MOS By-Laws

OFFICES

SECTION 1. 
The principal and registered offices of the Corporation shall be in the County of  Wayne, State of Michigan.

SECTION 2. 
The Corporation may also have offices at such other places as the Board of Directors may from time to time determine.

MEMBERS AND MEMBERSHIPS’ MEETING

The membership of the Corporation shall consist of seven classes:

SECTION 1. Classes of Membership:
a. There shall be seven classifications of membership: Active, Associate, Emeritus,   Honorary, Corresponding, Inactive and Candidate.
b. A physician shall be defined as a graduate of an approved medical or osteopathic  school.

TOP

SECTION 2. Qualification for and privileges of membership.

1. ACTIVE membership. Each candidate must:
a. Be licensed to practice medicine and surgery in the State of Michigan or be  employed by the federal government.
b. Limit his or her practice exclusively to orthopaedic surgery, or be actively engaged  in teaching or research in orthopaedic surgery.
c. Be a member of the American Academy of Orthopaedic Surgeons or be certified by  the American Osteopathic Board of Orthopaedic Surgery and a member of the  American Osteopathic Academy of Orthopaedic Surgeons .
d. Conduct him or herself in a highly ethical and moral manner as outlined in the  Code of Ethics of the AMA.

Active members in good standing are eligible to vote and hold office, and shall pay dues.  They are encouraged to participate in the Annual and fall meetings.

2. ASSOCIATE Membership. Each candidate must:
a. Be an Orthopaedic Surgeon who has fulfilled the training requirements of the  American Board of Orthopaedic Surgery or the American Osteopathic Board of  Orthopaedic Surgery; or,
b. Be a physician involved in basic science or clinical practice whose activities,  interests, and contributions fall within the scope of the field of orthopaedic surgery.

Associate members pay dues, but do not vote or hold office.  They are encouraged to participate in the Annual and fall meetings.

The Membership Committee may recommend that an Associate Member advance to Active member status after such member notifies the Secretary of the Society of his or her membership in the American Academy of Orthopaedic Surgeons or  after becoming certified by the American Osteopathic Board of Orthopaedic Surgery.

Under special circumstances, applicants limiting their practice exclusively to orthopaedic surgery but not eligible for board certification, may be recommended by action of the Membership Committee for Associate Membership.

3. EMERITUS Membership. 
a. An Active Member who has reached the age of 65 may be transferred to Emeritus  status of written request to the Secretary and on approval of the Board of Directors; or,
b. An Active Member who has been in good standing in the Association for a period  of 25 years or more, and is retired from the active practice of medicine, may be  transferred to Emeritus status on written request to the Secretary of the Society and  on approval of the Board of Directors.

Emeritus members are not required to pay dues.  They may vote.  They may not hold office.

4. HONORARY Membership.
a. The Membership Committee may confer the status of Honorary Member on  members of the medical or allied professions of acknowledged preeminence who  have contributed to the advancement and knowledge of Orthopaedic Surgery.

Honorary members may attend and participate in scientific meetings, but do not pay dues, vote or hold office.

5. CORRESPONDING Membership.
a. Corresponding members are orthopaedic surgeons who have completed the formal training required for certification by the American Board of Orthopaedic Surgeons or American Osteopathic Board of Orthopaedic Surgery, and reside out of the State of Michigan, and wish to remain in communication with the Society through the written newsletters and other correspondence.

Corresponding members do pay dues as determined by the Board of Directors to cover mailing and administrative expenses.  They do not vote or hold office.

TOP

6. INACTIVE Membership.
a. An Active member who has become disabled by sickness or accident or otherwise becomes incapacitated for a period in excess of six (6) months, and who is unable to engage in the practice of orthopaedic surgery or to assume duties of an orthopaedically oriented nature under public or private auspices, may request a transfer from the status of Active Membership to that of Inactive Membership, with waiver of dues.  Such requests must be made in writing to the Secretary of the Society to be forwarded to the Board of Directors for appropriate action; or,
b. Active members leaving the State of Michigan to practice out of the State boundaries for a period in excess of twelve (12) months, shall revert to an Inactice status. Notification in writing should be provided to the Secretary of the Society.   Such members, on return to full time orthopaedic practice in the State of Michigan, may reapply to the Secretary for return to Active status.  Such request shall be forwarded to the Membership Committee for any indicated investigation prior to action by the Board of Directors.

