of this College shall be a President, a President-Elect, a Vice President, an
Immediate Past President, and a Treasurer elected as provided by these bylaws.
There may also be an Executive Director of this College who shall be appointed
at the discretion of the Board of Governors. The Executive Director serves as
an ex officio member of the Board and does not have a vote.
3:002 – Requirements
shall be eligible for election as an officer of this College unless he/she has
been a voting member in good standing for five (5) years, and holds the Degree
of Fellow of the American Osteopathic College of Anesthesiologists.
3:003 – Election and Terms of Office
Committee will present for approval of the Board of Governors a slate of
nominees for the office of Vice President (one) and members of the Board of
Governors (2) at the first meeting of the Board of Governors during the Annual
Convention. Upon the end of the term of the Treasurer this position will be added
to the slate. These nominees will be presented to the membership for a
confirming vote at a meeting of the membership called for the purpose prior to
the conclusion of the Annual Convention. These newly elected officials will
assume office at the conclusion of the Annual Meeting at which they were
elected. For associations, this is the usual operating process.
shall assume the office upon completion of the term of the previous office
holder or as may be required, in the event of the existing office holder being
removed from office. He/she serves a term of one year until the close of the
Annual Convention one (1) year hence. The President-Elect shall assume the
office upon completion of the term of the previous office holder or as may be required
in the event of the existing office holder being removed from office. He/she
shall serve a term of one (1) year, from the close of the Annual Convention at
which he/she is elected until the close of the Annual Convention one (1) year
hence. The Vice President shall be elected for a term of one (1) year, from the
close of the Annual Convention at which he/she is elected until the close of
the Annual Convention one (1) year hence.
Past President shall serve from the close of the Annual Convention at which
he/she completes his/her term as President until the close of the Annual
Convention one (1) year hence. 6
The Treasurer shall be
elected for a term of three (3) years. The Treasurer may serve a maximum of two
Members of the Board of Governors may be elected for a term
of three (3) years and may be elected to a second three (3) year term.
3:004 – Progression of Officers
progression of officers is from Vice President to President-elect to President
to Past President. In the event that an orderly progression of the elected
officers is interrupted, the Board of Governors is authorized to select a
qualified individual to serve the unfilled term. The intent shall be to
preserve the integrity of the College and continuity of leadership.
3:005 - Officers
shall serve until their successors are elected and assume office.
3:006 – President
administer the affairs of this College during his/her term;
in all ways possible to the welfare of the public through this College;
c. Further the
aims of this College to the fullest extent;
such services as custom, necessity and parliamentary usage may re-quire;
with the officers, governors, committees, members, and other persons on matters
that may improve the College;
f. Appoint all
committees of this College, except as otherwise provided by these bylaws; g.
Serve as ex-officio member of all committees of this College;
meetings of the Board of Governors, the Executive Committee, and the College;
i. Serve as
the primary contact for the executive director; and
such other duties as are provided for by statute and in these bylaws.
3:007 – President-Elect
himself/herself with the business and matters of the College;
with the President on matters affecting this College;
committee appointments for the following year.
d. Assist the
President in the performance of his/her duties;
e. Preside in
the absence of the President where the President ordinarily presides;
the President at other meetings and functions when requested to do so by the
g. Other duties
3.008 – Vice President
himself/herself with the business matters of the College
with the President on matters affecting this College; 7
c. Work in concert
with the President and President-elect to identify leadership for committee
d. Assist the President in the performance of his/her duties;
e. Other duties as may be assigned.
3:009 – Immediate Past President
Past President shall provide continuity between the preceding years and current
year, and shall contribute his/her knowledge and experience to the officers and
members of this College.
a. Act as
official custodian of all funds of this College, except as otherwise
specifically approved by these bylaws, supervising their deposit in banking
institutions, and other investing funds upon the recommendation of the Board of
Governors, as provided for in these Bylaws;
responsible for the detailed accounting of all receipts and disbursements of
c. Submit a
report at the Annual Convention and midyear Executive Committee Meeting of the
Board of Governors concerning the financial transactions of this College, the
funds in his/her care, and his/her actions as Treasurer.
his/her accounts to such audits as the Board of Governors at any time direct;
such other duties as provided for by statute and in these bylaws
3:011 – Vacancies
If for any
reason the incumbent in any elected or appointed office becomes unable to
perform the function of his/her office, or is removed from office for whatever
reason, such office shall be declared vacant. Such vacancy in office shall be
filled in the following manner:
President-Elect shall immediately assume the duties of the office.
3:013 – President-Elect
President shall immediately assume the duties of the office.
shall be filled at a special meeting of the Board of Governors to be called by
the President as soon as feasible.
3:015 – Removal
Any officer or
other elected or appointed official of this College may be removed from that
office by a vote of the majority of members of the Board of Governors with
cause at any meeting of the Board. That cause may include but not limited to
violating these bylaws or the AOA Code of Ethics. 8
Section 3:016 – Travel Expenses
of this College shall receive reimbursement for expenses incurred in the
performance of official duties, the amounts determined by the Board of
Governors, except for attendance at the Annual Convention of this College.
4:001 – Annual Convention
shall hold an Annual Convention which may be attended by members and authorized
guests. The Annual Convention shall be held for the purpose of providing
scientific information and instruction, and for the transaction of the business
affairs of this College.
The date and
location of the Annual Convention shall be determined by the Board of
4:002 – Notice
Notice of the
Annual Convention or any other meeting of the members shall be mailed to each member
not less than fifteen (15) days and not more than sixty (60) days prior to the
date of the meeting. Notice of the Annual Convention or any other regular or
special meeting of the members shall include a description of any matters which
must be approved by the members.
