Bylaws of American Academy of Craniomaxillofacial Surgeons, Inc.
The mission of the AACMFS is to improve the health and quality of life of patients with craniomaxillofacial disorders by advancement of the knowledge, science, and art of craniomaxillofacial surgery.
To serve as a forum for the global exchange of ideas and provide an education platform for all clinicians with demonstrable interest in craniomaxillofacial surgery.
To promote research, education and training and innovation in craniomaxillofacial surgery.
To mentor surgeons with an interest in craniomaxillofacial surgery.
To improve the quality and safety of care and to provide for those patients requiring craniomaxillofacial surgery.
To advance the interest and awareness of craniomaxillofacial surgery.
1.1 Purpose of Bylaws. These Bylaws of the American Academy of Craniomaxillofacial Surgeons, Inc. (these “Bylaws”) are adopted for the regulation and management of the affairs of the American Academy of CranioMaxilloFacial Surgeons, Inc. (the “Academy”). The Academy is organized as a Colorado nonprofit corporation under the Colorado Revised Nonprofit Corporation Act, Section 7-121-101, C.R.S., et seq. (the ” Act,” which includes, to the extent incorporated, the Colorado Corporations and Associations Act).
1.2 Controlling Laws and Instruments. These Bylaws are controlled by the provisions of the Act.
2.1 Principal Office. The principal office of the Academy shall be located at the address designated as such in the online records of the Colorado Secretary of State. The Academy may change the location of its principal office at any time by making the appropriate filing with the Colorado Secretary of State. The Academy may have such other offices as the Board of Directors (the “Board”) may designate or as the affairs of the Academy may require.
2.2 Registered Office and Agent. The Academy shall have and continuously maintain in the State of Colorado a registered agent and a registered agent address, which shall be the street address and mailing address (if different) of the registered agent’s primary residence or usual place of business.
3.1 Members. The Academy shall have the categories of voting and non-voting members designated below in Section 3.3. Each Member that has the right to vote on membership issues shall be entitled to vote in the election of directors, on any matter requiring membership approval under the Act, the Articles of Incorporation, or these Bylaws, and on any other matter submitted to a vote of the voting membership by resolution of the Board.
3.2 Sponsorship. Each candidate for membership must be sponsored by a current Active Fellow. A Fellow may sponsor for membership two (2) new candidates per calendar year; this right will not be affected by sponsorship of holdover candidates.
3.3 Categories and Qualifications of Membership. Each candidate for membership must show recognized contributions in the field of craniomaxillofacial surgery as a prerequisite to membership as demonstrated by academic, clinical and research accomplishments, leadership, and contributions to craniomaxillofacial surgery. Further, each Member shall be designated as an Active Fellow, an Emeritus Fellow, an Associate Follow, an Honorary Fellow, or a Distinguished Fellow. Those members who attended the first meeting in May 2012 are identified as “Founding Fellows”. Whenever the term “Members” is used in these Bylaws without further modification, it refers to all Fellows of every category. Whenever the term “Voting Members” is used, it refers only to the Fellows with the right to vote on membership issues. Whenever the term “good standing” is used, it refers to a Fellow whose dues are current and whose membership has not been suspended or terminated.
- Performance of major craniomaxillofacial surgery during the preceding 12 months;
- Participation in clinical and/or basic research, particularly in projects funded following peer review;
- Publication of the results of innovative thought, data gathering research projects, and thorough reviews of controversial issues in peer-reviewed scientific media;
- Presentation at scientific meetings and/or continuing education courses at the local, regional, or national level.
- Active involvement in the education and training of residents and fellows in Craniomaxillofacial surgery.
New Active Fellows are encouraged to present abstracts at the annual Academy meeting. Active Fellows have the full rights of membership including the right to vote and hold office.
3.3.2 Emeritus Fellows. If an Active Fellow retires from the clinical practice of craniomaxillofacial surgery he or she then will become an Emeritus Fellow. Emeritus Fellows do not pay dues and are not eligible to hold office but are eligible to vote.
