BYLAWS OF THE ARTHROSCOPY ASSOCIATION OF NORTH AMERICA
NAME AND OBJECT
Section 1.01 Name. The name of this corporation is the “Arthroscopy Association of North America” hereinafter referred to as the “Association” or “AANA”.
Section 1.02 Objectives. AANA was created for the purpose of fostering and disseminating education and research in the orthopaedic surgical subspecialty of arthroscopy (and related surgery) for the benefit of its members, other medical practitioners, and the public.
The Association shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and may have such other offices within or without the State or the United States as the Board of Directors of the Association may from time to time determine.
Section 3.01 Status. Membership in the association is dependent upon the candidate adequately demonstrating compliance with the requirements for membership and shall be contingent upon continued compliance with the Articles of Incorporation and Bylaws of the association, such rules and regulations as may be promulgated by the Board, and the payment of Association dues.
Section 3.02 Categories. Membership in the Association shall consist of eight categories: Active, Founding, Associate, Advanced Practitioner, Honorary, Emeritus, Resident, and International. Membership shall be available to individuals interested in the objectives of the association, upon application and election, as provided in these Bylaws, and in accordance with regulations and criteria as the Board of Directors may from time to time enact.
Section 3.03 Application And Election. Application for membership shall be made to the Secretary or his or her designee in writing on a form provided by the Association, and the application shall be considered by the Membership Committee or Board of Directors on a quarterly basis in conjunction with their quarterly meetings such a manner as it shall prescribe. In the event of an adverse action by the Board of Directors as to an application for membership, the candidate will be promptly notified of the Board’s decision and may re-apply if and when eligible, as provided in these Bylaws.
Section 3.04 Change of Status. In any case where the status of a member changes during the year so that the individual becomes eligible for a different category of membership than that to which he or she presently belongs, the Secretary, upon receipt of appropriate information, shall reclassify such member.
Section 3.05 Resignation. A member not in default in payment of dues may at any time file in writing with the Secretary his or her resignation, which such resignation shall be effective on the date specified in the written resignation.
Section 3.06 Member Conduct. The Board of Directors may take disciplinary action with respect to any member in the event that the Board determines, that such member has engaged, or is engaging in misrepresentation, fraudulent, unethical or unprofessional conduct, or in a course of conduct otherwise inimical to the objectives of the Association. Such disciplinary action may consist of censure, suspension or expulsion.
- Disciplinary Procedures. Whenever any member of this Association or any other person in interest shall submit a written complaint to the Association’s Executive Director that a member has engaged, or is engaging in misconduct as described in Section 3.06(a), the complaint and matter of any possible discipline of the member shall be referred to the Executive Committee for investigation. If, after investigation, the Executive Committee determines that the facts stated in the complaint would, if proven, constitute misconduct as described in Section 3.06(a), and that disciplinary action against the member may be warranted, then the Committee shall schedule a meeting at which the member may present his or her defense.
If the Executive Committee ultimately determines, by a two-thirds (2/3) vote of its members entitled to vote, that there is probable evidence to sustain the complaint and that disciplinary action against a member is warranted, then the Committee shall submit to the Board of Directors a written report so stating and further recommending such disciplinary action. The Board shall schedule a meeting at which the member may present his or her defense.
Section 3.07 Specific Requirements For Membership Categories. The Board of Directors is authorized to adopt from time to time eligibility criteria for each category of membership. Failure to comply with such criteria, as adopted, shall result in denial or termination of membership.
- Active Members. Medical and osteopathic doctors certified by the American Board of Orthopaedic Surgery, the Royal College of Physicians and Surgeons of Canada, the American Osteopathic Association, or the Consejo Mexicano de Orthopedia who practice or reside in the Continent of North
America are eligible for membership. Active members shall pay dues to the association. Active Members shall have the right to vote at all meetings of the members of the Association, may serve on committees and may hold office.
Founding Members. Those individuals who initially qualified for admission to the association as Active members and who, on or before December 31, 1981, paid a membership fee, shall be considered founding members of the Association. Founding members shall have all the rights, privileges and obligations of Active members.
- Associate Members. Medical and osteopathic doctors who have completed an orthopaedic surgery residency, certified by or awaiting application for certification by the American Board of Orthopaedic Surgery, the Royal College of Physicians and Surgeons of Canada, the American Osteopathic Association, or the Consejo Mexicano de Orthopedia, who practice or reside in the continent of North America are eligible for membership. Associate members pay dues. Associate members may participate in meetings and educational courses, may serve on committees at the request of the President, but shall have no voting rights and shall not hold office.
