 |
 |
Bylaws |
 |
REVISED BYLAWS
OUTPATIENT OPHTHALMIC SURGERY SOCIETY
Adopted by the Membership, March 1, 2010
Revised, April 21, 2012
ARTICLE I
NAME, OFFICES AND PURPOSES OF THE ORGANIZATION
SECTION 1. Name. The name of this organization shall be the Outpatient Ophthalmic Surgery Society, Inc., hereinafter referred to as the “Society,” a not-for-profit corporation incorporated in the State of Florida.
SECTION 2. Offices. Offices of the Society shall be located in the State of Colorado and/or in such other localities as may be determined by the Board of Directors.
SECTION 3. Purposes. This Society is formed for the purpose of: (i) Encouraging high professional standards for physicians engaged in ophthalmic surgery on an outpatient basis; (ii) Improving the quality of ophthalmic surgical care available to the public; (iii) Promoting outpatient ophthalmic surgery as a field of medical practice; (iv) Providing opportunity for the exchange of experiences and opinions through discussion, study and publications; (v) Acquiring, preserving, and disseminating data and valuable information relative to the functions and continued growth of ophthalmic ambulatory surgical centers; (vi) Representing the outpatient ophthalmic surgical community in federal legislative and regulatory affairs; and (vii) Engaging in other activities as an exempt organization under Section 501(c)(6) of the Internal Revenue Code, as amended (or the corresponding provision of any future Internal Revenue law of the United States).
ARTICLE II
SECTION 1. Classes of Membership. The Society shall have three (3) classes of members. The rights and conditions of membership for each class are set forth below. For purposes of these Bylaws, and subject to exceptions set forth herein, only Primary Members shall have the right to vote only as specifically set forth in these bylaws or as authorized by the Board of Directors, and may be referred to as “Voting Members.” Unless otherwise specified, and authorized by action of the Board, other categories of Members shall not have a right to vote.
SECTION 2. Primary Members. Primary membership shall be open to persons who: (i) Hold a degree of doctor of medicine, or doctor of osteopathy from a properly accredited degree-granting medical or osteopathic school; (ii) Are duly licensed to practice medicine in the state of his or her principal residence; (iii) Have a demonstrated, continued interest in ophthalmology ASC surgery; (iv) Are board certified or qualified in his or her specialty; (v) Reside in the United States and (vi) Own or are a principal financial partner in an ophthalmic ambulatory surgery center. Primary Members shall have the right to vote and hold office.
SECTION 3. Honorary Members. Honorary membership shall be open to persons who have substantially aided the progress of outpatient ophthalmic surgery and who are approved for Honorary membership by a two-thirds vote of the Board of Directors. Honorary Members shall enjoy all the privileges of membership in the Society, but shall not have the right to hold elected office, to vote on any matter, or to propose a candidate for membership, unless previously participating in the Society as a Primary Member. Honorary Members shall not be obligated to pay annual dues.
SECTION 4. Associate Members. There shall be three classes of Associates: International Associates, Professional Associates and Retired Associates. International Associate status shall be open to persons residing outside the United States who: (i) Hold a degree of doctor of medicine or doctor of osteopathy from a properly accredited degree-granting medical or osteopathic school, or the international equivalent; (ii) Have a demonstrated, continued interest in ophthalmology ASC surgery, and (iii) Have appropriate qualifications, certification and/or credentials in ophthalmology. International Associates shall not be Primary Members. An International Associate who changes residency to the United States may convert to the category of Primary Member, provided that such person meets all of the requirements of a Primary Member. Professional Associate and Retired Associate status shall be open to persons who are nominated by a member of the Board of Directors and not currently affiliated with an operational ophthalmic oriented ambulatory surgery center and who: (i) Hold a degree of doctor of medicine or doctor of osteopathy from a properly accredited degree-granting medical or osteopathic school, or the international equivalent; and/or (ii) Have appropriate qualifications, certification and/or credentials in ophthalmology and or management or administration of ophthalmic ambulatory surgery centers, and (iii) Have a demonstrated, continued interest in ophthalmology ASC surgery. Associate Members shall enjoy all the privileges of membership in the Society, but shall not have the right to hold elected office, to vote on any matter, or to propose a candidate for membership. For such privileges, Associate Members shall be obligated to pay annual dues in the amount of $500 or as otherwise set forth by the Board of Directors. Should an Associate Member become affiliated with an ambulatory surgery center performing ophthalmic procedures, he or she may convert to the category of Primary Member, provided that such person meets all the requirements of a Primary Member.
