Constitution of the North Pacific Orthopaedic Society

  1. Name:  This organization, founded in 1925, shall be called the North Pacific Orthopaedic Society, a non-profit organization.
  2. Purpose:  The purpose of the Society shall be to advance the science and art of orthopaedics by education of the membership through the exchange of ideas in the prevention and treatment of diseases of the musculoskeletal system and associated structures, and the alleviation and treatment of trauma.
  3. Mission Statement:  The North Pacific Orthopaedic Society is an historic and respected regional orthopaedic society for the sharing of scientific knowledge and social interaction among its members and guests.  Our meetings foster unique opportunities to participate in open discussion, encourage mutual respect, and develop lasting friendships.
  4. Vision Statement:  The North Pacific Orthopaedic Society will become an important resource of scientific knowledge and regional expertise for the benefit of our patients.
  5. Geographic Representation:  The Society is a regional organization with membership from the states of Alaska, Idaho, Montana, Washington and Oregon and the Canadian provinces of British Columbia and Alberta.
  6. Repeal and Amendment:  The adoption of this constitution automatically repeals all previous constitutions of the North Pacific Orthopaedic Society.  The constitution may be amended, or repealed, by the affirmative vote of the active members of the Society provided a quorum is present as provided the Society’s bylaws.

Constitution Revised: April 30, 2008


North Pacific Orthopaedic Society

Bylaws

ARTICLE I – NAME & CORPORATE STATUS

 

Section 1.        The name of this association shall be the North Pacific Orthopaedic Society hereinafter referred to as the Society.

Section 2.        Corporate Status. This Society is organized as a nonprofit organization 501(C)(6), under the conditions of the Internal Revenue Service of the United States of America and pursuant to the laws of the State of Oregon.  This Society shall operate exclusively for the benefit of its members and not for profit.  No part of any net earnings shall accrue to the benefit of any member or members.

Section 3.      The North Pacific Orthopaedic Society is a regional service organization providing members education, networking, mentoring, and developmental programs for our orthopaedic community.

ARTICLE II – MEMBERSHIP

Before a candidate is eligible to apply for membership that individual must:

  • Be certified or be board eligible through the American Board of Orthopaedic Surgery or hold Fellowship in The Royal College of Surgeons of Canada and
  • Aspire to and practice high ethical and professional standards

Section 1.  Active Membership

Be a Society member in good standing with the governing licensing board and be in active practice as an orthopaedic surgeon.  Active members may hold elective office and vote.

Section 2.  Emeritus Membership

Be a Society member in good standing who has completely retired from orthopaedic practice or has left the Society’s geographical area.  Emeritus members may hold elective office and vote.

Section 3.  Honorary Membership

Honorary membership may be conferred upon members of the Society or others, at such time and under such circumstances as the Board of Directors may determine.  Honorary members may not hold office or vote.

Section 4.  Allied Health Membership

Surgical and non-surgical associates such as PA’s, RN’s, physical/occupational therapists, and other professionals who directly support member orthopaedic surgeons are eligible for Allied Health membership in NPOS. Allied Health membership applications must include an active member as a sponsor. Allied Health members shall not have voting rights, unless they are serving on the board of directors, but shall be entitled to all other membership benefits.

Section 5.  Rights and Privileges of Membership

Members shall have the following rights and privileges, except as limited by these bylaws:

  • Receive all official publications of the Society
  • Serve with vote on committees of the Society
  • Attend conferences and other unrestricted activities of the Society
  • Receive regular Society communications
  • Have access to members-only information

ARTICLE III – VOTING

Section 1.

Active and Emeritus members in good standing shall vote and hold an elective office as provided for in these bylaws.  Each voting member of the Society shall be entitled to one vote.  Election shall be by a majority of those members eligible to vote and voting.  Voting by proxy shall not be allowed.  One Allied Health member may serve on the board of directors with vote but cannot be elected as an officer.  Allied Health members shall not have voting rights except when voting for their board of directors representative.

Section 2.

Any business to come before the voting membership of the Society may be conducted at the annual meeting, or at other times of the year by a mail ballot, electronic ballot, or fax with the approval of the Board of Directors.