- Honorary Members. An individual who through a past demonstration of dedication and interest is, in the opinion of the Board of Directors, worthy of special recognition, shall be granted an honorary membership in the Association. Such membership shall be granted only by unanimous approval of the Board of Directors. Honorary members shall not be entitled to vote at meetings of the members of the Association, nor shall they be obligated to pay dues to the Association. Honorary members may serve on committees but may not hold office.
- Emeritus Members. Any Active member who is no longer evaluating and treating patients and has been a member for a minimum of 10 years shall be eligible to become an emeritus member. Emeritus members shall not be entitled to vote at meetings of the Association, nor shall they be obliged to pay dues to the Association. Emeritus members shall not be eligible to hold elected office in the Association, but may serve on committees.
- Advanced Practitioner Members. Non-orthopaedic surgeons who are ineligible for Active membership and demonstrate an advanced level of knowledge or contributions in the science of arthroscopy are eligible for Advanced Practitioner membership. The category includes individuals with the following degrees: MD, DO, DDS, DMD, DVM, EdD, ATC, PT, and RN. Advanced Practitioner members shall pay dues. Advanced Practitioner members shall participate in meetings and educational courses, may serve on committees at the request of the President, but shall have no voting rights and shall not hold office.
- International Members. Medical and osteopathic doctors certified by the Orthopaedic Board or college in the country where they practice or had training that corresponds to that required by the American Board of Orthopaedic Surgery, the Royal College of Physicians and Surgeons of Canada, or the Consejo Mexicano de Orthopedia, are eligible for membership as International members. International members shall pay dues to the association. International members shall have voting rights, may hold office and may serve on committees.
- Resident/Fellow Members. Medical or osteopathic physicians who are enrolled in a certified orthopaedic residency program or enrolled in a fellowship within North America are eligible for membership as Resident/Fellow members. Resident/Fellow members shall not be eligible to vote, serve on committees, or hold office. Membership in this category will automatically convert to Associate membership with the completion of the residency/fellowship program. Fellow status ends 2 years post resident graduation.
- Senior Members. Any Active member who is at minimum 65 years of age, no longer surgically operating, and has been an active member for over 10 years shall be eligible to become a senior member. Senior members shall pay dues to the association. Senior Members shall have the right to vote at all meetings of the members of the Association, may serve on committees and may hold office.
Section 3.08 Criteria for Continued Membership. The Board of Directors is authorized to adopt from time to time eligibility criteria for continued membership in the Association; such criteria may include, but need not be limited to, evidence of continued medical education. Failure to comply with such criteria, as adopted, shall result in termination of membership unless otherwise determined by the Board.
- Meetings. Members must attend one AANA CME accredited meeting every three years. (Note: Attendance at the Specialty Day Meeting or courses sponsored by other organizations at the OLC does not fulfill this requirement.) Failure to do so will be cause for termination of membership. Reinstatement in the Association will require formal reapplication, as with a new candidate. Honorary, Emeritus, Advanced Practitioner, International, and Resident/Fellow membership categories are exempted from this requirement.
- Excused Absence. The Board of Directors may, at its discretion and under unusual circumstances, excuse absence from meeting attendance. Requests must be submitted in writing to the Board of Directors specifying the specific circumstances and, when appropriate, accompanied by adequate documentation.
Section 4.01 Annual Dues. The Board of Directors shall establish the annual dues for each category of membership within the association. Such rates shall become effective at the beginning of the calendar year next following their establishment or at such other time as designated by the Board and shall remain in effect for each succeeding year unless and until changed by the Board.
Section 4.02 Date Payable. All dues, unless otherwise directed by the Board of Directors, shall be due and payable in advance on the first day of each calendar year or, for new members, on the date of admission. At the time an individual is elected to membership the member shall pay dues for the entire year in which he or she shall be elected, except that any individual who becomes a member after September first in any year shall pay dues only for the period commencing on the next succeeding January first.
