Bylaws of American Academy of Craniomaxillofacial Surgeons, Inc.
ARTICLE 1
Mission:
The mission of the AACMFS is to improve the health and quality of life of patients with craniomaxillofacial disorders by advancement of the knowledge, science, and art of craniomaxillofacial surgery.
Vision:
To serve as a forum for the global exchange of ideas and provide an education platform for all clinicians with demonstrable interest in craniomaxillofacial surgery.
To promote research, education and training and innovation in craniomaxillofacial surgery.
To mentor surgeons with an interest in craniomaxillofacial surgery.
To improve the quality and safety of care and to provide for those patients requiring craniomaxillofacial surgery.
To advance the interest and awareness of craniomaxillofacial surgery.
GENERAL
1.1 Purpose of Bylaws. These Bylaws of the American Academy of Craniomaxillofacial Surgeons, Inc. (these “Bylaws”) are adopted for the regulation and management of the affairs of the American Academy of Craniomaxillofacial Surgeons, Inc. (the “Academy”). The Academy is organized as a Colorado nonprofit corporation under the Colorado Revised Nonprofit Corporation Act, Section 7-121-101, C.R.S., et seq. (the “Nonprofit Act”).
1.2 Controlling Laws and Instruments. These Bylaws are controlled by the provisions of the Nonprofit Act.
ARTICLE 2
OFFICES
2.1 Principal Office. The Board of Directors (The Board), in its discretion, may fix and may change the location of the principal office of the Academy from time to time. Within ninety days after any change in the location of the principal office, the Academy shall make such updated information available to any Member upon reasonable notice given to the Academy by such Member.
2.2 Registered Office and Agent. The Board may change the Academy’s initial registered office and initial registered agent specified in the Academy’s Articles of Incorporation at any time by filing a statement as specified by law in the Office of the Secretary of State of Colorado. At all times, the street addresses of the Academy’s registered office and the business office of the Academy’s registered agent shall be identical. Within ninety days after any change in the Academy’s registered agent or registered office, the Academy shall make such updated information available to any Member upon reasonable notice given to the Academy by such Member.
ARTICLE 3
MEMBERS
3.1 Members. The Academy shall have members. Each Member shall be designated as an Active Fellow, an Emeritus Fellow, an Associate Member, an Honorary Member, or a Distinguished Fellow. Those members who attended the first meeting in May 2012 are identified as “Founding Fellows”.
3.2 Sponsorship. Each candidate for membership must be sponsored by a current Active Fellow. A Fellow may sponsor for membership two (2) new candidates per calendar year; this right will not be affected by sponsorship of holdover candidates.
3.3 Qualifications. Each candidate for membership must show recognized contributions in the field of craniomaxillofacial surgery as a prerequisite to membership as demonstrated by academic, clinical and research accomplishments, leadership, and contributions to craniomaxillofacial surgery. No person may be proposed for membership before five (5) years following ABOMS certification.
3.3.1 Active Fellows. Candidates for Active Fellowship must be certified by the American Board of Oral and Maxillofacial Surgery or by the Canadian equivalent. Active Fellows shall have engaged in the practice of oral and maxillofacial surgery for five or more years following Board Certification. A substantial component of this practice shall have been major hospital-based craniomaxillofacial surgery as interpreted by the Membership Committee. The Candidate will electronically submit a case log of all cases operated within the 12 months preceding consideration of their application, in an Excel document in the format of the case log requirement of the American College of Surgeons. The Candidate’s CV application and case log should document significant scholarly activity that must include:
- Performance of major craniomaxillofacial surgery during the preceding 12 months.
- Participation in clinical and/or basic research particularly in projects funded following peer review;
- Publication of the results of innovative thought, data gathering research projects, and thorough reviews of controversial issues in peer-reviewed scientific media;
- Presentation at scientific meetings and/or continuing education courses at the local, regional, or national level.
- Active involvement in the education and training of residents and fellows in CMFS.
Active Fellows must attend meetings at least once every three years in order to maintain fellowship. New Fellows are encouraged to present abstracts at the annual AACMFS meeting. Fellows have the full rights of membership including the right to vote and hold office.
3.3.2 Emeritus Fellows. If an Active Fellow retires from the practice of craniomaxillofacial surgery they will be known as an Emeritus Fellow. Emeritus Fellows will not pay dues and will not be eligible to hold office but will be eligible to vote.