3.3.3 Associate Fellows. Associate Fellows will be Board certified surgeons in allied medical/surgical specialties such as Otorhinolaryngology, Plastic and Reconstructive Surgery, General Surgery, Neurosurgery, etc., and non U. S. or Canadian Oral and Maxillofacial Surgeons who otherwise meet the criteria for Fellowship. Associate Fellows may also be doctorate level individuals in other non-medical/surgical specialties such as speech pathology, or researchers with significant commitment/dedication to craniomaxillofacial surgery. Associate Fellows must pay dues but are not eligible to vote or hold office.
3.3.5 Honorary Fellows. Honorary Fellows will be those craniomaxillofacial surgeons or others who have had notable careers and who are otherwise ineligible for fellowship but who are elected to Membership by majority vote of the Active Fellows. Honorary Members do not pay dues and are not eligible to vote or hold office.
3.3.6 Distinguished Fellows. The Executive Committee may recommend to the Board of the Academy, Fellows for election to Distinguished Fellowship in the Academy. Fellows recommended for election to Distinguished Fellowship in the Academy shall have rendered distinguished service to the specialty and to the Academy. Election is by unanimous vote of the Fellows present at the annual meeting. Distinguished Fellows of the Academy do not pay dues, and are not eligible to vote or hold office.
3.3.7 Post Graduate Member.
The applicant must be an Oral and Maxillofacial Surgeon who has completed residency training but who does not yet meet the requirements for Active Fellows. The applicant must be recommended by an Active Fellow sponsor. A substantial component of the applicant’s practice shall be major hospital-based craniomaxillofacial surgery as interpreted by the Membership Committee.
Postgraduate membership shall be for a maximum of 5 years after board certification.
Post graduate membership is not required to become an Active Fellow nor does it guarantee nor imply entrance into active fellowship.
The postgraduate member pays Academy dues and may attend meetings, but is not eligible to vote or hold office.
3.4 Applications and Election Process. A completed application for membership, including the nomination by the sponsor of the individual proposed for membership, must be submitted to the principal office of the Academy for consideration by the Executive Committee and Board of Directors. The Executive Committee reviews all applications and forwards its recommendations to the Board of Directors for the Board’s review and approval. Prior to the annual business meeting, the President will distribute to the general membership a list of received applications for comment. Those who have submitted applications reviewed by the board may be allowed to attend the annual meeting except the business meeting. The Secretary shall submit the slate of candidates for voting by the membership at the annual business meeting of members. No discussion from the floor will be permitted at the meeting concerning membership candidates. A simple majority affirmative vote of the members present at the meeting is necessary for election to membership. Decisions of the Board and membership of the Academy shall be final.
3.5 Notification of Fellowship. The Secretary shall inform each member of the Academy and the newly elected members of the results of all membership elections.
3.6 Membership Size: The Academy membership shall not exceed 10% of the active membership of the American Association of Oral and Maxillofacial Surgeons.
3.7 Suspension and Termination. Membership shall terminate by death, dissolution, voluntary withdrawal or failure to pay the required membership dues, subject to a three-month grace period. In addition, it is expected that members will attend the annual meeting at least once every three years for continuation of membership. Furthermore, the Academy may suspend or expel any Member for cause, which includes violation of the Academy’s policies and rules or any conduct that is contrary to the best interests of the Academy. Such suspension or expulsion shall be by two-thirds vote of the entire Board. At least twenty (20) days prior to final action being taken by the Board with respect to a member, a statement of the charges and notice of time and place of the meeting of the Board at which the charges will be considered shall be sent to the Member, by any method of delivery permitted under the Act, to his/her last recorded address. The Member shall have the opportunity to appear in person or through his/her representative and present any defense to such charges before action is taken. The meeting shall be at least five (5) days before the effective date of the expulsion or suspension. During any period of suspension, or after termination or expulsion, a Member shall not be entitled to exercise the rights and privileges of membership, including without limitation the right to vote or hold office.
3.8 Transfer of Membership. Membership is not transferable, and Members shall have no ownership rights or beneficial interests of any kind in the property of the Academy.
