Article 1: Purpose

The purpose of The American Orthopaedic Association (hereafter the “Association” or the “Corporation”), which is organized exclusively for scientific, educational and research purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, is to identify, develop, engage, and recognize leadership to further the art and science of orthopaedics and to engage in activities as may be necessary or appropriate to carry out such purposes.

The Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status as a Corporation which is exempt from federal income taxation as an organization of the type described in Section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future federal income tax code.

No part of the net earnings of the Corporation shall ensure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes herein set forth.

No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) in a political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code, nor shall the Corporation engage in any activities that are unlawful in the applicable federal, state, or local laws.

In the event of the entire or partial termination, dissolution or winding up of this Corporation in any manner or for any reason whatsoever, the assets of the Corporation which remain after payment or making provisions for payment of all liabilities of the Corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future or federal tax code, of shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located exclusively for such purposes or for such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

The Corporation shall not operate for the purposes of carrying on a trade or business for profit.

The Corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax and undistributed income imposed by Section 4942 of the Internal Revenue Code or the corresponding section of any subsequent future federal tax code.

The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code or corresponding section of any future federal tax code.

The Corporation will not make any investment in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code or corresponding section of any future federal tax code.

The Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article II: Membership

Section 1. Membership

There shall be seven (7) classes of membership in the Association: Active, Honorary, Corresponding, Associate, Affiliate, Senior and Emeritus. The number of Association members at any given time shall be determined by the number of qualified applicants voted into Membership, rather than an arbitrary limit. Qualifications and criteria required to qualify for each membership class shall be set forth by the Membership Committee.

Section 2. Active Membership

A.   Active Member.
A candidate for Active Membership shall have been engaged in the practice of Orthopaedics for at least four years by December 31 in the year of election into membership.  He or she shall have demonstrated leadership in the Orthopaedic community, evidenced significant contributions to the field of orthopaedics, and been certified by the American Board of Orthopaedic Surgery, Fellow of the Royal College of Surgeons of Canada in Orthopaedic Surgery, certified by the American Osteopathic Board of Orthopaedic Surgery or by the American Osteopathic Board of Surgery. Active Members must be nominated and approved in accordance with Section 9 of this Article II.

B.  Meetings, Dues, Voting Rights, and Offices.
Active Members shall have the privilege of attending all meetings of the Association, vote, and hold office. Active Members pay dues and sustain a penalty for failure to attend meetings.

Section 3. Honorary Membership

A. Presidents of Other Orthopaedic Associations.
The Presidents of the American Academy of Orthopaedic Surgeons, British Orthopaedic Association, Canadian Orthopaedic Association, Australian Orthopaedic Association, South African Orthopaedic Association, and the New Zealand Orthopaedic Association shall be Honorary Members of the American Orthopaedic Association during their respective terms in office. On a case by case and term by term basis, the Executive Committee, in its sole discretion, may grant Honorary Membership to the Presidents of other Orthopaedic Associations during the time they serve as President of their organization.

B.  Distinguished Contributors.
Honorary Membership may be granted to those persons who have made distinguished contributions to Orthopaedics in general or to the Association specifically, but who do not otherwise meet the qualification requirements for Active Membership.

C.  Meetings, Dues, Voting Rights, and Offices.
Honorary Members shall have the privilege of attending all meetings of the Association. They do not vote, hold office, pay dues, or sustain a penalty for failure to attend meetings.

D.  Approval of Candidates.
The Executive Committee may recommend for consideration of Membership, candidates for Honorary Membership who, if approved shall be presented to the Membership for approval at the Executive Session of the Annual Meeting.

Section 4. Corresponding Membership

A.  Corresponding Member.
Corresponding Membership may be awarded to distinguished Orthopaedists in countries other than the United States or Canada. Corresponding Members must be nominated and approved in accordance with Section 9 of this Article II.

B.  Meetings, Dues, Voting Rights, and Offices.
Corresponding Members shall have the privilege of attending all meetings of the Association. Corresponding Members shall be required to pay dues. Corresponding Members do not vote, do not hold office and do not sustain a penalty for failure to attend meetings.