ARTICLE IV – ADMISSIONS, EXPULSIONS, LEAVES of ABSENCE, RESIGNATIONS

Section 1.  Admissions

The application of every proposed Active, Emeritus, Allied Health,and Honorary member must be submitted to the Board of Directors at their next regularly scheduled meeting or within thirty (30) days of its receipt; whichever is less.  At the request of a member of the Board of Directors an application may be held in pending status until the next Board of Directors meeting.  Applicants shall be duly admitted upon receipt of favorable votes from two thirds of the members of the Board of Directors in attendance providing a quorum is present.

Section 2.  Expulsions

A.         The Board of Directors shall consider proceedings toward the expulsion of any member, including officers and directors, upon receipt of written information properly signed, that for cause has set forth, a person belonging to the Society, to be considered for expulsion.  The Board of Directors shall consider the case, and if circumstances appear to warrant further action, it shall advise the accused of the charges.  The accused may present a defense, either in person or in writing, which shall be considered at a meeting of the Board of Directors, of which the accused shall receive due notice.

 

B.         If a majority of the Board of Directors votes in favor of the expulsion of the member, the matter shall then be referred to the voting members, at any regular meeting, or special meeting called for that purpose, provided thirty (30) days notice shall be given the members of such referral, and if two-thirds (2/3) of the vote so cast is in favor of expulsion, the member shall be forthwith expelled from the Society and all his rights and privileges therein terminated.

Section 4.  Resignations

If all dues and assessments have been paid, a member of the Society may submit their resignation by written communication to the President who will present same to the Board of Directors.

ARTICLE V – FISCAL YEAR, FEES, DUES, NON-PAYMENT, REVOCATIONS and EXTENSIONS, SPECIAL MONEY, CONTRIBUTIONS, PROHIBITED USE of FUNDS, and REVISION of DUES SCHEDULE

 

Section 1.  Fiscal Year

The fiscal year of the Society shall be the calendar year.

Section 2.  Fees

New members shall pay a one time inititation fee of twenty-five dollars ($25) for new Active, Emeritus,and Allied Healthmembers, but no initiation fee will be charged for Honorary members.

Section 3.  Dues

The right to establish and change the dues schedule shall be vested in the Board of Directors.  Changes to the dues schedule shall be by vote of a simple majority of the Board of Directors providing a quorum is present.  The individual dues year is one year from the date of membership approval by the Board of Directors.

Section 4.  Non-Payment

Any member whose dues are more than sixty (60) days in arrears, except as herein provided, ceases to be a member of the Society.  At the discretion of the Board an individual may be reinstated as a member by paying all past and present dues owed.

Section 5.  Dues Payment Schedule

The annual dues of the members shall be payable in full with-in sixty (60) days of the start of their individual membership year.

Section 6.  Revocations and Extensions

The Board of Directors, at its discretion, may on application from any member and for suitable cause, revoke part or all of the dues and/or assessments of a member or extend the time of payment.

Section 7.  Assessments

Any additional funding required to carry on the activities of the Society may be raised through assessments.  Any assessments proposed by the Board of Directors shall be referred to the voting members by mail ballot.  If two-thirds (2/3) of those voting, vote favorably, providing that a majority of the Active members vote, the assessment will be declared approved.

Section 8.  Contributions

The Board of Directors is empowered to receive legal contributions from any source, provided the funds so received are used to further the aims and objectives of the Society.

ARTICLE VI – OFFICERS, BOARD, ELECTIONS by MEMBERSHIP, TERMS, SUCCESSION, VACANCIES, STANDING COMMITTEES AND ADMINISTRATOR

Section 1.  Officers

The officers shall be the President, President-Elect, Secretary-Treasurer, and Immediate Past President.

Section 2.  Board

The Board shall consist of President, President-Elect, Secretary-Treasurer, Immediate Past President, and seven (7)directors. One of the directors shall be an Allied Health member.

Section 3.  Standing Committees

The President, subject to the approval of the Board of Directors, shall annually appoint a Nominating Committee chaired by a Past President and a Finance Committee chaired by the Secretary/Treasurer.  In addition there will be four standing committees: the Communications Committee, the Conference Committee, the Membership Committee, and the Scholarship Committee.  Each standing committee shall be chaired by a Director.

Section 4.  Administrator

The Board of Directors may employ an Administrator who shall be the administrative officer and who shall perform such duties as may be delegated by contract by the Board of Directors.  The Administrator shall be an ex-officio member of the Board of Directors without vote.