SECTION 5. Suspension and Removal. Any Primary Member whose dues are one year in arrears shall have his or her membership in the Society, immediately suspended; by the Board of Directors. Any Primary Member or Associate Member may be suspended or expelled and membership terminated or suspended by the Board of Directors pursuant to a procedure that is fair and reasonable and is carried out in good faith. Any written notice given by mail must be delivered by certified mail or first-class mail to the last address of the member shown on the records of the corporation. Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which the defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination. A vote for expulsion, suspension or termination shall occur only after the Member or Associate has been advised of the basis for his or her proposed suspension or removal in writing, and given a reasonable opportunity to contest his or her proposed suspension or removal. Any Member or Associate suspended or removed for reason including non-payment of dues may reapply for membership or affiliation, as the case may be, pursuant to Section 6, provided, however, that a two-thirds vote of the Board of Directors present and voting shall be required to approve the application. A member who resigns or who has been expelled or terminated shall remain liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made before expulsion or suspension.
SECTION 6. Transfer of Membership or Association. Membership or association in the Society or any rights arising from membership is not transferable or assignable.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Authority and Responsibility. The business and affairs of the Society shall be vested in the Board of Directors (the “Board”). The Board shall have all the powers and duties to manage the affairs of the Society and all such other powers and duties as shall be necessary or proper to enable it fully to conduct the business of the Society and to effectuate the purposes thereof, and shall have the power not inconsistent with the provisions hereof, from time to time, to appoint and remove, and to fix the compensation of employees and agents of the Society, including accountants, attorneys and consultants, as the Board shall deem necessary or proper for the purpose of conducting the business and affairs of the Society. To achieve the objectives of the Society, the Board of Directors may, at its discretion, establish organizational units such as boards, councils, committees, taskforces or divisions to serve special interests within the organization and within the ophthalmic ambulatory surgery center (“ASC”) community, including sections to provide educational opportunities in specialty areas of ophthalmology healthcare and management.
SECTION 2. Composition. The Board of Directors shall be comprised of at least ten (10) members, but not more than eighteen (18) members, all of whom must be Primary Members in good standing.
SECTION 3. Nomination and Election. A person may be nominated and elected to serve as Director by majority vote of the Directors present at a meeting at which there is a quorum present.
SECTION 4. Announcement of Directors. Announcement of Directors elected by the Board shall occur at the Annual Meeting of the Society and shall be conducted in such manner as specified by the Board and these Bylaws.
SECTION 5. Term. Directors shall each be elected for a term of three (3) years, and their terms shall be staggered so that not more than five (5) Directors are elected to full terms each year. Each Director shall hold office until the expiration of the term for which he or she is elected, and until his or her successor has been elected and qualified, unless the Director resigns or is removed by action of the Board. A director may serve no more than two terms.
SECTION 6. Vacancies. A vacancy on the Board of Directors created by death, sickness, disability, or resignation shall remain vacant until the next annual Board election, unless otherwise determined by the Board, in which case the vacancy shall be filled by a person nominated by at least three (3) Directors and approved by a majority vote of the Directors. The term of a Director elected or appointed to fill a vacancy expires at the next annual meeting at which directors are elected.
SECTION 7. Removal. Any Director may be removed at any time for cause by the affirmative vote of a majority of the Directors then in office. Any director may be removed at any time with or without cause by the affirmative vote of a majority of the Directors then in office. The notice of a meeting to remove a director or directors shall state the specific directors sought to be removed. A proposed removal of a director at a meeting shall require a separate vote for each director whose removal is sought. Where removal is sought by a written consent, a separate consent is required for each director to be removed. If removal is effected at a meeting, any vacancies created shall be filled by the directors eligible to vote for the removal. Any director who is removed from the board is not eligible to stand for reelection until the next annual meeting at which directors are elected. Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the corporation in his or her possession.
SECTION 8. Meetings. The Board shall meet at least two (2) times each calendar year and as needed at such time and such place as the Board may prescribe. Meetings may be in person, or through the use of any means of communication by which all directors participating may simultaneously 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. Special meetings of the Board of Directors shall be held at the call of the President or upon written request of not less than five (5) members of the Board of Directors. Written notice of any meeting of the Board shall be mailed, or otherwise transmitted by facsimile communication, electronic mail, or when posted on an electronic network that the member has consented to consult, to each member of the Board at least five (5) days before the meeting. The President shall preside at all meetings. In the absence of the President, the Vice President will preside; in the absence of the Vice President, the Secretary or Treasurer will preside in this order.
