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By-Laws
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Constitution
Bylaws - Chapter I - Membership
Bylaws - Chapter II - Board of Governors
Bylaws - Chapter III - Officers
Bylaws - Chapter IV - Annual and Special Meetings
Bylaws - Chapter V - Committees
Bylaws - Chapter VI - Referendum
Bylaws - Chapter VII - Limitations
Bylaws - Chapter VIII - Amendments

 

Constitution

Article I - Name

This organization shall be known and is incorporated as the American Osteopathic College of Anesthesiologists.

Article II - Objectives

The objectives of this organization shall be as follows:

  1. To advance the standards of practice and service in the specialty of Anesthesiology;
  2. To aid in providing opportunities for study and training in the art and science of Anesthesiology;
  3. To promote the Osteopathic concept of disease related to Anesthesiology;
  4. To maintain and promote the highest moral and ethical standard in the practice of Anesthesiology;
  5. To establish standards for membership;
  6. To recognize outstanding accomplishment in the field of Anesthesiology or outstanding service to this organization by any member by conferring the degree Fellow in the American Osteopathic College of Anesthesiologists.

Article III - Membership

Membership in this organization shall consist of the present members and such other individuals as shall be elected, in a manner prescribed by the bylaws.

Article IV - Board of Governors

Only members of the College who hold the degree of Fellow may become members of the Board of Governors.

Article V - Officers

The officers of this organization shall be a President, a President-Elect, a Vice-President, an Immediate Past President and a Treasurer, to be selected as provided in the bylaws.

 

 

Bylaws - Chapter I - Membership

Section 1:001 – Membership

Membership in this College is a privilege and not a right, and is contingent upon compliance with the requirements specified in these bylaws. No person shall be continued as a member unless he or she adheres to the Code of Ethics of the American Osteopathic Association. The Board of Governors shall hear appeals of denial of membership.

Section 1:002 – Categories

The categories of membership of this college are: Active, Life, Resident, and Student. Additional classifications of membership may be created by the Board of Governors. The requirements for eligibility in the various categories of membership shall be established by the Board of Governors.

Section 1:003 – Rights and Privileges

Members in good standing in this College possess certain rights and privileges as follows:

Active and Life members shall be entitled to all rights and privileges of this College. Retired members who have previously been active members, as well as resident members shall be entitled to participate in all the functions and activities of this College, including membership on committees, but shall not be eligible for election to office, nor have the right to vote, except at meetings of committees on which they serve.

Section 1:004

A member shall be deemed to be in good standing in this College if the member is current in the payment of all dues and other financial obligations to the College.

Section 1:005 – Censure, Suspension, and Expulsion

A member of this College may be censured, suspended or expelled for good cause which is defined as:

a. Revocation or suspension of a member’s license to practice by a regularly constituted state authority;

b. Conviction in a state court of law of a felony or offense involving moral turpitude;

c. Conduct unbecoming of a physician;

d. Any cause or act which is determined to be detrimental to this College;

e. Failure to abide by the provisions of these bylaws;

f. Violations of the standards of professional conduct as approved by this College.

Section 1:006 – Censure, Suspension, and Expulsion

The Board of Governors shall determine whether or not the member should be disciplined, and the nature of the disciplinary action. The member shall receive not less than fifteen (15) business days prior written notice of the censure, suspension or expulsion and the reasons for the action and an opportunity to be heard, orally or in writing, not less than five business (5) days before the effective day of the censure, suspension or expulsion. The notice must be given by first class or certified mail sent to the last address of the member shown on the College's records. The decision of the Board of Governors in any matter involving censure, suspension or expulsion of a member of this College is final.

Section 1:007 – Re-instatement

A member of this College who has been suspended or expelled from membership may be reinstated in accordance with requirements and procedures for reinstatement adopted by the Board of Governors.

Section 1:008 – Right to Appeal to Board of Trustees of the American Osteopathic Association for Breach of Code of Ethics

If a member has been suspended or expelled from membership as a result of finding that such member violated the Code of Ethics of the American Osteopathic Association, the member may appeal such action to the Board of Trustees of the American Osteopathic Association whose decision shall be final.

Section 1:009 – Amount of Annual Assessment

The amount of annual assessment of active members of this College shall be determined by the Board of Governors. There shall be no annual assessment of student, resident, life or those members on active duty in the military service.