Section 5. Emeritus Membership.

A.  Emeritus Member.
The Executive Committee may grant Emeritus Membership at the request of any member who

  1. has been a member for no less than five (5) years and who is no longer active in the practice of Orthopaedics; or
  2. has attained age 72.

B.  Meetings, Dues, Voting Rights, and Offices.
Emeritus Members shall have the privilege of attending all meetings of the Association. Emeritus Members do not vote, hold office, pay dues, or sustain a penalty for failure to attend meetings, but may participate on appointed (standing) AOA committees.

Section 6. Associate Membership

A.  Associate Members.
Associate Membership may be granted to highly capable individuals with an advanced degree who have an academic appointment in an orthopaedic department, and are not involved in clinical practice. Associate Members must be nominated and approved in accordance with Section 9 of this Article II.

B. Meetings, Dues, Voting Rights, and Offices.
Associate Members shall have the privilege of attending all meetings of the Association. Associate Members may vote, but cannot hold office. Associate Members pay dues and sustain a penalty for failure to attend meetings.

Section 7. Affiliate Membership

A. Affiliate Members.
Affiliate Membership may be granted to distinguished individuals who have contributed to the advancement of musculoskeletal patient care, through leadership, research, or education. Affiliate Members must be nominated and approved in accordance with Section 9 of this Article II.

B. Meetings, Dues, Voting Rights, and Offices.
Affiliate Members shall have the privilege of attending all meetings of the Association. Affiliate Members may not vote at general business meetings of the Association nor may they hold office. Affiliate Members may serve on appointed (standing) committees and may exercise voting privileges concerning committee business only. Affiliate Members pay dues and sustain a penalty for failure to attend meetings.

Section 8. Senior Membership

A. Senior Member.
The Executive Committee may grant Senior Membership at the request of any member who has been a member for no less than five (5) years and who has attained age 68.

B. Meetings, Dues, Voting Rights, and Offices.
Senior Members shall have the privilege of attending all meetings of the Association, vote and serve on committees. Senior Members pay dues, but do not hold office, or sustain a penalty for failure to attend meetings.

Section 9. Nomination & Approval of Active, Corresponding, Associate, and Affiliate Members.

A. Nominations.
Nominations for Active, Corresponding, Associate and Affiliate Membership shall be received from the Membership in accordance with the procedures established from time to time by the Membership Committee. Candidates for Active, Corresponding, Associate and Affiliate Membership must be proposed and seconded by no less than two members from the Active, Senior and/or Emeritus Membership classes.

B. Membership Committee Review.
The Membership Committee shall review and consider the qualifications of Candidates who are duly proposed and seconded in accordance with the procedures proscribed by the Membership Committee. Based on its review of duly proposed and seconded Candidates, the Membership Committee shall identify a list of Candidates acceptable to the Membership Committee (Membership Committee List) and submit the Membership Committee List to the Executive Committee for its review.

C. Membership Approval.
From the Membership Committee List, the Executive Committee shall identify a list of Candidates acceptable to the Executive Committee (Executive Committee List) and submit the Executive Committee List to the Membership for their review and comments. Thereafter, the Membership Committee shall obtain and review the comments of responding members and, following their review, shall identify and submit a final list of Candidates to the Executive Committee for its final approval. Thereafter, the names of candidates approved by the Executive Committee for Membership shall be presented to the Membership for a vote at the Executive Session of the Annual Meeting by the Chair of the Membership Committee.

D. Removal or Deferral.
If, after consideration of a candidate’s qualifications by the Membership Committee, the candidate is not accepted, the Membership Committee shall in its sole discretion either remove the Candidates name from the list of active candidates or place the Candidates name on a deferred list for one additional year during which the Candidate’s name may be resubmitted in accordance with the procedures set forth by the Membership Committee. If a candidate for Membership has been removed from consideration, he or she cannot be proposed again until a lapse of two years has occurred.

Section 10. Termination of Membership.