3.3.3 Associate Fellows. Associate Fellows will be Board certified surgeons in allied medical/surgical specialties such as Otorhinolaryngology, Plastic and Reconstructive Surgery, General Surgery, Neurosurgery, etc., and non U. S. or Canadian Oral and Maxillofacial Surgeons who otherwise meet the criteria for Fellowship. Associate Fellows may also be doctorate level individuals in other non-medical/surgical specialties such as speech pathology, or researchers with significant commitment/dedication to craniomaxillofacial surgery. Associate Fellows pay dues but may not vote or hold office.
3.3.5 Honorary Fellows. Honorary Fellows will be those craniomaxillofacial surgeons or others who have had notable careers and who are otherwise ineligible for fellowship but who are elected to Membership by majority vote of the Active Fellows. Honorary Members do not pay dues, may not vote or hold office.
3.3.6 Distinguished Fellows: The Executive Committee may recommend to the Board, AACMFS Fellows for election to Distinguished Fellowship in the Academy. Fellows recommended for election to Distinguished Fellowship in the Academy shall have rendered distinguished service to the specialty and to the AACMFS. Election is by unanimous vote of the Fellowship. Distinguished Fellows of the AACMFS do not pay dues
3.3.7 Post Graduate Member
The applicant must be an Oral and Maxillofacial Surgeon who has completed training but who does not yet meet the requirements of active fellow. The applicant must be certified by the American Board of Oral and Maxillofacial Surgery or by the Canadian equivalent. The applicant must be recommended by two active fellow sponsors. It is preferable that at least one sponsor resides in the vicinity of the applicant and that both are fully aware of his or her credentials. A substantial component of the applicants practice shall be major hospital-based craniomaxillofacial surgery as interpreted by the membership committee.
Postgraduate membership shall be for a maximum of 5 years after board certification.
Post graduate membership is not required to become an active fellow nor does it guarantee nor imply entrance into active fellowship.
The postgraduate member pays academy dues, can attend meetings, but does not vote nor hold office.
3.4 Applications and Election Process. A completed application for membership, including a letter of nomination by the sponsor of the individual(s) proposed for membership, must be submitted to the principal office of the Academy by October 1 of any year for consideration by the Executive Committee and Board of Directors. The Executive Committee reviews all applications and forwards their recommendations to the Board of Directors for their review and approval prior to the December BOD meeting. The President will distribute to the general membership a list of received applications for their comments prior to the Board meeting. The decision of the Board shall be final.
3.5 Notification of Fellowship. The Secretary shall inform each member of the Academy and the newly elected members of the results of the Board’s decision following the December BOD meeting and no later than January of the following year. The new Fellows will be informed and invited to attend the annual meeting.
3.6. Slate of Applicants for Fellowship. The Board shall prepare a slate of proposed candidates for membership based upon information obtained from the membership committee. The Board must approve the slate of new members prior to consideration by the membership. The Board may, subsequently, delete from the slate names of candidates for membership, but the Board cannot add candidate names. The Secretary shall submit the slate of candidates for voting by the membership at the annual meeting of members. No discussion from the floor will be permitted at the meeting concerning membership candidates. A simple majority affirmative vote of the members present at the meeting is necessary for election to membership. The Secretary shall inform each member of the Academy and the newly elected members of the results of all membership elections. Decisions of the Board and membership of the Academy shall be final.
3.7 Membership Size: The AACMFS membership shall not exceed 10% of the active membership of the American Association of Oral and Maxillofacial Surgeons.
ARTICLE 4
MEETINGS OF MEMBERS
4.1 Place of Members’ Meetings. Meetings of the Members will be held at the principal office of the Academy, home city of the President or at another place in the United States specified in the notice of the meeting.
4.2 Annual Meetings of Members. The first annual meeting of the Members shall be held within one year after the date of the adoption of these Bylaws. Annual meetings of the Members will be held each year at the time of day fixed in accordance with a resolution of the Board and specified in the notice of meeting.
4.3 Special Meetings of Members. Special meetings of the Members may be called by the Board, the President of the Academy, or by the Members holding not less than 25% of the total votes in the Academy. Subject to any limitations under Colorado law, the types of business that may be transacted at a special meeting of the Members shall not be limited to business within the purpose or purposes described in the notice of such meeting.