Inactive Members do not pay dues, vote or hold office.

7. CANDIDATE Membership.

Candidate members are physicians in orthopaedic surgery residency or fellowship training who wish to become involved in the activities of the Michigan Orthopaedic Society.

Upon completion or termination of residency or fellowship, the Candidate Membership will automatically terminate.  Candidate Members  meeting the requirements of other classes of membership may apply to the Membership Committee according to current bylaws.

Candidate Members do not pay dues, vote or hold office.

SECTION 2. Any and all meeting of members, and of the Board of Directors, may be held within or without the State of Michigan, provided that no meeting of the members shall be  held at a place other than the registered office in the State of Michigan, except pursuant to Bylaws, or resolution adopted by the Board of Directors.

TOP

SECTION 3. The annual meeting of members shall be held each year at a time and place designated by the Board of Directors.  The Annual Meeting shall consist of a business session, election of the officers, a scientific session and  social functions as designated by the program committee.

SECTION 4. Notice of meetings, written, printed, by fax or electronic mail for every annual meeting or special meeting of members shall be prepared by the Executive Director and   distributed to the last known post office,  fax or e-mail address of each member having voting rights, not less than ten (10) nor more than sixty (60) days prior to the date of such meeting.  Such notice shall state the time, place and purposes thereof; provided, however, that any annual or special meeting of members may be held without notice when all members having voting rights are represented in person or by proxy at such meeting, except when the member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or  convened.  In no case shall a failure to mail, electronically deliver or provide the notice required in this paragraph, or any irregularity in such notice, affect the validity of any annual meeting of members, or of any proceedings had at such meetings.

SECTION 5. A quorum shall consist of at least twenty-five of the active members.  A quorum must be present for any official meetings of the Society or election of new members.   Only a majority of the members voting is necessary for the election of officers.

SECTION  6. At such meeting of members, every member having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing and subscribed by such member or his authorized agent or representative and bearing a date not more than three (3) months prior to the said meeting.  The vote for directors shall be by show of hands unless a member moves for a written ballot.  All elections and all issues shall be decided by a plurality vote, unless otherwise provided by stature or the bylaws. 

Voting by active members on certain issues discussed at prior meetings, and on elections as designated by the Board of Directors  is valid, provided each active member is presented with the facts of the issue being voted upon along with the ballot.

SECTION 7. A special meeting of members may be called at any time by the President, by the Board of Directors, or by a petition of not less than 10 members.  Upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the President, the Board of Directors or by a petition of not less than 10 members as above provided, the Secretary of this Corporation shall prepare, sign and call the notice requisite to such meeting.

SECTION 8. The Michigan Orthopaedic Society shall act as the agent for the American Academy of Orthopaedic Surgeons in selecting one or more Councilors  on the Board of Councilors of the American Academy of Orthopaedic Surgeons. .  The selection of Councilors shall be arranged to allow all members of the American Academy of Orthopaedic Surgeons who are residents of the State of Michigan to participate in the selections of the Councilors by means of a written ballot

Nominations of the candidates for office of Councilors shall be made by the Nominating Committee but may also be made in writing by members of the American Academy of Orthopaedic Surgeons who reside in Michigan but who are not members of the Michigan Orthopaedic Society.  These nominations must be  received by the Secretary at least thirty (30) days before the Annual Meeting.  The election of these Councilors shall be by show of hands , by proxy, fax, electronic mail or mail and shall be arranged so that members of the American Academy of Orthtopaedic Surgeons who are not members of the Michigan Orthopaedic Society but who are residents of the State of Michigan can participate in electing their representatives.

SECTION 9. The rules contained in Roberts Rules of Order shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with the Bylaws of the Corporation.

SECTION 10. The order of business at all members’ meetings shall be:
A.     Call to Order.
B.     Announcements
C.     Business
(1)     Reading or written presentation of the minutes of the previous regular meeting.
(2)     Reading or written presentation of the minutes of the previous meeting of the   Board of Directors.
D.     Reports of Committees
E.     Old Business.
F.     Transaction of business set forth in the Notice.
G.     Adjournment.