A. Failure to Attend Meetings or Pay Dues.
The Executive Committee may suspend or terminate a member’s membership for failure to attend meetings and/or failure to pay dues and assessments. An Active, Affiliate or Associate Member who fails to attend an AOA meeting over a three year period throughout the member’s first ten years of membership, without an excuse deemed acceptable to the Executive Committee in its sole discretion, or who fails to pay dues or assessments when due, shall be notified that his or her membership will be terminated unless within thirty (30) days he or she provides the Association Secretary with an appropriate written explanation for his or her failure to attend, or proof that the subject dues or assessment was paid. In the event that said member fails to provide an adequate response within the thirty (30) day period, the Executive Committee, in its sole discretion, may suspend or forfeit his or her membership.

B. Unethical Act or Conduct.
The Executive Committee may suspend or terminate a member’s membership for an unethical act or conduct. A member who is accused of an unethical act or breach of personal conduct shall be notified of the charges and afforded a hearing before the Executive Committee in accordance with the following process.

(i)  Disciplinary Procedures.
All matters pertaining to the question of a member’s conduct shall be submitted to an Ad Hoc Judicial Affairs Committee of Members for consideration. The Ad Hoc Judicial Affairs Committee shall be established from time to time by the Executive Committee. If, after investigation, the Judicial Affairs Committee determines that action against the member may be warranted, then the Judicial Affairs Committee shall send written notice to the member not less than thirty (30) days prior to a hearing on the matter before the Judicial Affairs Committee:

(a) setting forth the date, time and place of the Judicial Affairs Committee’s meeting;

(b) informing the member that the Judicial Affairs Committee will consider possible disciplinary action against that member at the meeting and including a statement regarding the basis for the action; and

(c) inviting the member to attend the meeting in person or by representative and to have the benefit of legal counsel; to submit evidence regarding the matter being considered; and to set forth why disciplinary action against that member should not be taken. After such hearing, the Judicial Affairs Committee may take disciplinary action against the member. Prompt written notice of any such action shall be sent to the interested member(s). Upon the Judicial Affairs Committee’s request, the Association’s Legal Counsel shall act as prosecutor for any disciplinary matter.

(ii) Appeal.
Any decision by the Judicial Affairs Committee to suspend or terminate membership may be appealed by that member to the Executive Committee. There shall be no action taken by the Judicial Affairs Committee pending any such appeal. An appeal must be filed by the member within thirty (30) days of the Judicial Affairs Committee’s decision to take disciplinary action by submitting a written petition for appeal to the Executive Committee. The Chairperson of the Judicial Affairs Committee or the Chairperson’s designee shall respond to any such petition by presenting an oral or written statement to the Executive Committee. The Executive Committee shall consider such petition and any statement of the Judicial Affairs Committee, and may modify or reverse the Judicial Affairs Committee’s decision to take disciplinary action against the member by a vote of two-thirds (2/3) of the Executive Committee members who are entitled to vote. Prompt written notice of any such action shall be sent to the interested member(s).

(iii) Confidentiality.
All information considered in disciplinary proceedings, whether or not such proceedings result in disciplinary action, shall be confidential and shall not be subject to publication, discovery or public except in accordance with these policies and procedures or as otherwise may be required by law.

(iv) Impartiality.
Only disinterested and impartial members of the Judicial Affairs Committee and the Executive Committee shall participate in deliberations with respect to disciplinary actions against any member. Members of the Executive Committee who are also members of the Judicial Affairs shall not participate in deliberations with respect to, or vote on, any disciplinary action appeal that is submitted to the Executive Committee.

(v) Reinstatement.
In the event that disciplinary action taken against a member shall result in suspension or expulsion, such member may be reinstated in accordance with the Executive Committee’s disciplinary action or under such terms and conditions as the Executive Committee may determine.

C. Voluntary Resignation.
Any member may voluntarily terminate his or her membership by providing the Association with written notice of his or her decision to resign. A resignation of membership neither affects a member’s responsibility to pay dues, assessments, or any other amounts owed the Association as of the date of resignation, nor entitles the member to any refund.

