|
Preamble
The American Fracture Association was founded to create an interest and further the study of the various types of fracture therapy. Its primary object is to bring together qualified physicians to openly and informally discuss fractures and their associated problems and by these discussions assist in training all physicians, who are interested in the treatment of fractures.
BY-LAWS
Of THE AMERICAN FRACTURE ASSOCIATION
ARTICLE I Purposes
The purposes of the corporation, as stated in its Certificate of Incorporation are as follows:
"The object of this Association shall be the advancement of medical science through the study, investigation and development of the various accepted types of treatment of fractures^,
The activities in furtherance of the foregoing shall be determined and administered by and under the direction of the Board of Governors. The corporation also has such powers as are now or may hereafter be granted by the General Not For Profit Corporation Act of the State of Illinois .
ARTICLE II Offices
The corporation shall have and continuously maintain in this state a register office and a register agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the Board of Governors may from time to time determine.
ARTICLE III Members
Section 1. CLASSES OF MEMBERS
The corporation may have classes of members with such qualifications and conditions as may be determined by the Board of Governors, to include the following:
(1) Active Members. Those persons qualified and elected to Active Membership under the terms and conditions prescribed by these By-laws shall constitute the members of the corporation. Any person shall be eligible to Active Membership who is entitled to practice orthopaedic surgery in the particular territory or country in which he or she resides.
A candidate for active membership must be Board Certified by the American Board of Orthopaedic Surgery or the American Board of Osteopathic Orthopaedic Surgery or the foreign equivalent thereof as accepted by the American Fracture Association.
Active Members shall have those rights and privileges fixed by the General Not for Profit Corporation Act of the State of Illinois and by these by-laws.
(2) Emeritus Members. Upon application by said member an emeritus membership may be conferred by the Board of Governors upon those active members who are 65 years of age and have retired.
(3) Honorary Members. Honorary membership may be conferred by the Board of Governors upon surgeons who have contributed distinguished service to the objectives for which the Association stands or who have performed some special service for the Association.
(4) Associate Members. Associate Membership may be conferred by the Board of Governors to physicians who are in approved orthopaedic residencies or fellowships. They shall be non-voting, non-dues paying members and may not be elected to office.
This status of membership may also be conferred on orthopaedists in private practice and are Board eligible but not yet Board certified. This second group is required to pay dues but is non-voting members and may not be elected to office.
This status of membership may be maintained until Board certification has been obtained. At that time, they are expected to apply for full membership.
Associate members may attend meetings and courses and are required to pay registration fees of such meetings and courses.
Section 2. ELECTION OF MEMBERS
All members shall be elected by the Board of Governors under the terms hereof, and affirmative vote by a majority of those present of the Board of Governors
at any meeting thereof shall be required for election.
Section 3 .VOTING RIGHTS
Each member of good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Section 4. TERMINATION OF MEMBERSHIP
The Board of Governors at any regularly constituted meeting thereof by affirmative vote of the majority of those present may suspend or expel any member for cause after an appropriate hearing; and may, by a majority vote of those present, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for a period fixed in ARTICLE XII of these By-laws.
Section 5. RESIGNATION
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 6. REINSTATEMENT
On written request signed by a former member and filed with the Secretary, the Board of governors may by the affirmative vote of the majority of those present at a regularly constituted meeting thereof reinstate such former member to membership upon such terms as the Board of Governors may deem appropriate.
Section 7. TRANSFER OF MEMBERSHIP
Membership in this corporation is not transferable or assignable.
ARTICLE IV Meetings of Members
Section 1. ANNUAL MEETING
An annual meeting of the members of the corporation shall be held in each calendar year for the committee selected for that purpose by the Board of Governors according" to the arrangements which may be made for the program determined for such meeting. When a program is determined to continue over a period of two or more days, the Board of Governors, or its committee, shall fix some day and hour within the period as shall be determined for the best interest of the Association for the holding of the official annual business meting. Such day and hour of said annual meeting shall be determined prior to and shall be named in the notice to be given of such meeting.
Section 2. SPECIAL MEETING
Special meetings of the members may be called by the Board of Governors, or by the President and any two members of the Board of Governors; or such meeting may be called by a notice or notices in writing signed by not less than one- tenth of the members having voting rights. The place of any such special meeting shall be the registered office of the corporation in the State of Illinois .
