Florida Orthopaedic Society
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FLORIDA ORTHOPAEDIC SOCIETY
(A Corporation Not For Profit)

BYLAWS

ARTICLE I: Name
The name of this corporation shall be the Florida Orthopaedic Society
For Our Members
For Our Patients
ARTICLE II: Purpose
The purpose of this Society shall be the advancement of Orthopaedic Surgery as a medical specialty as defined by the American Academy of Orthopaedic Surgeons.

ARTICLE III: Membership


Section A: Qualifications and Classification
The Society shall be composed of Active Members, Associate Members, Candidate Members, Emeritus Members, Honorary Members, and Inactive Members.

1. Active Members shall be doctors of medicine/osteopathic medicine who are licensed in the State of Florida; have been engaged in the exclusive practice of orthopaedic surgery for at least four years in the State of Florida; have been an Associate Member for two years; and shall have been certified by the American Board of Orthopaedic Surgery or the American Osteopathic Association. Elevation to Active Membership shall be automatically considered after two years as an Associate Member pending approval of the Membership Committee and the Executive Committee, and finally a majority vote of the membership for acceptance at the next regular meeting of the Society.

2. Associate Members shall be doctors of medicine/osteopathic medicine who are licensed in the State of Florida; have satisfactorily completed an orthopaedic residency in an AMA-approved orthopaedic training program; have engaged in the exclusive practice of orthopaedic surgery for at least two years in the same locality of the State of Florida. They shall not be permitted to vote or hold office. Associate Membership automatically terminates after five years if the Associate Member has not become certified by the American Board of Orthopaedic Surgery or the American Osteopathic Association.

3. Candidate Members shall be doctors of medicine/osteopathic medicine who are engaged full-time in a Florida-based AMA-approved residency program in orthopaedic surgery or have completed the same and are not yet eligible for Associate Membership. They may not vote or hold office. They shall pay reduced dues as determined by the Executive Committee. Candidate Membership will automatically terminate upon elevation to Associate Membership. Candidate Membership will also be terminated for non-payment of dues or failure to complete the residency program.

4. Emeritus Members shall be active members who have retired from active practice or who have reached the age of 65. They may be considered for Emeritus Membership upon their own request. They shall retain the right to vote and to hold office, but will not be required to pay dues.

5. Honorary Members shall be those physicians who have made outstanding contributions to the advancement of science and practice of Orthopaedic Surgery and are, or have been actively engaged in the scientific development of the field. They shall not pay dues nor shall they be permitted to vote or hold office.

6. Inactive Members shall be those Active Members who have become disabled by sickness or accident or otherwise have become incapacitated for a period in excess of fifteen (15) months and who are unable to engage in the practice of medicine or to assume duties of a medically oriented nature under public or private auspices. Such persons may request a transfer from the status of Active Member to that of Inactive Member. The request for transfer must be made in writing to the Secretary of the Society. This category of membership shall be reviewed annually by the Membership Committee and the Executive Committee unless terminated by the Inactive Member upon written notice to the Secretary of the Society. An Inactive Member shall not be permitted to vote nor hold office, nor shall they pay dues.

Section B: Application

1. Application for Active Membership shall be automatic after serving two years as an Associate Member provided that the Associate Member meets the eligibility requirements for Active Membership. Applicants' names shall be circulated to the membership by the Membership Committee and the Executive Committee prior to presentation to the membership for acceptance at the next meeting.

2. Applicants for Associate Membership shall make written application upon forms furnished by the Society. The application must be signed by the applicant, endorsed by separate letters from two Active Members in good standing with whom the applicant is not associated in practice. The names of the applicants shall be circulated to the membership. The applicant must be approved by the Membership Committee and the Executive Committee prior to presentation to the membership for acceptance at the next regular meeting.

3. Any member in good standing who has retired from active practice, or who has reached the age of 65, may apply in writing to the Secretary for Emeritus Membership. Such application shall require only approval of the Executive Committee.

4. Honorary members may be elected upon recommendation by an Active Member in good standing and acceptance by the Executive Committee.

5. Candidate Members shall make application by letter including the address of their training program and/or practice location. The application letter shall be accompanied by a verifying letter from the chief of the training program for those in an active training status.