In the absence of any objection, the presiding officer may vary the order of business at his/her discretion.

BOARD OF DIRECTORS

SECTION 1. The affairs of the Corporation shall be managed by a Board composed of the following individuals: President, 1st Vice-President, 2nd Vice-President, Secretary/Treasurer, the two most recently retired Presidents, the Chairperson of the Membership Committee,  the Parliamentarian, the Delegate and the Alternate Delegate to the Michigan State Medical Society ,and the Councilors to the Board of Councilors of the American Academy of Orthopaedic Surgeons.  The President may exercise his appointed authority to fill any vacancies occurring on the Board of Directors of the Corporation.  Further, the President shall act as the Chairman of the Board of Directors.

SECTION 2. The Board of Directors shall supervise all of the activities of the Society.  It may by majority vote invite any member of the Corporation to participate in its deliberations at any given meeting.  It shall hold an Annual Meeting prior to the Annual Meeting of the Corporation at such other times as the President or majority of the Board of Directors  may designate.  It shall receive and consider the reports of the activities of the standing committees and shall direct the Secretary/Treasurer to prepare a report to the Corporation reviewing the work of the previous year.

SECTION 3. The Board of Directors may spend funds  necessary to do the business of the Society.

SECTION 4. In addition to the powers and authorities expressly conferred upon it by the Bylaws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or done by the members.

SECTION 5. The Board of Directors shall receive all complaints against any member.  The complaint is to be reviewed by the Membership Committee.  If the Membership Committee recommends forfeiture of membership the member is entitled to a hearing in his/her own defense.  A majority vote of the Board of Directors is required to expel the member from the Corporation for reasons which it shall consider sufficient.

SECTION 6. Immediately after each annual meeting of members, the newly elected Directors shall hold an organizing meeting for the transaction of any appropriate business to come before the meeting.  Notice of such meeting need not be given.

SECTION 7. Regular meetings of the Board of Directors shall be held at such times and places within or without the State of Michigan as may be determined by the Board of Directors.

TOP

SECTION 8. Special meetings of the Board of Directors may be held at a time within or without the State of Michigan upon call by the President or any two Directors.  Written notice of the time and place of such meeting shall be given to each Director, either by personal delivery or by mail, telegram , fax, e-mail or cablegram at least three (3) days before the meeting.  The notice need not specify the purpose of the meeting; provided, however that attendance of any Director at such meeting, without protesting, prior to or at the commencement of the meeting; the lack of proper notice, shall be deemed to be a waiver by him/her of notice of such meeting.  Such notice may be waived in writing by any Director either before or after such meeting, which waiver shall be filed with or entered upon the records of the meeting.  Unless otherwise indicated in the notice, any business may be transacted at any organizational, regular or special meeting.

SECTION 9. A quorum of the Board of directors shall consist of a minimum of five (5) members present at a meeting duly held. 

If a meeting is adjourned, notice of such adjournments need not be given if the time and place to which such meeting is adjourned are fixed and announced at such meeting.

SECTION 10. Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting in a writing or writings approved and signed by all of the directors.  Such writing or writings shall be filed with or entered upon the records of the corporation.
ARTICLE IV

SECTION 1. The officers of the Society shall be; President, 1st Vice-President, 2nd Vice-President and Secretary/Treasurer. The Secretary/Treasurer will be elected for a term of two (2) years.  The term of office for the President, 1st Vice-President and 2nd Vice-President will be one (1) year.

SECTION 2. The officers of the Corporation shall be elected at the appropriate annual meeting by (closed ballot) show of hands and by a majority of the votes cast.  A slate of nominees will be presented by the three (3) members of the Nominating Committee, Nominations may be accepted from the floor at the time of balloting.  A closed ballot may be requested by any voting member of the Society.

SECTION 3. The President shall preside at all meetings of the Society and its Board of Directors.  He/she shall, at his/her discretion, appoint any special committee which is not provided for in the Bylaws or by  action of an executive session of the Society.  Any vacancy that may occur among the elected officers of committee members during intervals between Annual Meetings, shall be filled by appointment by the President, except that he/she shall not be allowed to appoint a successor to the office of President.