Section 3. PLACE OF MEETING
The Board of Governors, or its committee thereunto duly authorized, may designate any place, either within or without the State of Illinois, as a place of meeting for any annual - meeting.
Section 4. NOTICE OF MEETING
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting not less than 15 nor more than 40 days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By-laws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the corporation, with postage prepaid thereon.
Section 5. QUORUM
The members in good standing holding one- tenth of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. .
Section 6. PROXIES
At any meeting of members, a member entitled to vote may vote either in person or by proxy executed in writing by the member or by their duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
ARTICLE V Board of Governors
Section 1. GENERAL POWERS
The affairs of the corporation shall be managed by its Board of Governors.
Section 2. NUMBER, TENURE AND QUALIFICATION
The number of governors shall be twelve, divided into three classes, to serve terms of three years, and cannot be elected for more than two consecutive terms of three years each. After their maximum term of six years, a Governor cannot be re-elected to the Board of Governors for two years. Each governor shall take office as of the 1st day of January following the election by the membership at the annual meeting and shall hold office for three years and until their successor shall have been elected and qualified. The immediate Past President of the Association shall serve as an ex-officio Board member for the two years immediately following their presidency. Governors need not be residents of Illinois . No person shall be eligible to election as a governor unless they have been a member in good standing for one year prior to election. The Board of Governors may provide by resolution, the time and place, either within or without the State of Illinois , for the holding of regular meetings of the Board without other notice than such resolution.
The Past Presidents of the Association shall be members of the Advisory Council. These Past Presidents will confer during the annual meeting.
Section 3. REGULAR MEETINGS
The regular annual meeting of the Board of Governors shall be held at the same place as the annual meeting of members. The Board of Governors may provide by resolution the time and place, whether within or without the State of Illinois , for holding additional regular meetings of the Board without other notice than such resolutions.
There will also be a second meeting of the Board of Governor^ The Board of Governors may provide by resolution the time and place, whether within or without the State of Illinois , for holding the second meeting of the Board of Governors.
Section 4. SPECIAL MEETINGS
Special meetings of the Board of, Governors may be called by or at the request of the president or any two governors. The place of any such special meeting shall be the registered office of the corporation in the State of Illinois , unless the place of such special meeting is fixed by the Board of Governors, in which event such special meeting may be held either within or without the State of Illinois .
Section 5. NOTICE
Notice of any meeting of the Board of Governors shall be given at least ten days previously thereto by written notice delivered personally or sent by mail or telegram to each governor at their address as shown by the records of the corporation, if mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any governor may waive notice of any meeting. The attendance of a governor at any meeting shall constitute a waiver of notice of such meeting, except where a governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these By-laws. M eeting of the Board need be specified in the notice of waiver of notice of such meeting, unless specifically required by law or by these By-laws.
Section 6. QUORUM
Five then acting members of the Board of Governors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that, if less than such quorum of the governors are present at the time and placed fixed for any meeting, then a majority of the governors present may adjourn the meeting from time to time without further notice.
Section 7. MANNER OF ACTING
The act of a majority of the governors present at a meeting at which a quorum is present shall be the act of the Board of Governors, except where otherwise provided by law or by these By-laws.
Section 8. VACANCIES
Any vacancy occurring in the Board of Governors or any governorship to be filled by reason of an increase in the number of governors shall be filled by the Board of Governors. A governor elected to fill a vacancy shall be elected for the term to the next annual meeting of members.
ARTICLE VI Officers
Section 1. OFFICERS
The officers of the corporation shall be a president; one or more vice-presidents (the number thereof to be determined by the Board of Governors), a treasurer, a secretary and such other officers as may be elected in accordance with the provisions of this article. The Board of Governors may elect or appoint such other officers, including one or more assistant secretaries and one or more| assistant treasurers as it shall deem desirable, such officers to have*the authority and perform the duties prescribed, from time to time, by the Board of Governors. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section 2. ELECTION AND TERM OF OFFICE
The officers of the corporation shall be elected annually by the Board of Governors from shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Governors. Each officer shall hold office until their successor shall have been duly elected and shall have qualified.