MEETINGS OF MEMBERS
4.1 Place of Members’ Meetings. Meetings of the Members will be held at the principal office of the Academy, home city of the President or at another place in the United States specified in the notice of the meeting.
4.2 Annual Meetings of Members. Annual meetings of the Members will be held each year at the time of day fixed in accordance with a resolution of the Board and specified in the notice of meeting.
4.3 Special Meetings of Members. Special meetings of the Members may be called by the Board, the President of the Academy, or by the Members holding not less than 25% of the total votes in the Academy. Subject to any limitations under Colorado law, the types of business that may be transacted at a special meeting of the Members shall not be limited to business within the purpose or purposes described in the notice of such meeting.
4.4 Notice of Members’ Meetings. Written notice of any meeting of the Members will be given to all Members at least seven days prior to the meeting. The notice of any meeting will state the time and place of the meeting and the items on the agenda. If mailed, the notice will be deemed to be delivered five business days after it is deposited in the United States mail, first-class postage prepaid, addressed to the Member at the mailing address for the Member appearing in the Academy’s records.
4.5 Quorum at Members’ Meeting. The presence at a meeting of the Members, in person or of Voting Members entitled to cast at least 10% of the votes that may be cast on a matter that comes before the meeting constitutes a quorum at any meeting of the Members concerning that matter. The Members present in person at a duly organized meeting may continue to transact business until adjournment, notwithstanding that some of the Members withdraw, leaving less than a quorum.
4.6 Vote Required at Members’ Meeting. At any meeting of the Members called and held in accordance with these Bylaws, if a quorum is present, the affirmative vote of a majority of the Voting Members present in person, which may be cast on a matter are necessary to adopt the matter, unless a different percentage is required by the Act, the Articles of Incorporation or these Bylaws.
4.7 Officers of Meetings. At any meeting of the Members, the President of the Academy, or his or her designee, will act as chairperson.
4.8 Expenses of Meetings. The Academy will bear the expenses of all annual and special meetings of the Members.
4.9 Waiver of Notice. A waiver of notice of any meeting of the Members, signed by a Member, whether before or after the meeting, is equivalent to giving notice of the meeting to the Member. Attendance of a Member at a meeting, constitutes waiver of notice of the meeting except when the Member attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.
4.10 Action of Members by Written Consent Without a Meeting. Any action required to be taken or which may be taken at a meeting of the Members may be taken without a meeting if a written consent setting forth the action taken is signed by the majority of the Voting Members entitled to vote on the subject matter of the action. In order for any action taken without a meeting to be effective, the written consent of a majority of Members entitled to vote on the subject matter of the action must be received by the Academy within 60 days after the earliest date upon which the Academy received any such written consent. Action taken without a meeting shall be effective when the last written consent necessary to effect the action is received by the Academy (the “Effective Date”), unless the written consents set forth a different Effective Date. Any Member submitting a written consent under this Section 4.10 may revoke such consent by a writing signed and dated by the Member describing the action and stating that the Member’s prior consent thereto is revoked, provided that such writing is received by the Academy before the Effective Date. The record date for determining Members entitled to take action without a meeting or to receive notice of such action shall be the date that the first written consent concerning the action is received by the Academy.
4.11 Action of Members by Written Ballot Without a Meeting. Any action that may be taken at any meeting of Members may also be taken by mail ballot without a meeting by complying with this Section 4.11. The Academy shall distribute one ballot in writing to each Voting Member. All solicitations of votes by ballot shall (i) state the number of responses needed to meet the quorum requirement, (ii) state the percentage of approvals necessary to pass the measure or measures, (iii) specify the time by which the ballot must be received to be counted, and (iv) be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision on the matter. Each ballot so distributed shall (i) set forth the proposed action, (ii) give the Voting Members an opportunity to specify approval or disapproval of each proposal, and (iii) provide a reasonable time in which to return the ballot to the Academy. Ballot responses may be by written document or electronic method of conveying a vote as set by the Academy. Approval by ballot shall be valid only when (i) the number of votes cast by the Voting Members by ballot (excluding ballots that are marked in a manner that indicates authority to vote is withheld) within the time specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (ii) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot without a meeting. A ballot may not be revoked. All ballots shall be filed with the Academy and maintained in the corporate records for at least one year. Action taken under this Section 4.11 shall have the same force and effect as action taken at a meeting of the Members and may be described as such in any document.