SECTION 4. The 1st Vice-President shall, in the absence of the President or upon the President’s request, perform all the duties of the latter.  In the event of the death or resignation of the President, the 1st Vice-President shall succeed the office of the President for the unexpired term.  The 1st Vice-President will be the Chairperson of the Legislative and Economic Committee and should attend the National Orthopaedic Leadership Conference and  the AAOS state leadership meeting at the AAOS annual meeting.

SECTION 5. The 2nd Vice-President  will be the Chairperson of the Program Committee  and be responsible for organizing and running the Annual and fall meetings.  The 2nd Vice-President will work closely with the Executive Director and Exhibit Chairperson to organize these meetings.

SECTION 6. The Secretary/Treasurer shall review the minutes of all meetings and ensure that they are presented appropriately to the members of the Society.  He/she shall be responsible as the interface between the Board of Directors and the accountants and/or attorneys subcontracted by the Society.

The Secretary/Treasurer  shall be the custodian of the funds and other assets of the society.  He/she shall pay all the bills of the Society.  He/she may, in the case of inability to perform  the usual duties and with the approval of the President, designate another member to act for him/ pro tempore.  In the event of a financial emergency, he/she shall be authorized by, and with the consent of the Board of Directors, to dispose of such securities or other assets belonging to the Society as may seem best in order to meet the financial emergency.  He/she shall make an annual financial report to the Society at its Annual Meeting.

The funds of the Michigan Orthopaedic Society shall be a “bank account” in the name of the “Michigan Orthopaedic Society”.   The Board of Directors may by majority vote decide to subcontract an accountant for the Society.  The accounts of the Michigan Orthopaedic Society, as kept by the Secretary/Treasurer and/or accountant, may  be audited  at the request of the Board of Directors.  A report of this audit shall be made to the members of the Society at the Annual Meeting and included in the permanent records of the Michigan Orthopaedic Society.

SECTION  7. The delegates shall attend the meeting of the House of Delegates of the Michigan State Medical Society and shall take an active part in the proceedings, especially in those concerned with the affairs of the field of orthopaedic surgery, direct or indirect.

Their appointments will consist of three consecutive two (two) year terms.  Delegate and alternate delegate will exchange responsibilities at the termination of each two (2) year term.

SECTION  8. The Councilor (s) shall attend the meetings of the Board of Councilors of the American Academy of Orthopaedic Surgeons and shall take an active part in the proceedings.

SECTION  9. The Corporation will also have a Parliamentarian, appointed by the President, and shall remain in office until he chooses to resign or is replaced by the new President.

SECTION  10. The Board of Directors shall subcontract an Executive Director by majority vote.  The Executive Director shall give due notice and keep the minutes of all meetings of the Society and its Board of Directors.  He/she shall make reports of such meetings to the Society.  He/she shall keep a record of the names of the members(, guests, and visitors) in attendance at the meetings.  He/she shall prepare for publication the proceedings of the meetings of the Society and the Board of Directors and a list of its members.  He/she shall conduct all official correspondence of the Society.

He/she shall notify applicants of their election to membership and members of their election to office or of their appointment to committees.  He/she shall prepare certificates of membership for presentation to members after their acceptance to the Society.

INDEMNIFICATION

SECTION 1. Every person who is or has been a Director, officer, or designated agent of the Corporation, shall be entitled to indemnification by the Corporation to the full extent allowed by special resolution of the Board of Directors and applicable law.  Indemnification may be extended to personal representatives of such persons.  Indemnification may be given against any damages and associated fines, fees, costs, and expenses incurred pertaining to an actual or threatened civil, administrative, or investigative proceeding.   Indemnification granted shall apply to any appeals or supplementary proceedings.  Any indemnification granted shall only be made by reason of the person having been a Director, officer or designated agent of the Corporation.  In no event will any right to indemnify be granted if a reasonable possibility of bankruptcy, insolvency, or dissolution could result from so doing.

The foregoing rights of indemnification shall be in addition to any other rights to which any such director or officer may be entitled as a matter of law.

