Constitution & Bylaws (Last Amended 1/30/2007)
ARTICLE I: Name
The name of this organization shall be "J. Robert Gladden Orthopaedic Society", organized under the laws of the State of Illinois as a non-profit, non-stock corporation and not authorized to issue any capital stock.
ARTICLE II: Purpose
The purpose of this Society and organization is for scientific, educational and charitable activities, to be carried on for the purpose of encouraging, promoting, and advancing the science and medical art and practice of orthopaedic surgery amongst under-represented minorities; to encourage the education of the general minority population in the practice and availability of orthopaedic care by developing, publishing and copyrighting educational materials; and to encourage and to support orthopaedic related studies of minority populations.No part of the net earnings of the Corporation shall inure to the benefit of any private shareholder or individual; no substantial part of the activities of the Corporation is carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. The corporation shall possess all powers which a corporation organized under the General Not-For-Profit Corporation act of the State of Illinois, as the same from time to time may be amended shall possess; all powers which are not in conflict with the aforesaid purposes for which the corporation is organized, including but not limited to the power to purchase, take, receive, lease as Lessee or Lessor, take by gift, devise or bequest, or otherwise acquire, own, hold, use, invest in or out of the State of Illinois, sell, convey, pledge, mortgage, assign and otherwise transfer or dispose of all or any part of its property and assets; from time to time use, distribute, contribute, expend, donate, apply and appropriate all of its property and assets; and all proceeds and avails thereof and income and profit derived therefrom exclusively for charitable, scientific or literary purposes; provided, however, the corporation shall not engage in any business which would disqualify it from being exempt from taxation under Sections 501 (a) or (c-3) of the 1954 Internal Revenue Code, as amended, or any subsequent law of the United States of America.
ARTICLE III: Membership
Section 1: There shall be seven (7) classes of membership; namely, Active, Resident/Fellow, Affiliate, Medical Student, Emeritus, Inactive and Honorary.
Section 2: Active members shall be limited to physicians certified (or board eligible) by the American Board of Orthopaedic Surgery or Fellows of the Royal College of Surgeons of Orthopaedics in Canada and pursuing careers exclusively in orthopaedic surgery
Section 3: Resident/Fellow members shall be those physicians who are engaged in residency or fellowship training programs for orthopaedic surgery.
Section 4: Medical Student members shall be those currently enrolled in medical school and who are interested in pursuing a career in orthopaedic surgery.
Section 5: Affiliate members shall include those who are allied health care providers with a strong interest in orthopaedics who support the purpose and goals of the J. Robert Gladden c Society.
Section 6 Emeritus members shall be those Active members who have attained the age of 65 years, have completely retired from medical practice and have submitted a written request to the Board of Directors.
Section 7: Inactive members shall be limited to those Active, or Affiliate members who have withdrawn from active practice. Inactive status may be obtained by members upon written request to and by approval of the Board of Directors.
Section 8: Honorary members shall be those persons practicing orthopaedic surgery, other branches of medicine or in the basic sciences, making significant contributions to orthopaedic education.
Section 9: Members may join the Society by election by a majority vote of the general membership after approval by the Membership Committee at the next business meeting after submission of the application. The Membership Committee shall designate the category of membership.
Section 10: Active, Resident/Fellow, Affiliate, Medical Student members shall be required to pay all dues and assessments.
Section 11: (Voting Rights) All Active, Affiliate and Emeritus members in good standing may cast votes on matters before the Society. Medical Student, andResident/Fellowmembers may speak on the floor and may serve on committees but are not entitled to a vote.
Section 12: Active and Emeritus members are eligible to hold office in the organization. Affiliate, Medical Student and Resident/Fellowmembers may not hold office but may be appointed to committees, including the Executive Committee, in order to provide representation to their class of membership.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: General Powers: The property and affairs of the Society shall be managed by its Board of Directors. The Board of Directors shall be elected biannually by the members atstaggered intervals. The Board of Directors shall serve as the Executive Committee as set forth in Article VII Section 1.