4.12 Meetings by Telecommunication. Any or all of the Members may participate in an annual, regular, or special meeting of the Members by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A Member participating in a meeting by this means is deemed to be present in person at the meeting.
4.13 Allowed Attendees. Only members of the Academy may attend meetings of the Academy; however, invitations to others may be issued upon rare occasions by special vote of the Board. Special guests may be invited to attend clinical meetings, luncheons, and dinners at the time of Special or Annual Meetings only by invitation of members of the Academy through the Secretary of the Academy. The Chair of the Local Arrangements Committee may invite guests at his/her discretion.
4.14 Annual Scientific Meeting. The Academy shall hold an Annual Meeting with both scientific and business sessions. The President of the Academy shall have the privilege of inviting, with or without the payment of guest fees, such individuals, as the Board may deem important to the success of the Annual Scientific Meeting. Officers may invite up to four (4) guests and the Local Arrangements Chair, in consultation with the President if not the same person, may invite members of local societies without numerical limitation. Invitations to participants in the program and invitations to all residents and fellows in training are not considered invitations from members for the purpose of this limitation. Residents and fellows in training may be charged an adjusted fee to be established on an annual basis. A Fellow in good standing may nominate a non-member co-investigator to present an abstract at the annual meeting and they will be charged the resident’s adjusted registration fee.
BOARD OF DIRECTORS
5.1 Board of Directors. The Board shall consist of 11 members: the offices of Immediate Past President, President, President Elect, Treasurer and Secretary shall serve as the Executive Committee of the Academy. Other directors will include; one at large-director and the Chairs of five specialty Sections:
- Section on Pediatrics, Craniofacial and Orthognathic Surgery
- Section on Head and Neck Oncology Surgery
- Section on Craniomaxillofacial Trauma Surgery
- Section on Craniomaxillofacial Reconstructive Surgery
- Section on Education, Training and Research (This Section Chair does not ascend).
5.1.2 The at-large director shall serve for two (2) years and will not ascend. The Chair of the Section on Education, Training and Research shall serve for three (3) years and will not ascend. Individuals in these positions may choose to be a candidate for a Section Chair that ascends.
5.1.3 New Section chairs are elected.
5.1.4 The Executive Committee serves as the Nominating Committee and submits it nominations to the Board for their concurrence. Should the Board disagree with one or more of the nominees, the Executive Committee shall propose a new slate of candidates. The approved nominees then are forwarded to the Membership for additional nominations and a final vote.
5.1.5 The Executive Director and Executive Secretary shall serve as non-voting advisory members of the Board. The Executive Director has administrative responsibility for the Academy, is a resource for the administrative staff concerning Craniomaxillofacial surgery, and provides a day to day professional link between the Board and the administrative staff.
5.1.6 The Executive Secretary shall keep a continuous account of history of the Academy for the use of the membership. This shall include significant information concerning each Annual Meeting, including the site of the meeting, recipients of Honors, invited Lecturers, highlights of the Scientific Program and important actions arising from the Business Meeting. The Secretary shall also record significant action of the Board at its meeting. Each three (3) years, the Secretary shall prepare the history of the Academy from the time of the last recorded history to be part of the Archives of the Academy. The Secretary shall keep:
- general charge and custody of the books, papers, and records of the Academy are kept;
- the minutes of the meetings of the members and of the Board are kept and distributed;
- all correspondence is generated appropriately;
- all notices of meetings of the members and of the Board are sent;
- all members are notified of their status as Active, Emeritus, or Distinguished Fellows and see that an annual membership list is maintained;
- the names of all who ceased to be members since the last Annual Meeting are announced at each Annual Meeting of the Members.