6. All completed applications for memberships shall be forwarded to the Chairman of the Membership Committee at least thirty (30) days before the meeting at which they are to be acted upon.

7. Memberships shall be approved by the Executive Committee and by a two-thirds vote of the members voting at any regular meeting.

8. All communications received by the Executive Committee, the Membership Committee, or the Secretary relative to the character and professional standing of the applicant(s) shall be strictly confidential.

Section C: Dues and Privileges:

1. All Active and Associate Members shall subscribe to the Articles of Incorporation and these By-Laws at the time of their election to membership.

2. The annual dues for Active Members, Associate Members, and Candidate Members shall be determined by the Executive Committee with the approval of the membership.

3. Members more than 90 days in arrears for dues shall forfeit their privileges to vote or hold office as well as to receive any official publication of the Corporation.

4. Members who are in arrears for dues for more than one year or more shall be notified by the Treasurer by means of a registered letter, "Return Receipt requested." If the arrears are not paid within thirty (30) days after date of the delivery of the letter as shown on the registered letter receipt, the Treasurer shall cause the name of the member to be stricken from the roll and report such action at the next regular meeting of the Society, but the membership of the member in arrears shall terminate at the end of such thirty (30) day period, without any action by the Treasurer, the Executive Committee, or the members.

ARTICLE IV & SHY: Officers, Directors, Councilors

Section A: Description

1. Officers:

a) The officers of this corporation shall be the President, First Vice-President,
    the Second Vice-President, Secretary-Treasurer and Executive Director.  

b) The term of office for Executive Committee Members shall be two years.

c) Officers may be removed from office for cause such as failure to perform, 
    by vote of the Executive Committee. Vacancies occurring in any office of
    the Corporation, not elsewhere covered by these By-Laws shall be filled by
    action of the Executive Committee.

2. Directors:

a) The Directors of this corporation shall be six (6) in number.

b) Two (2) Directors shall be elected each year for a term of three years.

c) Directors may be removed from office for cause, such as failure to perform,
    by vote of the Executive Committee. Vacancies occurring in any Director
    position shall be filled by action of the Executive Committee.

3. Councilors:

a) The councilors shall be those members of the Florida Orthopaedic Society
    who are members of the American Academy of Orthopaedic Surgeons
    Board of Councilors.

b) The number of Councilors elected shall be determined by a population
    formula designated by the American Academy of Orthopaedic Surgeons.

c) A member shall have served as an officer or a director of the Florida
   Orthopaedic Society in order to be eligible for election as Councilor.
   Councilors shall be elected to represent geographic regions in the State,
   insofar as possible, and shall serve for a term of three years and may be
   reelected to a second term.

d) Councilors may be removed from their position for cause, such as failure to

    perform, by vote of the Executive Committee. In the event a Councilor
    vacancy occurs, the Executive Committee shall appoint a member to fill
    the unexpired term.


Section B: Duties

1. Officers:

a) President:

i) The President shall be the Chief Executive Officer of the
   Corporation. He shall preside over the meetings of the Executive
   Committee and the Corporation. He shall have the power to call
   special meetings of the Executive Committee. He shall authorize
   continuation of all necessary committees not constitutionally
   authorized and define their objective and shall appoint committee
   members to carry out these assignments.

ii) He may establish new ad hoc committees and appoint personnel
    as required to assist in the conduct of corporate business and, in
    so doing, should clearly specify the intent and objectives of the
    new committee.

iii) He shall maintain liaison with the Florida Medical Association
     and the American Academy of Orthopaedic Surgeons in an
     attempt to further the aims of those organizations and the
     Society.

iv) He shall assist the First Vice-President in orienting himself for
     assuming office at the close of the Annual Meeting.

v) He may not personally encumber Florida Orthopaedic Society
    funds except in case of an emergency when a meeting of the
    Executive Committee is not possible and then he may not
    obligate the Society for a sum in excess of $1000 for any single
    purpose or an aggregate of $3000 in a single year.

vi) The President shall have a discretionary fund determined by the
     Executive Committee, to be used for the good and furtherance of
     the aims of the Society.

