Constitution & By-Laws-Piedmont Orthopedic Society

Piedmont Orthopedic Society
Constitution and By-Laws

*Constitution*	ARTICLE I. ~ NAME
	The name of the organization shall be the PIEDMONT ORTHOPEDIC SOCIETY.

*Constitution*	ARTICLE II. ~ INCORPORATION
Section 1.	The PIEDMONT ORTHOPEDIC SOCIETY is incorporated under the laws of the State of Tennessee.
Section 2.	The corporation shall have a corporate seal, which shall have inscribed there on the names of the corporation.

*Constitution*	ARTICLE III. ~ OFFICES
	Offices of the SOCIETY shall be maintained in the State of North Carolina or in such other state as the membership may determine.

*Constitution*	ARTICLE IV. ~ PURPOSES
Section 1.	The SOCIETY shall be a non-profit, educational, and charitable organization that shall endeavor to accomplish the following purposes:
A.	The dissemination and interchange of information by and among its members, in order to advance the knowledge of musculoskeletal disorders and further develop the practice of Orthopaedic Surgery.
B.	The pursuit and accomplishment of group clinical Orthopaedic research
C.	The establishment and maintenance of a Piedmont Orthopedic Research Foundation.
Section 2.	To receive, use, hold, and apply gifts, bequests, and endowments in carrying forward such purposes.

*Constitution*	ARTICLE V. ~ MEMBERSHIP
Section 1.	Classification. There shall be four classifications of membership: 1) Active, 2) Honorary, 3) Senior, 4) Corresponding. The membership shall function in accordance with the By-Laws of the SOCIETY. (See By-Laws.)
Section 2.	Privileges. All Active members shall have the right to attend meetings, vote, and hold office in the SOCIETY. Active members are required to pay dues. The Honorary, Senior, and Corresponding members shall have the right to attend meetings and are not required to pay dues. They shall not have the privilege of vote or holding office.

*Constitution*	ARTICLE VI. ~ FINANCIAL OBLIGATIONS
Section 1.	Active members shall pay an initial fee equivalent to annual dues or an amount which may be determined by the Executive Committee.
Section 2.	Annual dues shall be determined by the Executive Committee after approval of the membership and shall be payable on demand of the Treasurer.
Section 3.	There shall be a registration fee for each annual meeting, the amount to be determined by the Executive Committee. All funds collected by the Treasurer shall remain on deposit in the account of the SOCIETY.
Section 4.	Honorary, Senior, and Corresponding members shall not be required to pay annual dues.

*Constitution*	ARTICLE VII. ~ AMENDMENTS
Section 1.	Proposed amendments to this Constitution should first be submitted in writing to the Executive Committee at least 90 days before the first Executive Committee Session of the Annual Meeting and shall contain the signatures of three active members of the general membership.
Section 2.	After review and recommendations by the Executive Committee, a copy of the proposed amendments to the Constitution should then be sent by the Executive-Secretary-Treasurer of the SOCIETY to each member at least 30 days before the first Business Session of the Annual Meeting.
Section 3.	A two-thirds vote of the members voting at the first Business Session shall be necessary to adopt an amendment to this Constitution.

*By-Laws*	ARTICLE I. ~ OFFICERS
Section 1.	The officers of the SOCIETY shall consist of the following: Executive Secretary-Treasurer; Co-Executive Secretary-Treasurer; Current Co-Chairpersons; Co-Chairpersons Elect; Immediate Past Co-Chairpersons; Librarian-Historian; and three Members at Large. The Members at Large shall be for a three-year rotating period with one member being replaced each year. The Executive Secretary-Treasurer shall be elected for three years.
Section 2.	Any officer may be removed from office for cause by two-thirds vote of the membership.
Section 3.	Any vacancies among the officers between meetings, arising from any cause, shall be filled by vote of the Executive Committee.

