at the Annual Meeting.
- Notify the Board of Directors of members who are in arrears in payment of dues and faithfully notify them and if necessary report the action of their dismissal from the Corporation.
- The Directors shall meet at all regularly scheduled and called meetings. Each Director will have a vote in transacting the business of the Corporation.
- The duties of the Councilors shall be to represent the West Virginia Orthopaedic Society interests, needs and concerns to the Board of Councilors of the American Academy of Orthopaedic Surgeons. Similarly, the Councilors shall inform the membership of the West Virginia Orthopaedic Society of matters, concerns and actions taken by the American Academy of Orthopaedic Surgeons. The Councilors shall report on their activity at each business meeting of the Corporation.
SECTION C. ELECTIONS
- Election of Officers and Directors shall be held at the Annual Meeting. The Board of Directors shall present a slate of nominations for those positions to be filled.
- Additional nominations may be made by Active Members from the floor. Voting shall be by voice unless a majority of votes request otherwise. A majority vote shall be sufficient to elect Officers and Directors. They shall assume their elected position upon election.
The committees of this Corporation shall be those appointed by the President from time to time and the following standing committees.
- Program Committee
- The Program Committee shall consist of the President, a Program Chairperson and a Local Arrangements Chairperson. The Program Chairperson shall be appointed yearly by the President. The Local Arrangements Chairperson may be appointed by the Program Chairperson for meetings with approval of the President. The Guest Speaker for the meeting is chosen traditionally by the Program Chairperson. It shall be the responsibility of the Program Committee to:
- Solicit papers for the meetings.
- Arrange the program.
- Be responsible for the local arrangements through the Local Arrangements Chairperson.
- Arrange for the Guest Speaker’s lodging and stipend.
- Legislative Committee
- The Legislative Committee shall consist of the Chairperson appointed by the President, and additional members appointed at the discretion of the President and Chairperson. The Chairperson of the Legislative Committee shall be familiar with proposed legislation in the health field and shall regularly inform the membership of these matters.
- Membership Committee
- The Membership Committee shall consist of the Chairperson appointed by the President with regional representatives from each major medical center and including representatives from all geographic areas of the state. Committee members appointed by the President or Chairperson shall have the responsibility to promote Society membership among their colleagues and encourage participation in the activities of the Society.
- Other Committees
- Other ad hoc committees may be formed at the discretion of the President and/or Executive Committee at any time. The specific purpose and/or intent of such an ad hoc committee shall be stated clearly as well as its duration. Such a committee shall be disbanded upon completion of its intended purpose unless extended by the President or Board of Directors.
SECTION A. REGULAR MEETINGS
- There shall be at least one regular meeting of the Corporation each year at a time and place selected by the President and the Board of Directors.
SECTION B. SPECIAL MEETINGS
- A special meeting may be called by the President on his own, or by three members of the Board of Directors or upon written petition with signatures of at least one-third of the Active Members.
SECTION C. QUORUM
- A quorum shall consist of the Active Members present. Once a quorum has been constituted, all actions taken are binding even though a quorum may not exist at a later time in the meeting.
SECTION D. ORDER OF BUSINESS
- The order of business at meetings shall be as follows:
- Call to order
- Approval of the minutes of previous meeting
- Report of the Executive Committee
- Report of the Treasurer
- Committee Reports
- Election of Members
- Old Business
- New Business
- Election of Officers, Directors and Councilors (annual)
SECTION E. VOTING
- Each active member of the Corporation shall have the right and power to cast a vote to which that member is entitled under Section A. An active member shall vote in person and shall not delegate a vote to another active member. These bylaws hereby provide for members’ participation in meetings by telephone or other means of telecommunication or electronic communication. Any voting conducted by telephone, or other means of telecommunication or electronic communication shall be subject to the same quorum requirements of meetings where active members are present in person.
The Corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, directors, employees and other agents against any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
The Corporation shall have a common seal with power to change, renew or break it at pleasure. This seal shall contain the words “Corporation Not For Profit.”
SECTION A. ARTICLES OF INCORPORATION
- The Articles of Incorporation may be amended by a two-thirds vote of those voting at any regular or special meeting of the Corporation.
SECTION B. BYLAWS
- The Bylaws of the Corporation may be amended only after the proposed amendment has been read at a regular and/or special meeting of the Corporation. A two-thirds vote of those voting shall be required. Substantive changes to a proposed amendment may be made at the reading and approved by a similar two-thirds vote.
- The Board of Directors shall have the power to adopt such amendments as are for technical or legal modifications, reorganization or renumbering, changes necessitated by errors or punctuation, spelling, grammar or expression. A two-thirds vote of the Board of Directors shall be required to make such changes and no prior reading shall be required.
- Publication of proposed amendments shall constitute adequate notification.
August 27, 2008
October 16, 2013
May 10, 2019