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Bylaws of the San Diego Orthopaedic Society

DATE OF REVISION APPROVAL:  FEBRUARY 2018


BYLAWS

OF

SAN DIEGO ORTHOPAEDIC SOCIETY


ARTICLE I

Offices

Section 1. Principal Office. The principal office of the Society shall be in the State of California, city and county of San Diego.


ARTICLE II

Membership

Section 1. Membership is a privilege which is accorded to persons who meet the qualifications hereinafter enunciated.

Section 2. Qualifications for Membership

Full membership eligibility applies to orthopaedic surgeons who are licensed as Medical Doctor (MD) or Doctor of Osteopathy (DO) to practice in the state of California, (or are licensed to do the same in a Federal Hospital) AND who have successfully completed an accredited orthopaedic training program AND who have a practice or affiliation in the county of San Diego.

Section 3. Classes of Membership

There shall be five classifications of membership: active, senior active, associate, allied health professional and honorary.

Section 4. Active Members

A. Major office or practice must be within the geographical area of the Association.

B. Active Members in good standing are eligible to vote, hold office and to pay dues.

Section 5. Senior Active Members

A. Upon request of the member, Senior Active Membership may be conferred upon a Member in good standing who has either reached the age of sixty-five or has been a Member in good standing of the organization for a period of 20 years and who is no longer engaged in the full time practice of orthopaedic surgery.

B. Senior Active Members can vote, hold office and do

Pay dues.

C. Dues for Senior Active Members shall be determined by the Board of Directors.

Section 6. Associate Members

A. Associate Members shall be:

1. Those Active Members in good standing who have moved their principal office outside the geographic area of the Society but who wish to retain their membership in the Society.

2. Associate Members are eligible to vote but do not hold office. Associate Members do pay dues.

3. Upon request of the member, an Associate Member who has reached the age of 65 will not be required to pay dues.

Section 7. Allied Health Professional Members

A. Allied Health Professional Members shall be:

1. A graduate from a recognized and accredited professional school with certification as an Orthopaedic Physician Assistant, Physician Assistant, Nurse Practioner, Practice Manager, Doctor of Medicine, or Doctor of Osteopathy.

2. Hold current licensure in the state of California.

3. Practice profile is at least 50% musculo-skeletal.

4. Application for membership must be sponsored by a physician member of the SDOS.

5. Allied Health Professional Members will pay dues, will be non-voting members, ineligible to hold office, but may be appointed to a committee, in an ex-officio capacity, at the discretion of the SDOS Board of Directors.

Section 8. Honorary Members

  1. By action of the Board of Directors of the Association, Honorary Membership may be conferred upon:

1. An orthopaedic surgeon not eligible for active membership.

2. Any other physician or scientist who has gained professional prominence by his/her contribution to the advancement of orthopaedic surgery in general or to this Society in particular.

B. Honorary Members do not vote, hold office, nor pay dues.

C. Honorary Members may attend and participate in scientific meetings.

Section 9. Nomination and Appointment of Members

  1. Membership is by response to annual request for members to the San Diego Orthopaedic Society.
1. Applicants accepted by the Society will become members of the Society upon acceptance by the Society and payment in full of dues.

Section 10. Duties of Members

  1. Each active, senior active, associate and allied health professional member must at all times remain a member in good standing of the Chapter.

B. Each active, senior active, associate and allied health professional member must pay dues which may be levied by the Chapter.

C. Each member must at all times conduct himself in accordance with the principles and medical ethics as adopted by the American Medical Association.


ARTICLE III

Ethics - Discipline - Forfeiture

Section 1. Forms of Disciplinary Action

A. The Board of Directors may censure, suspend, expel or otherwise discipline any member of the Society for violation of the rules or regulations or principles of the organization.

Section 2. Complaints and Procedures

A. Before action is taken by the Board of Directors with respect to a member, written notice shall be sent by registered or certified mail to such member not less than thirty days prior to the meeting of the Board of Directors at which the matter is to be considered, informing the individual that he/she may appear in person and/or by his/her personal representative and/or counsel before the Board of Directors.