4.4 Notice of Members’ Meetings. Written notice of any meeting of the Members will be given to all Fellows entitled to vote at the meeting. The notice of any meeting will state the time and place of the meeting and the items on the agenda. . If mailed, the notice will be deemed to be delivered five business days after it is deposited in the United States mail, first-class postage prepaid, addressed to the Member at the mailing address for the Member appearing in the Academy’s records.
4.5 Quorum at Members’ Meeting. The presence at a meeting of the Members, in person or by proxy, of Members entitled to cast at least 10% of the votes in the Academy that may be cast on a matter that comes before the meeting constitutes a quorum at any meeting of the Members concerning that matter. The Members present in person or by proxy at a duly organized meeting may continue to transact business until adjournment, notwithstanding that some of the Members withdraw, leaving less than a quorum.
4.6 Vote Required at Members’ Meeting. At any meeting of the Members called and held in accordance with these Bylaws, if a quorum is present, the affirmative vote of Members entitled to cast a majority (i.e., more than 50%) of the votes, present and voting either in person or by proxy, which may be cast on a matter are necessary to adopt the matter, unless a different percentage is required by law or by the Community Documents, in which case the different requirement controls.
4.7 Officers of Meetings. At any meeting of the Members, the President of the Academy, or his designee, will act as chairman.
4.8 Expenses of Meetings. The Academy will bear the expenses of all annual and special meetings of the Members.
4.9 Waiver of Notice. A waiver of notice of any meeting of the Members, signed by a Member, whether before or after the meeting, is equivalent to giving notice of the meeting to the Member. Attendance of a Member at a meeting, either in person or by proxy, constitutes waiver of notice of the meeting except when the Member attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
4.10 Action of Members Without a Meeting. Any action required to be taken or which may be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action taken is signed by all of the Members entitled to vote on the subject matter of the action. In order for any action taken without a meeting to be effective, the written consent of a majority of Members entitled to vote on the subject matter of the action must be received by the Academy within 60 days after the earliest date upon which the Academy received any such written consent. Action taken without a meeting shall be effective when the last written consent necessary to effect the action is received by the Academy (the “Effective Date”), unless the written consents set forth a different Effective Date. Any Member submitting a written consent under this Section 4.11 may revoke such consent by a writing signed and dated by the Member describing the action and stating that the Member’s prior consent thereto is revoked, provided that such writing is received by the Academy before the Effective Date. The record date for determining Members entitled to take action without a meeting or to receive notice of such action shall be the date that the first written consent concerning the action is received by the Academy.
4.11 Action of Members by Mail Ballot. Any action required to be taken or which may be taken at a meeting of the Members may be taken by mail ballot without a meeting to the extent permitted by Section 7-127-109 of the Nonprofit Act. In order for an action taken by mail ballot to be effective: (i) the Academy must have delivered a written ballot to every Member entitled to vote on the subject matter of the action; (ii) the number of votes cast by ballot must have satisfied the quorum requirement set forth in Section 4.5 of these Bylaws; (iii) the number of approvals must have satisfied the affirmative vote requirement set forth in Section 4.6 of these Bylaws; and (iv) all ballots and ballot solicitations must have satisfied the specific requirements therefor as set forth in Section 7-127-109 of the Nonprofit Act. The written ballot will be deemed delivered five business days after it is deposited in the United States mail, first-class postage prepaid, addressed to the Member at the mailing address for the Member appearing in the Academy’s records, or if the Member has not furnished a mailing address to the Academy, then to the mailing address of the Member’s Unit.
4.12 Meetings by Telecommunication. Any or all of the Members may participate in an annual, regular, or special meeting of the Members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A Member participating in a meeting by this means is deemed to be present in person at the meeting.
4.13 Allowed Attendees. Only members of the Academy may attend meetings of the Academy; however, invitations to others may be issued upon rare occasions by special vote of the Board. Special guests may be invited to attend clinical meetings, luncheons, and dinners at the time of Special or Annual Meetings only by invitation of members of the Academy through the Secretary of the Academy. The Chair of the Local Arrangements Committee may invite guests at his/her discretion.
