By-Laws of the
Missouri State Orthopaedic Association
Adopted June 2, 1984
Revised May 12, 2001
Revised June 10, 2006
Revised June 7, 2008
Jefferson City, Cole County, Missouri
The principal office of the Corporation shall be located in Jefferson City, Cole County, Missouri. The Corporation may also have offices and branch offices as such other places within and without the State of Missouri as the Board of Directors may from time to time designate and the activities of the organization may require.
Section 1: Membership
Association membership shall be open to all Medical Doctors and Doctors of Osteopathy who have graduated from accredited Medical or Osteopathic schools and have been trained in a residency program approved by their Residency Review Committee on Orthopaedic Surgery. Members shall practice Orthopaedics exclusively and practice or reside in the State of Missouri or one of the contiguous states.
A. There shall be five membership classifications:
B. Application for membership shall be made in writing to the Membership Committee of the Corporation and should be submitted at least thirty (30) days prior to the annual meeting.
Section 2: Dues
Dues shall be set each year by the Board of Directors and notice thereof shall be given as specified in Section 6 for notice of meetings to each member listed on the membership roster.
A. New Active Members shall be assessed dues immediately following their selection to membership.
Section 3: Place of Meeting
Any annual or special meeting of the Members shall be held at such place within or without the State of Missouri as may be designated by the Board of Directors or in a waiver of notice executed by all Members entitled to vote at such meeting. If there is a failure to designate a place for such meetings, the same shall be held at the principal place of business of the corporation.
Section 4: Meetings
The date of the annual meeting of members shall be determined by the Board of Directors and notice thereof shall be given in accordance with Section 8, herein, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Special meetings of the Members may be called at any time by the President, President-Elect, Secretary, Treasurer or by the Board of Directors. Twenty percent (20%) of all Members entitled to vote may call a special meeting for any purpose, provided they shall make written application to the Secretary of the Corporation stating the time, place, and purpose(s), and the Secretary shall thereupon call the meeting and issue notice as herein provided. The general order of business shall be:
A. Reading of the minutes of the previous meeting
B. Report of the Treasurer
C. Committee Reports
D. New and unfinished business
E. Election of Officers
F. Scientific Program
The order of business may be suspended at any meeting at the discretion of the presiding officer.
Section 5: Quorum
The Active Members present at the annual meeting shall constitute a quorum at a meeting of the members, and the act of the majority of such quorum present at such meeting shall be the act of the corporation. If there is less than a quorum represented at such meeting, a majority may adjourn the meeting from time to time, without further notice, to a specified date no longer than 90 days after such adjournment. If a quorum shall be present or represented at such later meeting, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 6: Notice of Meetings
Notice of any annual or special meeting shall be written or printed, and shall contain provisions pertaining to the objects and subject matter to be passed upon at such meeting, and shall further state the place, day, hour, and purpose or purposes of the meeting, and be delivered or given either personally or by mail to a Member not less than 10 nor more than 50 days before the date of the meetings. If the notice is mailed, it shall be deemed to be delivered when deposited in the United States mail in a sealed envelope addressed to the member at his/her address as it appears on the record of the Corporation, with postage thereon prepaid.
Section 7: Waiver of Notice
Any notice required by these By-Laws may be waived by the persons entitled thereto signing a waiver of notice before or after the time of such meeting and such waiver shall be deemed equivalent to the giving of said notice.
Section 8: List of Voters
A complete list of all members entitled to vote at any annual or special meeting shall be compiled at least 10 days before such meeting by the officer or agent having charge of the membership roster of the Corporation. Such list shall be compiled in alphabetical order with the address of each Member, and the list shall be kept on file at the registered office of the Corporation for a period of at least 10 days prior to such meeting and shall be open to inspection by any Member for such period during usual business hours. Such list shall also be present and kept open at the time and place of such meeting and shall be subject to the inspection of any Members during this meeting. The original Membership roster, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the members entitled to examine such roster, or to vote at any meeting of Members. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 9: Voting Rights
Each Member enrolled prior to the time specified in Section 8 for the compilation of the membership roster and who has paid his/her membership dues by the time specified in Section 8 for compilation of the Membership roster, shall be entitled to one vote upon each matter submitted to a vote at any meeting of the Members.
Section 10: Informal Action by Members
Any action required by this chapter to be taken at a meeting of the Members of a non-profit corporation, or any action which may be taken at a meeting of the Members, may be taken without a meeting if consents in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. Such consents shall have the same force and effect as a unanimous vote of the Members at a meeting duly held, and may be stated as such in any certificate or document filed under this chapter. The secretary shall file such consents with the minutes of the meeting of the Members.