 

b) First Vice-President:

i) The First Vice-President shall acquaint himself with the business
   and activities of the Society in order to be qualified to assume
   office at the Annual Meeting of the year following his election.

ii) The First Vice-President shall perform the duties of the President
    in his absence or in the case of the inability of the President to
    act and shall perform all duties which would be performed by the
    President if he were present. He shall succeed to the Presidency
    in the event of the death or incapacity of the President. He should
    serve as Vice-Chairman of the Board of Directors.

 

c) Second Vice-President:

i) The Second Vice-President shall be prepared to be second in line
   for Presidency in the event of the death, inability, or refusal to act
   on the part of the President. He should succeed the First
   Vice-President at the conclusion of the Annual Meeting.

ii) In the event of the absence of the First Vice-President or in the
    event of his or her death, or inability or refusal to act, the Second
    Vice-President shall perform the duties of the First
    Vice-President, and, when so acting, shall have all of the powers
    and be subject to all of the restrictions of the First Vice-President.
    In the event of death of both the President and the First
    Vice-President, inability, or refusal to act, the Second
    Vice-President shall perform the duties of the President.

iii) The Second Vice-President shall familiarize himself with the
     policies of the President so that these may be fulfilled in the
     event of the disability of the First Vice-President and the
     President.

iv) The Second Vice-President shall succeed to office of First
     Vice-President at the conclusion of the Annual Meeting.

 

d) Secretary-Treasurer:

i) As Secretary, he shall be responsible for performing all those roles
  normally fulfilled by a secretary included keeping and maintaining
  minutes of all official meetings and receiving and responding to
  official correspondence.

ii) As Treasurer, he shall be responsible for the proper conduct of all
    the financial affairs of the Society including the receipt of and
    prompt payment of all bills and financial obligations.

iii) The Secretary-Treasurer shall maintain a permanent booklet
     which shall contain the myriad details of the office. It may be
     added to or modified as necessary by the Secretary-Treasurer
     during his term of office and shall be delivered to the new
     Secretary-Treasurer immediately upon assumption of office.

 

e) Executive Director:

i) The Board shall be authorized to employ an Executive Director
   who shall serve as the Chief Administrative Official of the Society.
   The Executive Director shall possess such authority and be
   subject to whatever limitations the Board may impose.

ii) The Executive Director shall be delegated authority to act for and
    on behalf of the Society by the Board of Directors to perform
    administrative services, maintain offices, contracting on behalf of
    the Society for administrative services and necessary services
    including publication, supplies, facilities, etc. This is to be allowed
    up to a dollar amount set by the Board.

iii) The Executive Director shall be authorized by the Board to sign
     tax returns, certificates, and other documents required by local or
     Federal Governments or by agencies thereof.

iv) The Executive Director will be an ex-officio member of the
     Executive Committee.

 

2. Directors:

The Directors shall meet with the Officers and Councilors as members of the Executive Committee at all regularly scheduled and called meetings. Each Director shall have a vote in transacting the business of the Society.

 

3. Councilors:

The duties of the Councilors shall be to represent the Florida Orthopaedic Society interest, needs and concerns to the Board of Councilors of the American Academy of Orthopaedic Surgeons. Similarly, the Councilors shall inform the membership of the Florida Orthopaedic Society of matters of concern and actions taken by the American Academy of Orthopaedic Surgeons. The Councilors shall report on their activities at each business meeting of the Society.


Section C: Elections

Election of Officers, Directors, and Councilors shall be held at the Annual meeting. The Nominating Committee shall present a slate of nominations for those positions to be filled. Additional nominations may be made by Active Members from the floor. Voting shall be by voice vote unless a majority of the voters request otherwise. A majority vote shall be sufficient to elect Officers, Directors, and Councilors. They shall assume the elected positions at the next Annual Meeting.



ARTICLE V: COMMITTEES

Section A: Standing Committees

The standing committees of the Florida Orthopaedic Society shall include the Executive Committee, the Membership Committee, the Nominating Committee, the Program Committee. The Professional Liability Legislative Committee, the Ethics Committee, the By-Laws Committee, and the Planning and Development Committee.