4.14 Annual Scientific Meeting. The Academy shall hold an Annual Meeting with both scientific and business sessions. The President of the Academy shall have the privilege of inviting, with or without the payment of guest fees, such individuals, as the Board may deem important to the success of the Annual Scientific Meeting. Officers may invite up to four (4) guests and the Local Arrangements Chair, in consultation with the President if not the same person, may invite members of local societies without numerical limitation. Invitations to participants in the program and invitations to all residents and fellows in training are not considered invitations from members for the purpose of this limitation. Residents and fellows in training may be charged an adjusted fee to be established on an annual basis. A Fellow in good standing may nominate a non-member co-investigator to present an abstract at the annual meeting and they will be charged the resident’s adjusted registration fee.
ARTICLE 5
BOARD OF DIRECTORS
5.1 The Board shall consist of 11 members. The officers: Immediate Past President, President, President Elect, Treasurer, and Secretary. 2 at large-members, and the chairs of each of the 4 Sections: Pediatrics/Craniomaxillofacial Surgery, Trauma, Head and Neck/Oncology and Reconstructive Surgery. The officers serve as the Executive Committee of the AACMFS.
5.1.1 All officers shall serve for one year – from annual meeting to annual meeting – and, beginning with the office of Secretary, shall ascend to the next office.
5.1.2 The at-large members shall serve for two staggered years and will not ascend. However, upon completion of their 2, 1 year terms they may choose to be a candidate for Secretary.
5.1.3 The Section chairs are appointed by the Executive Committee and may serve for no more than 2 successive 2 year terms.
5.1.4 The Executive Committee serves as the Nominating Committee and submits it nominations to the Board for their concurrence. Should the Board disagree with one or more of the nominees, the Executive Committee shall propose a new slate of candidates. The approved nominees then are forwarded to the Fellowship for additional nominations and a final vote.
5.1.5 The Executive Director and Executive Secretary shall serve as ex-officio members of the Board.
5.2 General Powers and Duties of The Board. The Board has the duty to manage and supervise the affairs of the Academy and has all powers necessary or desirable to permit it to do so. The Board may delegate any portion of its authority to an officer or Executive Director of the Academy. In addition, the Board may not act on behalf of the Academy to elect members of the Board or to determine the qualifications, powers and duties, or terms of office of the Board; provided, however, the Board may fill vacancies in its membership for the unexpired portion of any term.
5.3 Special Powers and Duties of Board. Without limiting the general powers and duties set forth in Section 5.1, the Board has all of the powers and duties set forth in the Nonprofit Act.
5.4 General Standards of Conduct for the Board and Officers. Each Board member shall act in good faith, with such care as an ordinarily prudent person in a like position would use under similar circumstances, and in a manner that such Board member believes is in the best interests of the Academy. In discharging his or her duties, a Board member or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the Academy whom the Board or officer believes to be reliable and competent in the matters presented; or (ii) legal counsel, public accountants or other persons as to matters which the Board or officer believes to be within such person’s professional or expert competence, so long as, in any such case, the Board or officer acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. In addition to the limitations on liability set forth in the Articles, a Board member or officer shall not be liable as such to the Academy for any act or omission as such if, in connection with such act or omission, the Board or officer performed the duties of his or her position in compliance with this Section 5.3. With regard to the investment of any funds, the officers of the Academy and members of the Board shall be subject to the standard set forth in C.R.S. § 7-128-401.
ARTICLE 6
MEETINGS OF THE BOARD
6.1 Place of Board Meetings. Meetings of the Board will be held at the principal office of the Academy, in the home city of the President, or at another place in the United States specified in the notice of the meeting.
6.2 Annual Meeting of the Board. The annual meeting of the Board will be held prior to the annual meeting of the Members. The business conducted at the annual meeting of the Board will consist of the nominations of a person to become Secretary, an at-large member, and chairs of the Sections and the transaction of other business that properly comes before the meeting. No prior notice of the annual meeting of the Board is necessary if the meeting is held on the same day and at the same place as the annual meeting of the Members at which the Board is elected or if the time and place of the annual meeting of the Board is announced at the annual meeting of the Members.
6.3 Special Meetings of the Board. Special meetings of the Board may be called by the President or a majority of the Board members.
