Academy Bylaws: Proposed amendments

April 2017 - Vol. 36, No. 3

The proposed recommendation by the Articles of Incorporation and Bylaws  Committee is to revise and add language to the Academy Bylaws clarifying the role of the Financial & Investment Subcommittee (FISC) as a Standing Committee of the Board, and to clearly define term limits on the FISC. In addition, the proposed change for the Specialty Society Advisory Council is explained in the italicized type below.

Note: Former text to be removed is shown as struck. New language is shown as underscored.

Finance and Investment Subcommittee (FISC)

Committee Charge:  The Finance & Investment Subcommittee (FISC) of the AAO-HNS/F Company Executive Committees shall have the responsibility of overseeing the financial affairs of the AAO-HNS/F. The FISC subcommittee shall consist of three members who serve for staggered three year terms. Members may serve a second term of three years but may not serve more than six consecutive years on the FISC. Members may be reappointed to the FISC only after three years have elapsed following the close of their last term. Each year, as one member rotates off the subcommittee, the incoming President will make a recommendation to the Executive Committee to appoint a new member to the subcommittee from either a current or past member of the Boards to ensure familiarity with current fiscal issues.  In addition to the three members appointed by the incoming President, the Secretary–Treasurer of the Board shall serve as the Chairman of the subcommittee FISC as a non-voting member.

The Treasurer/Financial Officer of the Women in Otolaryngology (WIO) Section shall also have a seat on the Finance and Investment Subcommittee (FISC) to further collaboration between the FISC and the WIO Endowment Committee. Her term of office on the FISC shall coincide with her term as the WIO Section’s Treasurer/Financial Officer.

The authority and responsibilities of FISC include periodically reviewing and making any necessary recommendations to the Executive Committees regarding:

  1. Provide regular reports to the Executive Committees.
  2. Oversight of the Academy/Foundation’s financial activity including, but not limited to, risk management, cash flow management, insurance, performance against budget, and investment policies and performance.
  3. In conjunction with staff, the preparation and presentation of the Annual Operating Budget.
  4. Financial resolutions submitted to the Boards for action.

The Subcommittee may delegate authority to staff when appropriate. The Subcommittee will meet at least quarterly and additionally as appropriate. A majority of the members shall constitute a quorum.

The proposed bylaw change eliminating the Specialty Society Advisory Council (SSAC) does not signify any change in the commitment of the Academy and Foundation to promote specialty unity through inclusiveness and collaboration with our Otolaryngology specialty societies. Rather, it signifies the success of the Specialty Unity Summit in creating a viable forum that has resulted in a robust collaborative atmosphere and enhance cooperation within the house of otolaryngology. This recommendation is done with the full knowledge and support of the Otolaryngology specialty societies making up the current SSAC The proposed amendment to these bylaws is to eliminate Article X Specialty Society Advisory Council and to sunset the Council. For a copy of the full AAO-HNS Bylaws, please contact Governance at committees@entnet.org.

Article X Specialty  Society  Advisory Council

The Academy shall actively support and participate in the Specialty Society Advisory Council (SSAC), a group consisting of representatives from the national specialty societies of otolaryngology-head and neck surgery, including the Academy. The SSAC shall elect its officers, meet regularly, and act in accordance with governing articles approved by the Academy Board of Directors, serve as an advisory body for subspecialty issues to the Academy Board of Directors, and act as a conduit for communications between the Academy Board of Directors and the members of the representative societies. The Chair and Chair-Elect of the SSAC shall each serve as ex officio members of the Academy Board of Directors with vote as long as the Board of Directors determines that the SSAC is continuing to act in accordance with its governing articles and purposes and satisfies any other criteria established by the Board of Directors.