Section 5.  Elections by Membership

The President-Elect and Secretary-Treasurer shall be elected annually.  Four (4) Directors-at-Large will be elected annually on odd numbered years with three (3) Directors elected on even numbered years. 

Section 6.  Terms

The President, President-Elect, Secretary-Treasurer, and Immediate Past President shall serve one (1) year terms.  Directors shall serve staggered two (2) year terms.  At the election in 2006, three (3) Directors will be elected to a two (2) year term and three (3) Directors will be elected to a one (1) year term.  The initial Allied Health Director shall be elected to a two (2) year term beginning in 2013.

Section 7.  Succession

No member shall serve more than eight (8) consecutive years on the Board of Directors.

Section 8.  Vacancies

If a vacancy occurs in the office of President, the President-Elect shall assume the duties of the President for the remainder of the unexpired term and serve as President for a full term the next year.  The President shall not be eligible to serve a second, successive complete term.  Should a vacancy occur in the offices of President and President-Elect during the same elective year, the Immediate Past President shall assume the duties of the President for the remainder of the unexpired term or until a special election is held.

If a vacancy occurs during the term of office of the Secretary-Treasurer, the President, with the approval of the Board of Directors, shall appoint a replacement to serve for the duration of the unexpired term.  If the position of Immediate Past President becomes vacant, it shall remain vacant for the duration of the unexpired term.

If the position of President-Elect becomes vacant, a special election shall be held.  In the event a special election is required, the President, with the approval of the Board of Directors shall set the date and provide at least thirty (30) days notice to the membership.  The Board of Directors shall nominate at least one (1) person for the position of President-Elect and notify the membership accordingly.  The membership may nominate an individual(s) by submitting a nomination with the signature of five members within thirty (30) days of being notified of the vacancy.

If a vacancy occurs during the term of office of a Director, the President with the approval of the Board of Directors, shall appoint a replacement to serve for the duration of the unexpired term.

ARTICLE VII – ELECTIONS, NOMINATIONS by COMMITTEE, NOMINATIONS by MEMBERS, COMMENCEMENT of DUTIES

Section 1.  Elections

The elections of officers and directors shall be by mail or electronicballot with the results announced at the annual fall meeting.

Section 2.  Nominations by Committee

A Nominating Committee willconsist of four (4) members.  Three (3) will beActive members and one will be an Allied Health member.  The committee will be appointed by the President by May 1 of each year.  A past president shall chair the committee.  Nominations for officer and director positions shall be submitted to the President by June 1 of each year.  The Nominating Committee shall name at least one candidate for each elective position to be filled.  The membership shall be notified of the Nominating Committee’s recommendations by July 1.  Members shall have thirty (30) days to submit additional names for the ballot.  In a contested election, ballots will be mailed to the membership no later than August 10 with ballots required to be returned no later than September 1.  Results of the election will be announced at the annual fall meeting during the general membership meeting and to all members immediately thereafter.

Section 3.  Nominations by Members

The President shall submit the nominations to all members by July 1.  Should there be any further nominations, they must be presented in writing, signed by at least five (5) members, no later than August 1.  Nominations by members shall be included on the election ballot.

Section 4.  Elections

In cases where two or more members have been nominated for the same office, election shall be by mail ballot.  In instances where two or more members have been nominated for the same office, election shall be by majority vote on the first ballot, election will be by plurality vote on the second or subsequent ballot.  Active members may only vote for Active Member positions as designated by these bylaws.  Allied Health Members may only vote for Allied Health Member positions as designated by these bylaws. In the case where a single non-contested slate exists, no election will be required and the new officers and directors will be announced at the annual meeting.

Section 5.  Commencement of Office

The elective year of the Society shall be at the end of the annual fall meeting through the following annual fall meeting the next year.  Officers and directors of the Society shall take office upon conclusion of the annual fall meeting.

ARTICLE VIII DUTIES

Section 1.  President’s Duties

The President shall be an Active or Emeritus member and preside at all meetings of the Society and of the Board of Directors.  The President shall be an ex-officio member of all committees except the Nominating Committee.

Section 2.  President-Elect’s Duties

The President-Elect shall be a Active or Emeritus member in good standing and fulfill the duties of the President in his absence and other duties as assigned by the President.  The President-Elect shall automatically assume the position of President upon completion of the annual meeting.