B. Disciplinary action against any member of the Association shall require the affirmative vote of not less than three-fourths of the members of the Board of Directors present at the meeting at which such action is taken. If the Board of Directors shall vote to expel a member from the Chapter, the Secretary shall, within five days thereafter, cause written notice of expulsion to be sent to the member, by registered or certified mail, stating the grounds on which disciplinary action was based.

Section 3. Conditions of Expulsion

A. A member may be dropped from membership by the Board of Directors for:

1. Suspension of his/her license to practice medicine in the geographical area of the Association.

2. Conviction of a felony or criminal offense, including moral turpitude.

3. Any other action deemed in violation of the intent of the Bylaws of the Chapter.

B. Any member may resign from membership in the Chapter subject to the acceptance of his/her resignation.

C. All complaints and charges relative to any member which are received in writing by the Secretary shall be referred to the Board of Directors.

D. The Board of Directors, shall make the final decision about all matters of membership and discipline of members.

Section 4. Confidentiality of Disciplinary Proceedings

All disciplinary proceedings pursuant to Article IV, whether said proceedings result in disciplinary action or not, shall be privileged and confidential.


ARTICLE IV

Board of Directors

Section 1. Composition

The Board of Directors shall consist of the following:

A. The President of the Chapter, who shall also serve as the Chair of the Board of Directors.

B. The following additional officers: Vice President, Secretary, and Treasurer,

C. The immediate Past President of the Society.

Section 2. Number of Directors The number of Directors shall be five.

Section 3. Resignation

Any Director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Society, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be selected pursuant to Section 8 below to take office when the resignation becomes effective. The acceptance of any such resignation shall not be necessary to make it effective unless otherwise specified in such notice. Any Officer member of the Board of Directors who resigns his or her position as a Director will be deemed to have also resigned as an Officer .

Section 4. Vacancies

Anytime there are fewer Board of Directors members than are authorized by these Bylaws for any reason, the vacancy or vacancies may be filled by a majority vote of the remaining Directors. In the event that the vacancies are not filled by the Board of Directors, the membership may call for an immediate election to fill the vacancies. Email ballots will be sent to SDOS members entitled to vote. A majority vote of the responding membership will elect. The appointed or elected director will serve until the next Annual Meeting.


ARTICLE V

Officers

Section 1. Board of Directors

The Officers of the Society shall consist of the President, Vice President, Secretary, Treasurer,and Immediate-Past President

Section 2. Selection of Officers

The current Board will select a new incoming member each year. Any member of the Board may nominate a prospective candidate or candidates may be elicited from Society members. The Board will vote to select the new member. It is the stated goal of the Society to have Officer representation which reflects the practice modes in the county. To that end, rotation of Officer positions to include academic, private, and managed care orthopaedic surgeons is encouraged.

Section 3. Term of Office

The Officer members of the Board of Directors, shall serve as follows:

  • Treasurer shall serve for 1 year,
  • Secretary shall serve for 1 year;
  • Vice President shall serve for 1 year;
  • President shall serve for 1 year;
  • Immediate-Past President shall serve for 1 year.

Section 4. Resignation

Any Officer may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Chapter, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be elected pursuant to Section 5 below to take office when the resignation becomes effective. The acceptance of any such resignation shall not be necessary to make it effective unless otherwise specified in such notice. Any Officer who resigns and who is an Officer member of the Board of Directors shall be deemed to have also resigned as a Director of the Chapter.

Section 5. Vacancies

Any vacancy occurring in any office for any cause may be filled by a majority vote of the Board of Directors.


ARTICLE VI

Duties of Officers

Section 1. President

  1. The President shall preside at all meetings of the members, and shall serve as ex-officio member. The President shall have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.
  2. The President shall be responsible for the program of the Annual Meeting including, with the assistance of the Executive Director, site selection.
  3. May serve as signatory of the Society accounts in rotation.