Section 4.03 Default in Payment. If dues are not paid within sixty (60) days of the date on which they become due and payable, the Secretary shall notify the member in default and, if said dues are not paid within one hundred eighty (180) days thereafter, all privileges of membership shall be suspended until all arrears are paid in full. At any time within two (2) years after the date when dues are first required to be paid, a member who has been suspended may be reinstated upon the payment of all dues in arrears and all dues payable at the time of reinstatement together with such penalty fee, if any, which may be established by the Board of Directors. After two (2) years, membership shall be terminated. Reinstatement in the association will require formal re- application as with a new candidate. The Board of Directors in its discretion may modify the provisions of this section, effective for such periods as the Board shall determine.
Section 4.04 Exemption From Dues. The Board of Directors shall determine whether any member or class of members shall be exempt from the payment of dues and the period for which said exemption shall continue.
MEETINGS OF THE MEMBERSHIP
Section 5.01 Regular Meetings. There shall be an annual business meeting and other meetings of the association as deemed appropriate by the Board of Directors. The time and place of such meetings shall be designated by the Board and announced not less than thirty (30) days but more than sixty (60) days [NB1] before the date of the meeting. At the annual business meeting of the association, the eligible members will elect directors and officers of the association and shall transact such other business as deemed appropriate.
Section 5.02 Special Meetings. Special meetings of the association may be called by the President; or in the President’s absence, by the first Vice President; upon resolution of the Board of Directors; or upon the written petition of not fewer than one- tenth (1/10) of the membership then entitled to vote. The object(s) of the meeting shall be stated in writing. It shall be the duty of the Secretary to determine the date, place and time of the meeting. The Secretary shall notify the membership in writing at least (30) days prior to the date of the special meeting.
Section 5.03 Quorum And Manner Of Acting. A quorum at any regular or special meeting of the association shall consist of twenty (20) Active or Founding members.
Section 5.04 Voting Rights And Privileges. Each Active and Founding member of the Association who is not in arrears in the payment of dues and who otherwise is in good standing in the association shall be entitled to one vote at any regular or special meeting of the association. All votes shall be cast in person unless the Board determines in advance of the vote to use a mail ballot. No proxy voting shall be allowed. Cumulative voting.
Section 5.05 Parliamentary Authority. The rules contained in “Robert’s Rules of Order Revised” shall govern the association in all cases to which they are applicable, and are not inconsistent with these Bylaws.
BOARD OF DIRECTORS
Section 6.01 General Powers. The affairs of the association shall be managed by the Board of Directors. The Board of Directors shall have full power and authority to conduct, manage, and direct the business and affairs of the association, and all powers of the association, except those specifically reserved or granted to the members by the Articles, these Bylaws or as may otherwise be granted by law, are hereby granted to and vested in the Board of Directors.
Section 6.02 Number, Tenure And Qualification. The Board of Directors shall consist of the officers of association (President, First Vice President, Second Vice President, Secretary, Treasurer), seven (7) elected directors, one being an individual 45 years of age or younger, and the Immediate Past President and the Penultimate President of the association. Each elected director shall hold office for three (3) years or until a successor shall be elected and qualified, or until death, resignation or removal necessitates earlier election of a replacement. The initial terms of the directors shall be established such that staggered terms are created, with two (2) directors being elected each year. Each director must be an Active member of the association. Elected directors may succeed themselves in office for one (1) additional term, but no elected director may serve for more than two (2) successive terms of office.
Section 6.03 Nominations. During each annual meeting of the Association, the Nominating Committee shall submit to the membership its nominations for directors and officers. The Nominating Committee shall submit to the membership not more than two (2) nominations for each position to be filled. Other nominations may be made from the floor at such meeting by any duly qualified voting member of the Association.
Section 6.04 Election of Directors. Except in the case of vacancies, elected directors shall be elected by the members at the Annual Meeting of the association. The candidates receiving the greatest number of votes up to the number of directors to be elected shall be the duly elected directors.
Section 6.05 Meetings.
- Regular Meetings. Regular meetings of the Board of Directors shall be held at such date(s), time(s) and place(s) as shall be designated by the President. At such meetings, the Board of Directors shall transact such business as may be properly brought before the meeting. Notice of such regular meetings need not be given unless otherwise required by law or these bylaws.
- Special Meetings. Special meeting of the Board of Directors may be called by or at the request of the President of the association; or in the absence of the President, by the First Vice President or by the petition of not fewer than two (2) of the directors then in office. Notice of each such special meeting shall be given to each director in writing at least seven (7) days before the date on which said meeting is to be held. Every such notice shall state the date, time, place and object(s) of the meeting.
