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MOS By-Laws

Article I

Section 1. 

A)     The principal and registered offices of the Society shall be in the County of Wayne, State of Michigan. 

B)     The Society may have additional offices within the State of Michigan at the discretion of the Board of Directors.

Article II

Section 1.  Classes of Membership

A)     There shall be six classifications of membership:  Active, Associate, Emeritus, Honorary, Inactive and Candidate. 

B)     A physician shall be defined as a graduate of an accredited medical or osteopathic school, having earned either an M.D. or D.O. degree.

 

Section 2.  Membership Classification

A)     ACTIVE members in good standing are eligible to vote and hold office.  Active membership in the association shall be open to orthopaedic surgeons who must:

    1)      Be licensed to practice medicine and surgery in the State of Michigan or be employed by the federal government while practicing in the State of Michigan.

    2)      Limit his/her practice exclusively to orthopaedic surgery, or be actively engaged in teaching or research in orthopaedic surgery.

    3)      Be a fellow in good standing of the American Academy of Orthopaedic Surgeons (AAOS) or be certified by the American Osteopathic Board of Orthopaedic Surgery and a member of the American Osteopathic Academy of Orthopaedic Surgeons (AOAOS).

    4)      Agree to adhere to the Principles of Ethics of the American Medical Association and the Professional Standards of the American Academy of Orthopaedic Surgeons.  Members of the American Osteopathic Academy agree to adhere to the Code of Ethics of the American Osteopathic Academy.

    5)      Comply with dues, fees and other assessment requirements as well as the Bylaws of this association.

 

B)      ASSOCIATE members pay dues but do not vote or hold office.  The Membership Committee may recommend that an Associate member advance to Active member status after such member notifies the Society of his or her certification by the American Academy of Orthopaedic Surgeons or the American Osteopathic Board of Orthopaedic Surgery and verifies membership in the AAOS or AOAOS. Associate membership in the association shall be open to physicians who must:

    1)      Be an orthopaedic surgeon who has completed residency training but has not yet fulfilled the certification requirements of the American Board of Orthopaedic Surgery or the American Osteopathic Board of Orthopaedic Surgery (i.e, Board Eligible surgeons), or

    2)      Be a Board Certified physician involved in basic science or clinical practice whose activities, interests and contributions are aligned with musculoskeletal care and are complimentary to the field of orthopaedic Surgery.

 

C)      EMERITUS members may vote, do not pay dues and may not hold office.  Emeritus members must meet the following criteria:

    1)      An Active member or an Associate member who has reached the age of 65 may be transferred to Emeritus status following written or email request to the Executive Director and following approval of the Board of Directors, or

    2)      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 following written or email request to the Executive Director and on approval of the Board of Directors.

 

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

    1)      The Membership Committee may confer the status of Honorary membership on members of the medical or allied professions of acknowledged preeminence who have contributed to the advancement and knowledge of orthopaedic surgery.

 

E)      INACTIVE members do not pay dues, and may not vote or hold office. 

    1)      An Active or Associate member who has become disabled by illness or accident or otherwise becomes incapacitated for a period in excess of six months, and who is unable to engage in the practice of orthopaedic surgery or to assume duties of an orthopaedic oriented nature under public or private auspices, may request a transfer from the status of Active or Associate membership to that of Inactive membership with waiver of dues for one year.  Requests for Inactive membership must be reapplied for annually in writing (letter or email) to the Executive Director and forwarded to the Board of Directors for appropriate action, or

    2)      Active or Associate members leaving the State of Michigan to practice out of the state boundaries for a period in excess of twelve months, shall revert to an inactive status.  Notification in writing should be provided to the Executive Director of the Society.  Such members on return to full time orthopaedic practice in the State of Michigan, may petition the Executive Director in writing (letter or by mail) to return to Active or Associate status.  Such request shall be forwarded to the Membership Committee for any investigation prior to actions by the Board of Directors.

 

F)     CANDIDATE members do not pay dues, vote or hold office.