Board of Directors
Section 1: General Powers
The business, property and affairs of the Corporation shall be controlled and managed by its Board of Directors. However, no such authority shall be exercised so as to cause the Corporation’s net earning to inure to the benefit of any individual and/or Member of the Corporation or to cause the corporation to engage in any course of conduct or business that would jeopardize the corporation’s tax exempt status, if such is attained.
Section 2: Number and Duration
There shall be such number of directors as to include the following: President, President-Elect, Immediate Past President, Secretary, Treasurer, AAOS Councilor(s) as defined in Section 3, and six (6) Members-at-Large representing different geographical regions of the state. At the first annual meeting of Members and at respective annual meetings thereafter, the Members entitled to vote shall elect directors to hold office. Each director shall hold office for the term for which he/she is elected or until his/her successor shall have been elected and qualified.
Section 3: Election and Term
Officers shall be elected at the Annual Meeting and shall assume office at the conclusion of the meeting. Those elected to the office of President and President-Elect shall serve a one (1) year term as well as the officer filling the position of Immediate Past President, for a total of three (3) years. They are allowed to serve consecutive terms if they so desire, and with approval of the Board of Directors. The Treasurer and Secretary’s elected terms of office shall be three (3) years. Consecutive terms are permitted with the approval of the Board of Directors. Members-at-Large shall be elected for a term of three (3) years. Councilors to the American Academy of Orthopaedic Surgeons (AAOS) shall be elected for a term of three (3) years, with one (1) re-election for a total of six (6) years of service as AAOS Councilor. The number of Councilors shall be designated by AAOS based on their formula for determining the number of Councilors.
Section 4: Removal
Any officer elected by the Board of Directors may be removed at any time by a vote of a majority of the entire Board of Directors but such removal shall be without prejudice to the contract rights, if any, of such officer.
Section 5: Vacancies
A vacancy in any office caused by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the un-expired term.
Section 6: Compensation
Directors, as such, shall not receive a stated salary for their services, but by resolution of the Board of Directors, may be allowed a fixed sum and expenses of attendance, if any, for attendance at any meeting of the Board of Directors.
Section 7: Bond
The Board of Directors, by resolution, may require the officers and agents of the Corporation, or any of them, to give bond to the Corporation, in sufficient amount and with sufficient surety, to secure the faithful performance of their duties, and to comply with such other conditions as the Board of Directors may from time to time require.
Section 8: Meetings
The annual meeting of the Board of Directors shall be held at the same place as the annual meeting of the Members immediately preceding said meeting. In the event of adjournment of such annual meeting of the Board of Directors, because a quorum is not present or otherwise, such meeting may be held, without further notice, at any place within or without the State of Missouri, as may be designated by the Directors adjourning said meeting, provided a quorum is present, but in no event later than thirty days after the annual meeting of Members. All other meetings of the Board of Directors shall be held at the principle place of business of the Corporation or at such other place within or without the State of Missouri as may be designated by the Board of Directors. Special meetings of the Board of Directors may be held at any time upon call of the President, President-Elect, or other officers of the Corporation.
Section 9: Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, and the act of the majority of such quorum present at any such meeting shall be the act of the Board of Directors.
Section 10: Notice
Notice of any special meetings shall be given at least five days prior thereto in writing delivered personally or mailed to each Director. Notice given by mail shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Notice to a Director may be waived by executing a written waiver thereof or by attendance at any meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Notice or waiver of notice of any regular or special meeting of the Board of Directors need not state the business to be transacted nor the purpose thereof.
Section 11: Presumption of Assent
A Director of the Corporation, shall be presumed to have assented to the action taken on any corporate matter at a Board of Directors meeting at which he/she is present, unless he/she file his/her written dissent to such action with the Secretary at the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation within three (3) days after adjournment of the meeting. A Director who voted in favor of such action may not so dissent.
Section 1: Nominating Committee
Prior to the Annual Meeting, the President shall appoint a Nominating Committee consisting of three (3) Members. It shall be their duty to prepare a slate of candidates for the office of President, President-Elect, Secretary, Treasurer, AAOS Councilors, and necessary Members-at-Large, which shall be presented at the Annual Meeting.
Section 2: Program Committee
The President shall appoint a Program Committee. It shall be the duty of the Committee to make the necessary arrangements for the scientific program at the Annual Meeting.
Section 3: Membership Committee
The President shall appoint a membership committee of two (2) members from different sections of the state. Applications should be submitted a minimum of thirty (30) days prior to the Annual Meeting for screening to determine if membership criteria is met. The names of applicants will be mailed to the Board of Directors and to all members prior to the Annual Meeting with approval at the Annual Meeting.