1. Executive Committee:

a) The Executive Committee shall be composed of the President who shall serve as Chairman, the First Vice-President, the Second Vice-President, the immediate Past President, Secretary-Treasurer, six elected Directors, as well as the elected members of the Board of Councilors. The Executive Director shall serve ex-officio.
In the event that an officer or Past President is also a Councilor or an elected member of the Board of Directors, he shall have but one vote. The vacant position may be filled by an additionally elected member for the term of the officer or councilor.
b) The Executive Committee shall meet at least twice annually, preferably within a month of each of the other meetings of the Society. Called meetings of the Society may be held at any other time at the discretion of the President.
c) It shall be the duty of the Executive Committee to execute such plans as shall be adopted by the Corporation and they shall have the power to make draft upon the Treasurer for such funds as may be required. They shall have general management of the financial affairs of the Corporation. The Executive Committee shall have control of all property owned by or belonging to the Corporation.
d) The Executive Committee shall report to the membership at the regularly scheduled business meetings.
e) The Executive Committee shall have the power, after proper investigation, to recommend to the Corporation suspension or expulsion of a member found guilty of violation, in spirit or in letter, of the "Principles of Medical Ethics," as adopted by the American Medical Association.
f) The Executive Committee shall hire an administrator for the Corporation as well as to provide for a secretary to the administrator at salary levels to be determined by the Executive Committee.

2. Membership Committee:

The Membership Committee shall be composed of three members appointed by the President. They shall serve for a period of three years. The Chairperson shall be designated by the President. The committee shall review all applications for membership and shall make appropriate recommendations to the Executive Committee for action.

3. Nominating Committee:

The Nominating Committee shall consist of the last three living Presidents of the Corporation. The Chairperson shall be the most recent Past President. In the event that three presidents are not available, any vacancy thus created shall be filled by Executive Committee appointment. The Nominating Committee shall meet prior to and report a slate of nominations at the Annual Meeting.

4. Program Committee:

The Program Committee shall consist of the President, a Program Committee Chairperson, and a Local Arrangements Chairperson. The Program Chairperson shall be appointed yearly by the President. The Local Arrangements Chairperson may be appointed by the Program Chairperson, for the annual and joint FMA Society meetings with the approval of the President.
It shall be the responsibility of the Program Committee to:

a) Solicit papers for the Spring Meetings
b) Arrange the papers
c) Be responsible for the local arrangements through the Local Arrangements
    Chairperson
d) Arrange for the Guest Speakers' lodging and stipend
e) Arrange for the Resident Paper Awards


5. Professional Liability-Legislative Committee:

This committee shall consist of a Chairperson who is a member of the Florida Medical Association, appointed by the President and additional members appointed at the discretion of the President. The Chairperson of this committee shall additionally serve as a member of the Executive Committee and shall serve as a liaison with the Florida Medical Association. He, or a member of the Society appointed by the President of the Florida Orthopaedic Society shall represent the Society on the Florida Medical Association's Legislative Council, if a designated seat is given to the Society on that Council. The Chairperson of the Legislative Committee shall be familiar with proposed legislation in the health field and shall inform the membership of these matters.


6. Ethics and Grievance Committee:

The President shall appoint a committee of at least three members to act as a standing committee to handle complaints of possible moral, ethical, or intellectual deficiencies against Florida's orthopaedic surgeons. The members of this committee shall not be members of the American Academy of Orthopaedic Surgeon's Regional Membership Committee. Complaints should be signed and in writing directed to the President of the Society who will then ask the committee to investigate the merits of the complaint and keep it on file.
The Ethics and Grievance Committee should make recommendations to the President who would return the complaint to the sender with appropriate recommendations as to where the sender shall proceed with the complaint if he desires to do so.
The Ethics and Grievance Committee is not intended to be a disciplinary body of the Society.


7. By-Laws Committee:

The President, with the approval of the Board of Directors, shall appoint a by-laws committee.


8. Planning and Development Committee:

The Planning and Development Committee will consist of the three consecutive past Presidents. The immediate past President will serve as Chairman. The Committee will study the future and special needs of the Society as they deem necessary and as designated by the Executive Committee.

Section B: Other Committees

Other ad hoc committees may be formed at the discretion of the President and/or the Executive Committee at any time. The specific purpose and/or intent of such an ad hoc committee shall be clearly stated as well as its duration. Such a committee shall be disbanded upon completion of its intended purpose unless extended by the President or Executive Committee for a definite period of time.