*By-Laws*	ARTICLE II. ~ DUTIES OF THE OFFICERS
Section 1.	The powers and duties of the officers of the SOCIETY shall be such as usually devolve upon the respective positions.
Section 2.	The Executive Secretary-Treasurer.
A.	Shall be bonded.
B.	Shall pay all authorized bills and expenses incurred in the conduct of the office.
C.	Shall be custodian of all funds of the SOCIETY. He shall collect all funds due the SOCIETY, from all sources, and deposit them in the account of the SOCIETY. The Executive Secretary-Treasurer shall make an annual report to the SOCIETY of its financial status.
D.	Shall maintain a central mailing list for the use of each individual member of the SOCIETY.
E.	Shall assist the Co-Chairpersons in planning the Annual Meeting.
F.	Shall assist the Co-Chairpersons in planning the Mid-Winter Meeting in conjunction with the meeting of the American Academy of Orthopaedic Surgeons.
G.	Shall be responsible for recommending names of new members of the SOCIETY each year and be fully aware of the training and qualifications for each proposed member.
H.	Shall be responsible for submitting a summary of each Annual Meeting to The Journal of Bone and Joint Surgery for publication in the Proceedings.
I.	Shall be responsible for intermittent mailings to the membership throughout the year containing news events about the SOCIETY, its members, and other pertinent medical and educational information.
J.	Shall be responsible for writing an obituary for deceased members for distribution to the members and the family of the deceased
K.	Shall be selected by the Executive Committee.
L.	Shall serve for three years and may be reselected.
Section 3.	The Co-Executive Secretary-Treasurer.
A.	The Co-Executive Secretary-Treasurer shall assist the Executive-Secretary-Treasurer with fulfilling designated duties and responsibilities of the Executive Secretary-Treasurer. Additional responsibility may be required of the Co-Executive Secretary-Treasurer as deemed necessary by the Executive Committee.
B.	The Co-Executive Secretary-Treasurer shall be selected by the Executive Committee.
C.	The Co-Executive Secretary-Treasurer shall serve for three years and may be reselected.
Section 4.	Historian-Librarian.
A.	The Historian-Librarian shall maintain a collection of photographs that represents each Annual Meeting, Winter Reception, and other associated activities. The Historian-Librarian will be responsible for receiving and maintaining other information related to previous meetings that might be forwarded by members to the SOCIETY.
B.	The Historian-Librarian shall work with the Executive Secretary-Treasurer to maintain a file which includes activities of each Annual Meeting, location of Annual Meeting, events of importance associated with individual members of the SOCIETY, and with the SOCIETY as a whole.
C.	The Historian-Librarian will write a letter to the newly inducted members of the SOCIETY that welcomes them to the SOCIETY, and requests that they write a brief biographical sketch during the next year for inclusion in a mailing to the members.
D.	The Historian-Librarian shall be selected by the Executive Committee.
E.	The Historian-Librarian shall serve for three years and may be reselected.
Section 5.	Chairperson.
A.	The Current Co-Chairpersons shall preside at the Annual Meeting. They shall be responsible for planning the entire scientific and social program for the Annual Meeting. The Current Co-Chairpersons may appoint any member to assist them in arranging or planning the program and may delegate responsibilities to individual members. The Current Co-Chairpersons are permitted to attend a site visit regarding future meeting preparation with approval of the Executive Secretary-Treasurer.
B.	The Current Co-Chairpersons will work with the Executive Secretary-Treasurer regarding plans and preparation for the Annual Meeting and the Mid Winter Meeting for the SOCIETY. The Co-Chairpersons for the Annual Meeting will be responsible for obtaining a summary (abstract) from each individual presenting a paper. It is recommended that this summary to be on the form designed by Orthopaedic Transactions of the Journal of Bone and Joint Surgery. These summaries shall be submitted to the Executive Secretary-Treasurer who will edit them and submit them to the editor of the Journal of Bone and Joint Surgery.
C.	Chairpersons-Elect shall succeed the Current Co-Chairpersons and shall arrange and be responsible for the Annual Meeting program during their assigned year as Co-Chairpersons . They shall choose a location for their assigned year and notify the Executive Secretary-Treasurer followed by Executive Committee approval. The membership is to be notified of the time and place of the assigned Annual Meeting and perform such duties as necessary to prepare for the Annual Meeting. In the absence of either Chairperson the duties will be reassigned as recommended by the Executive Committee.
D.	The Immediate Past Co-Chairpersons will serve one year on the Executive Committee during the year following their year as Current Co-Chairpersons
E.	The Co-Chairpersons for future assignment will be selected by the Nominating Committee and approved by the Executive Secretary-Treasurer and the Executive Committee.
Section 6.	Member at Large.
A.	Member at Large will attend the Executive Committee meetings and perform such duties as requested by the Committee and the Executive Secretary-Treasurer.
B.	There shall be three Members at Large who serve a three-year term with one being replaced each year.
C.	One Member at Large shall serve as the Recording Secretary for the Executive Committee meeting and submit minutes to the Executive Secretary-Treasurer prior to the completion of the Annual Meeting. Another Member at Large will take minutes of the formal Business meetings of the membership and submit the minutes to the Executive Secretary-Treasurer prior to completion of the Annual Meeting.