6.4 Notice of Board Meetings. When notice is required for any meeting of the Board, notice stating the place, day, and hour of the meeting will be delivered not less than 10 nor more than 60 days before the date of the meeting, by mail, facsimile, telephone or personally, by or at the direction of the persons calling the meeting, to each Board member. If mailed, the notice will be deemed delivered five business days after it is deposited in the mail addressed to the Board at his or her home or business address as either appears in the records of the Academy, with its first-class postage prepaid. If by facsimile, the notice will be deemed delivered when facsimiled to the Board at his or her home or business facsimile number as either appears on the records of the Academy. If by telephone, the notice will be deemed delivered when given by telephone to the Board or to any person answering the telephone who sounds competent and mature at the Board’s home or business phone number as either appears on the records of the Academy. If given personally, the notice will be deemed delivered upon delivery of a copy of a written notice to, or upon verbally advising, the Board or some person who appears competent and mature at the Board’s home or business address as either appears on the records of the Academy. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
6.5 Proxies. For purposes of determining a quorum of Board members with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a Board member may be deemed to be present at a meeting and to vote if the Board has granted a signed written proxy to another Board member who is present at the meeting, authorizing the other Board member to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.
6.6 Quorum of the Board. A majority of the number of Board members fixed in these Bylaws constitutes a quorum for the transaction of business.
6.7 Vote Required at Board Meetings. At any meeting of the Board, if a quorum is present either in person or by proxy, the affirmative vote of a majority (i.e., more than 50%) of the Boards present is necessary, either in person or by proxy, for the adoption of a matter.
6.8 Waiver of Notice. A waiver of notice of any meeting of the Board, signed by a Board, whether before or after the meeting, is equivalent to giving notice of the meeting to the Board. Attendance of a Board member at a meeting in person constitutes waiver of notice of the meeting, except when the Board member attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or conveyed.
6.9 Meeting Attendance; Open Meetings; Executive Sessions.
(a) The Board may permit any Board member to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all persons participating may hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.
(b) All regular and special meetings of the Board shall be open to attendance by all Members of the Academy or their representatives. Agendas for meetings of the Board shall be made reasonably available for examination by all Members of the Academy or their representatives.
(c) The Board may hold an executive or closed door session and may restrict attendance to Board members and such other persons requested by the Board during a regular or specially announced meeting or a part thereof. The matters to be discussed at such an executive session shall be limited to: (i) matters pertaining to employees of the Academy or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the Academy; (ii) consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client; (iii) investigative proceedings concerning possible or actual criminal misconduct; (iv) matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure; (v) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; or (vi) review of or discussion relating to any written or oral communication from legal counsel. No Rules shall be adopted during an executive session.
ARTICLE 7
OFFICERS
7.1 Election of Officers. Nominations for Secretary, the at – large position and the four Section Chairs shall be made by the Nominating Committee and the membership with additional nominations submitted from the floor. Voting members present at the Annual Meeting of the Association shall elect the Officers, at-large members and Section Chairs by simple majority. A written ballot will be used when there are two (2) or more candidates for an office. New Officers’ terms of office shall begin immediately following the conclusion of the Annual Meeting.
7.2 Removal of Officers. Any officer, employee or agent appointed by the Board may be removed by the Board, with or without cause, whenever in the Board’s judgment the best interests of the Academy will be served by the removal. The removal of an officer, employee or agent will be without prejudice to the contract rights, if any, of the officer, employee or agent removed. Election or appointment of an officer, employee or agent does not itself create contract rights.
7.3 Resignation of Officers. Any officer may resign at any time by giving written notice to the President, the Secretary, or the Board at any other time, stating the effective date of his or her resignation. Acceptance of the resignation is not necessary to make the resignation effective.
7.4 Vacancies in Officers. An officer appointed to fill a vacancy will be appointed for the unexpired term of his or her predecessor in office. The appointment will be made by the Nominating Committee/Board. Should the Board have more than one candidate, the selection will be made by a simple majority vote of the Board.
7.5 President. The President shall preside at all meetings of the Academy and at all meetings of the Board. The President may make motions but will not ordinarily vote. In the event of a tie vote on any question, the President shall cast the deciding vote. Subject to the Board, the President:
a. shall be the principal executive officer of the Academy;
b. shall have general charge and supervision of the affairs of the Academy;
c. shall appoint non-elected committee chairs and members;
d. shall appoint such special committees as they may deem necessary or proper, with such duties as they may designate;
e. shall be the Academy’s liaison to international and other professional groups on all inter-societal issues;
f. shall perform such other duties as may be prescribed by the Board, or as may be incident to his/her office.