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

 

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

 

Section 3.  Meetings

A)     Any and all meetings of members, and of the Board of Directors, may be held within or outside of the State of Michigan after approval by the Board of Directors.

 

Section 4.  Annual Meeting

A)     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 meeting, election of officers, a scientific session and social functions as designated by the program committee.

 

Section 5.  Meeting Notice

A)     Notice of meetings (written, printed or by electronic mail) for every annual meeting or special meeting of members shall be prepared by the Executive Director and distributed to the last known postal or email address of each member having voting rights, not less than thirty days nor more than 180 days prior to the date of such meeting.  Such notice shall state the time, place and purpose thereof. A special meeting of members may be held without such prior notice if all voting members are represented in person or by proxy at said meeting.  Any voting member attending the meeting may object, at the beginning of the meeting, to the transaction of any society business if they deem the meeting is not lawfully called or convened. Such meeting will then stand adjourned and the disposition of such will be adjudicated by the Board of Directors.


Section 6.  Special Meetings

A)     A special meeting of members may be called at any time by the President, by the Board of Directors, or by petition of not less than 10 active members.  Upon receipt of a written request setting forth the date and object of such proposed special meeting, signed by the President, the Board of Directors or by a petition of not less than 10 members as provided above, the Executive Director shall prepare and call the notice requisite to such meeting as outlined in section 5.

 

Section 7. Voting

A)     A quorum shall be considered as convened when at least twenty-five active members are present.  A quorum must be convened for any official meetings of the Society, or election of new members.  Only a majority of the voting members present is necessary for the transaction of official society business.

 

Section 8.  Voting Rights      

A)     At any authorized 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 months prior to said meeting.  All authorized voting shall be by show of hands unless a member moves for a written ballot.  All elections and society business shall be decided by a majority vote, unless otherwise provided by stature or the bylaws.

B)     Voting by active members on specific issues discussed at prior meetings, and votes cast for elections as authorized by the Board of Directors shall be considered valid, provided each active member is presented with the facts of the issue being considered at the time of the vote.

 

Section 9.  Board of Councilors

A)     The Michigan Orthopaedic Society shall act as the agent for the American Academy of Orthopaedic Surgeons (AAOS) in selecting one or more Councilors for the Board of Councilors (BOC) of the AAOS.  The councilors for the State of Michigan shall be nominated by the President and approved by the Board of Directors for an initial term of 3 years, and shall be eligible for reelection for an additional three year term at the discretion of the Board of Directors.  The councilor shall attend all meetings of the Board of Councilors sponsored by the American Academy of Orthopaedic Surgeons, and will present a report with respect to such meetings at the next business session of the annual and fall meetings of the association.  In addition, the councilor shall perform such duties as directed by the American Academy of Orthopaedic Surgeons.

 

Section 10.  Order of Precedence – Meetings

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

         

Section 11.  Order of Business – Meetings

A)     The order of business at all member meetings shall be: 

    1)      Call to order
    2)      Announcements
    3)      Business- reading of written or electronic presentation of the minutes of the previous regular meeting and the previous meeting of the Board of Directors,
    4)      Reports of committees
    5)      Old business
    6)      Transaction of business set forth in the notice/agenda
    7)      Adjournment. 

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


Article III

BOARD OF DIRECTORS

Section 1.  Structure

A)     The affairs of Society shall be managed by a Board composed of the following individuals, who are considered voting members of the Board:  President, 1st Vice President, 2nd Vice President, Treasurer, the immediate Past President, the Past President, the Chairperson of the Membership Committee, the Chairperson of the Education Committee, the Resident Representative, the Member at Large, all former presidents on the Board of Directors (subject to Article III, Section 10) and the representatives to the Board of Councilors of the American Academy of Orthopaedic Surgeons. 

B) Other members of the society may be invited to attend Board meetings at the discretion of the President, but are not considered voting members. The President may exercise his appointed authority to fill any vacancies occurring on the Board of Directors of the Society.  Further, the President shall act as the Chairman of the Board of Directors. 


