Academy Bylaws: Proposed Changes on the Ballot
Article I Offices Section 1.01. Registered Office The American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc. (hereinafter referred to as the “Foundation”) shall have and continuously maintain in the District of Columbia a registered office and a registered agent who is a resident of the District of Columbia and whose office is identical with such registered office. Section 1.02. Other Offices The Foundation may have offices at such other places both within and without the District of Columbia as the Board of Directors may from time to time determine. Article II Membership Section 2.01. Specification of Membership The Foundation shall have one member, the American Academy of Otolaryngology—Head and Neck Surgery, Inc. Article III Meetings and Vote of Member Section 3.01. Annual Meetings An annual meeting of the member of the Foundation shall be held each year at such place or places and on such date or dates as may be designated by the Board. Section 3.02. Special Meetings Special meetings of the member of the Foundation may be called by the Board for such times and places as may be designated. Section 3.03. Notice Ninety (90) days notice of the time and place of each annual meeting of the Foundation shall be given to the member by such method as the Board may designate. Not less than thirty (30) days notice shall be given of the time, place, and purpose of any special meeting of the member. No business may be transacted at a special business meeting of the member of the Foundation other than that specified in the notice thereof. Section 3.04. Rules of Order The deliberations of the Foundation’s membership, its Board, and all committees, shall be governed by the rules contained in the then current edition of Robert’s Rules of Order in all cases in which they are not inconsistent with the Articles of Incorporation, Bylaws, special and standing rules, customary practices, and procedures of the Foundation. Section 3.05. Vote of Member The only vote to be cast at any annual or special meeting of the Foundation shall be the vote of the Foundation’s sole member, the American Academy of Otolaryngology—Head and Neck Surgery, Inc. Article IV Board of Directors Section 4.01. Authority The business and affairs of the Foundation shall be managed by its Board of Directors (“Board”). The Board shall have all powers and responsibilities conferred upon the Board of Directors of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act, as now or hereafter amended, except as such powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws. Section 4.02. Members of the Board The Board of Directors shall consist of the President, President-Elect, Secretary-Treasurer, the most recent living Past President, the Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Immediate Past Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Chair-Elect of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Chair and Chair-Elect of the Special Society Advisory Council (SSAC) shall be ex-officio members with a vote, and the eight (8) At-Large Directors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. The Foundation’s Executive Vice President/CEO, and Chair of the Ethics Committee, Foundation Coordinators, and Journal Editor shall be an ex-officio members of the Board of Directors without vote. and the Foundation Coordinators and Journal Editor shall be non-voting members of the Board of Directors. The Chair and Chair-Elect of the Specialty Society Advisory Council shall be ex-officio members of the Board of Directors with vote Section 4.03. Terms of Office The members of the Board shall serve in such capacity while they hold the office which entitles them to their position. Section 4.04. Meetings The Board shall hold a regular annual meeting to conduct the business and affairs of the Foundation. The Board may hold such other meetings at such times and places as may be established from time to time by the Board or at the request of the President or any two (2) members of the Board. Section 4.05. Notice Notice of each meeting of the Board shall be given by the Secretary to each member of the Board by either mail, facsimile, electronic means or telephone not less than seven (7) days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board shall not be limited to those set forth in the notice of such meeting. Section 4.06. Quorum Except as otherwise required by the Articles of Incorporation or these Bylaws, a majority of the Directors shall constitute a quorum for the transaction of business by the Board. Section 4.07. Manner of Acting A majority vote of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws. Section 4.08. Written Action Any action which the Board could take at a duly called meeting of the Directors may be taken validly by the unanimous written consent signed by all the Directors. The written consent need not be signed by all Directors, as each may sign a separate counterpart of such written consent. Article V Officers, Editor and Executive Vice President/CEO Section 5.01. Officers of the Foundation Officers of the Foundation shall be: President President-Elect Secretary-Treasurer Executive Vice President/CEO Section 5.02. Election and Terms of Office Those individuals who serve as President, President-Elect, Secretary-Treasurer, and Executive Vice President/CEO of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. shall serve the American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc. in a similar capacity for a similar term. Section 5.03. President The President shall be the Chairman of the Foundation Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of the Board of Directors and the Executive Committee at which he or she shall be present; he or she may delegate this duty to the President-Elect if he or she shall see fit. The President shall be an ex-officio member of all committees of the Board and other committees of the Foundation. The President shall have no vote on said committees, except that the President shall have a vote on the Executive Committee. Section 5.04. President-Elect The President-Elect shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform such other duties as shall be prescribed from time to time by the Board of Directors. The President-Elect shall succeed to the office of the President upon the completion of the President’s term. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility and which shall become vacant immediately following the next annual meeting of the Foundation. The President-Elect shall coordinate the various Foundation committees by annually (a) reviewing the charges to committees, (b) considering whether existing committees continue to serve a useful function, and (c) considering whether new committees are needed. The President-Elect shall report any recommendations for changes thereto to the Board of Directors. Section 5.05. Secretary-Treasurer The Secretary-Treasurer shall record the proceedings of all meetings of the Board of Directors, and the Executive Committee, and shall report the same to the next succeeding meeting of the Board of Directors. The Secretary-Treasurer shall carry out such duties and shall sign and attest such instruments in the name of the Foundation as he or she is authorized to do so by the Board of Directors. The Secretary-Treasurer shall also oversee the administration of the general funds, securities, properties, and assets of the Foundation. The Secretary-Treasurer shall see that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets which are the property of the Foundation. Said books shall show at all times the amount of all property belonging to the Foundation and the amount of disbursements made and the disposition of property. The Secretary-Treasurer shall assure that a copy and summary of the proposed annual budget for the Foundation shall be made available to the member reasonably in advance of its adoption, along with the date it will be considered by the Board of Directors. The Secretary-Treasurer shall provide the members an annual financial report in such form and medium as the Board of Directors determines appropriate. at the annual meeting of the member submit a report of the property, the receipts and disbursements of the and of the financial condition of the Foundation. The funds of the Foundation shall be disbursed solely by the draft of the Secretary-Treasurer or other person or persons as the Board of Directors may from time to time by resolution designate. The Secretary-Treasurer shall be elected at the annual business meeting held the year preceding the year that will mark the close of the term of office in order to allow for an orderly transition of responsibilities.The newly elected Secretary-Treasurer shall have the title of “Secretary-Treasurer Elect” and shall automatically succeed to the office of Secretary-Treasurer upon the close of the incumbent Secretary-Treasurer’s term of office, or prior thereto if for any reason the incumbent Secretary-Treasurer is unable to fulfill his or her term of office. The Secretary-Treasurer Elect shall attend the Board of Directors and Executive Committee meetings, without vote, immediately after the annual business meeting or Board of Directors meeting at which he or she is elected and throughout the year to allow for an orderly transition of responsibilities. Section 5.06. Editor The Editor of the Foundation’s scientific publication, if any, shall be elected by the single member for a four-year term and he or she shall have such duties and responsibilities as may be prescribed by the Board. He or she shall be re-electable to one successive four-year term to serve a total of two consecutive terms for eight years. If an individual shall serve two successive terms as Editor, he or she may not be re-elected to the position as Editor for a period of four years. Section 5.07. Executive Vice President/CEO The Board of Directors shall employ as the only chief executive officer (management employee) of the Board an Executive Vice President/CEO, who shall serve for a term of five years in this capacity or until such time as two-thirds of the voting Board shall request his or her resignation or shall terminate his or her employment. The Executive Vice President/CEO may serve a successive term or successive terms of office. The Executive Vice President/CEO will employ other staff members and other employees for the purpose of carrying out the administrative work of the corporation, subject to the policies of and the directions and orders of the Board. The Executive Vice President/CEO, as the chief executive officer (CEO) of the Foundation, shall prepare and submit to the Board plans, suggestions and recommendations as to policies and practices to be pursued by the Foundation. The Executive Vice President/CEO shall be an ex-officio member of the Board, of all committees of the Board, and other committees of the Foundation, but shall have no vote. The Executive Vice President/CEO shall prepare an annual report and such other reports of the administrative and other activities of the Foundation for submission to the Board at any regular or special meeting of the Board with recommendations. Article VI Committees and Coordinators Section 6.01. Executive Committee The Executive Committee shall consist of the President, the most recent living Past President, the President-Elect, the Secretary Treasurer, the Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., and two (2) At-Large Directors who are serving the fourth and final year of their term. The Chair-Elect of the Board of Governors, Secretary-Treasurer Elect and the Executive Vice President/CEO shall sit with the Executive Committee and shall participate in all discussions, but shall have no vote. The Executive Committee shall have, between meetings of the Board, all the powers and responsibilities conferred upon the Board by law or these Bylaws with respect to the operations of the Foundation. The proceedings of the Executive Committee shall be recorded by the Secretary-Treasurer. The minutes of the meetings of the Executive Committee shall be submitted to the Board of Directors for consideration and discussion at the next succeeding meeting of the Board of Directors. The President shall act as Chair of the Executive Committee and, in his absence, the President-Elect shall act as Chair; and in the absence of both, the Secretary-Treasurer shall act as Chair. The Committee shall convene for the transaction of business at the call of the Chair. Items of business to be conducted by this committee shall include any