D. Professional Certification.
An active member, who fails to maintain a valid certification by the American Board of Orthopaedic Surgery, the American Osteopathic Board of Orthopaedic Surgery, American Osteopathic Board of Surgery or be a Fellow of the Royal College of Surgeons of Canada in Orthopaedic Surgery, will have his or her membership terminated. A member must notify the Association of any loss, revocation, or other termination of his or her certification.

E. Informal Action by Members.
Any action required to be taken at a meeting of the members of the Corporation, or any other action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed either (a) by all the members entitled to vote with respect to the subject matter thereof, or (b) by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voting. If such consent is signed by less than all of the members entitled to vote, then such consent shall become effective only (a) if, at least five days prior to the effective date of such consent, a notice in writing of the proposed action is delivered to all of the members entitled to vote with respect to the subject matter thereof, and (b) if, after the effective date of such consent, prompt notice in writing of the taking of the corporate action without a meeting is delivered to those members entitled to vote who have not consented in writing.

Article III: Officers and Duties

Section 1. General Provisions

A. Officers
The Officers of the Association shall consist of the President, First President-Elect, Second President-Elect, Secretary, Treasurer, and, during periods specified below, a Secretary-Elect and a Treasurer-Elect. The Executive Committee may elect or appoint such other officers as it shall deem necessary, who shall have the authority to perform such duties as may be prescribed from time to time by the Executive Committee.

B. Election and Term of Office
The officers of the Association shall be elected by and from the eligible voting membership. The President, First President-Elect, and Second President-Elect shall serve one-year terms and until their successors have been duly elected and qualified, and the Secretary and Treasurer shall serve three-year terms and until their successors have been duly elected and qualified. The Membership may nominate additional Candidates for consideration prior to the vote. The President, First President-Elect and Second President-Elect, Secretary and Treasurer shall not be eligible for two consecutive terms. Officers shall be elected by the eligible voting membership at its annual meeting and according to such procedures as the Nominating Committee designates and the Executive Committee adopts from time to time. Such officers shall assume office at the conclusion of the annual meeting in which they are elected. New offices may be created and filled at any meeting of the Executive Committee.

C. Removal
Any officer duly elected or appointed may be removed by two-thirds vote of the Executive Committee whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer who is removed. Election to an office shall not in itself create contract rights.

D. Resignation
Any officer may resign at any time by giving written notice to the Executive Committee or to the President or Secretary of the Association. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

E. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the President, with the consent of the Executive Committee at an annual or regular meeting or at a special meeting called for such purpose. Each officer elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.

Section 2: Duties of the Officers

A. President
The President shall preside at all meetings of the Association and of the Executive Committee. The President shall appoint Ad Hoc Committees with the approval of the Executive Committee, or as directed by the Membership acting in Executive Session. The President shall make appointments to fill all vacancies that occur in committees between annual meetings of the Association unless otherwise provided in the Bylaws. The President shall perform all other duties incident to the office of President and such other duties as may be prescribed by the Executive Committee.

B. First President-Elect
The First President-Elect shall assume duties of the President at the close of the Executive Session of the Annual Meeting following the meeting at which he or she was elected. He or she shall serve on the Executive Committee. In the absence, incapacity, or request of the President, the First President-Elect shall preside at meetings of the Association and the Executive Committee; when acting in this capacity as the interim President, the First President-Elect shall have the powers and restrictions of the President. The First President-Elect will give a presidential address during the Meeting at which he or she assumes the Presidency. The First President-Elect shall perform such other duties as may be assigned him or her by the President or the Executive Committee of the Association.

C. Second President-Elect
The Second President-Elect shall succeed to the office of First President-Elect at the close of the Executive Session of the Annual Meeting following the meeting at which he or she was elected. He or she shall serve on the Executive Committee In the absence or incapacity of the First President-Elect, the Second President-Elect shall perform the duties of the First President-Elect; and when acting in this capacity, shall have the powers and restrictions of the First President-Elect as the interim First President-Elect. The Second President-Elect shall perform such other duties as may be assigned him or her by the President or the Executive Committee of the Association.