Section 6.07 Quorum, Manner of Acting, and Adjournment. A majority of the directors in office who are entitled to vote shall be present at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote unless otherwise specified in these Bylaws. Except as otherwise specified in the Articles or these Bylaws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.
Section 6.08 Compensation. Directors shall not be paid compensation for their services as directors. However, nothing herein contained shall be construed as prohibiting payment of compensation to an individual who serves as a director for services rendered to the Association in another capacity. Furthermore, each director shall be reimbursed for such reasonable costs as shall be approved by the Board of Directors for each meeting of the Board of Directors or committee of the Board which the director shall attend or for such other activities as he may engage in on behalf of the Board and at its direction.
Section 6.10 Vacancies. The Board of Directors may declare vacant the office of a director if that director is declared of unsound mind by an order of a court, or convicted of a felony, or for any other proper cause, or if within sixty (60) days after notice of his selection, the individual elected does not accept such office either in writing or by attending a meeting of the Board of Directors. Any vacancy or vacancies arising as to elected directors on the Board of Directors because of death, resignation, removal in any manner other than under the provisions of Section 7.11 of this Article, disqualification, an increase in the number of directors, or any other cause, may be filled by a majority vote of the remaining members of the Board of Directors, though less than a quorum, at any regular or special meeting. Each person so elected shall be a director and shall serve for the balance of the unexpired term.
Section 6.11 Removal. At any meeting called for the purpose of removing directors, the entire Board of Directors or any individual director may be removed from office for cause by the vote of two-thirds of the voting members present and voting whenever in their judgment the best interests of the Association would be served thereby. However, no director shall be removed unless written notice of such meeting is delivered to all members entitled to vote on removal of directors which states that the purpose of the meeting is to vote upon the removal of one or more directors named in the notice. Only the named director or directors may be removed at such meeting. No vote to remove any director shall be taken until each director proposed for removal shall have been given an opportunity to be heard by the members. In case the Board or any one or more directors are so removed, new directors may be elected at the same meeting.
Section 6.12 Resignations. Any director of the Association may resign at any time by giving written notice to the President or the Secretary of the association. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.13 Executive Committee. There shall be an Executive Committee of the Board of Directors which shall be made up of the officers (President, First Vice President, Second Vice President, Secretary, Treasurer) of the association and the two (2) previous Past Presidents, with the President serving as Chairman. The Executive Committee shall have and exercise the full authority of the Board of Directors in the management of the association when the Board of Directors is not in session. The Executive Committee shall act only in the intervals between meetings of the Board of Directors, and shall be subject at all times to the control and direction of the Board.
A minimum of four (4) voting members of the Executive Committee shall constitute a quorum; the acts of a majority of those members present at a meeting at which a quorum is present shall constitute the acts of the Executive Committee. When The Treasurer-elect office is filled, the Treasurer-Elect shall serve on the Executive Committee without the right to vote. All actions taken by the Executive Committee must be reviewed and approved by the Board at the next duly convened meeting of the Board.
The Executive Committee shall have and exercise all of the powers and the authority of the Board of Directors in the management of the business and the affairs of the association except as prohibited by law.
Section 7.01 Number, Qualifications, and Designations. The officers of the association shall consist of the following: President, First Vice-President, Second Vice-President, Secretary, Treasurer, and in those years in which the following office is filled, a Treasurer-Elect, and such other officers as may be elected in accordance with the provisions of Section 8.03 of this Article. The Treasurer-Elect, when this office is filled, serves without the right to vote.
Section 7.02 Election and Term of Office. The elected officers of the association shall be elected from among the Active members by the membership at the Annual Meeting for a term of one (1) year. No officers shall be eligible to succeed themselves through re-election to the same office except the Treasurer and the Secretary who are eligible to succeed themselves through re-election for two (2) additional successive terms, for a maximum of three successive terms in office. Each officer shall hold office until a successor shall have been elected and qualified, or the officer has been automatically advanced to the next higher office as hereinafter provided, or until earlier death, resignation, or removal. Upon completion of one term of office, the President becomes the Immediate Past President of the Association and shall serve as an ex-officio member of the Board of Directors and the Executive Committee for two (2) years with the right to vote. Upon completion of one term of office as First Vice President, the First Vice President shall succeed to the office of President. Upon completion of one term of office as Second Vice President, the Second Vice President shall succeed to the office of First Vice President. Upon completion of one term of office as Treasurer-Elect, the Treasurer-Elect shall succeed to the office of Treasurer.