Section 3. REMOVAL
Any officer or agent elected or appointed by the Board of Governors may be removed by the Board of Governors whenever in its judgment the best interests of the corporation would be served thereby.
Section 4. VACANCIES
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Governors for the unexpired portion of the term.
Section 5. PRESIDENT
No person shall be eligible for election as President unless they shall have served on the Board of Governors or as an officer of the organization prior to election as President. The President shall begin their term of office upon their election at the Second Meeting of the Board of Governors. A president cannot be elected for more than two consecutive terms of one year each. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and of the Board of Governors. He may sign, with the Secretary or any other proper officer the corporation authorized by the Board of Governors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Governors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Governors or these By-laws, or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Governors from time.
It shall be the duty of the President to appoint Regional Vice-Presidents as the need arises after due consultation with appropriate members of the Board of Governors. These Regional Vice-Presidents
It shall be the duty of the President to appoint Regional Vice-Presidents as the need arises after due consultation with appropriate members of the Board of Governors. These Regional Vice-Presidents shall be invited to the Annual Meeting and the Second Meeting and shall - be eligible to vote.
Section 6. VICE-PRESIDENT
No person shall be eligible for election as Vice President unless they shall have served on the Board of Governors or as an officer of the organization, prior to election as Vice-President. If the First Vice-President be elected from the members of the Board of Governors, they shall relinquish their position on the Board of Governors and that position on the Board of Governors shall be filled by election of a member to serve this unexpired term on the Board of Governors that the First Vice-President formerly held. In the absence of the President or in the event of their inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents, in the order designated, or in the absence of any \designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Governors.
Section 7. Secretary-treasurer
The secretary shall keep the minutes of the meeting of the members and of the Board of Governors in one or more books provided for that purpose; see that all notices are duly given in accordance with provisions of these By-laws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under it/ seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or by the Board of Governors.
securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these By-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to them by the President or the Board of Governors.
Section 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
If required by the Board of Governors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums with such sureties as the Board of Governors shall determine.
The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President of the Board of Governors. ;
Section 9. SECRETARY GENERAL
The members may designate a Past President as Secretary General, who shall hold office permanently unless the office is terminated by action of a majority of the members at a regular Annual Meeting or by action of the Board of Governors at a regular stated meeting. The Secretary-General shall be a member of the Board of Governors with full voting power. He shall receive notice of all meetings of the Board of Governors as well as all meetings of its committees for the purpose of advising and assisting those committees in carrying out their functions. If deemed advisable and elected by the Board of Governors, they may also hold the office of Secretary-Treasurer.
ARTICLE VII Committees
Section 1. COMMITTEE OF GOVERNORS
The Board of Governors, by resolution adopted by a majority of the Governors present at any duly constituted meeting, may designate one or more committees, each of which shall consist of two or more Governors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Governors in the management of the corporation; but designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Governors, or any individual governor, of any responsibility imposed upon it or them by law. The appointment of such committee of governors to plan and arrange for the annual meeting of members, to include the corporate business, is hereby expressly authorized; and such committee when so appointed and authorized may fix the time and place for such annual meeting.
Section 2. NOMINATING COMMITTEE
The Nominating Committee shall consist of three of more members which may include one or more members of the Board of Governors. Said Nominating Committee shall deliver to the President and Secretary of the corporation not less than five days before the annual meeting duplicate reports by which the committee shall recommend the election of members of the Board of Governors in the number fixed by these By-Laws. Said report shall be submitted by the President to the annual meeting of members and shall constitute the nomination of the candidates recommended. The President shall appoint the Nominating Committee
Section 3. MEMBERSHIP COMMITTEE
The President shall appoint a Membership Committee consisting of three or more members, one of whom may be a member of the Board of Governors; such committee shall have authority to prescribe the form of application for membership and the requirements thereof. All applications for membership shall be examined by such Membership Committee and a report shall be made to the Board of Governors with the committee's recommendation for the acceptance or rejection of such application. The Board of Governors shall not act on any such application for membership without a report thereon from the Membership Committee, unless such quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the corporation and the President of the corporation shall appoint members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the corporation shall be served by such removal.