Section 4: General
The President may appoint any such committee as he/she may deem helpful to him/her during his/her term of office.
Duties of Officers
Section 1: The President
The President shall supervise and control the business, property and affairs of the Corporation, subject to the authority herein above given to the Board of Directors, and shall preside at all meetings of the Members and of the Board of Directors. He/ She shall also appoint a Nominating Committee and Program Committee prior to the annual meeting. The President shall execute deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except where the execution thereof shall be expressly delegated by the Board of Directors and the By-Laws to another officer or agent of the Corporation, or shall be required by law to be otherwise executed. The President shall perform all duties incident to his/her office, and shall not cause the Corporation to engage in any course of conduct or business that would jeopardize the Corporation’s tax-exempt status, if such is attained.
Section 2: The President Elect
The President-Elect shall perform the duties and exercise the powers delegated to him/her by the Board of Directors or the President of the Corporation. In the absence of the President, the President-Elect may perform the duties and exercise the powers of the President.
Section 3: The Secretary and the Treasurer
The Secretary shall attend all meetings of the Members and Board of Directors, and shall record votes and keep minutes of such meetings in one or more books provided for that purpose. The Secretary, or designee, shall give all notices in the manner required by the By-Laws of the Corporation or by law, and shall take care of all necessary correspondence. The Secretary, or designee, shall be custodian of the corporate records and corporate seal and, when authorized by the Board of Directors, President or President-Elect, shall affix the seal to any document or instrument of the Corporation, requiring the seal. The Secretary, or designee, shall have general charge of the Membership Roster and keep a list of the post office addresses of each member which shall be given by each such Member to the Secretary. If the Secretary is absent from any meeting, the Board of Directors may select any of their number, or any Assistant Secretary, to act as temporary Secretary.
The Treasurer shall have control and custody of the funds of the Corporation. The Treasurer, or designee, shall keep and maintain the books and records of the Corporation accurate amounts of receipts and disbursements, and shall deposit all moneys and valuable effects of the Corporation in the name of the Corporation in such depositories as the Board of Directors may designate. The Treasurer, or designee, shall make disbursements of the funds of the Corporation upon order of the Board of Directors and obtain proper vouchers therefore. The Treasurer, or designee, shall report to the Board of Directors and at all meetings thereof, concerning the financial condition of the Corporation and the performance of his/her duties as Treasurer. The Treasurer, or designee, shall, in general, perform all the duties incident to the office of Secretary and perform such other duties as may be required by the Board of Directors, or the President, under whose supervision he/she shall be.
Section 4: Councilors
When directed by the American Academy of Orthopaedic Surgeons (AAOS), one or more Councilors to the AAOS Board of Councilors will be nominated from members active in the MSOA and elected for a term of three (3) years with (1) re-election. The nominee must be a member of the Academy. Any member of the Missouri State Orthopaedic Association may nominate and vote for the councilor(s). The Councilor shall be required to attend the three (3) Board of Councilors meetings held each year at a place to be determined by the AAOS. The duty of the Councilors is to reflect the concerns and needs of the Missouri State Orthopaedic Association Members to the Board of Councilors and the AAOS leadership.
Section 5: Assistant Officers
Any Assistant Secretaries or Assistant Treasurers elected by the Board of Directors shall have such authority and perform such duties as the Board of Directors may from time to time prescribe.
Section 6: Subordinate Officers
The Board of Directors may elect such subordinate officers as it deems necessary to serve for such period and have such authority and perform such duties as the Board of Directors may authorize.
The fiscal year of the Corporation shall be from July 1 to June 30.
Contracts, Loans, Checks, and Deposits
Section 1: Contracts
The Board of Directors may authorize any officer or officers, agent or agents, 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: Loans
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3: Checks, Drafts, etc.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4: Deposits
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Waiver of Notice
Whenever any notice is required to be given pursuant to these By-Laws, the Articles of Incorporation of the Corporation, or the corporation laws of the State of Missouri, a written waiver thereof signed by the person or persons entitled thereto, whether before or after the time stated therein, shall satisfy such requirement of notice.
The By-Laws of the Corporation may be amended or repealed and the new By-Laws may be adopted by a vote of two thirds of the Members in person or by proxy, and entitled to vote, at any annual meeting of Members provide that written notice of the proposed amendment has been sent to each member listed on the roster and eligible to vote at the time of said meeting; said notice shall set forth the terms of the proposed By-Laws, amendment, or repeal. But there shall be no power to amend the By-Laws so as to cause the Corporation to lose its tax exempt status, if such is attained.