Section 2.  Duties of the Board

A)     The Board of Directors shall supervise all of the activities of the Society  The Board of Directors shall hold a meeting, prior to the Annual meeting of the Society, and at such 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 Treasurer to prepare a report to the Society reviewing the work of the previous year.


Section 3. Board Financial Privileges

 A)     The Board of Directors may spend funds, as approved by majority vote and following the advice of the Treasurer, necessary to conduct the business of the Society.

 

Section 4. Other Board Privileges

A)     In addition to the powers and authorities expressly conferred upon it by the Bylaws, the Board may exercise all such powers of the Society and perform all such lawful acts and duties as are not by statute or by the Articles of Incorporation or by the Bylaws directed or required to be exercised or performed by the members.


Section 5. Membership Grievances

A)     The Board of Directors shall receive all complaints against any member.  Complaints shall be reviewed by the Membership Committee, who will then forward a recommendation to the Board.  If the Membership Committee recommends forfeiture of membership, the member in question is entitled to a hearing in his or her own defense.  A majority vote of the Board of Directors is required to expel the member from the Society for reasons which it shall consider sufficient.

 

Section 6.  Meetings

A)     Immediately after each annual meeting of members, the newly elected Board of Directors shall hold an organizing meeting as necessary for the transaction of any appropriate business to come before the meeting.  The timing of such meeting is under the direction of the President.


Section 7.  Special Meetings

Special meetings of the Board of Directors may be held at a time within or outside of 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 or email at least three days prior to the meeting.  Said notice need not specify the purpose of the meeting provided. , The lack of proper notice as identified herein shall be deemed to constitute a waiver to any Director from attending such meeting.  The right to attend the meeting may be waived in writing by any Director; such wavier 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 8.  Quorum

A)     A quorum of the Board of Directors shall consist of a minimum of five voting members present at a meeting duly held.

 

Section 9. Approval of Actions

A)     Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized without additional written authorization required from the Board. The minutes of the meeting will reflect the approval, and proposed action, of the Board.

 

Section 10. Board Participation Requirements

A)     Members of the Board of Directors must attend a minimum of two (2) scheduled Board meetings each year. Failure to meet this requirement shall be deemed reason for dismissal from the Board under the direction of the President and as agreed upon by the majority of the voting members of the Board.

 

Article IV

OFFICERS

Section 1.  Officers

A)     The officers of the Society shall be President, 1st Vice President, 2nd Vice President, Immediate Past President, Past President and Treasurer.  The Treasurer will be elected for a term of two (2) years.  The term of office for the President, 1st Vice President, 2nd Vice President, Immediate Past President, and Past President will be one (1) year.

 

Section 2.  Election of Officers

A)     The officers of the Society shall be elected at the appropriate annual meeting by closed ballot or a 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.  President

A)     The President shall preside at all meetings of the Society and its Board of Directors.  He or she shall, at his or her discretion, appoint any special or ad hoc committees which are 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 or committee members during intervals between Annual meetings, shall be filled by appointment as directed by the President, except that he or she shall not be allowed to appoint a successor to the office of President.

 

Section 4.  1st Vice President

A)     The 1st Vice President in the absence of the President or upon the President’s request, shall perform all duties of the latter.  In the event of the death or resignation of the President, the 1st Vice President shall succeed to the office of the President for the unexpired term.  The 1st Vice President will have the primary duty to evaluate and make recommendations to the Board of Directors regarding specific legislative issues as appropriate, and should attend the National Orthopaedic Leadership Conference and the AAOS state leadership meeting at the AAOS annual meeting. 

           

Section 5.  2nd Vice President

A)     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.  Treasurer

A)     The Treasurer, with the Executive Director, shall review the minutes of all meetings and be responsible as the interface between the Board of Directors, the accountants and/or attorneys subcontracted by the Society.

B)     The Treasurer and the Executive Director shall be the custodian of the funds and the other assets of the Society.  He or she shall pay all the bills of the Society.  The treasurer 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 or her pro tempore.  In the event of a financial emergency, the treasurer 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 or she shall make an annual financial report to the Society at its Annual meeting.