matters as may require attention between regular or special meetings of the Board. The Executive Committee may request that the Board be convened to ratify actions and recommendations of the Executive committee, in accordance with these Bylaws. Section 6.02. Articles of Incorporation and Bylaws Committee The Articles of Incorporation and Bylaws Committee shall consist of three members of the Board of Directors. The three members shall be appointed by the President-Elect, who shall also designate a Chair, and the three will serve staggered terms of no longer than three years. This Committee shall consider revisions of the Articles of Incorporation and Bylaws and shall, if deemed desirable, recommend amendments to the Board of Directors. The Committee shall also perform such other functions as may be assigned to it by the Board of Directors. Section 6.03. Science and Educational Committee The Science and Educational Committee (SEC) members shall include the Foundation Coordinators for Education, Instruction Course Program, International Affairs, Research and Quality, and Scientific Program; the Editor of the Foundation’s scientific publication; and the Academy Coordinator for Information and Internet Technology. The SEC members shall also include the following Academy staff as voting members: the Chief Strategy Officer the Senior Director for Education and Meetings and the Senior Director for Research and Quality. The Deputy Executive Vice President/COO shall serve ex officio, but have no vote. The SEC will provide a forum for communication among Foundation/Academy volunteer and staff leadership. The SEC shall act as advisors to the AAO-HNSF Board of Directors on critical trends and issues that have an impact on the Academy/Foundation’s scientific, educational and research efforts. The SEC will function at both the operational and strategic/visionary levels in its advisory capacity. Section 6.04. Audit Committee The Audit Committee shall consist of three voting Fellows or Members of the Academy who are not members of the Board of Directors elected by the Voting Fellows or Members to staggered three-year terms. In addition, the President shall appoint one of the new Directors to a three year term on the Audit Committee each year resulting in a six-member committee all of whom are elected by the membership. Elected members of the Audit Committee shall be eligible to run for a second consecutive term and thereafter will not be eligible for re-election to the Audit Committee until three (3) years have elapsed following the close of their last term. The Secretary-Treasurer shall serve on the committee as an ex-officio member with vote. The Audit Committee shall elect its own chair each year. The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the audit of the organization’s books and records and (2) the system of internal controls that the organization has established. The Audit Committee may rely on the professional expertise of an independent auditor and should establish an understanding with the outside auditors for maintaining an open and transparent relationship and accountability to the Board and the committee. Section 6.05. Ethics Committee The Ethics Committee shall consist of a Chair, who is an ex-officio, non-voting member of the Board of Directors, and fifteen voting Fellows or Members of the Academy who do not serve as members of the Board of Directors. The Chair will serve one four-year term with a possible two-year extension at the discretion of the Executive Committee. Other than the Chair, the members of the Ethics Committee are selected by the President-Elect, based on recommendations from the Ethics Committee Chair. The President-Elect shall name his or her nominees for committee positions which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall then approve or disapprove each nominee prior to the Foundation’s annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each committee member shall be eligible for reappointment to two successive two-year terms and after serving three successive terms, shall be eligible for reappointment after the passage of two years. The President-Elect may appoint consultants to the committee who are not voting Fellows or Members and who shall have no committee vote. The Ethics Committee Chair is selected through a search committee process. An ad hoc search committee named by the President will be appointed no less than 18 months but no more than 24 months before the incumbent Chair’s term expires. The search committee should contain at least three (3) members from the Academy Board of Directors and two (2) Academy Fellows or Members selected from the membership-at-large; the incumbent Chair and the Executive Vice-President/CEO may serve as consultants to the search committee without vote. The Ethics Committee staff liaison(s) will serve as liaisons to the search committee. One member of the search committee will be designated by the President as the Chair. The search committee shall establish relevant criteria upon which candidates will be nominated, solicited, and evaluated. The search committee, by majority vote of eligible members, will forward to the Foundation Board the name of one or more candidate(s) to be considered for election as Chair-elect. Search committee members are not eligible for nomination to the Chair position. The Ethics Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) development and enforcement of the Code for Interactions with Companies and the Code of Ethics; (2) the management of potential conflicts of interest; (3) the oversight of policy recommendations regarding ethical issues to the Board of Directors for its action; and (4) upholding the procedural guidelines for the AAO-HNS disciplinary proceedings. Section 6.056. Special Committees The Board shall have authority to establish, appoint, or terminate special committees and to confer upon each such duties and authority deemed necessary and appropriate. Special committees shall be made up of such voting Fellows or Members as appointed by the President-Elect subject to approval of the Board of Directors to staggered two-year terms. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility and which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall approve or disapprove each nominee prior to its annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each member shall be eligible for reappointment to two successive two-year terms with the approval of the Committee Chair and the President-Elect and may serve a maximum of six years. Any committee member shall be re-appointable after the passage of two years. The President-Elect may appoint consultant members who are not voting Fellows or Members of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. and who shall have no vote. The President-Elect shall designate one member as Chair, subject to approval by the Board of Directors. The jurisdiction and responsibility of each committee shall be at the discretion of the Board of Directors. Section 6.067. Ad Hoc Committees The Board, or the President with Board approval, shall have authority to establish and appoint ad hoc committees and to confer upon each duties and authority deemed necessary and appropriate. Section 6.078. Coordinators The Board shall have the authority to establish or eliminate the positions of Coordinator, whose role is to advise on and coordinate specific Foundation programs and activities. The Board shall appointelect voting Fellows or Members in good standing to fill such Coordinator positions. Coordinators shall serve a single four-year term and may not be re-appointedelected to the same position until four years have elapsed from the end of their completed term. The jurisdiction and responsibility of each Coordinator shall be determined by the Board of Directors and described in the current Academy/Foundation Member Operational. Handbook. for Officers, Directors and Committees. The Coordinators shall be approved and appointed by elected at the annual meeting ofthe Board of Directors held the year preceding the year that will mark the close of the term of office of the incumbent Coordinator in order to allow for an orderly transition of responsibilities. If a new Coordinator is appointedelected, the newly appointedelected Coordinator shall have the title of Coordinator-Elect and shall automatically succeed to the office of Coordinator upon the close of the incumbent Coordinator’s term of office, or prior thereto if for any reason the incumbent Coordinator is unable to fulfill his or her term of office. An Ad Hoc Search Committee named by the President will be appointed no less than 18 months but no more than 24 months before each incumbent Coordinator’s term expires. The search committee should contain at least three (3) members from the Foundation Board of Directors and two (2) Academy Fellows or Members selected from the membership-at-large; the incumbent Coordinator and the Executive Vice-President/CEO may serve as consultants without vote. One member of the committee will be designated by the President as the Chair. The search committee shall be charged with evaluating the need for the Coordinator position and submitting to the Board recommendations for continuation, elimination, or changes to the responsibilities of the Coordinator. Upon approval by the Board, the committee shall establish relevant criteria upon which candidates will be nominated, solicited, and measured. For each open Coordinator position, the committee, by majority vote of eligible members, will forward to the Foundation Board the name of one or more candidate(s) to be considered for election as Coordinator-Elect. No committee members shall be eligible for nomination to the Coordinator position. Article VII Miscellaneous Section 7.01. Compensation The Board shall be authorized and empowered to establish and pay reasonable compensation, consultant fees, per diem and expenses for all officers, directors, employees and agents of the Foundation for services rendered in its behalf. Section 7.02. Fiscal Year The Fiscal Year of the Foundation shall be the twelve (12) month period beginning July 1, and its fiscal books and records shall be kept on the accrual accounting basis. Section 7.03. Waiver of Notice Whenever any notice is required to be given by law, the Articles of Incorporation, or these Bylaws, a waiver of such notice may be executed in writing by the person or persons entitled to the notice, whether before, during, or after the time stated therein, and such waiver shall constitute the equivalent of receiving such notice. Section 7.04. Indemnification of Directors and Officers The Board may exercise the full extent of the powers which the Foundation has under District of Columbia law, as such law exists from time to time, to indemnify directors, officers, employees, volunteers and agents for expenses incurred by reason of the fact that they are or were directors, officers, employees, volunteers or agents of the Foundation or are or were serving at its request or by its election as a member, director, or officer of another corporation or organization. Such expenses shall include attorneys’ fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonably incurred. The Board may make advances against such expenses upon terms decided by it. The Board may exercise the full extent of the powers which the Foundation has under District of Columbia law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of its members, directors, officers, employees, volunteers and agents. Section 7.05. Seal The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, District of Columbia.” The corporation may alter and change said seal at its pleasure; said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Article VIII Amendments These Bylaws adopted by the Foundation may be amended by the affirmative vote of a majority of the Board of Directors and with approval of the member at a meeting of the member provided, however, that no amendment shall be acted upon unless written notice, setting forth the substance of the proposed amendment, and the time and place of meeting, shall have been sent to the Board of Directors at least thirty (30) days in advance of the meeting.
Article I Offices
Section 1.01. Registered Office
The American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc. (hereinafter referred to as the “Foundation”) shall have and continuously maintain in the District of Columbia a registered office and a registered agent who is a resident of the District of Columbia and whose office is identical with such registered office.