5.2 General Powers and Duties of the Board. Subject to the Voting Members’ rights as set forth in the Act, the Articles of Incorporation and these Bylaws, the Board has the duty to manage and supervise the affairs of the Academy and has all powers necessary or desirable to permit it to do so. The Board may delegate any portion of its authority to an officer or Executive Director of the Academy.
5.3 Resignation; Removal; Vacancies. A director may resign at any time by giving written notice of resignation to the Academy President. The resignation is effective when the notice is received by the Academy unless the notice specifies a later date. Any director may be removed with or without cause by majority vote of the Voting Members. Any vacancy in the Board shall be filled by the Board. A director appointed to fill a vacancy shall serve for the unexpired term of such person’s predecessor in office and until such person’s successor is duly elected by the Voting Members.
5.4 Special Powers and Duties of Board. Without limiting the general powers and duties set forth in this Article 5, the Board has all of the powers and duties set forth in the Act.
5.5 General Standards of Conduct for the Board and Officers. Each director will discharge his or her duties as director, and each officer with discretionary authority will discharge his or her duties under that authority, in good faith, with such care as an ordinarily prudent person in a like position would use under similar circumstances, and in a manner that such director or officer reasonably believes is in the best interests of the Academy. In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the Academy whom the Board or officer believes to be reliable and competent in the matters presented; or (ii) legal counsel, public accountants or other persons as to matters which the Board or officer believes to be within such person’s professional or expert competence, so long as, in any such case, the Board or officer acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. In addition to the limitations on liability set forth in the Articles, a director or officer shall not be liable as such to the Academy for any act or omission as such if, in connection with such act or omission, the director or officer performed the duties of his or her position in compliance with this Section
5.6. With regard to the investment of any funds, the officers and directors of the Academy shall be subject to the standards set forth in the Act.
MEETINGS OF THE BOARD
6.1 Place of Board Meetings. Meetings of the Board will be held at the principal office of the Academy, in the home city of the President, or at another place in the United States specified in the notice of the meeting.
6.2 Annual Meeting of the Board. The annual meeting of the Board will be held prior to the annual meeting of the Members. The business conducted at the annual meeting of the Board will consist of the nominations of candidates for open director positions and the transaction of other business that properly comes before the meeting. No prior notice of the annual meeting of the Board is necessary if the meeting is held at the same place as the annual meeting of the Members at which the Board is elected or if the time and place of the annual meeting of the Board is announced at the annual meeting of the Members.
6.3 Special Meetings of the Board. Special meetings of the Board may be called by the President or a majority of the directors.
6.4 Notice of Board Meetings. When notice is required for any meeting of the Board, notice stating the place, day, and hour of the meeting will be delivered at least five (5) days before the date of the meeting, by mail, email, telephone or personally, by or at the direction of the persons calling the meeting, to each director. If mailed, the notice will be deemed delivered five business days after it is deposited in the mail addressed to the Board at his or her home or business address as either appears in the records of the Academy, with its first-class postage prepaid. If by email, the notice will be deemed delivered when sent to the email address as it appears on the records of the Academy. If by telephone, the notice will be deemed delivered when given by telephone to the Board or to any person answering the telephone who sounds competent and mature at the Board’s home or business phone number as either appears on the records of the Academy. If given personally, the notice will be deemed delivered upon delivery of a copy of a written notice to, or upon verbally advising, the Board or some person who appears competent and mature at the Board’s home or business address as either appears on the records of the Academy. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
6.5 Quorum of the Board. A majority of directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business, and the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise required by the Act, the Articles of Incorporation, or these Bylaws. If less than a quorum is present, a majority of the directors present may adjourn the meeting without further notice other than an announcement at the meeting, until a quorum is present.
6.6 Waiver of Notice. A waiver of notice of any meeting of the Board, signed by a director, whether before or after the meeting, is equivalent to giving notice of the meeting to the Board. Attendance of a director at a meeting in person constitutes waiver of notice of the meeting, except when the director attends for the express purpose of objecting to the transaction of business because the meeting is not lawfully called or conveyed.