SECTION  2. The Board of Directors, in granting indemnification, may rely upon the written advice of legal counsel that in the latter’s opinion such indemnification is permitted by law.  Any Director, officer or employee who has been refused indemnification by the Corporation shall, nevertheless, be indemnified if a court of competent jurisdiction determines such indemnification is permitted by law.

SECTION 3. The Corporation may advance funds to cover expenses incurred with respect to any claim, action, suit or proceeding of the character, actual or threatened, described in Section 1. Of this Bylaw, prior to the final disposition thereof, upon receipt of an undertaking by such person to repay the amount so advanced if and to the extent should ultimately be determined by a court of competent jurisdiction that he was not entitled to indemnification under this Bylaw.

SECTION 4. The intention of the Bylaw is to provide indemnification with the broadest and most inclusive coverage permitted by law (a) or (b) so permitted by law to be applicable.  If the indemnification, permitted by law at this present time, or any future time, shall be broader or more inclusive that the provisions contained in this Bylaw, then indemnification shall nevertheless extend to the broadest and most inclusive permitted by the law at any time, and this Bylaws shall be deemed to have been amended accordingly.  If any provision or portion of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and effect of the remaining parts shall not be affected.

INDEMNIFICATION

SECTION 1. Every person who is or has been a Director, officer, or designated agent of the Corporation, shall be entitled to indemnification by the Corporation to the full extent allowed by special resolution of the Board of Directors and applicable law.  Indemnification may be extended to personal representatives of such persons.  Indemnification may be given against any damages and associated fines, fees, costs, and expenses incurred pertaining to an actual or threatened civil, administrative, or investigative proceeding.   Indemnification granted shall apply to any appeals or supplementary proceedings.  Any indemnification granted shall only be made by reason of the person having been a Director, officer or designated agent of the Corporation.  In no event will any right to indemnify be granted if a reasonable possibility of bankruptcy, insolvency, or dissolution could result from so doing.

The foregoing rights of indemnification shall be in addition to any other rights to which any such director or officer may be entitled as a matter of law.

SECTION  2. The Board of Directors, in granting indemnification, may rely upon the written advice of legal counsel that in the latter’s opinion such indemnification is permitted by law.  Any Director, officer or employee who has been refused indemnification by the Corporation shall, nevertheless, be indemnified if a court of competent jurisdiction determines such indemnification is permitted by law.

SECTION 3. The Corporation may advance funds to cover expenses incurred with respect to any claim, action, suit or proceeding of the character, actual or threatened, described in Section 1. Of this Bylaw, prior to the final disposition thereof, upon receipt of an undertaking by such person to repay the amount so advanced if and to the extent should ultimately be determined by a court of competent jurisdiction that he was not entitled to indemnification under this Bylaw.

SECTION 4. The intention of the Bylaw is to provide indemnification with the broadest and most inclusive coverage permitted by law (a) or (b) so permitted by law to be applicable.  If the indemnification, permitted by law at this present time, or any future time, shall be broader or more inclusive that the provisions contained in this Bylaw, then indemnification shall nevertheless extend to the broadest and most inclusive permitted by the law at any time, and this Bylaws shall be deemed to have been amended accordingly.  If any provision or portion of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and effect of the remaining parts shall not be affected.

STANDING COMMITTEES

SECTION 1. THE EXECUTIVE COMMITTEE The Board of Directors may appoint an Executive Committee which shall have the power to act for the Board in situations that the Board so desires.  This Committee shall be composed of the President, 1st Vice-President, 2nd Vice-President and Secretary/Treasurer.  The President may exercise his appointive authority to fill any vacancies occurring on the Executive Committee of the Society.

SECTION 2. MEMBERSHIP COMMITTEE The Membership Committee shall consist of three (3) members elected by a majority vote of the active members present at the Annual Meeting of the Society.  Each member of the Membership Committee shall be elected for a term of three  (3) years; one new member to be elected each year.  The  Chairperson of the Membership Committee shall be a voting member of the Board of Directors.  The other members of the Membership Committee shall be ex-officio members of the Board of Directors.  If the Chairperson is unable to attend the Board of Directors meeting, the next most senior member of the Committee may act on behalf of the Chairperson.  The  Chairperson shall be the senior member of this Committee.