 

 

Bylaws - Chapter II - Board of Governors

Section 2:001 – Composition

The Board of Governors of this College is composed of eleven (11) individuals elected by the members of the College.

Section 2:002 – Eligibility

Each Governor shall be a Fellow of the American Osteopathic College of Anesthesiologists.

Section 2:003 – Term

The term of office for each Governor shall be for three (3) years and shall commence at the close of the Annual Convention. Governors shall serve staggered terms. If a Governor is elected to fill an unexpired term of another Governor for whatever cause, it shall be for that period of time remaining on the unexpired term of the vacancy. No Fellow may serve on the Board of Governors for more than six (6) years.

Section 2:004 – Election

The President shall no later than the Midyear meeting each year, appoint a nominating committee of no fewer than five (5) voting members.

The Committee shall nominate two Fellows of the College as members of the Board of Governors, for a three year term; a Treasurer for a three (3) year term (if the previous term has expired). The Committee may also nominate Fellows of the College for any unexpired terms that might exist. The Governors shall be elected by the members of the College during the meeting of the College at which a quorum is present on the second day of the Annual Convention. Preceding the election of the Governors the President shall provide opportunity for nominations from the floor. Election shall be by vote of the members of the College by secret ballot.

Section 2:005 – Vacancies

A vacancy on the Board of Governors shall be filled by a selection by the Board of Governors. This individual will serve until the next succeeding Annual Convention at which time an election will be held the unexpired term of the vacancy.

Section 2:006 – Removal

The members of the College may, without cause, remove one or more Governors elected by them.

Section 2:007 – Duties

The Board of Governors shall manage the business and financial affairs of this College, and shall act in the interim between meetings of the College upon matters which would otherwise require a special meeting of the College. The Board of Governors shall serve as the board of directors of the corporation. The Board of Governors shall have all powers and duties given to a Missouri nonprofit corporation except as otherwise specifically provided in these Bylaws.

Section 2:008 – Authority

The Board of Governors has final authority in all businesses and financial affairs of this College, including, without limitation, the power to acquire, manage, and dispose of its property and to authorize all contracts on behalf of this College. The Board of Governors may delegate such authority to the officers of this College or to the executive director.

Section 2:009 – Budget

Prior to the Annual Convention, the Board of Governors shall consider and vote its approval for a budget prepared by the Budget and Finance Committee.

Section 2:010 – Annual Assessment

As part of the approval of the budget, the Board of Governors shall determine the amount of annual assessment for the following year.

Section 2.011 – Hiring of Executive Director

The Board of Governors is charged with providing management oversight of the organization. To this end the Board may hire such management personnel i.e., Executive Director, as necessary. The executive director will serve as the secretary to the Board of Governors and assume other duties as might be assigned. The duties and responsibilities of that individual(s) will be determined by the needs of the organization at that time. The Executive Director will not have a vote in any deliberations of the Board of Governors.

Section 2:011 – Other Duties

The Board of Governors shall perform such other duties as are: (1) delegated to it by the College; (2) provided for in these Bylaws; or (3) are usual and customary for the Board of Directors of a corporation.

Section 2:012 – Committees

The Board of Governors has the power to: (1) create committees of the Board; (2) endow them with authority to act in the interim between meetings of the Board upon specific matters which would ordinarily require special meetings of the Board; and (3) augment such committees by appointment of additional members, who are not members of the Board.

Section 2:013 – Quorum

Two-thirds (2/3) of the voting members of the Board shall constitute a quorum.

Section 2:014 – Voting Members

Each member of the Board shall have one (1) vote.

Section 2:015 – Notice

Written notice of the date, time and place of each regular meeting of the Board of Governors shall be sent to each member of the Board at least fifteen (15) days prior to the proposed time of the meeting. Communication will be by United States Postal Service, other ground service or electronically to the email address on file with the Corporation office. This provision may be waived by unanimous consent of the voting members of the Board. Special meetings of the Board must be preceded by at least two (2) days' electronic notice to each member of the Board.

Section 2:016 – Special Meetings

Special meetings of the Board may be called by the President or upon formal petition of two-thirds (2/3) of the members of the Board. The date, time and place of the special meeting and the specific purpose for the meeting shall be stated in the call. No business may be acted upon at special meetings other than that specifically mentioned in the call of the meeting. 5

 

 

Bylaws - Chapter III - Officers

Section 3:001

The officers 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.