4:003 – Meetings of the Members
first day of the Annual Convention, there shall be a meeting of the members
during which necessary business shall be duly considered and acted upon.
On the second
day of the Annual Convention, there shall be a meeting of the members during
which for the election of Officers, Governors, and other such business as may
properly be presented.
4:004 – Quorum
members of this College shall constitute a quorum and quorum having been
declared present at the first stated meeting shall be declared present at
successive meetings during the Annual Convention. Unless one-third or more of
the voting power is present in person, the only matters that may be voted upon
at an annual or regular meeting of members are those matters that are described
in the meeting notice.
4:005 – Record Date
The Board of
Governors shall determine the record date for determining the members entitled
to notice of a members' meeting. The record date may not be more than seventy
(70) days before the meeting or action by the members occurs.
Section 4.006 Other Meetings.
of the members shall be held at the call of the President or upon written
demand for a meeting by members holding at least five percent (5%) of the
voting power of the College. Such written demand shall be signed and dated by
each member submitting the demand and describe the purpose or purposes of the
5:001 - Authorization
special committees of this College shall be composed of members of the College,
appointed by the President with concurrence by the Board, except as otherwise
noted in these bylaws. Every standing committee will be chaired by a Fellow of
this College and have a member of the Board of Governors as a liaison member to
the Board. Special committees may be created and dissolved by the Board of
Governors as might be necessary.
5:002 – Terms
The terms of
office of the Chairman shall be for two (2) years, unless otherwise provided
for by these bylaws.
5:003 – Standing Committees
Committees continue from year to year. The President shall appoint the Chairman
and members of each Standing Committee within fifteen (15) days of the first
meeting of the Board following the Annual Convention. The Standing Committees
b. Awards and
Professional Education Committee
5:004 – Reports
and Special Committees and task forces shall report to the Board of Governors
at the request of the Board and no less frequent than annually.
5:005 – Executive Committee Powers and Duties
Committee is composed of: The President, President-Elect, Vice President,
Past-president and Treasurer of the College.
Committee shall expedite, execute, and administer the actions of the Board of
Governors. Its actions are subject to the subsequent review by the Board of
Section 5:007 – Executive Committee Limitations
Committee may not:
officers (as distinguished from filling vacancies);
b. Give final
approval of the annual budget;
honorary members of this College;
d. Change the
location of the executive office of this College to another city;
e. Amend these
f. Dispose of
any assets of the College.
g. Have any
policy making powers.
5:008 – Notice
Members of the
Executive Committee and other members of the Board of Governors will be
notified, at least thirty (30) days in advance of the date, time and place of
the Executive Committee Meeting.
Any member or
question which affects this College may be referred to the voting members of
this College for general vote.
6:001 – Requirements
shall be submitted to the voting members of this College by a two-thirds (2/3)
vote of the total membership of the Board of Governors or a written request
signed by twenty-five (25) members of this College.
6:002 – Voting
shall be submitted to the entire voting membership of this College by mail.
be considered completed at midnight at the end of thirty (30) days from the
date the question for referendum was mailed.
The vote shall
be effective only if the members comprise a majority of all the voting members
of this College. A majority of the members voting shall determine the question.
may be submitted to referendum which has been voted upon within the preceding
year by the Board of Governors or on referendum.
7:001 – Activities
The College is
not organized for profit and no part of the net earnings of the College shall
inure to the benefit of, or be distributable to, its members, directors,
officers or other private persons, except that the College shall be authorized
and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of the
purposes set forth in these Bylaws. Notwithstanding the foregoing, earnings of
the College may be distributed to any other corporation, provided, however,
that the funds or property so distributed shall be applied to such purposes as
would be permissible if the College itself applied such funds or property to
such purposes. No substantial part of the activities of the College shall be
the carrying on of propaganda or otherwise attempting to influence legislation,
and the College shall not participate in, or intervene in (including the
publishing or distribution of statements), any political campaign on behalf of
any candidate for public office.
Notwithstanding any other provision of these Bylaws, the
College shall not take any action not permitted to be taken, or engage in any
activities not permitted to be engaged in, by a Section 501(c) (3)
7:002 – Distribution of Assets
liquidation, dissolution or winding up of the College, the Board of Governors
shall, after paying or making provisions for the payment of all of the
liabilities of the College, distribute all of the assets of the College to: (i)
one or more organization or organizations organized and operated exclusively
for charitable, educational or scientific purposes as shall at the time qualify
as Section 501(c)(3) Organizations; or (ii) any state, territory or possession
of the United States, any political subdivision of any of the foregoing, or to
the United States or the District of Columbia, but only for charitable,
scientific or educational purposes, as those terms are defined in Section
501(c)(3) of the Code. The Board of Directors shall determine how the College’s
assets will be distributed in accordance with the foregoing sentence. Any of
the College’s assets not so disposed of shall be disposed of by such court of
competent jurisdiction sitting in the political subdivision in which the
principal office of the College is then located, exclusively to such
organizations, as said court shall determine, that are organized and operated
exclusively for such purposes.
The Bylaws may
be amended only in the following manner:
amendment may be made by a three-fourths (3/4) assenting vote of the members
present during the Annual Convention or Midyear Seminar, provided, that the
proposed amendment has been submitted in writing to the members, not more than
ninety (90) days, and not less than thirty (30) days prior to the Annual
Convention or Midyear Seminar.