Membership in the Society is a privilege and not a right.

The Membership Committee shall be responsible for the selection or election of applicants to the Society.  The procedures shall be as follows:

The Membership Committee receives the completed application forms of those desiring membership and selects those who it considers worthy of recommendation for membership in the Society.  The Membership Committee may from time to time adjust and modify membership standards as it sees fit.  Further, the Membership Committee may, in its discretion, utilize probation periods for any new member.  (Details of nominations and elections are handled in Article VII).  At the next meeting, the recommendations of the Membership Committee regarding applicants will be heard, discussed and voted on by the active members.

The Membership Committee shall choose those meriting emeritus or honorary membership and recommend them to the Executive Committee for presentation to the Society at any official meeting for action.

The Membership Committee shall investigate charges of unprofessional conduct brought against a member of the society.  The Membership Committee may recommend forfeiture of the membership in the Society to the Board of Directors for such actions as considered expedient.

SECTION 3. PROGRAM COMMITTEE This committee shall consist of members appointed by the President.  It shall arrange the scientific programs for the Annual Meeting and it shall concern itself with any and all problems of scientific investigation in orthopaedic surgery for the purpose of stimulating and supervising and in every measure encouraging research in orthopaedic surgery in the hospitals and medical schools in the State of Michigan.  It shall make a report of its activities at each Annual Meeting.  The  2nd Vice-President shall be the  Chairperson of the Program Committee.

SECTION 4. NOMINATING COMMITTEE This Committee shall consist of the immediate three  (3) past Presidents of the Society.  The Chairman of this Committee shall be the Senior Past President.  At the Annual Meeting, this Committee shall present the nominations for the various offices.  Nominations for office may also be made from the floor.

SECTION 5. LEGISLATIVE AND ECONOMIC COMMITTEE There shall be a Legislative and Economic Committee consisting of five (5) members.  The Chairperson of this committee shall be the 1st Vice-President.  The President will also be a member of this committee.  The President and 1st Vice-President shall appoint the remaining three (3) members to a minimum term of two (2) years.  Two members will be appointed on odd years and the remaining member appointed on an even year.

This Committee shall act as a liaison on legislative matters and shall be empowered to act  on behalf of the Michigan Orthopaedic Society.  They will also be the liaison to any lobbying group selected by the Board of Directors.  This Committee shall also study and act as a liaison  on all insurance, state and federal health plans as they relate to the Michigan Orthopaedic Society and its members.  In no event will the Committee negotiate physician fees as part of its liaison or other functions.  It may, however, receive and disseminate economic and other information for the members of the Corporation, but neither the Committee not the Corporation shall make any recommendation or take action to oppose or support any actual or proposed reimbursement policies or fee arrangements.

SECTION 6. OTHER COMMITTEES Other committees may be established at the discretion of the Board of Directors with appointment of members to these Committees by the action of the President.

SECTION 1. Eligible candidates will make formal application on forms obtained from the Secretary/Treasurer for any member of the Membership Committee.  Candidates must include the names of two sponsors who he/she has requested to write letters on his/her behalf.  Sponsors must be active members of the Society and only one may be the candidate’s associate or partner.  Applications may be sent to the Chairman of the Membership Committee who will, after all letters are received, present them to the Secretary and other members of the Committee for consideration.  If an application is not completed within two  (2) years, it will be discarded.  If the applicant still wishes membership, a new application will be necessary.

SECTION 2. The application of each candidate shall be referred to the Membership Committee which shall determine the candidate’s eligibility.  All applications shall be presented to the Board of Directors with the appropriate recommendations of the Membership Committee regarding those whom it considers worthy of membership in the Society.  The final recommendations, as approved by the Board of Directors, will be presented at the next Society meeting by the Membership Committee for discussion and vote by the active members.  A quorum of active members must be present to hold membership elections and a majority vote of the quorum will elect a candidate to membership.

These Bylaws may be amended, altered, changed, added to or repealed by submitting a proposed amendment, alteration, change or addition to the Board of Directors, in writing and signed by not less than five  (5) members.  A subsequent ratification by a majority of the Society’s membership at a special meeting or at the next annual meeting will be required to enact the amendment.