Section 2: Number, tenure and qualifications: The number of Directors shall be at least seven (7), but no more than fifteen (15). The members of the Board of Directors shall consist of the following: President, Vice-President, Secretary, Treasurer, two Members-at-Large, two immediate Past-Presidents who shall serve as ex-officio members and the Senior Advisory Board which is comprised of all retired Board Members. Each Director shall hold office until their successor shall have been elected and qualified.
members that have served out their term, or at a earlier time if so desired, may elect to serve on the Senior Advisory Board. These Board members will not be required to attend meetings, serve on committees etc. The time of their service will equal the time that they have served on the regular Board.
Section 3: Regular meetings: A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw. The Board of Directors may provide by resolution the time and place within the United States of America for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4: Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place within the United States as a place for holding any special meeting of the Board called by them.
Section 5: Notice: Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by written notice delivered personally or sent by mail, telephone, or telegram to each Director as their address and telephone number is shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. A Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section 6: Quorum: A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time-to-time without further notice.
Section 7: Manner of Acting: The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 8: Vacancies: Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
ARTICLE V - OFFICERS
Section 1: The officers of the Society shall consist of the following: President, Vice-President, Past-President, Secretary, Treasurerand Executive Director.
Section 2: All officers shall be elected at the annual business meeting and the names presented by the Nominating Committee or by nominations from the floor by a majority of those present and voting. All officers shall be members of the Board of Directors.
Section 3: They shall serve for one two year term.
ARTICLE VI - DUTY OF THE OFFICERS
Section 1: President: Following his/her succession to the Chair, the President shall preside at all meetings of the members, and shall serve as ex-officio member of all committees. The President shall be the Chairman of the Executive Committee.
Section 2: The Vice-President shall serve as a member of the Executive Committee and assist the President as he/she is requested.
Section 3: The Vice-President shall preside at all business meetings in the absence of the President.
Section 4: The Secretary shall be responsiblefor the recordingof all meetings of the members and of the Executive Committee and shall keep all records and information pertaining to the history of the Society. The Secretary shall keep in good order all reports, papers and records presented at meetings by the members of the Society and shall prepare and preserve an historical account of the activities of the Society.
Section 5: The Treasurer shall keep the books or accounts of the Society and shall cause to be prepared an annual audit report for presentation at the business meeting of the Society annually. The Treasurer shall have custody of, and be responsible for all funds, securities, and other properties of the Society, and shall deposit all such funds in the name of the Society in such banks or other depositories as shall be elected by the Executive Committee. He/she shall be responsible for the collection of dues and assessments of the membership and shall disperse all funds as required.
ARTICLE VII - COMMITTEES
Section 1: Executive Committee: The Executive Committee shall be composed of the officers of the Society, namely the President, Vice-President, Secretary, Treasurer, Past-President. and Executive Director. The Executive Committee shall be the administrative authority of the Society and shall supervise all its activities and determine its policy. It may, by a majority vote, invite any member of another committee, or any member-at-large to participate in its deliberations at a given meeting. It shall hold a meeting prior to the annual business meeting and other such times as the President may designate. The Executive Committee shall receive all complaints against members and act upon them according to Article X.
Section 2: Membership Committee: The Membership Committee shall be appointed by the Executive Committee and consist of no more than seven (7) members and shall serve terms of three (3) but not more than six (6) years. The Chair shall attend the meetings of the Board of Directors where he/she shall have a voice but no vote. The Chair will be appointed by the Executive Committee.
Section 3: Nominating Committee: The Nominating Committee shall consist of the Executive Committee and two (2) members chosen by the Board of Directors. The elected members shall serve for terms of one two year term. The Immediate Past-President shall serve as Chair.
Section 4: Scientific Committee: The Scientific Committee shall be appointed by the Executive Committee. The Scientific Committee's purpose shall be to design and oversee projects of orthopaedic education and/or research and shall consist of no more than four (4) members, serving for terms of four (4) but no more than eight (8) years of whom one shall be designated as Chair. The Chair shall attend the meetings of the Board of Directors where he/she shall have a voice but no vote.