C)     The funds of the Michigan Orthopaedic Society shall be maintained 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 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. Immediate Past President

A)     The Immediate Past President is responsible for the PAC and chairs the nominating committee. He/she is a voting member of the Board of Directors.

 

Section 8. Past President

A)     The Past President serves as an advisor to the Board of Directors. He/she is a voting member of the Board of Directors.

 

Section 9.  Delegate to Michigan State Medical Society

A)     The delegate 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.

B)     This appointment shall consist of three consecutive two (2) year terms.  An alternate delegate may be assigned to assist the delegate in his/her duties. The Delegate to the Michigan State Medical Society is a non-voting member of the Board.

 

Section 10.  Board of Councilors

A)     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 as outlined in Article II, Section 9. He/she is a voting member of the Board of Directors.

 

Section 11. Education Chair

A)     The Education Chair has the responsibility to oversee any educational activities of the Society as they relate to resident/fellow education and training. The Education chair serves as a member of the program committee, and may also be called upon to assist the Program Chair in the educational content of any regularly organized meeting of the Society. He/she is elected as part of the nomination slate presented to the membership at the Annual Meeting of the Society. He/she is a voting member of the Board of Directors.

          

 Section 12.  Resident Member

A)     The Candidate member is selected by the Membership Committee, and approved by the Board of Directors from applications submitted by 3rd year residents for the position.  The Candidate member is expected to represent the view of residents on issues and programs of the Society.  He/she shall encourage residents from State of Michigan residency programs to join the Society, and shall assist in organizing a program specific for all residents at the Annual meeting. He/she is a voting member of the Board of Directors.

 

Section 13. Member at Large

A)     The member at large serves on the Board of Directors, representing the interests of the majority of the Society Membership. He/she is elected as part of the nomination slate presented to the membership at the Annual Meeting of the Society, serving a three year term on the Board.  This representative should be a member in good standing of a least 4 years of service, in an active orthopaedic practice. He/she is a voting member of the Board of Directors.

 

Section 14.   Executive Director

A)     The Society shall employ or 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 or she shall make reports of such meetings to the Society.  The Executive Director shall keep a record of the names of the members, guests and visitors in attendance at the meetings.  He or 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.

The Executive Director shall notify applicants of their election to membership and members of their election to office or of their appointments to committees.  Certificates of membership will be sent to new members on request.

 

Article V

INDEMNIFICATION

Section 1.

A)     Every person who is or has been a Director, Officer, or designated agent of the Society, shall be entitled to indemnification by the Society to the full extent allowed by special resolution of the Board of Directors and applicable law. 

B)     Indemnification may be extended to personal representatives of such persons. 

C)     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.

D)      Indemnification granted shall apply to any appeals or supplementary proceedings. 

E)      Any indemnification granted shall only be made by reason of the person having been a Director, Officer or designated agent of the Society. 

F)      In no event will any right to indemnify be granted if a reasonable possibility of bankruptcy, insolvency, or dissolution could result from doing so.

G)     The foregoing rights of indemnification shall be in addition to any other rights to which any such Director, Officer, or Executive Director may be entitled to as a matter of law.

 

Section 2.

A)     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. 

B)     Any Director, Officer, or employee who has been refused indemnification by the Society shall, nevertheless, be indemnified if a court of competent jurisdiction determines such indemnification is permitted by law.

 

Section 3.

A)     The Society 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.

A)     The intention of this 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.

B)     If the indemnification, permitted by law at this present time, or any future time, shall be broader or more inclusive than 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 Bylaw shall be deemed to have been amended accordingly. 

C)     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.

 

Article VI

STANDING COMMITTEES

Section 1.  Executive Committee

A)     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, Immediate Past President and Treasurer. 

B)     The President may exercise his/her appointive authority to fill any vacancies occurring on the Executive Committee of the Society.

 

Section 2.  Membership Committee

A)     The Membership Committee shall consist of three (3) members appointed by the nominating committee.  Each member of the Membership Committee shall be elected for a term of 2 years, and terms shall be staggered to facilitate continuity.  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.