*By-Laws*	ARTICLE III. ~ EXECUTIVE COMMITTEE
Section 1.	Composition.
	The Executive Committee shall be composed of the Executive Secretary-Treasurer, Co-Executive Secretary-Treasurer, current Co-Chairpersons, Co-Chairpersons Elect, Immediate Past Co-Chairpersons, Historian-Librarian, and three Members at Large. By invitation, committee chair and others may attend.
Section 2.	Powers.
	The general management of the SOCIETY shall be vested in the Executive Committee through the Executive Secretary-Treasurer. The Executive Committee shall perform the ordinary duties of a Board of Directors and an Executive Committee of a non-profit corporation. It shall consider and recommend to the SOCIETY proposals for membership. It shall consider and review all issues prior to submission of such to the general membership.
Section 3.	Meetings.
	A meeting of the Executive Committee shall be held each year immediately before the Annual Meeting of the membership of the SOCIETY. General business issues, Annual Meeting reports, financial reports, and committee chairmen reports shall be on the agenda. A second Executive Committee meeting during the Annual Society Meeting will be held to discuss general business, future meetings, and Executive Committee nominations. Special meetings of the Executive Committee may be held upon the recommendations of the Co-Chairpersons and/or Executive Secretary-Treasurer or upon the petition of a majority of the Executive Committee. At least a 10-day notice in writing shall be given regarding the time and place of such meeting. Notice of a special meeting shall describe the intent of the meeting and no issues other than those stated in such notice shall be considered at any special meeting.
Section 4.	Honored Guest.
	The Executive Committee may select an individual or individuals to be honored at the Annual Meeting. The expenses to the Honoree will be defrayed by the Society.
Section 5.	Co-Chairperson
	The Co-Chairpersons for future assignment will be approved by the Executive Committee.
Section 6.	Finance Committee.
	Executive Committee shall review the Finance Committee report and the Annual Budget Proposal.

*By-Laws*	ARTICLE IV. ~ COMMITTEES
Section 1.	Appointment.
	The Co-Chairpersons or Executive Secretary-Treasurer may assign committees and a committee chairperson with duty designation approved by the Executive Committee
Section 2.	Nominating Committee.
	The Nominating Committee shall consist of three members elected by majority vote of the membership present at the first Business Meeting of the SOCIETY at the Annual Meeting. Proposals for Nominating Committee membership may be made by the Executive Secretary-Treasurer, the Executive Committee, or by the general membership during the first Business Session at the Annual Meeting. The Nominating Committee shall propose a slate of officers for approval at the second Business Session of the Annual Meeting. The Nominating Committee shall propose Co-Chairpersons for future assignment with approval by the Executive Secretary-Treasurer and the Executive Committee. No SOCIETY member may serve on the Nominating Committee for two consecutive years.
Section 3.	Membership Committee.
	The Executive Committee shall serve as the Membership Committee with the Executive Secretary-Treasurer acting as the Chairperson. The Executive Secretary-Treasurer shall notify the members of the Executive Committee of names of proposed new members at least 30 days prior to the Annual Meeting. The Committee shall consider any change in status of any SOCIETY member. Consideration and final action regarding resignations or termination of a membership shall be the responsibility of the Membership Committee (Executive Committee).
Section 4.	Scientific Committee.
	The Committee shall consist of a Chairperson appointed by the Executive Secretary-Treasurer with the approval of the Executive Committee. In addition, the Chairperson of the Scientific Committee shall appoint four members for a period of one, two, three, and four years with one member elected annually by the membership. The Committee shall review, discuss, and report to the membership at the Annual SOCIETY Meeting information regarding Review of Existing Projects and consideration of new Musculoskeletal/Orthopaedic projects for the SOCIETY.
Section 5.	By-Laws Committee.
	The By-Laws Committee shall consist of a Chairperson and two Committee members. The appointments shall be made by the Executive Secretary-Treasurer. The Committee shall periodically review the Constitution and By-Laws. It shall review amendments presented to or by the Executive Committee. The Committee will make recommendations to the Executive Committee as necessary regarding any changes to the Constitution and By-Laws of the SOCIETY.
Section 6.	Finance Committee.
	The Committee will consist of three members with the Co-Executive Secretary-Treasurer serving as the chairperson. The other two members will be the Executive Secretary-Treasurer and a member selected by the Executive Secretary-Treasurer with approval of the Executive Committee. The Finance Committee will oversee the financial activities of the SOCIETY and prepare a report and an annual budget to be approved by the Executive Committee.