D. Death or Incapacity
In the event of the death or incapacity of the First President-Elect, the Nominating Committee that was elected at the last Annual Meeting shall be reconvened to select a nominee for the office. The Executive Committee shall be empowered to elect the nominee to office. In the event of the death or incapacity of the Second President-Elect, this position will be filled by a new candidate elected at the next Annual Meeting.

E. Secretary
The Secretary shall carry out all official correspondence of the Association and shall serve for no more than one three-year term. The Secretary shall:

(i) Keep a record of the names of all members and visitors attending the Annual Meeting;
(ii) Notify elected candidates of their election to membership and the members of their election to office or appointment to Committees;
(iii) Prepare certificates of membership for presentation to new members at the Annual Meeting following their election;
(iv) Transcribe and maintain the proceedings of the Executive Committee
(v) Notify the Treasurer of changes in Membership of the Association;
(vi) Perform such other duties as may be assigned by the Association, the Executive Committee or the President.

F. Secretary-Elect
The Secretary-Elect shall be elected one year prior to termination of the incumbent Secretary’s tenure; he or she shall assist the Secretary and be a member of the Executive Committee.

G. Treasurer
The Treasurer shall be the custodian of funds and other assets of the Association and shall be bonded at the expense of the Association in the amount established by the Executive Committee on a yearly basis. The Treasurer shall serve no more than three years. The Treasurer shall:

(i) Collect all monies due the Association;
(ii) Prepare the accounts of the Association for audit by a certified public accountant each year prior to the Annual Meeting;
(iii) Report at the Annual Meeting on the financial condition of the Association;
(iv) Buy or sell securities or assets of the Association in case of special need, as directed by and on recommendation of the Finance Committee and with the consent of the Executive Committee;
(v) Serve as Chair of the Finance Committee;

H. Treasurer-Elect
The Treasurer-Elect shall be elected one year prior to the termination of the incumbent Treasurer’s tenure. The Treasurer-Elect shall assist the Treasurer and be a member of the Executive and Finance Committees.

Section 3: Duties of the Non-Officers

A. Historian
The Historian shall be appointed by the Executive Committee and serve one three year term, eligible to serve an additional three year term at the discretion of the Executive Committee. The Historian:

(i) Shall compile and maintain an historical record of the Association:
(ii) Shall compile a necrology list of members who have died during the year for presentation at the Executive Session of the Annual Meeting;
(iii) May attend the Meetings of the Executive Committee as an ex officio non-voting member.

B. Delegates-at-Large
One Active member who, at the time of his/her election, has been in the Association less than seven years shall be elected as a member of the Executive Committee for a period of two years. A second Active member, with no requirements regarding AOA membership tenure, shall be elected as a member of the Executive Committee for a period of two years. The two Delegates-at-Large shall be elected with staggered terms.

C. Lay Delegate
The Lay Delegate shall be appointed by and serve at the discretion of the Executive Committee. The Lay Delegate:

(i) Shall attend the Meetings of the Executive Committee as a non-voting member
(ii) Shall serve in a 3 year term, eligible for a single renewal term.

D. Emerging Leader Delegate
The Emerging Leader Delegate shall be appointed by and serve at the discretion of the Executive Committee. Individuals considered for this Delegate role shall be, and must remain for the term of the appointment, a member of the AOA Emerging Leaders Program. The Emerging Leader Delegate:

(i) Shall attend the Meetings of the Executive Committee as a non-voting member;

(ii) Shall serve for one 2-year term, not eligible for renewal.

Article IV: Committees

Section 1. Committees

There shall be Elected Committees, Standing Committees, and Ad Hoc Committees.

A.  Elected Committees
Elected Committees shall include the Executive Committee, the Membership Committee, and the Nominating Committee. Membership on Elected Committees, who are not serving based on their office or as committee chair, shall be by election at an Annual Meeting in accordance with the procedures established from time to time by the Nominating Committee, as approved by the Executive Committee consistent with Article V, Section 3. of these Bylaws, for terms appropriate to fulfill the Committee function.