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

C)     The Membership Committee shall be responsible for the selection or election of applicants to the Society, with the approval of the Board of Directors.  The procedures shall be as follows:

D)     The Membership Committee shall receive the completed application forms of those desiring membership and select 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 annual meeting, and following approval of the candidate slate by the Board of Directors, the recommendations of the Membership Committee regarding applicants will be heard, discussed and voted on by the active members.

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

F)      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

A)     This committee shall consist of members appointed by the Nominating Committee.  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

A)     The Committee shall consist of the Immediate Past President, the Past President, and the Member at Large.  The Chairman of this Committee shall be the Immediate 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. Education Committee

A)     The Education committee shall consist of members as appointed by the Nominating Committee, with no less than four members, including the Chair of the committee and the Resident Member of the Board. Education committee members shall serve for a term of 2 years, and terms shall be staggered to facilitate continuity.  The education committee shall oversee any educational activities of the Society as they relate to resident/fellow education and training, and may also be called upon to assist the Program Committee in the educational content of any regularly organized meeting of the Society.

 

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.

 

Article VII

NOMINATION OF MEMBERS

Section 1.

A)     Eligible candidates will make formal application on forms obtained from the Executive Director or the website. 

B)     Candidates must include the names of two sponsors who he/she has request to write letters, complete forms or send electronic mail on his/her behalf.  Sponsors must be active members of the Society and only one may be the candidate’s associate or partner. 

C)     Applications may be sent to the Executive Director who will, after all recommendations are received, present them to the Membership Committee. 

D)     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.

A)     The application of each candidate shall be referred to the Membership Committee which shall determine the candidate’s eligibility. 

B)     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. 

C)     The final recommendations, as approved by the Board of Directors, will be presented at the next Society Annual 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.

 

Article VIII

AMENDMENTS

Section 1.

A)     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. 

B)     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.

Article IX

FINANCES

Section 1.

A)     Annual dues of an amount to be determined by the Board of Directors shall be paid by the Active and Associate members to the accountant at such times as shall be determined by the Board of Directors.

 

Section 2.

A)     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.

 

Article X

FISCAL YEAR

Section 1.

A)     The fiscal year of the Society shall be on January 1 and end on December 31 of each year.

Article XI

DISCIPLINARY ACTION

Section 1.

A)     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)     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, the Professional Standards of the American Academy of Orthopaedic Surgeons, or the Code of Ethics of the American Osteopathic Academy.

     2)      Failure to continue in the exclusive practice of Orthopaedic Surgery for reasons other than illness or incapacity (exclusive of Associate Members).

     3)      Failure to pay dues annually by December 31.

 

 Section 3.

A)     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 appropriate actions.  The Membership Committee shall submit its written recommendations to the Board of Directors.

 

 Section 4.

A)     Before action is taken by the Board of Directors with respect to a member, written notice shall be sent by registered or certified mail to such manner 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 he/she 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.

 A)     Disciplinary action against any member of the Society shall require the affirmative vote of the majority of the voting 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 Executive Director shall, within 10 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.

 A)     Notwithstanding anything to the contrary contained herein, a member being disciplined for nonpayment of dues shall be dropped from membership by December 31 of the same year.

 

 Section 7.

A)     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 as dictated by legal principles.

 

Section 8.

A)     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. 

B)     Under no circumstances shall the disciplinary process be utilized to fix, stabilize, or maintain fees, or the boycott or unreasonable control of the delivery of availability of physician services.

 

Article XII

GUESTS

Section 1.

A)     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.

A)     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.

A)     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.

 

Article XIII

MISCELLANEOUS

Section 1.

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

 

Article XIV

NOTICES

Section 1.

 A)     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 regulations, may be given in writing or electronic mail to such members, officers or Director at his/her address as it appears on the records of the Society.

 

Section 2.

A)     Whenever any notice is required to be given by stature or under the provisions of the Articles of Incorporation or Bylaws of this Society, 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.

 

 

Article XV

SEAL

Section 1.

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



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