*By-Laws*	ARTICLE V. ~ MEETINGS
Section 1.	Annual Meeting.
	The Annual Meeting of the SOCIETY shall take place on the dates and at locations designated by the Executive Committee with approval by the majority of the membership present at the Annual Meeting. In certain circumstances, between Annual Meetings, the Executive Committee has the power to alter the decision of the SOCIETY membership.
Section 2.	Content.
A.	The Annual Meeting should consist of three scientific sessions and at least two Business Meetings involving the membership. The Executive Committee shall meet at least twice during the Annual Meeting.
B.	The Scientific Program shall consist of membership paper presentations and/or presentations in a symposium format. Nonmember guests may be invited to participate. A musculoskeletal/orthopaedic quiz will be presented by the individual or individuals who achieved the most correct answers on the quiz at the previous meeting. The winner must be a member of the SOCIETY. The award shall be known as "The Piedmont Pitcher Award."
C.	Social activities including a welcoming reception, theme party, and closing banquet shall be arranged by the Co-Chairpersons with consultation by the Executive-Secretary-Treasurer.
D.	Robert's Rules of the Order (or other guidelines) shall be the authority during the conduct of all meetings.

*By-Laws*	ARTICLE VI. ~ MEMBERSHIP
Section 1.	Classifications. There shall be four classifications of membership:
A.	Active
B.	Honorary
C.	Senior
D.	Corresponding
Section 2.	All members shall function in accordance with the By-Laws.
A.	All member classifications may attend meetings.
B.	Only "Active" classification members may hold office and vote.
C.	Only "Active" classification members are required to pay dues. A Senior category member may voluntarily choose to pay dues although not a requirement.
Section 3.	Qualifications for membership..
A.	Active Member. One or more of the following are prerequisites for active membership classification. 1) Completion of all or partial (at least one year) Orthopaedic Residency Training at Duke University Medical Center and must be recommended by the Orthopaedic Division Chief and Director of the Residency Program. 2). Completion of at least one year of orthopaedic fellowship training at Duke and recommended by the Orthopaedic Division Chief. 3) An individual affiliated with the Duke University Division of Orthopaedic Surgery who has completed non-Duke Orthopaedic Surgery Residency Training requirements or has received Certification by the American Board of Orthopaedic Surgery or its counterpart in a foreign country as interpreted by the Executive Committee. (Example - non-Duke trained Orthopaedic Faculty). 4) An individual who spends at least one or more years at Duke in orthopaedic-related research and has completed an orthopaedic residency elsewhere. 5) Individual who is a nonorthopaedic physician who has an acknowledged interest in the Piedmont Orthopedic Society, is actively engaged in functioning as a Duke faculty member, is involved in training Duke orthopaedic residents and fellows, and is closely associated with Duke orthopaedic faculty and Piedmont Orthopedic Society members 6) A nonphysician who is closely affiliated with the Duke Orthopaedic Training Program and related activities (example, research).
B.	Honorary Member. Duke or non-Duke affiliated physician or a nonphysician who has demonstrated special orthopaedic-related qualities (example, an invited guest to an Annual Meeting). The member shall not pay dues, hold office or vote, but may attend the Annual Meeting.
C.	Senior Member. An "active" category member who ceases practicing orthopaedic surgery or related activity and requests a change in membership classification. A senior member may attend the Annual Meeting, shall not hold office nor vote, and is not required to pay dues unless he/she voluntarily chooses to do so.
D.	Corresponding Member. An "active" category member who ceases practicing orthopaedic surgery or related activity and requests a change in membership classification. A senior member may attend the Annual Meeting, shall not hold office nor vote, and is not required to pay dues unless he/she voluntarily chooses to do so.
Section 4.	Membership Application Approval Process.
	Candidates' names and qualifications shall be presented to the Executive Secretary-Treasurer who will then present the information to the Executive Committee (Membership Committee) for approval. Those candidates approved by the Executive Committee shall be presented by name and qualifications to the membership during the first Business Session at the Annual Meeting for acceptance or rejection. Membership is subject to approval of the majority of members present at the Annual Meeting. New members shall be provided invitation to join the SOCIETY by the Executive Secretary-Treasurer. The new members shall be required to pay the current year dues at the time of acceptance. A Certificate of Membership shall be issued during or following the first Business Session of the Annual Meeting to those individuals approved for membership.
Section 5.	Requirements for Maintaining Active Membership.
A.	Full payment of annual dues and other assessments as agreed upon by the majority of the membership attending the Annual Meeting.
B.	Each active member shall be required to attend at least one Annual Meeting every three years.
C.	An individual not able to fulfill the above requirements shall maintain membership if written explanation is submitted to the Executive Secretary-Treasurer, and a unanimous approval is granted by the Executive Committee.