ARTICLE VI: MEETINGS

Section A: Regular Meetings
There shall be one regular meeting of the Corporation each year, at a time and place selected by the President and the Executive Committee.

Section B: Special Meetings
A Special Meeting may be called by the President on his own or when requested by the Executive Committee or upon written petition with signatures of at least one third of the Active Members.

Section C: Quorum
A quorum shall consist of 50% of the Executive Committee and ten Active Members present at any one meeting.

Section D: Order of Business
The order of business at meetings shall be as follows:

 1. Call to Order
 2. Approval of Minutes of the Previous Meeting
 3. Report of the President
 4. Report of the Executive Director
 5. Report of the Treasurer
 6. Committee Reports (Membership Committee last)
 7. Vote on Member Applicants
 8. Old Business
 9. Correspondence
10. New Business
11. Report of Nominating Committee: Election of Officers, Directors, Councilors (Annual
      Meeting only)
12. Installation of Officers
13. Adjournment

Section E: Standing Rules
The latest revision of Robert's Rules of Order shall apply at all meetings unless in conflict with these by-laws.
The President shall have the right to exclude all non-members from any meeting of the Corporation.

ARTICLE VII: Amendments

Section A: Articles of Incorporation
The Articles of Incorporation may be amended by a two thirds vote of those voting at any Regular or Special Meeting of the Society.

Section B: By-Laws

1. The By-Laws of the Corporation may be amended only after the proposed amendment has been read at two separate meetings of the Corporation. Proposed amendments to the by-laws must be read first at an Annual Business Meeting and circulated to the membership. Such proposed amendments shall be submitted to a vote at the next Business Meeting. Amendments to the by-laws require affirmative vote by two thirds of the members present and voting.
2. The Executive Committee shall have the power to adopt such amendments as are for: technical or legal modifications; reorganization or renumbering; changes necessitated by errors of punctuation, spelling, grammar, or expression. A two-thirds vote of the Executive Committee shall be required to make such changes and no prior reading shall be required.
3. Publication of proposed amendments shall constitute adequate notification.



ARTICLE IX: Confidentiality

Section A: Confidentiality of Application
The entire contents of any application for membership to the Florida Orthopaedic Society, of whatever class, shall be privileged and confidential and shall not be subject to publication nor public dissemination whether voluntary, involuntary, or by operation of law. Said application shall be forwarded only to the Chairman of the Membership Committee for consideration. Any investigation inquiries made by, or responses received by the Membership Committee along with all proceedings and testimony received by the Membership Committee shall likewise be privileged and confidential and shall not be subject to publication or public dissemination whether voluntary, involuntary, or by operation of law.

Section B: Agreement of Confidentiality
Every application for membership in the Florida Orthopaedic Society, of whatever class, shall be deemed to contain an agreement by and between the applicant and the Florida Orthopaedic Society and separately signed by both parties thereto said agreement to contain substantially, the following language: "It is specifically agreed by the undersigned, that in consideration of the Florida Orthopaedic Society's treatment of the entire contents of this application, as well as all inquiries or investigations made pursuant thereto as privileged and confidential material, and not subject to publication or public dissemination whether voluntarily, involuntarily, or by operation of law, that the undersigned specifically authorizes the Florida orthopaedic Society to make whatever inquiries and investigation it deems necessary to verify the credentials, professional standing and moral or ethical character of the undersigned. The undersigned further agrees that he will not cause or attempt to cause any public disclosure of the contents of any application for membership in the Florida Orthopaedic Society, for whatever class, or any proceedings of any Admissions Committee or representative pursuant thereto, whether said public disclosure be by operation of law or otherwise."

Section C: Requirement of Confidentiality:
Any member of the Florida Orthopaedic Society, of whatever class, as a condition precedent to his continued status as a member of the Florida Orthopaedic Society, shall be bound by the contents of the agreement as stated in Section B above, and shall not cause nor attempt to cause any public disclosure of any privileged and confidential material known to the Florida Orthopaedic Society whether by operation of law or otherwise.

Section D: Confidentiality of Disciplinary Proceedings
All disciplinary proceedings, whether said proceedings result in disciplinary actions or not, shall be privileged and confidential and shall not be subject to publication nor public dissemination whether by operation of law or otherwise.

 


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