Section 1.02. Other Offices
The Foundation may have offices at such other places both within and without the District of Columbia as the Board of Directors may from time to time determine.
Article II Membership
Section 2.01. Specification of Membership
The Foundation shall have one member, the American Academy of Otolaryngology—Head and Neck Surgery, Inc.
Article III Meetings and Vote of Member
Section 3.01. Annual Meetings
An annual meeting of the member of the Foundation shall be held each year at such place or places and on such date or dates as may be designated by the Board.
Section 3.02. Special Meetings
Special meetings of the member of the Foundation may be called by the Board for such times and places as may be designated.
Section 3.03. Notice
Ninety (90) days notice of the time and place of each annual meeting of the Foundation shall be given to the member by such method as the Board may designate. Not less than thirty (30) days notice shall be given of the time, place, and purpose of any special meeting of the member. No business may be transacted at a special business meeting of the member of the Foundation other than that specified in the notice thereof.
Section 3.04. Rules of Order
The deliberations of the Foundation’s membership, its Board, and all committees, shall be governed by the rules contained in the then current edition of Robert’s Rules of Order in all cases in which they are not inconsistent with the Articles of Incorporation, Bylaws, special and standing rules, customary practices, and procedures of the Foundation.
Section 3.05. Vote of Member
The only vote to be cast at any annual or special meeting of the Foundation shall be the vote of the Foundation’s sole member, the American Academy of Otolaryngology—Head and Neck Surgery, Inc.
Article IV Board of Directors
Section 4.01. Authority
The business and affairs of the Foundation shall be managed by its Board of Directors (“Board”). The Board shall have all powers and responsibilities conferred upon the Board of Directors of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act, as now or hereafter amended, except as such powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws.
Section 4.02. Members of the Board
The Board of Directors shall consist of the President, President-Elect, Secretary-Treasurer, the most recent living Past President, the Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Immediate Past Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Chair-Elect of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., the Chair and Chair-Elect of the Special Society Advisory Council (SSAC) shall be ex-officio members with a vote, and the eight (8) At-Large Directors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. The Foundation’s Executive Vice President/CEO, and Chair of the Ethics Committee, Foundation Coordinators, and Journal Editor shall be an ex-officio members of the Board of Directors without vote. and the Foundation Coordinators and Journal Editor shall be non-voting members of the Board of Directors. The Chair and Chair-Elect of the Specialty Society Advisory Council shall be ex-officio members of the Board of Directors with vote
Section 4.03. Terms of Office
The members of the Board shall serve in such capacity while they hold the office which entitles them to their position.
Section 4.04. Meetings
The Board shall hold a regular annual meeting to conduct the business and affairs of the Foundation. The Board may hold such other meetings at such times and places as may be established from time to time by the Board or at the request of the President or any two (2) members of the Board.
Section 4.05. Notice
Notice of each meeting of the Board shall be given by the Secretary to each member of the Board by either mail, facsimile, electronic means or telephone not less than seven (7) days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board shall not be limited to those set forth in the notice of such meeting.
Section 4.06. Quorum
Except as otherwise required by the Articles of Incorporation or these Bylaws, a majority of the Directors shall constitute a quorum for the transaction of business by the Board.
Section 4.07. Manner of Acting
A majority vote of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board unless the vote of a greater number is required by the Articles of Incorporation or these Bylaws.
Section 4.08. Written Action
Any action which the Board could take at a duly called meeting of the Directors may be taken validly by the unanimous written consent signed by all the Directors. The written consent need not be signed by all Directors, as each may sign a separate counterpart of such written consent.
Article V Officers, Editor and Executive Vice President/CEO
Section 5.01. Officers of the Foundation
Officers of the Foundation shall be:
- President
- President-Elect
- Secretary-Treasurer
- Executive Vice President/CEO
Section 5.02. Election and Terms of Office
Those individuals who serve as President, President-Elect, Secretary-Treasurer, and Executive Vice President/CEO of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. shall serve the American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc. in a similar capacity for a similar term.
Section 5.03. President
The President shall be the Chairman of the Foundation Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of the Board of Directors and the Executive Committee at which he or she shall be present; he or she may delegate this duty to the President-Elect if he or she shall see fit. The President shall be an ex-officio member of all committees of the Board and other committees of the Foundation. The President shall have no vote on said committees, except that the President shall have a vote on the Executive Committee.