7.6 President Elect. The President Elect shall be vested with all powers and shall perform all the duties of the President in the event of the latter’s inability to act and shall perform such other duties as may from time to time be prescribed by the Board. The President-Elect shall automatically assume the duties of the President when the President completes his/her one (1) year term of office. The President-Elect shall act as Parliamentarian at all meetings of the Board and shall perform such other duties as may be prescribed by the Board.
7.7 Treasurer. The Treasurer shall assume the office and duties of the President-Elect when the President-Elect assumes the office of President. The Treasurer shall supervise the financial affairs of the Academy including oversight of staff management of:
a. the funds, receipts, and disbursements of the Academy;
b. collection of all dues, fees, and other demands owing to the Academy;
c. maintenance of the books of account, showing receipts and disbursements;
e. check writing and orders for the payment of money, pay out and dispose of the same, and invest certain funds of the Academy as the Board shall direct;
f. make a full report of the financial affairs of the Academy at each Annual Meeting, present a balanced budget for the next fiscal year for Finance Committee review 90 days prior to the beginning of the fiscal year for Board approval
7.8 Secretary. The Secretary shall assume the office and duties of the Treasurer when the Treasurer assumes the office of President Elect The Secretary shall maintain and safeguard archives of the Academy. The Secretary shall be a member of the Board. The Secretary shall keep a continuous account of history of the Academy for the use of the membership. This shall include significant information concerning each Annual Meeting, including the site of the meeting, recipients of Honors, invited Lecturers, highlights of the Scientific Program and important actions arising from the Business Meeting. The Secretary shall also record significant action of the Board at its meeting. Each three (3) years, the Secretary shall prepare the history of the Academy from the time of the last recorded history to be part of the Archives of the Academy. The Secretary shall keep:
a. general charge and custody of the books, papers, and records of the Academy are kept;
b. the minutes of the meetings of the members and of the Board are kept and distributed;
c. all correspondence is generated appropriately;
d. all notices of meetings of the members and of the Board are sent;
e. all members are notified of their status as Active, Emeritus, or Distinguished Fellows and see that an annual membership list is maintained;
f. the names of all who ceased to be members since the last Annual Meeting are announced at each Annual Meeting of the Members.
7.9 The Immediate Past President is a member of the Board, Executive Committee, and Chairs the Nominating Committee.
ARTICLE 8
COMMITTEES
8.1 Standing Sections and Committees of the Academy shall include:
a. Section on Head and Neck Oncologic Surgery
b. Section on Pediatric Craniofacial Surgery
c. Section on Craniomaxillofacial Reconstructive surgery
d. Section on Craniomaxillofacial Trauma
e. Constitution and Bylaws Committee
f. Finance Committee
g. Membership Committee
h. Nominating Committee
8.2 Committee Members and General Duties. Non-elected committee chairs and members shall be appointed annually by the President and President-Elect, except for the Nominating Committee. Each committee chair and officer of the Academy will be responsible for an annual report. The report shall also contain information regarding work done by committee members such that performance can be considered at the time of new committee appointments. This report will be due at the time of the Annual Meeting and will be sent to the President, with copies to the President-Elect and Secretary. The President-Elect will collate and review any changes for Board consideration and approval at the time of the Annual Meeting.
8.3 Nominating Committee. The Nominating Committee shall be The Executive Committee. The Chair shall be the Immediate Past President.
ARTICLE 9
MISCELLANEOUS
9.1 Amendment of Bylaws. Except as otherwise provided by the Nonprofit Act, the Board may alter, amend, or repeal these Bylaws; or adopt new Bylaws. The Bylaws may contain any provision for the regulation or management of the affairs of the Academy not inconsistent with the Nonprofit Act. The Members may also amend the Bylaws, subject to the same limitations on amendments set forth in this Section 9.1 and any other limitations set forth in the Nonprofit Act.
9.2 Compensation of Officers, Boards, and Members. No Board member or officer may receive any compensation from the Academy for serving as a Board member or officer except for reimbursement of expenses approved by resolution of disinterested Board. Agents and employees of the Academy will receive reasonable compensation, if any, approved by the Board. Appointment of a person as an agent or employee will not, itself, create any right to compensation.