Section 5: Mentoring Committee: The Mentoring Committee shall be appointed by the Executive Committee and consist of no more than three (3) members and shall serve terms of three (3) but no more than six (6) years. The Chair will be appointed by the Executive Committee. The Chair shall attend the meetings of the Board of Directors where he/she shall have voice but no vote.
Section 6. The Finance Committee:
Section 7: Ad Hoc Committees: Ad-Hoc Committees may be appointed by the Executive Committee. The number of committee members and length of service shall be determined by the Executive Committee.
ARTICLE VIII - MEETINGS
Section 1: Meetings of the members shall be held at the discretion of the Executive Committee. Roberts' Rules of Order shall be the authority in the conduct of these meetings. Advance notice of regular meetings shall be given by circular to the members of the Society or notice shall be published in the regular publications of the American Academy of Orthopaedic Surgeons.
Section 2: Attendance of guests at meetings will be at the discretion of the Executive Committee.
ARTICLE IX - NOMINATION AND ELECTION OF MEMBERS
Section 1: A candidate for Active, Resident/Fellow and Medical Studentmembership will submitapplication for membership.Applicants for Resident/Fellowship membership will provide documentation from their programs of their status in training. Applicants for Medical Student membership will provide letters from their Dean or Registrar regarding their registration in medical school. Applicants for Affiliate membership will provide a Curriculum Vitae.
Section 2: The application of each candidate shall be referred to the Membership Committee, which shall determine the candidate's eligibility. Upon approval of the committee, the candidate's name will be submitted to the next business meeting of the Society for consideration. New members must be approved by the majority of the voting members present. If a candidate is disapproved, he/she will be informed of their rights to appeal this decision. The appeal must be made by the candidate in writing to the Executive Committee within fourteen (14) days of such notification. Upon receipt of this request, the Chairman of the Executive Committee shall arrange a meeting of the Executive Committee to be held within sixty (60) days.
Section 3: Honorary membership may be conferred by a majority vote of the Executive Committee. Candidates for Honorary membership shall be proposed by the Membership Committee.
ARTICLE X -
FORFEITURE OF MEMBERSHIP
Section 1: Any member may be recommended for expulsion for causes deemed sufficient by the Executive Committee. Final determination of expulsion will be by a majority vote of the general membership of the J. Robert Gladden Orthopaedic Society at a general or special meeting.
ARTICLE XI - PAYMENT OF DUES AND ASSESSMENTS
Section 1: All dues and assessments shall be due and payable within ninety (90) days from the receipt of statement.
Section 2: Penalty may be applied by the Board of Directors if all dues and assessments are not paid within three (3) months of the receipted statement of original statement. Non-compliance within three (3) months of receipt of statement shall result in suspension after consideration by the Executive Committee. A member shall be removed from the roster after one (1) year. A member may be considered for reinstatement by the Executive Committee upon payment of all past dues.
Section 3: All dues and assessments are waived for the following members: Emeritus members, inactive members or members serving in the Armed Forces of the United States of America or Canada under combat conditions or under hazardous duty assignment.
ARTICLE XII - AMENDMENT OF THE CONSTITUTION AND BY-LAWS
Section 1: Proposals to amend the Constitution and Bylaws may be presented in writing at any Executive Committee meeting and be signed by five (5) Active members.
Section 2: The proposed amendment shall be circulated to members in advance of the next meeting. A three-quarter vote of those present and voting shall be required to pass an amendment to the Constitution and Bylaws.
ARTICLE XIII -SPECIAL REPRESENTATIVES
The J. Robert Gladden Orthopaedic Society will be officially represented to other organizations only by an officially elected or appointed representative. If not appointed by the Executive Committee, the appointment must be confirmed at the next regular meeting of the Society by simple majority of the voting members present.
ARTICLE XIV - DISSOLUTION
In the event of the dissolution or final liquidation of the Society, all of its assets remaining after payment of its obligations shall have been made or provided for, shall be distributed to such corporations, foundations, or other organizations operated exclusively for scientific and educational purposes consistent with those of the Society and shall be designated by the Board of Directors.