Section 5.04. President-Elect
The President-Elect shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform such other duties as shall be prescribed from time to time by the Board of Directors. The President-Elect shall succeed to the office of the President upon the completion of the President’s term. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility and which shall become vacant immediately following the next annual meeting of the Foundation. The President-Elect shall coordinate the various Foundation committees by annually (a) reviewing the charges to committees, (b) considering whether existing committees continue to serve a useful function, and (c) considering whether new committees are needed. The President-Elect shall report any recommendations for changes thereto to the Board of Directors.
Section 5.05. Secretary-Treasurer
- The Secretary-Treasurer shall record the proceedings of all meetings of the Board of Directors, and the Executive Committee, and shall report the same to the next succeeding meeting of the Board of Directors. The Secretary-Treasurer shall carry out such duties and shall sign and attest such instruments in the name of the Foundation as he or she is authorized to do so by the Board of Directors. The Secretary-Treasurer shall also oversee the administration of the general funds, securities, properties, and assets of the Foundation. The Secretary-Treasurer shall see that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets which are the property of the Foundation. Said books shall show at all times the amount of all property belonging to the Foundation and the amount of disbursements made and the disposition of property. The Secretary-Treasurer shall assure that a copy and summary of the proposed annual budget for the Foundation shall be made available to the member reasonably in advance of its adoption, along with the date it will be considered by the Board of Directors. The Secretary-Treasurer shall provide the members an annual financial report in such form and medium as the Board of Directors determines appropriate. at the annual meeting of the member submit a report of the property, the receipts and disbursements of the and of the financial condition of the Foundation. The funds of the Foundation shall be disbursed solely by the draft of the Secretary-Treasurer or other person or persons as the Board of Directors may from time to time by resolution designate.
- The Secretary-Treasurer shall be elected at the annual business meeting held the year preceding the year that will mark the close of the term of office in order to allow for an orderly transition of responsibilities.The newly elected Secretary-Treasurer shall have the title of “Secretary-Treasurer Elect” and shall automatically succeed to the office of Secretary-Treasurer upon the close of the incumbent Secretary-Treasurer’s term of office, or prior thereto if for any reason the incumbent Secretary-Treasurer is unable to fulfill his or her term of office. The Secretary-Treasurer Elect shall attend the Board of Directors and Executive Committee meetings, without vote, immediately after the annual business meeting or Board of Directors meeting at which he or she is elected and throughout the year to allow for an orderly transition of responsibilities.
Section 5.06. Editor
The Editor of the Foundation’s scientific publication, if any, shall be elected by the single member for a four-year term and he or she shall have such duties and responsibilities as may be prescribed by the Board. He or she shall be re-electable to one successive four-year term to serve a total of two consecutive terms for eight years. If an individual shall serve two successive terms as Editor, he or she may not be re-elected to the position as Editor for a period of four years.
Section 5.07. Executive Vice President/CEO
The Board of Directors shall employ as the only chief executive officer (management employee) of the Board an Executive Vice President/CEO, who shall serve for a term of five years in this capacity or until such time as two-thirds of the voting Board shall request his or her resignation or shall terminate his or her employment. The Executive Vice President/CEO may serve a successive term or successive terms of office. The Executive Vice President/CEO will employ other staff members and other employees for the purpose of carrying out the administrative work of the corporation, subject to the policies of and the directions and orders of the Board. The Executive Vice President/CEO, as the chief executive officer (CEO) of the Foundation, shall prepare and submit to the Board plans, suggestions and recommendations as to policies and practices to be pursued by the Foundation. The Executive Vice President/CEO shall be an ex-officio member of the Board, of all committees of the Board, and other committees of the Foundation, but shall have no vote. The Executive Vice President/CEO shall prepare an annual report and such other reports of the administrative and other activities of the Foundation for submission to the Board at any regular or special meeting of the Board with recommendations.
Article VI Committees and Coordinators
Section 6.01. Executive Committee
The Executive Committee shall consist of the President, the most recent living Past President, the President-Elect, the Secretary Treasurer, the Chair of the Board of Governors of the American Academy of Otolaryngology—Head and Neck Surgery, Inc., and two (2) At-Large Directors who are serving the fourth and final year of their term. The Chair-Elect of the Board of Governors, Secretary-Treasurer Elect and the Executive Vice President/CEO shall sit with the Executive Committee and shall participate in all discussions, but shall have no vote. The Executive Committee shall have, between meetings of the Board, all the powers and responsibilities conferred upon the Board by law or these Bylaws with respect to the operations of the Foundation. The proceedings of the Executive Committee shall be recorded by the Secretary-Treasurer. The minutes of the meetings of the Executive Committee shall be submitted to the Board of Directors for consideration and discussion at the next succeeding meeting of the Board of Directors. The President shall act as Chair of the Executive Committee and, in his absence, the President-Elect shall act as Chair; and in the absence of both, the Secretary-Treasurer shall act as Chair. The Committee shall convene for the transaction of business at the call of the Chair. Items of business to be conducted by this committee shall include any matters as may require attention between regular or special meetings of the Board. The Executive Committee may request that the Board be convened to ratify actions and recommendations of the Executive committee, in accordance with these Bylaws.