(i) Executive Committee
The Executive Committee shall consist of the President, First President-Elect, Second President-Elect, Secretary, Secretary-Elect (when applicable), Treasurer, Treasurer-Elect (when applicable), the two immediate Past-Presidents of the Association, and two Delegates-at-Large. The Historian, Lay Delegate, Emerging Leaders Delegate, Chair of the Membership Committee, and Chairs of other Committees deemed appropriate by the Executive Committee will serve as non-voting members.
(a) The Executive Committee shall have the power to act for the Association in the administration of the affairs of the Association. In the exercise of such interim powers conferred upon it by the Bylaws, the Executive Committee shall be bound by the policies established by the Association.
(b) The Executive Committee shall control the corporate powers of the Association and act as a Board of Directors.
(c) The presence of two-thirds (2/3) of the voting members of the Executive Committee shall be a quorum necessary for the transaction of business.
(d) The authority of the Executive Committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Executive Committee members entitled to vote.
(e) Participation at Meeting by Conference Telephone, Internet, or Other Telecommunications Medium. Members of the Executive Committee, or of any committee designated by the Executive Committee, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone, Internet, or similar telecommunications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

(ii) Membership Committee
The Membership Committee shall consist of two Delegates-at-Large who shall each serve a two-year term, and as many Active members as deemed necessary by the Executive Committee, plus the two most recent Past-Presidents of the Association, who shall be ex officio members. The senior elected member shall serve as Chair. The senior elected member shall be retired each year to be succeeded by a member elected for a five-year term.

The Membership Committee shall consider the recommended Candidates and make recommendations to the Executive Committee. An Active or Emeritus Member may propose candidates for Active, Associate, Affiliate or Corresponding Membership and second the nomination of other candidates for Active, Associate, Affiliate or Corresponding Membership in any one year, but shall neither propose four candidates nor second four candidates in any one year.

(iii) Nominating Committee
The Nominating Committee shall consist of the immediate Past-President, who shall serve as the ex-officio non-voting member, the Second Past-President, who shall serve as the Nominating Committee Chair, four members elected by the Membership at or immediately after the Executive Session of the Annual Meeting, and two members selected by the Membership Committee to round out the diversity of the Nominating Committee, with guidance provided by Executive Committee-appointed Diversity Liaisons. One of the four, elected members must be age 50 or less at the time of the election.

(a) The Committee shall consider the candidates and make nominations for the office of First President-Elect, Second President-Elect, Secretary or Secretary-Elect (when applicable), Treasurer, or Treasurer-Elect (when applicable), and Member to the Membership Committee. Six members are to be nominated as candidates to the American Board of Orthopaedic Surgery for each vacant position on the Board, and one member is to be nominated as Delegate-at-Large to the Executive Committee. These nominations shall be reported at the Executive Session of the following Annual Meeting. The Nominating Committee shall also solicit nominations (when applicable) for the; position of Emerging Leader Delegate and make recommendations to the Executive Committee for appointment of this position for a two-year term. The recommendation shall not be considered part of the slate reported at the Executive Session of the following Annual Meeting.

(b) Members of the Association who serve on the Nominating Committee are ineligible for reelection or reappointment to the Committee in the succeeding year, except for the Immediate Past President who shall serve as Nominating Committee Chair during the Second Past President term.

(c) Members serving on the Nominating Committee shall not be eligible to be considered for the Slate in the year that they serve on the Committee.

(d) Current Executive Committee members, other than the Immediate and Second Past Presidents who shall serve as ex-officio non-voting member and Chair of the Nominating Committee, respectively, may not serve on the Nominating Committee.

B. Standing Committees
Standing Committees shall include those Standing Committees deemed appropriate by the President and the Executive Committee. The charges to and composition of Standing Committees shall be determined by the President, with the approval of the Executive Committee.

C. Ad Hoc Committees and Taskforces
Unless otherwise provided by these bylaws, Ad Hoc Committees and Taskforces shall be appointed and charged by the President, with the approval of the Executive Committee, as needed for specific tasks. Upon completion of its duties, the Committee or Taskforce shall be discharged.

D. Informal Action By Committees
The authority of the any Committee may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all of the Committee members entitled to vote.