*By-Laws*	ARTICLE VII. ~ FORFEITURE OR REINSTATEMENT OF MEMBERSHIP
Section 1.	Voluntary resignation.
	Voluntary resignation may be submitted to the membership prior to or at the Annual Meeting. Approval by the Executive Committee and a two-thirds majority vote by the membership present at the Annual Meeting is required.
Section 2.	Resignation/Termination.
	Resignation or termination of membership may be requested of a member who has not complied with the requirements and By-Laws of the SOCIETY. A member may be asked to resign if there has been commitment of criminal or inappropriate immoral acts. The Executive Committee must first discuss the issues involved. After the member's situation in question has been discussed by the Executive Committee, the member's name is to be presented to the membership at the Annual Meeting, and there must be agreement by a two-thirds majority of the members present to finalize the process. The member who is requested to submit a resignation shall receive written notification of the request for resignation in an appropriate amount of time to allow the individual to promptly correct any inadequacies. If the individual fails to provide a resignation in writing, the individual's membership shall be terminated after approval of the Executive Committee and by two-thirds majority vote of the membership present at the Annual Meeting.
Section 3.	Reinstatement of Membership.
	Reinstatement of membership procedure includes an application to the Executive Secretary-Treasurer and Executive Committee followed by a unanimous vote of the Executive Committee and a majority vote of the membership at the Annual Meeting. Payment of all back dues, attendance at an Annual Meeting, and submission of a correspondence letter is required.

*By-Laws*	ARTICLE VIII. ~ GUESTS
Section 1.	Guest Speaker.
	A guest speaker may be invited by either Co-Chairperson to the Annual Meeting after approval of the Executive meeting. The name of the proposed guest must be submitted to the Executive Committee at least three months prior to the forthcoming Annual Meeting. The expenses of the guest(s) may be defrayed by the Society.
Section 2.	Nonmember guests.
	Guests may be invited to attend scientific sessions and specified social activities at the request of a Co-Chairperson, Executive Secretary-Treasurer, or the Executive Committee with a required unanimous approval by the Executive Committee. The guests might include a Duke Orthopaedic Resident/Fellow or a practicing Orthopaedist located where the Annual Meeting is being held. Other interested individuals at the Annual Meeting location may be invited to the scientific sessions and/or social events. The invitation is at the discretion of the Executive Committee
Section 3.	Request to attend.
	A request to attend an Annual Meeting shall be submitted in writing to the Executive Secretary-Treasurer who will inform other members of the Executive Committee and request acceptance or rejection. Registration fees for guests will be at the discretion of the Executive Secretary-Treasurer or Executive Committee.

*By-Laws*	ARTICLE IX. ~ QUORUM
	Two-thirds of the voting members registered at the Annual Meeting shall constitute a quorum. A majority of members of the Executive Committee members present at an Executive Committee Meeting shall constitute a quorum. A quorum for special called meetings during an Annual Meeting shall require one-half of the active members present at the Annual Meeting or by proxy.

*By-Laws*	ARTICLE X. ~ FISCAL YEAR
	The fiscal year of the SOCIETY shall commence on January 1st of each year.

*By-Laws*	ARTICLE XI. ~ AMENDMENTS
Section 1.	By-Laws may be amended by a two-thirds vote of the membership present at the first Business Session of any Annual Meeting or at special meetings of the SOCIETY provided that such proposed amendment shall first be submitted to the Executive Secretary-Treasurer /Executive Committee for consideration. The Executive Committee shall then submit its report on the proposed amendment with its opinion and recommendation to the SOCIETY.
Section 2.	Proposed amendments to the By-Laws should be received in writing by the Executive Committee at least 90 days prior to the first Executive Committee Session of the Annual Meeting. The proposal shall contain the signatures of three active members of the general membership.
Section 3.	A copy of the proposed amendment to the By-Laws shall be distributed by the Executive Secretary-Treasurer to the membership at least 30 days before the first Business Session of the Annual Meeting.