Section 6.02. Articles of Incorporation and Bylaws Committee
The Articles of Incorporation and Bylaws Committee shall consist of three members of the Board of Directors. The three members shall be appointed by the President-Elect, who shall also designate a Chair, and the three will serve staggered terms of no longer than three years. This Committee shall consider revisions of the Articles of Incorporation and Bylaws and shall, if deemed desirable, recommend amendments to the Board of Directors. The Committee shall also perform such other functions as may be assigned to it by the Board of Directors.
Section 6.03. Science and Educational Committee
The Science and Educational Committee (SEC) members shall include the Foundation Coordinators for Education, Instruction Course Program, International Affairs, Research and Quality, and Scientific Program; the Editor of the Foundation’s scientific publication; and the Academy Coordinator for Information and Internet Technology. The SEC members shall also include the following Academy staff as voting members: the Chief Strategy Officer the Senior Director for Education and Meetings and the Senior Director for Research and Quality. The Deputy Executive Vice President/COO shall serve ex officio, but have no vote.
The SEC will provide a forum for communication among Foundation/Academy volunteer and staff leadership. The SEC shall act as advisors to the AAO-HNSF Board of Directors on critical trends and issues that have an impact on the Academy/Foundation’s scientific, educational and research efforts. The SEC will function at both the operational and strategic/visionary levels in its advisory capacity.
Section 6.04. Audit Committee
The Audit Committee shall consist of three voting Fellows or Members of the Academy who are not members of the Board of Directors elected by the Voting Fellows or Members to staggered three-year terms. In addition, the President shall appoint one of the new Directors to a three year term on the Audit Committee each year resulting in a six-member committee all of whom are elected by the membership. Elected members of the Audit Committee shall be eligible to run for a second consecutive term and thereafter will not be eligible for re-election to the Audit Committee until three (3) years have elapsed following the close of their last term. The Secretary-Treasurer shall serve on the committee as an ex-officio member with vote. The Audit Committee shall elect its own chair each year.
The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the audit of the organization’s books and records and (2) the system of internal controls that the organization has established. The Audit Committee may rely on the professional expertise of an independent auditor and should establish an understanding with the outside auditors for maintaining an open and transparent relationship and accountability to the Board and the committee.
Section 6.05. Ethics Committee
The Ethics Committee shall consist of a Chair, who is an ex-officio, non-voting member of the Board of Directors, and fifteen voting Fellows or Members of the Academy who do not serve as members of the Board of Directors. The Chair will serve one four-year term with a possible two-year extension at the discretion of the Executive Committee. Other than the Chair, the members of the Ethics Committee are selected by the President-Elect, based on recommendations from the Ethics Committee Chair. The President-Elect shall name his or her nominees for committee positions which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall then approve or disapprove each nominee prior to the Foundation’s annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each committee member shall be eligible for reappointment to two successive two-year terms and after serving three successive terms, shall be eligible for reappointment after the passage of two years. The President-Elect may appoint consultants to the committee who are not voting Fellows or Members and who shall have no committee vote.
The Ethics Committee Chair is selected through a search committee process. An ad hoc search committee named by the President will be appointed no less than 18 months but no more than 24 months before the incumbent Chair’s term expires. The search committee should contain at least three (3) members from the Academy Board of Directors and two (2) Academy Fellows or Members selected from the membership-at-large; the incumbent Chair and the Executive Vice-President/CEO may serve as consultants to the search committee without vote. The Ethics Committee staff liaison(s) will serve as liaisons to the search committee. One member of the search committee will be designated by the President as the Chair. The search committee shall establish relevant criteria upon which candidates will be nominated, solicited, and evaluated. The search committee, by majority vote of eligible members, will forward to the Foundation Board the name of one or more candidate(s) to be considered for election as Chair-elect. Search committee members are not eligible for nomination to the Chair position.
The Ethics Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) development and enforcement of the Code for Interactions with Companies and the Code of Ethics; (2) the management of potential conflicts of interest; (3) the oversight of policy recommendations regarding ethical issues to the Board of Directors for its action; and (4) upholding the procedural guidelines for the AAO-HNS disciplinary proceedings.