Section 7.03 Subordinate Officers, Committees and Agents. The Board of Directors may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the association may require, including one or more Assistant Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws, or as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees employees, or other agents.
Section 7.04 Executive Director. The Board of Directors shall be authorized to employ an administrative agent of the Association who shall be designated Executive Director. The Executive Director shall possess such authority and be subject to such limitations as from time to time shall be imposed upon him or her by the Board of Directors. The Executive Director shall act as an advisor to the Board of Directors, and shall report to the Board through the President.
Section 7.05 General Powers. All officers of the association shall respectively have such authority and perform such duties in the management of the property and affairs of the Association as may be determined by resolutions or orders of the Board of Directors, or, in the absence of controlling provisions in resolutions or orders of the Board of Directors, as may be provided in these Bylaws.
Section 7.06 The President. The President shall preside at all meetings of the membership and all meetings of the Board of Directors and the Executive Committee. The President shall be the chief elected officer of the association and shall have general supervision over the activities and operations of the association, subject, however, to the control of the Board of Directors. The President shall sign, execute, and acknowledge, in the name of the Association, deeds, mortgages, bonds, and other instruments, authorized by the Board of Directors, shall be an ex-officio member of each committee of the association other than the Nominating Committee; and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned by the Board of Directors. Upon completion of one term of office, the President becomes the Immediate Past President and shall serve as an ex-officio member of the Board of Directors and the Executive Committee for two (2) years with the right to vote.
Section 7.07 First Vice President. The First Vice President of the association shall perform the duties of the President in the absence or incapacity of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The First Vice President also shall perform such other duties as may from time to time be assigned by the Board of Directors or by the President. Upon completion of one term of office as First Vice President, the First Vice President shall succeed to the office of President.
Section 7.08 Second Vice President. The Second Vice President shall perform the duties of the First Vice President in the absence or incapacity of the First Vice President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the First Vice President. The Second Vice President also shall perform such other duties as may from time to time be assigned by the Board of Directors or by the President. Upon completion of one term of office as Second Vice President, the Second Vice President shall succeed to the office of First Vice President.
Section 7.09 Secretary. The Secretary shall attend all meetings of the membership, Board of Directors and the Executive Committee. The Secretary will record the minutes and votes from all meetings. And, in general, shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned by the Board of Directors or the President. The Secretary shall serve for a one (1) year term of office and shall be eligible for two (2) additional successive terms of office upon re-election to the office at successive annual meetings.
Section 7.10 Treasurer. The Treasurer shall have charge of or provide for the custody of the funds or other property of the Association. The Treasurer will periodically report the financial condition of the Association to the Board of Directors and members. The Treasurer will also perform all of the duties incident to the office of Treasurer and such other duties as may from time to time be assigned by the Board of Directors or by the President. The Treasurer shall serve for a one (1) year term of office and shall be eligible for two (2) additional successive terms of office upon re-election to the office at successive Annual Meetings. The Treasurer may delegate obligations of this office as appropriate to the association’s Executive Director, in accordance with the policies of the Board of Directors.
Section 7.11 Treasurer-Elect. At the annual meeting preceding the mandatory retirement of the current Treasurer, a Treasurer-Elect shall be elected to serve for a one (1) year term of office. The Treasurer-Elect shall succeed to the office of Treasurer upon the expiration of the incumbent Treasurer’s term of office, or upon the Treasurer’s earlier death, resignation or removal. The Treasurer-Elect, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of, and be subject to all restrictions upon, the Treasurer. The Treasurer-Elect shall serve as an ex-officio member of the Board of Directors and the Executive Committee without the right to vote. The Treasurer-Elect shall perform such other duties as may from time to time be assigned by the President or the Board.
Section 7.12 Resignations. Any officer or agent may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the association. Any such resignation shall take effect on the date of the receipt of such notice or at any time later specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7.13 Removal. Any officer, committee, employee or other agent of the association may be removed, either for or without cause, by the membership, the Board of Directors or other authority which elected or appointed such officer, committee or agent whenever in the judgment of such authority the best interests of the association will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
Section 7.14 Vacancies. A vacancy in any office, which vacancy is not filled through automatic succession, because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board of Directors or by the officer or committee to which the power to fill such office has been delegated, and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion of the term. However, a vacancy in the office of Second Vice President or Secretary-Elect or Treasurer-Elect shall not be filled by the Board, but rather, shall be filled through election at the next annual or special meeting of the Membership.
