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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:
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. |
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. |
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. |
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. |
| 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. |
| 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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