Section 6.056. Special Committees
The Board shall have authority to establish, appoint, or terminate special committees and to confer upon each such duties and authority deemed necessary and appropriate. Special committees shall be made up of such voting Fellows or Members as appointed by the President-Elect subject to approval of the Board of Directors to staggered two-year terms. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility and which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall approve or disapprove each nominee prior to its annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each member shall be eligible for reappointment to two successive two-year terms with the approval of the Committee Chair and the President-Elect and may serve a maximum of six years. Any committee member shall be re-appointable after the passage of two years. The President-Elect may appoint consultant members who are not voting Fellows or Members of the American Academy of Otolaryngology—Head and Neck Surgery, Inc. and who shall have no vote. The President-Elect shall designate one member as Chair, subject to approval by the Board of Directors. The jurisdiction and responsibility of each committee shall be at the discretion of the Board of Directors.
Section 6.067. Ad Hoc Committees
The Board, or the President with Board approval, shall have authority to establish and appoint ad hoc committees and to confer upon each duties and authority deemed necessary and appropriate.
Section 6.078. Coordinators
- The Board shall have the authority to establish or eliminate the positions of Coordinator, whose role is to advise on and coordinate specific Foundation programs and activities. The Board shall appointelect voting Fellows or Members in good standing to fill such Coordinator positions. Coordinators shall serve a single four-year term and may not be re-appointedelected to the same position until four years have elapsed from the end of their completed term. The jurisdiction and responsibility of each Coordinator shall be determined by the Board of Directors and described in the current Academy/Foundation Member Operational. Handbook. for Officers, Directors and Committees.
- The Coordinators shall be approved and appointed by elected at the annual meeting ofthe Board of Directors held the year preceding the year that will mark the close of the term of office of the incumbent Coordinator in order to allow for an orderly transition of responsibilities. If a new Coordinator is appointedelected, the newly appointedelected Coordinator shall have the title of Coordinator-Elect and shall automatically succeed to the office of Coordinator upon the close of the incumbent Coordinator’s term of office, or prior thereto if for any reason the incumbent Coordinator is unable to fulfill his or her term of office.
- An Ad Hoc Search Committee named by the President will be appointed no less than 18 months but no more than 24 months before each incumbent Coordinator’s term expires. The search committee should contain at least three (3) members from the Foundation Board of Directors and two (2) Academy Fellows or Members selected from the membership-at-large; the incumbent Coordinator and the Executive Vice-President/CEO may serve as consultants without vote. One member of the committee will be designated by the President as the Chair. The search committee shall be charged with evaluating the need for the Coordinator position and submitting to the Board recommendations for continuation, elimination, or changes to the responsibilities of the Coordinator. Upon approval by the Board, the committee shall establish relevant criteria upon which candidates will be nominated, solicited, and measured. For each open Coordinator position, the committee, by majority vote of eligible members, will forward to the Foundation Board the name of one or more candidate(s) to be considered for election as Coordinator-Elect. No committee members shall be eligible for nomination to the Coordinator position.
Article VII Miscellaneous
Section 7.01. Compensation
The Board shall be authorized and empowered to establish and pay reasonable compensation, consultant fees, per diem and expenses for all officers, directors, employees and agents of the Foundation for services rendered in its behalf.
Section 7.02. Fiscal Year
The Fiscal Year of the Foundation shall be the twelve (12) month period beginning July 1, and its fiscal books and records shall be kept on the accrual accounting basis.
Section 7.03. Waiver of Notice
Whenever any notice is required to be given by law, the Articles of Incorporation, or these Bylaws, a waiver of such notice may be executed in writing by the person or persons entitled to the notice, whether before, during, or after the time stated therein, and such waiver shall constitute the equivalent of receiving such notice.
Section 7.04. Indemnification of Directors and Officers
The Board may exercise the full extent of the powers which the Foundation has under District of Columbia law, as such law exists from time to time, to indemnify directors, officers, employees, volunteers and agents for expenses incurred by reason of the fact that they are or were directors, officers, employees, volunteers or agents of the Foundation or are or were serving at its request or by its election as a member, director, or officer of another corporation or organization. Such expenses shall include attorneys’ fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonably incurred. The Board may make advances against such expenses upon terms decided by it. The Board may exercise the full extent of the powers which the Foundation has under District of Columbia law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of its members, directors, officers, employees, volunteers and agents.
Section 7.05. Seal
The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, District of Columbia.” The corporation may alter and change said seal at its pleasure; said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
Article VIII Amendments
These Bylaws adopted by the Foundation may be amended by the affirmative vote of a majority of the Board of Directors and with approval of the member at a meeting of the member provided, however, that no amendment shall be acted upon unless written notice, setting forth the substance of the proposed amendment, and the time and place of meeting, shall have been sent to the Board of Directors at least thirty (30) days in advance of the meeting.