The association shall provide for the indemnification of the officers, directors, employees and agents of the association to the full extent permitted by the General Not-For-Profit Corporation Act of the State of Illinois, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors.
Section 9.01 Standing Committees. There shall be the following standing committees, in addition to any other committees which may be established from time to time to accomplish the work of the Association:
- Executive Committee. There shall be an Executive Committee of the Board of Directors as provided in Article VII, Section 7.13 of these Bylaws.
- Nominating Committee. There shall be a Nominating Committee which shall be composed of the Immediate Past President of the association who shall serve as Chairman of the Committee, two (2) members appointed by the President and approved by the Board of Directors, and four (4) additional members to be elected by the membership at the first business session of the annual meeting of the association. The previous Chairman of the Nominating Committee shall be a non-voting member of the next Committee. The Nominating Committee shall present its nominations for the directors and officers of the Association who are scheduled to be elected to the membership at the second business session of the annual meeting of the association. Nominations for each director and officer to be elected may also be made from the floor at such meeting by any duly qualified voting member of the association. Nominations may also be made by the Board of Directors. Upon presentation of their recommendations to the Board and membership, the term of each member of the Nominating Committee shall expire. With the exception of the Past President, no person shall be eligible to serve on the Nominating Committee for two (2) years in succession. Only Active members are eligible to serve on the Nominating Committee.
- Finance Committee. There shall be a Finance Committee which will be composed of the President, Treasurer, First Vice President, and Second Vice President of the Association, two (2) members of the Board of Directors who shall be appointed by the President, the Development Committee Chair and representation from the AANA Education Foundation subject to approval by the AANA Board of Directors. The Finance Committee shall prepare, for approval by the Board of Directors, an annual budget for the association and shall make recommendations for financing the long-range plans of the association. The Finance Committee shall recommend to the Board of Directors the amounts to be established for annual dues for each membership category of the association and shall perform such other duties as from time to time may be assigned to the Committee by the Board of Directors. In addition, the Finance Committee shall have responsibility for the oversight of the AANA and AANA Education Foundation’s investment strategy and policies. This will include but not be limited to management and oversight of the investment manager and the investments of AANA and the AANA Education Foundation.
- Bylaws Committee. There shall be a Bylaws Committee which shall be composed of at least five (5) members, appointed by the President, subject to the approval of the Board of Directors. This Committee shall review and recommend bylaw amendments to the Board of Directors and review amendments when made in accordance with these Bylaws.
- Journal Board of Trustees. The Journal Board of Trustees shall be comprised of nine (9) voting members. These members will be the four (4) immediate Past-Presidents of AANA, four (4) members-at-large, and a Chairman. Two of the at-large members will be suggested to the Committee on Committees by ISAKOS and each shall be a member of both AANA and ISAKOS. The Editor- in-chief and the AANA Treasurer shall be considered non-voting ex-officio members. In the event that one of the four past president positions is vacated for any reason, that position shall be filled by another past president of AANA. In the event that there is a vacancy in either of the ISAKOS at-large positions, ISAKOS shall suggest a replacement to the Committee on Committees. The replacement must be a member of both AANA and ISAKOS.
Terms of Office will commence and expire with the AANA Annual Meeting. The Chairman’s term shall be two (2) years with the opportunity to be reappointed for one (1) additional term of two years. Each of the Past-Presidents may serve for the four (4) years immediately following the end of their Presidency. At-Large- Members’ terms shall be four (4) years with no opportunity to renew. Those members appointed to fill vacancies shall assume the balance of the term of the vacated position.
The appointment of the Chairman and the at-large members will be made by the Committee on Committees with the approval of the AANA Board of Directors, as will any appointments made to fill vacancies.
- Committee on Committees. The Committee on Committees is a standing committee, comprised of the Presidential Line, which includes the President, First Vice President, Second Vice Presidents, the two immediate Past Presidents, and in addition, two At-Large Members to be selected by the First Vice President. The Committee has the responsibility for selecting all committee chairs and their members with the exception of those for the Executive, Finance, Nominating, and Program Committees.
Section 9.02 Other Committees. The President of the association with the approval of the Board, may appoint such other committees, whether standing or special, as he from time to time shall deem desirable. Except as may be directed by these Bylaws or the Board of Directors, committee members need not be members of the Board. Membership on any committee which is charged with fulfilling and discharging the duties and responsibilities of the Board of Directors of this association between regular meetings thereof or otherwise shall be limited to members of the Board.