Section 3:002 – Requirements

No person 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.

Section 3:003 – Election and Terms of Office

The Nominating 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.

The President 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.

The Immediate 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 (2) terms.

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.

Section 3:004 – Progression of Officers

The orderly 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.

Section 3:005 - Officers

All officers shall serve until their successors are elected and assume office.

Section 3:006 – President

The President shall:

a. Efficiently administer the affairs of this College during his/her term;

b. Contribute in all ways possible to the welfare of the public through this College;

c. Further the aims of this College to the fullest extent;

d. Perform such services as custom, necessity and parliamentary usage may re-quire;

e. Consult 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;

h. Chair meetings of the Board of Governors, the Executive Committee, and the College;

i. Serve as the primary contact for the executive director; and

j. Perform such other duties as are provided for by statute and in these bylaws.

Section 3:007 – President-Elect

The President-Elect shall:

a. Familiarize himself/herself with the business and matters of the College;

b. Consult with the President on matters affecting this College;

c. Prepare 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;

f. Represent the President at other meetings and functions when requested to do so by the President.

g. Other duties as assigned

Section 3.008 – Vice President

a. Familiarize himself/herself with the business matters of the College

b. Consult with the President on matters affecting this College; 7

c. Work in concert with the President and President-elect to identify leadership for committee appointments.

d. Assist the President in the performance of his/her duties;

e. Other duties as may be assigned.

Section 3:009 – Immediate Past President

The Immediate 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.

Section 3:010 –Treasurer

The Treasurer shall:

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;

b. Be responsible for the detailed accounting of all receipts and disbursements of this College;

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.

d. Present his/her accounts to such audits as the Board of Governors at any time direct;

e. Perform such other duties as provided for by statute and in these bylaws

Section 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:

Section 3:012 – President

The President-Elect shall immediately assume the duties of the office.

Section 3:013 – President-Elect

The Vice President shall immediately assume the duties of the office.

Section 3:014 –Treasurer

The vacancy shall be filled at a special meeting of the Board of Governors to be called by the President as soon as feasible.

Section 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

The officers 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.

 

 

Bylaws - Chapter IV - Annual and Special Meetings

Section 4:001 – Annual Convention

The College 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 Governors.

Section 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.

Section 4:003 – Meetings of the Members

During the 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.

Section 4:004 – Quorum

Fifteen (15) 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.

Section 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.

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 meeting.

 

 

Bylaws - Chapter V - Committees

Section 5:001 - Authorization

Standing and 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.

Section 5:002 – Terms

The terms of office of the Chairman shall be for two (2) years, unless otherwise provided for by these bylaws.

Section 5:003 – Standing Committees

The Standing 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 are:

a. Membership Committee

b. Awards and Honors Committee

c. Professional Education Committee

d. Finance Committee

e. Communications Committee

f. Evaluating Committee

Section 5:004 – Reports

All Standing 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.

Section 5:005 – Executive Committee Powers and Duties

The Executive Committee is composed of: The President, President-Elect, Vice President, Past-president and Treasurer of the College.

The Executive 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 Governors.

Section 5:007 – Executive Committee Limitations

The Executive Committee may not:

a. Elect officers (as distinguished from filling vacancies);

b. Give final approval of the annual budget;

c. Elect honorary members of this College;

d. Change the location of the executive office of this College to another city;

e. Amend these bylaws;

f. Dispose of any assets of the College.

g. Have any policy making powers.

Section 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.

 

 

Bylaws - Chapter VI - Referendum

Any member or question which affects this College may be referred to the voting members of this College for general vote.

Section 6:001 – Requirements

Such questions 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.

Section 6:002 – Voting

The question shall be submitted to the entire voting membership of this College by mail.

Voting shall 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.

No question may be submitted to referendum which has been voted upon within the preceding year by the Board of Governors or on referendum.

 

 

Bylaws - Chapter VII - Limitations

Section 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) Organization.

Section 7:002 – Distribution of Assets

Upon 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.

 

 

Bylaws - Chapter VIII - Amendments

The Bylaws may be amended only in the following manner:

Section 8:001

The proposed 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.

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