E. Meetings Through Electronic Communication
Members of the Executive Committee, or of any committee designated by the Executive Committee, may take any action permitted or authorized by these bylaws pursuant to meeting by means of conference telephone, Internet, or similar telecommunications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Article V: Annual Meeting

Section 1. Meetings

A.  Annual Meetings
There shall be an Annual Meeting of the Association, the date and place of which shall be determined by the Executive Committee.

B.  Special Meetings
Special meetings may be called by action of the Executive Committee or by the President, or upon requests of no less than fifty Active or Senior Members.

Section 2. Invited Guests

All members have the privilege of inviting guests to the Annual Meeting, the number of which may be limited from time to time by the Executive Committee. Guests of the President are not limited. The Annual Meeting shall also be open to domestic and international allopathic or osteopathic surgeons who are not members and who register to attend the meeting. The maximum number of non-member registrants for the Annual Meeting may be limited from time to time by the Executive Committee.

Section 3. Elections

Except for the election of the Nominating Committee, all elections shall be held at the Executive Session of the Annual Meeting in accordance with the process established from time to time by the Executive Committee. After receipt of the Nominating Committee’s report, other nominations may be made from the floor.

Section 4.  Papers and Discussions

The Program Committee shall be responsible for the format and content of the Scientific Program.

Section 5. Quorum

The presence of fifty (50) voting members at any Executive Session shall be a quorum necessary for the transaction of business.

Section 6. Executive Decisions

An Executive Sessions shall be held during each Annual Meeting, at the times and locations set by the Executive Committee.

Article VI: Meetings and Executive Sessions

All meetings of the Association shall be conducted according to the Bylaws and, unless specifically addressed by the Bylaws shall be conducted in accordance with parliamentary procedures according to Robert’s Rules of Order.

Article VII: Dues and Assessments

Section 1. Initiation Fee

Active members shall pay an initiation fee set by the Executive Committee.

Section 2. Annual Dues

Annual dues for Active, Associate, Affiliate, and Corresponding Members shall be determined each year by the Executive Committee.

Section 3. Designation of Dues and Fees

The initial and annual dues for each category of membership, the time for paying such dues, and assessments, if any, shall be determined from time to time by the Executive Committee. Annual dues are not refundable.

Article VIII: Publications

Section 1. Official Journal

The Journal of Bone and Joint Surgery shall serve as the official publication of The American Orthopaedic Association.

Section 2. Reports to Membership

An annual report and other communications shall be made available to the members as prescribed by the Bylaws and the Executive Committee.

Article IX: Contracts, Checks, Deposits, and Funds

Section 1. Contracts

The Executive Committee may authorize any officer or officers, agent or agents of the Corporation, 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 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 Executive Committee. In the absence of such determination by the Executive Committee, 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

All 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 Executive Committee may select.

Section 4. Gifts

The Executive Committee 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 X: Books and Records

The Corporation shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its members, Executive Committee, and committees having any of the authority of the Executive Committee and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

Article XI: Indemnification

Section 1. Indemnification in Actions Other Than by or in the Right of the Corporation

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

Section 2. Indemnification in Actions by or in the Right of the Corporation

The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3. Right to Payment of Expenses

To the extent that a director, officer, employee, or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 4. Determination of Conduct

Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Executive Committee by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the members entitled to vote, if any.

Section 5. Payment of Expenses in Advance

Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Executive Committee in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

Section 6. Indemnification not Exclusive

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 7. Insurance

The Corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

Section 8. Notice to Members

If the Corporation has paid indemnity or has advanced expenses under this Article to a director, officer, employee, or agent, the Corporation shall report the indemnification or advance to any members entitled to vote with or before the notice of the next meeting of the members entitled to vote.

Section 9. References to Corporation

For purposes of this Article, references to “the Corporation” shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger that, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Article with respect to the surviving corporation as such person would have with respect to such merging corporation if its separate existence had continued.

Section 10. Other References

For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee, or agent of the Corporation that imposes duties on or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article.