9.3 Books and Records. The Academy shall keep accurate and complete books and records of account. All accounting records shall be kept using generally accepted accounting principles. All books and records of the Academy, including the Articles and these Bylaws, as amended, and minutes of meetings of the Members and the Board, may be inspected by any Member or such Member’s agent or attorney for any proper purpose. The right of inspection and copying shall be subject to any reasonable rules adopted by the Board.
9.4 Annual Report. Within 90 days of the close of each fiscal year of the Academy, the Board shall cause to be made available to each Member, upon reasonable notice to the Academy, an annual report of the Academy containing (a) an income statement reflecting income and expenditures of the Academy for such fiscal year; (b) a balance sheet as of the end of such fiscal year; (c) a statement of the place of the principal office of the Academy where the books and records of the Academy, including a list of names and addresses of current Members, may be found.
9.5 Audit. At the discretion of the Board, or upon the request of at least one-third of the Members, the books and records of the Academy shall be subject to audit.
9.6 Corporate Reports. The Academy will file with the Secretary of State of Colorado, within the time prescribed by law, corporate reports on the forms prescribed and furnished by the Secretary of State and containing the information required by law. The Academy will pay the fee for the filing as prescribed by law.
9.7 Fiscal Year. The fiscal year of the Academy shall be determined by the Board.
9.8 Shares of Stock and Dividends Prohibited. The Academy may not have or issue shares of stock, and may not pay any dividend or distribute any part of the Academy’s income or profit to its Members, Board, or officers. Notwithstanding the foregoing, the Academy may issue certificates evidencing Membership, may confer benefits upon its Members conforming with its purposes, and, upon dissolution or final liquidation, may make distributions as permitted by law. No such payment, benefit, or distribution will be deemed to be a dividend or distribution of income or profit.
9.9 Minutes and Presumptions Thereunder. Minutes or any similar records of the meetings of the Members or the Board, when signed by the Secretary, an Assistant Secretary, or acting Secretary of the meeting, are presumed to truthfully evidence the matters set forth in the minutes or records. A recitation in any such minutes that notice of the meeting was properly given is prima facie evidence that the notice was given.
9.10 Checks, Drafts, and Documents. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Academy, will be signed or endorsed by such person or persons, and in such manner as the Board determines by resolution from time to time.
9.11 Dues. Each Member shall pay a fee at the time of his/her admission to membership. In addition, each Member except Honorary Fellows shall pay annual dues. All amounts (dues and application fees) so collected shall be confirmed annually by the Board and shall be payable in United States currency and shall be applicable to the payment of the general expenses of the Academy. The amount of the annual dues and/or initiation fee may be raised or lowered in any year by recommendation of the Board. Notwithstanding any provisions of this Section 9.11 to the contrary, Emeritus Fellows shall pay no dues. The Treasurer shall send to any Member whose dues shall be more than ninety (90) days in arrears a statement thereof and in the event payment is not made within sixty (60) days thereafter such Member may, by resolution of the Board, be dropped from membership. Notice of membership dues will be mailed in early December, and dues will be payable by January 10.
9.12 Amending Bylaws: The Board may propose amendments or additions to the Bylaws to the Fellowship consistent with 9.1. Bylaws revisions require a 2/3 vote by the Fellowship.
9.13 Dissolution of the Academy: The Board may recommend dissolution of the Academy to the Fellowship. Dissolution requires a simple majority vote of the Fellows present at a duly called meeting of the Academy. Upon dissolution of the Academy, all assets remaining after payment of all creditors shall be distributed to the Oral and Maxillofacial Surgery Foundation of the AAOMS.
CERTIFICATION OF ADOPTION
I, Julia Kneedler, as Secretary of the American Academy of Craniomaxillofacial Surgeons, Inc. certify that these Bylaws of the American Academy of Craniomaxillofacial Surgeons, Inc. were duly adopted the 30 day of May, 2015, by the Board of Boards of the American Academy of Craniomaxillofacial Surgeons, Inc.
By: Julie Kneedler
Title: Secretary
DATE OF REVISION: JUNE 17, 2013 NOTE: BYLAWS HAVE BEEN REVISED AND WILL BE PRESENTED TO THE BOARD OF DIRECTORS FOR APPROVAL IN AUGUST 2013. REVISED SECTION 3.4 AND 3.5 IN MAY 2014.
LAST REVISION MAY 2015.