FINANCES

SECTION 1. Annual dues of an amount to be determined by the Board of Directors shall be paid by the Active Members, Associate Members and Corresponding Members to the Secretary/Treasurer at such times as shall be determined by the Board of Directors

SECTION  2. All guests attending the meeting of the Michigan Orthopaedic Society who are not members of the Society may be required, at the discretion of the Board of Directors, to pay a registration fee.

The fiscal year of the Corporation shall end on December 31, of each year.

DISCIPLINARY ACTION

SECTION 1. All Disciplinary action of any member of the Society shall be taken by the Board of Directors, which may expel or otherwise discipline such members.

SECTION 2. a member of the  Society may be disciplined for any of the following reasons:

1. Immoral or unethical conduct, as defined by the Principles of Medical Ethics of the American Medical Association.
2. Failure to continue in the exclusive practice of Orthopaedic Surgery for reasons other than illness  or incapacity.
3. Getting in arrears in dues for more than two years.

SECTION 3. All complaints or requests for disciplinary action of a member of the Society shall be made in writing and addressed to the President of the Society. The President may refer complaints and charges against a member to the Membership Committee, which shall then investigate and consider.  The Membership p Committee shall submit its written recommendations to her Bored of Directors.

SECTION 4. Before action is taken by the Board of Directors with respect to a member, written notice shall be sent by registered mail or certified mail to such member not less than thirty  (30)  days prior to the meeting of the Board of Directors at which the matter is to be considered, informing the individual that s/he may appear in person and/or by his/her personal representative and/or counsel before the Board of Directors.  A copy of the recommendations of the Membership Committee shall be included in the notice.

SECTION 5. Disciplinary action against any member of the Society shall require the affirmative vote of   the majority of the members of the Board of Directors present at the meeting at which such action is taken.  If the Board of Directors shall vote to expel a member from the Society, the Secretary shall, within five  (5)  days thereafter, cause notice of expulsion to be sent to the member, by registered or certified mail, stating the grounds on which disciplinary action was based.

SECTION 6. Notwithstanding anything to the contrary contained herein, no member being disciplined for nonpayment of dues shall be dropped from membership until three  (3) months have elapsed from the time he has received final notification of impending loss of membership.

SECTION 7. All disciplinary proceedings pursuant to this Article XI, whether said proceedings result in disciplinary action or not, shall be privileged and confidential and shall not be subject to publication or public dissemination except by operation of law.

SECTION 8. The Society’s disciplinary reviews and/or actions may not in any way, directly or indirectly, address issues of physicians’ reimbursement or fees charged for physician services.  Further, under no circumstances shall the disciplinary process be utilized to fix, stabilize, or maintain fees, or the boycott or unreasonable control the delivery of availability of physician services.

GUESTS

SECTION 1. Any member of the medical or allied professions in good ethical standing may attend any or all scientific sessions but may be required to pay registration fees at the discretion of the Board of Directors.

SECTION 2. Official guests of the Society shall be designated by the Board of Directors and shall not be required to pay the registration fee.

SECTION 3. The President may invite two guest speakers to each scientific session.  An Honorarium plus expenses may be offered as directed by a majority vote of the Board of Directors.

MISCELLANEOUS

SECTION 1. Any subject not herein specifically defined shall be handled by the presiding officer in a proper manner.

NOTICES

SECTION 1. Whenever under the provisions of these Bylaws, notice is required to be given to any Director, officer or member, it shall not be construed to mean personal notice.  Such notice, unless otherwise provided by these Bylaws or by state, may be given in writing by depositing the same in the Post Office or letterbox in a postage paid sealed wrapper, addressed to such members, Officer or Director at his address as it appears on the records of the Corporation.

SECTION 2. Whenever any notice is required to be given by stature or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

The Board of Directors may, in their discretion, obtain a corporate seal for this Corporation which shall be an impression upon paper or wax of a circular device, within which shall be the words “Corporate Seal” surrounded by the name of the Corporation and the word “Michigan” within containing circumferential lines.  Said seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced.

Amended this 12th day of June, 1999