Article XII: Amendments

These bylaws may be altered, amended, or repealed, and new and other bylaws may be made and adopted at any annual or regular meeting of the Executive Committee, or at a special meeting called for that purpose, by the affirmative vote of two-thirds of the Executive Committee present at the meeting; provided that any such changes are approved by the voting members as follows: a proposed change shall be communicated to each voting member and shall become effective upon approval by a majority vote of those members returning ballots; provided further that not less than 15% of the members return ballots and provided further that the voting period remains open for not less than 30 days.

Amended June 21, 2006
Amended May 21, 2007
Amended April 25, 2008
Amended March 16, 2011

1. Added new Senior category (Article II)
2. Added Historian term limit  (Article III, Section 3)
3. Revised eligibility of Nominating Committee Members (Article IV, Section 1)

Amended September 8, 2011

  1. Changed meeting attendance requirement from life of membership to Member’s first 10 years.

Amended February 1, 2013

  1. Changed maximum tenure as a member in AOA from 5 years to 7 years for individuals who may be considered for the Delegate-at-Large position. (Article III, Section 3.B)

Amended February 21, 2014

  1. Changed one Delegate-at-Large position to have no tenure requirement. (Article III, Section 3.B)

Amended August 27, 2015

  1. Added to the Nominating Committee members elected to the Committee are not be eligible for the Slate in the year that they serve on the Committee. (Article IV, Section 1.A.)

Amended June 1, 2016

  1. Eliminated Chair of Program Committee from the Executive Committee. In addition, added Chairs of other Committees as deemed appropriate by Executive Committee will serve as non-voting members. (Article IV, Section 1A. (i))
  2. Eliminated the following specific Standing Committees: Bylaws, Finance/Investment, Academic, Fellowship, Program Committee. (Article IV, Section 1B.)
  3. Added Taskforces to be appointed and charged by President with approval of Executive Committee. (Article IV, Section 1C.)

Amended August 8, 2016

  1. To allow those certified by the American Osteopathic Board of Orthopaedic Surgery or by the American Osteopathic Board of Surgery to be eligible for Active Membership. (Article II, Section 2)
  2. Professional Certification of an active member, who fails to maintain a valid certification by the American Board of Orthopaedic Surgery, the American Osteopathic Board of Orthopaedic Surgery or American Osteopathic Board of Surgery, or be a Fellow of the Royal College of Surgeons of Canada in Orthopaedic Surgery, will have his or her membership terminated. A member must notify the Association of any loss, revocation, or other termination of his or her certification. (Article II, Section 10)

Amended August 31, 2017

  1. Annual Meeting registration will now be open to both domestic and international allopathic and osteopathic surgeons  who are not members.  The maximum number may be limited from time to time by the Executive Committee. (Article V, Section 2)

Amended May 11, 2019

  1. An Emerging Leader Delegate will now be appointed by and serve at the discretion of the Executive Committee. Shall attend Executive Committee meetings as a non-voting member and will serve for one 2-year term, not eligible for renewal. (Article III, Section 3)
  2. An Emerging Leader Delegate position was added to the Executive Committee composition and will be vetted by the Nominating Committee. (Article IV, Section 1)
  3. One of the four elected members to the Nominating Committee must be age 50 or less at the time of election. (Article IV, Section 1.A(iii))

Amended June 10, 2021

  1. Nominating Committee composition is amended to include Immediate Past President as ex-officionon-voting member, and two members selected by the Membership Committee with guidanceprovided by the Executive Committee-appointed Diversity Liaisons. (Article IV, Section 1.A.(iii.))

2. Article IV, Section 1.A.(iii.)(b) amended to state that members of the Nominating Committee areineligible for reelection or reappointment to the Committee in the succeeding year, except for theImmediate Past President.

3. Article IV. Section 1.A.(iii.)(c) amended to exclude Immediate and Second Past Presidents.

Amended August 8, 2023

  1. Membership criteria is amended from five years in practice to four years in practice as of December 31st in the year of election. (Article 2, Section II.A.)
  2. Nominating Committee criteria is amended from prohibiting members elected to the Nominating Committee to be on the Slate during the year they are on the committee to prohibiting members who serve on the Nominating Committee to be on the Slate during the year they are on the committee. (Article IV. Section I.A.(iii)c.)