Section 4. TERM OF OFFICE
Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until their successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. CHAIRMEN
One member of each committee shall be appointed as chairman. This appointment will be made by the President.
Section 6. 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 7. QUORUM
Unless otherwise provided in the resolution of the Board of Governors 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 8. RULES
Each committee may adopt rules for its own government not inconsistent with these By-laws or with the rules adopted by the Board of Governors.
ARTICLE VIII Contract, Checks, Deposits and Funds
Section 1. CONTRACTS
The Board of Governors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Governors. In absence of such determination by the Board of Governors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the corporation.
Section 3. DEPOSITS
AII funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Governors may select.
Section 4. GIFTS
The Board of Governors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.
ARTICLE IX Certificates of Membership
Section 1. CERTIFICATES OF MEMBERSHIP
The Board of Governors may provide for the issuance of certificates evidencing therefore upon such terms and conditions as the Board of Governors may determine.
Section 2. ISSUANCE OF CERTIFICATES
When a member has been elected to membership and has paid any entrance fee and dues that may then be required, a certificate of membership shall be issued in their name and delivered to them by the Secretary, if the Board of Governors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this article.
ARTICLE X Books and Records
The corporation shall keep correct and completed books and records of account and shall also keep minutes of the proceedings of its members, Board of Governors, and committees having any of the authority of the Board of Governors, and shall be kept
ARTICLE XI Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and end on the thirty-first day of December in each year.
ARTICLE XII Dues
Section 1. ANNUAL DUES
The Board of Governors may determine from time to time the amount of entrance fee, if any; and also the amount of annual dues payable to the corporation by members of any class.
Section 2. PAYMENT OF DUES
Dues shall be payable in advance of the first day of January in each year.
Section 3. DEFAULT AND TERMINATION OF MEMBERSHIP
When any member of any class shall be in default in the payment of dues for a period of three years from the beginning of the period for which such dues became payable, their membership may thereupon be terminated by the Board of Governors in the manner provided in Article III of these By-Laws.
ARTICLE XIII Seal
The Board of Governors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Illinois .”
ARTICLE XIV Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the articles of incorporation or the By-laws of the corporation, 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.
These By-laws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the governors present at any regular meeting or at any special meeting, provided that at least ten days' written notice is given of intention to alter, amend or repeal or to adopt new By-laws at such meeting.
ARTICLE XVI Order of Business
Section 1. ORDER OF BUSINESS.
The order of Business of the Board of Governors shall be:
- Call to order by the President
- Roll Call and Reading of Proxies
- Reading of the minutes of the last meeting
- Reports of officers
- Reports of committees
- Introduction of resolutions
- Consideration of unfinished business of the preceding session
- Election of officers
- Installation of officers for ensuing term
- Announcement of committee appointments by newly installed
President
- New Business
- Adjournment
ARTICLE XVII Guests
Section 1.
Any member of the medical or allied professions in good ethical standing may attend any or all of the scientific sessions but shall be required to pay the registration fee.
Section 2.
Any member of the American Fracture Association, in good standing, may invite another member of the medical or allied professions to attend any or all of the scientific sessions and payment should be at the discretion of the Program Chairman
ARTICLE XVIII Auxiliary
Section1.
As an adjunct to the organization, the Board of Governors may direct that there be an auxiliary committee for the purpose of providing the spouses of the members of the Association with such activities as the committee from time shall establish. In addition, to provide support services consistent with the purpose of the Association.
Section 2.
The membership of the committee shall consist solely of spouses of members of the Association.
Section 3.
The committee shall, at the annual meeting of the Association, elect a chair person and such subcommittees as the chairperson shall designate to serve for a one-year term.
ARTICLE XIX Dissolution
In the event of dissolution or final liquidation of the American Fracture Association, all of its assets remaining after payment of its obligations have been made and provided for shall be distributed to and among such corporations, foundations, or other organizations operated exclusively for scientific and educational purposes consistent with those of the American Fracture Association . This distribution shall be designed by the Board of Governors.
• Eventos; en esta sección presentamos los eventos o un calendario de eventos para el año 2006, con fechas y lugares donde AFA desarrollara algún acontecimiento segun la índole del evento.
From: Diana D. Carr, president of the American Fracture Association
|