Section 2. Vice President

  1. In the absence of the President or in the event of his or her death, resignation, removal or inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have the powers of and be subject to all the restrictions upon the President. The Vice President shall succeed to the Office of President in the event of the President's death, resignation, removal or inability or refusal to act. In the event the Vice President succeeds to the Office of President prior to the expiration of the then current President's term of office, the Vice President shall serve for the remaining unfulfilled term of the replaced President and shall be eligible to be elected as President for an additional one year term of office in accordance with the Bylaws.
  2. The Vice President shall have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.
  3. May serve as signatory of the Society accounts in rotation.

Section 3. Secretary

The Secretary shall have the following duties. He or she shall:

  1. Take the minutes of all meetings of the Board of Directors. Send via email to the Board of Directors and the Executive Director.
  2. Be responsible for all correspondence pertaining to actions taken by the Board of Directors,

C. Have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.

D. May serve as signatory of the Society accounts in rotation.

Section 4. Treasurer

The Secretary / Treasurer shall have the following duties. He or she shall:

  1. Serve as the Chief Financial Officer of the Association.
  2. With the assistance of the Executive Director, present updated financial information to the Board at least semi-annually and as part of the Annual Meeting.
  3. Have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.
  4. May serve as signatory of the Society accounts in rotation.

Section 5. Executive Director

The Executive Director shall assist and supervise the administrative functions of the Chapter. The Executive Director shall:

  1. Report directly to the Board of Directors upon their request.
  2. Maintains the financial records but is not a signatory on the accounts
  3. Arranges site and negotiations for Annual Meeting.
  4. Keep all records and information pertaining to the history of the Association; keeping in good order all reports, papers and records presented at the meetings of the Chapter; and prepare a historical account of the activities of the Chapter.
  5. Keep a roster of members which is accurate and up to date.
  6. Submit reports to the Board of Directors at the direction of the President.
  7. Annual salary to be determined by Board of Directors. The Executive Director has the authority to hire assistant(s) as needed to facilitate completion of duties with payment to be covered from the Executive Director salary.


ARTICLE VII

Voting Rights

All voting rights in the Chapter shall be vested in the active, senior active, and associate members thereof; and each active, senior active, and associate member shall be entitled to one vote. Such members may vote either in person or by written proxy filed with the Secretary of the Chapter at or prior to the time of any membership meeting.


ARTICLE VII

Meetings of Members

Section 1. Annual Meetings

There shall be an annual meeting of the members of the Chapter held at the beginning of each year, at a location chosen by the Board of Directors.

  1. Email notice of the date, time and place of the annual meeting shall be emailed by the Executive Director to each and every member of the Association, regardless of classification, at least 60 days prior to the date of such annual meeting, addressed to the last known address of the member.
  2. Written notification of the meeting may also be sent. Timing of this is at the discretion of the Board as needed to augment email

Section 2. Special Meetings of Members

Special meetings of the members may be held at any time designated by the Board of Directors. Notice of the date, time and place of a special meeting shall be given by the Executive Director by email to each and every member of the Chapter for whom such address is available, regardless of classification, at least ten but not more than sixty days prior to the date of such special meeting. Such notice shall also state the general nature of the business to be transacted at a special meeting. If any Directors are to be elected at a special meeting, such notice shall also state the names of all persons who are nominees for election as Directors at the time such notice is sent to members.

Section 3. Quorum

Three percent (3%) of the voting members shall constitute a quorum at a business session of a meeting of members attending.


ARTICLE IX

Meetings of Directors

Section 1.Meetings

The meeting of the Board of Directors may be held, provided that at least five days prior email notice be given each Director of the time and place of such meeting.

Section 2. Quorum

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.


ARTICLE X

Registration Fees and Dues

Section 1. Registration Fees

The registration fee for the annual meeting shall be determined by the Board of Directors.

Section 2. Dues

The annual dues shall be paid to the San Diego Orthopaedic Society and mailed to the Executive Director on request or via the website and will become delinquent on January 30th each year. Any member whose annual dues to the Chapter remain unpaid after March 30th will automatically be dropped from membership. Upon payment of delinquent dues, the delinquent member may be reinstated to membership.

Section 3. Waiver of Dues

Honorary members are not required to pay dues.

Waiver of dues may be granted to any member for such reasons as may be determined by the Board of Directors.

Members on active duty with the military service shall be required to pay dues.