Section 3.  Secretary-Treasurer’s Duties

The Secretary-Treasurer shall be a Active or Emeritus member and will preside at all meetings of the Society in the absence of both the President, and President-Elect.  The Secretary-Treasurer, or a substitute, shall attend and shall cause to have the official minutes recorded for all Board of Director meetings and the annual business meeting including attendance records.  Shall supervise the collection and banking of all monies due this Society.  Shall keep or cause to be kept a current account of Society finances and shall produce, or cause to be produced, each month to the Board of Directors a true and complete report of such finances.

Section 4.  Director’s Duties

The Director’s duties shall be determined by the President and/or the Board of Directors or as their title implies.  Duties for the Communications, Scholarship, Membership, Conference Director, and three (3) at large directors shall be developed by the Board of Directors.  Thereafter the duties can be changed by a majority decision of the Board of Directors as long as a quorum is present.

ARTICLE IX – MANAGEMENT

Section 1.

The Board of Directors shall administer the finances of the Society and shall have sole authority to appropriate money and shall cause a complilation, review or audit of the Society’s finances, accounts and management at least annually.  Members of the Board of Directors shall serve without compensation.

Section 2.

The Board of Directors shall have the authority to adapt and enforce such policies, procedures, rules and regulations as deemed appropriate and beneficial to the general membership and the Society.

Section 3.

When deemed appropriate and necessary by the President, official business of the Society may be conducted by telephone, mail, fax, or email.

ARTICLE X – MEMBERSHIP MEETINGS, QUORUMS, BOARD MEETINGS, PARLIAMENTARY PROCEDURE, and DIRECTORS LIABILITY

Section 1.  Membership Meetings

Meetings of the Society will be held at the call of the Board of Directors.  There will be at least one (1) meeting per year, one of which shall be designated as the time for the annual business meeting.  Dates for all meeting(s) shall be set by the Board of Directors.

Section 2.  Quorums

A majority of the members of the Board of Directors will constitute a quorum of the Board of Directors, and a majority will constitute a quorum of all committees.  A quorum for the conduct of business at any membership meeting shall be ten (10) percent of voting members.  Action taken at any membership meetings shall be by a majority of those voting members present and voting except as otherwise provided in these bylaws.  Voting by proxy shall not be allowed.

Section 3.  Board Meetings

The Board of Directors will meet a minimum of four (4) times a year at the call of the President.

Section 4.  Special and Regular Meeting Notification

Special and regular general membership meetings may be called by the Board of Directors with a required minimium advance notice to the membership of ten (10) days and a maximum of ninety (90) days notice.

Section 5.  Parliamentary Procedure

Robert's Rules of Order, as latest revised, will govern all parliamentary procedure not otherwise provided for by these bylaws.

Section 6.  Directors Liability

No director or uncompensated officer of the Society shall be personally liable to the Society or its members for monetary damages for conduct as a director or uncompensated officer; provided that this section shall not eliminate liability which may not be eliminated under the Oregon Nonprofit Corporation Act.  No amendment to the Oregon Nonprofit Corporation Act for which elimination of liability is permitted shall affect the liability of a Director or uncompensated officer for any act or omission which occurs prior to the effective date of such amendment.  The provisions of this section are intended to be in addition to and not in limitation of any other provisions of these Bylaws or any agreement of the Society of any law that eliminates or limits the liability of directors, officers and others acting on behalf of the Society.

The Society shall annually purchase Directors and Officers liability insurance naming the Board of Directors as the insured.

ARTICLE XI AMENDMENTS & DISSOLUTION

Section 1.

These bylaws may be amended at any Board of Directors meeting, regular or special, by affirmative vote of two-thirds of the voting members of the Board of Directors present and voting, provided that a quorum is present, and provided further that written notice of the substance of any proposed amendments first shall have been sent to the Board of Directors and each member of the Society at least 45 days in advance of the Board meeting.  Members will have 30 days for response to the Board.  All written responses from the members shall be submitted to the Board of Directors at least seven (7) days prior to the amendment(s) being voted upon.  Voting by proxy shall not be allowed.

Section 2.

Upon the dissolution of the Society, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to one or more non-profit, tax exempt organizations of its choice.

Bylaws Revised: January 21, 2013