6.7 Meeting Attendance; Open Meetings; Executive Sessions.
- The Board may permit any director to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all persons participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
- The Board may hold an executive or closed door session and may restrict attendance to directors and such other persons requested by the Board during a regular or specially announced meeting or a part thereof. The matters to be discussed at such an executive session shall be limited to: (i) matters pertaining to employees of the Academy or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the Academy; (ii) consultation with legal counsel concerning disputes that are the subject of pending or imminent court proceedings or matters that are privileged or confidential between attorney and client; (iii) investigative proceedings concerning possible or actual criminal misconduct; (iv) matters subject to specific constitutional, statutory, or judicially imposed requirements protecting particular proceedings or matters from public disclosure; (v) any matter the disclosure of which would constitute an unwarranted invasion of individual privacy; or (vi) review of or discussion relating to any written or oral communication from legal counsel. No rules shall be adopted during an executive session.
7.1 Election of Officers. Nominations for open directors shall be made by the Nominating Committee with additional nominations permitted by Members from the floor. Voting Members present at the Annual Meeting of the Academy shall elect the open director positions by simple majority. A written ballot will be used when there are two (2) or more candidates for a position. New officers’ terms of office shall begin immediately following the conclusion of the Annual Meeting.
7.2 Removal of Officers. Any officer, employee or agent appointed by the Board may be removed by the Board, with or without cause. The removal of an officer, employee or agent will be without prejudice to the contract rights, if any, of the officer, employee or agent removed. Election or appointment of an officer, employee or agent does not itself create contract rights.
7.3 President. The President shall preside at all meetings of the Academy and at all meetings of the Board. The President may make motions but will not ordinarily vote. In the event of a tie vote on any question, the President shall cast the deciding vote. Subject to the Board, the President:
- shall be the chair of the Board;
- shall have general charge and supervision of the affairs of the Academy;
- shall appoint non-elected committee chairs and members;
- shall appoint such special committees as he or she may deem necessary or proper, with such duties as he or she may designate;
- shall be the Academy’s liaison to international and other professional groups on all inter-societal issues;
- shall perform such other duties as may be prescribed by the Board, or as may be incident to his/her office.
7.4 President Elect. The President Elect shall be vested with all powers and shall perform all the duties of the President in the event of the latter’s inability to act and shall perform such other duties as may from time to time be prescribed by the Board. The President-Elect shall automatically assume the duties of the President when the President completes his/her one (1) year term of office. The President-Elect shall act as Parliamentarian at all meetings of the Board and shall perform such other duties as may be prescribed by the Board.
7.5 Treasurer. The Treasurer shall assume the office and duties of the President-Elect when the President-Elect assumes the office of President. The Treasurer shall supervise the financial affairs of the Academy including oversight of staff management of:
- the funds, receipts, and disbursements of the Academy;
- collection of all dues, fees, and other demands owing to the Academy;
- maintenance of the books of account, showing receipts and disbursements;
- check writing and orders for the payment of money, pay out and dispose of the same, and invest certain funds of the Academy as the Board shall direct;
- make a full report of the financial affairs of the Academy at each Annual Meeting, present a balanced budget for the next fiscal year for Finance Committee review 90 days prior to the beginning of the fiscal year for Board approval.
7.6 Secretary. The Secretary shall assume the office and duties of the Treasurer when the Treasurer assumes the office of President-Elect. The Secretary shall be a member of the Board.
7.7 The Immediate Past President is a member of the Board, Executive Committee, and chairs the Nominating Committee.
8.1 Standing Sections and Committees of the Academy shall include:
- Section on Pediatric, Craniomaxillofacial and Orthognathic Surgery
- Section on Head and Neck Oncologic Surgery
- Section on Craniofacial Trauma Surgery
- Section on Craniomaxillofacial Reconstructive Surgery
- Section on Education, Training and Research
- Awards Committee*
- Communications Committee*
- Constitution and Bylaws Committee*
- Finance Committee*
- Membership Committee*
- Nominating Committee*
- Program Committee*
- Local Arrangements Committee*
*Committees called at the discretion of the board
8.2 Committee Members and General Duties. Non-elected committee chairs and members shall be appointed annually by the President and President-Elect, except for the Nominating Committee. Each section and committee chair and officer of the Academy will be responsible for an annual report. The report shall also contain information regarding work done by committee members such that performance can be considered at the time of new committee appointments. This report will be due at the time of the Annual Meeting and will be sent to the President, with copies to the President-Elect and Secretary. The President-Elect will collate and review any changes for Board consideration and approval at the time of the Annual Meeting.