Section 9.03 Term of Office. Except as otherwise provided by these Bylaws, each member of a committee shall serve a two (2) year term ending at the annual meeting, unless the Committee shall be sooner terminated, or unless such member shall cease to qualify or is otherwise removed as a member thereof. Committee members are eligible to be reappointed to serve an additional two (2) year terms.
Section 9.04 Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.
Section 9.05 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 9.06 Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 9.07 Rules. Each committee may adopt rules for its own government consistent with these Bylaws or with rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS OF FUNDS, AND GIFTS
Section 10.01 Contracts. The Board may authorize any officer or officers, agent or agents of the association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association and such authority may be general or confined to specific instances.
Section 10.02 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the association, shall be signed by such officer or officers, agent or agents of the association in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 10.03 Deposits. All funds of the association shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories as the Board may select.
Section 10.04 Gifts. The Board of Directors may accept on behalf of the association any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association.
BOOKS, RECORDS, AND ACCOUNTS
The association shall keep or cause to be kept correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and its committees and/or membership. In addition, the association will conduct a certified audit of its accounts annually and will file the necessary reports, tax returns or other documents as may be required by law or on its own behalf.
The fiscal year of the Association shall be the calendar year.
Actions required to be “written” or “in writing,” or to have written consent or written approval of members, directors, or committee members shall include any communication transmitted or received by electronic means or by any other technology permitted by law and not prohibited in the Articles of Incorporation or by policy or procedure of the Board of Directors. A requirement for a signature shall be satisfied by any means recognized by law, e.g., electronic signature, unless prohibited by policy or procedure of the Board of Directors.
The Board of Directors shall have a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the association and the words, “Corporate Seal, Illinois”.
NOTICE AND WAIVER OF NOTICE
Section 14.01 Notice. Whenever written notice is required to be given to any person under the provisions of the Articles, these Bylaws, or the General Not-For- Profit Corporation Act of the State of Illinois, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, to his or her address appearing on the books of the association, or in the case of directors, supplied by him or her to the association for the purpose of notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. Notices may also be given by electronic mail, and will be deemed to have been given when sent so long as no electronic notice is delivered to the sending party indicating that the electronic mail could not be delivered. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these Bylaws.
Section 14.02 Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of the General Not-For-Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation or the Bylaws of this Association, 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 to the giving of such notice.
In the event of dissolution or final liquidation of the association, all of its assets remaining after payment of its obligations will be distributed to and among such corporations, foundations, or other organizations operated exclusively for scientific and educational purposes consistent with those of the association as designated by the Board of Directors.
AMENDMENTS TO THE BYLAWS OR TO THE ARTICLES OF INCORPORATION OF THE ASSOCIATION
Section 16.01 Procedure. These Bylaws and the Articles of Incorporation of the association may be amended by the affirmative vote of two-thirds (2/3) of the voting members present at any duly organized meeting of the Association. Votes may be made in person or by ballot pursuant to Section 5.03. A proposed amendment to these Bylaws or to the Articles of Incorporation of the Association initiated by the Board of Directors will require an affirmative vote of twenty (20) or more members.
The proposed amendments shall be referred to the Bylaws Committee for its review and then referred back to the Board for approval. A copy of the proposed amendments and the recommendation of the Board shall be sent to each member at least sixty (60) days preceding the meeting at which the proposed amendments will be voted upon.
Section 16.02 Emergency Amendments. Any change in the corporate or tax status of the association or its ability to carry out, perform or accomplish any of its purposes or objectives caused by any threatened or completed modification, repeal, or amendment of any currently existing statute, regulations, case or administrative decision or interpretation, whether federal, state, or local, which in the discretion of the Board of Directors, requires immediate amendment of the Bylaws or the Articles of Incorporation shall, notwithstanding the preceding Section, empower the Board of Directors to amend the Articles of Incorporation or these Bylaws in any respect it deems necessary to ensure complete compliance with the change or changes of the law, without any prior approval of the membership.
Section 17.01 Effective Date of Amendments. Provisions of the Bylaws of the association or amendments thereto or amendments to the Articles of Incorporation, when adopted at any meeting, shall become effective upon adoption unless otherwise stated in the Bylaws, Articles or the amendment.