8.3 Nominating Committee. The Nominating Committee shall be The Executive Committee. The Chair shall be the Immediate Past President.
9.1 Amendment of Bylaws. The board will suggest Bylaws changes to the membership at the annual meeting. Voting Members may also propose changes to the Bylaws at the annual business meeting. Bylaws revisions require a 2/3 vote by the Voting Fellows in attendance at the annual business meeting.
9.2 Compensation of Officers, Boards, and Members. No director or officer may receive any compensation from the Academy for serving as a director or officer except for reimbursement of expenses approved by resolution of disinterested Board. Agents and employees of the Academy will receive reasonable compensation, if any, approved by the Board. Appointment of a person as an agent or employee will not, itself, create any right to compensation.
9.3 Books and Records. The Academy shall keep accurate and complete books and records of account. Members may inspect the Academy’s books and records, subject to any reasonable rules adopted by the Board or Academy management, as provided in the Act.
9.4 Annual Report. Within 90 days of the close of each fiscal year of the Academy, the Board shall cause to be made available to each Member, upon reasonable notice to the Academy, an annual report of the Academy containing (a) an income statement reflecting income and expenditures of the Academy for such fiscal year; (b) a balance sheet as of the end of such fiscal year; (c) a statement of the place of the principal office of the Academy where the books and records of the Academy, including a list of names and addresses of current Members, may be found.
9.5 Audit. At the discretion of the Board, or upon the request of at least one-third of the Members, the books and records of the Academy shall be subject to audit.
9.6 Corporate Reports. The Academy will file with the Secretary of State of Colorado, within the time prescribed by law, corporate reports on the forms prescribed and furnished by the Secretary of State and containing the information required by law. The Academy will pay the fee for the filing as prescribed by law.
9.7 Fiscal Year. The fiscal year of the Academy shall be determined by the Board.
9.8 Minutes and Presumptions Thereunder. Minutes or any similar records of the meetings of the Members or the Board, when signed by the Secretary or acting Secretary of the meeting, are presumed to truthfully evidence the matters set forth in the minutes or records. A recitation in any such minutes that notice of the meeting was properly given is prima facie evidence that the notice was given.
9.9 Checks, Drafts, and Documents. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Academy, will be signed or endorsed by such person or persons, and in such manner as the Board determines by resolution from time to time.
9.10 Dissolution of the Academy: The Board may recommend dissolution of the Academy to the Fellowship. Dissolution requires a simple majority vote of the Fellows present at a duly called meeting of the Academy. Upon dissolution of the Academy, all assets remaining after payment of all creditors shall be distributed to the Oral and Maxillofacial Surgery Foundation of the AAOMS.
9.11 Dues. The Board shall determine the annual membership dues, which may vary by category of membership. The Board shall also determine such rules and procedures for the manner and method of payment, the discount or waiver of dues in appropriate cases, a tiered pricing system for multiple memberships within a or refund of dues in appropriate cases, as the Board deems necessary or appropriate.
CERTIFICATION OF ADOPTION
I, _Melissa Connor____ , as Assistant Manager of the American Academy of Craniomaxillofacial Surgeons, Inc. certify that these Bylaws of the American Academy of Craniomaxillofacial Surgeons, Inc. were duly adopted the 5 day of May_, 2018, by the Board of Directors and Fellowship of the American Academy of Craniomaxillofacial Surgeons, Inc.
By: Melissa Connor
DATE OF REVISION: MAY 5, 2018