SECTION 9. Action Without a Meeting. Any action of the Board of Directors may be taken without a meeting if the action is taken by two-thirds (2/3) of eligible voting members of the Board provided that all members are sent the consent form. The action must be evidence by one or more written consents describing the action taken and signed by each director.
SECTION 10. Quorum. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business.
SECTION 11. Voting. Unless otherwise prescribed by these Bylaws or the laws of the State of Florida, the act of the majority of the Board members present at a meeting at which there is a quorum shall be the act of the Board. The voting rights of a Director may not be delegated to another person nor exercised by proxy. Action taken by a conference, telephone, electronic means or mail ballot of the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of such Board.
SECTION 12. Absences. Any Director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single calendar year shall immediately and automatically be removed from the Board of Directors upon a vote of a majority of the Directors then in office, and the vacancy shall be filled as provided by these Bylaws; provided, however, the Board of Directors may act to allow such Director to retain his or her Board position, rather than fill the position with another person, upon affirmative vote of a majority of Directors present at any meeting at which there is a quorum of the Board.
SECTION 13. Compensation. Directors shall not receive any compensation for their services. However, any Director may at the discretion of the Board receive reimbursement for expenses incurred in the performance of duties on behalf of the Society.
SECTION 14. Indemnification. Every Director of the Society and such others as specified from time to time by the Executive Committee, their heirs, executors and legal representatives shall be indemnified by the Society for all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director of the Society, or any settlement thereof, whether the person is a Director at the time such expenses are incurred, except in such cause wherein the Director is adjudged guilty of willful misconduct or conscious disregard for the best interest of the Society. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the Director may be entitled. The Society may purchase and maintain insurance for such indemnification as permitted by law, when, as, and if the Board of Directors shall so direct.
SECTION 15. Individual Action. No Director, acting as an individual, is authorized to incur financial or service obligations on the part of the Society under any circumstances.
SECTION 16. Board Member Conflicts of Interest. All conflicts and all potential conflicts of interest between any member of the Board of Directors and the Society shall be disclosed and resolved in accordance with the following guidelines: (i) All conflicts of interest, whether potential or actual, involving any Director shall be disclosed to the Board of Directors of the Society as soon as such conflict of interest becomes known to that Director; (ii) Any Director who has a potential or actual conflict of interest shall be counted in determining the presence of a quorum at the meeting at which a vote on that matter is taken, but shall not vote on the matter nor be counted as present for purposes of determining the vote count on the matter; (iii) The Board of Directors may from time to time establish further guidelines to define potential and actual conflicts of interest and those circumstances in which conflicts of interest may arise, and may adopt procedures for the periodic canvassing of members of the Board to determine if such conflicts of interest exist. In the event of a conflict perceived by the Board, the Board may provide a procedure for resolving it.
ARTICLE IV
OFFICERS
SECTION 1. Officers. The Officers of the Society shall be a President, Vice President, Secretary, Treasurer and Immediate Past President.
SECTION 2. Election of Officers. A person may be nominated and elected to serve as Officer by a majority vote of the Directors present at a duly constituted meeting where there is a quorum present. In the event that there are more than two candidates nominated for the same office and one candidate does not win a majority on a ballot, the candidate with the fewest votes shall be eliminated and the ballot retaken until one candidate is elected by a majority vote.
The Vice President shall succeed to the office of President. The Secretary and Treasurer shall each serve for a period of two years and do not automatically succeed to the office of Vice President.
SECTION 3. Term of Office. Each Officer shall hold office for a period of two (2) years, or until such time as his or her successor shall have been elected. There shall be no limit to the number of terms a Member may serve as an Officer; provided, however, that any person holding the office of Secretary or Treasurer is limited to serving two successive terms as Secretary or Treasurer.
SECTION 4. Vacancies. A vacancy in the office of President, however occurring, shall be filled for the balance of the term by the Vice President or by another Director by a vote of two-thirds of the Board of Directors. A vacancy, however occurring, in any other office may be filled by the Board of Directors for the balance of the term by a vote of two-thirds of the members of the Board.
SECTION 5. Removal from Office. Any Officer may be removed at any time, with or without cause, by the affirmative vote a majority of the Directors other than the Officer whose suspension is being considered.
SECTION 6. President. The President, who shall be a Director, shall (i) preside at all meetings of the Board, (ii) be a member ex-officio of all Committees, (iii) act as the chief executive officer of the Society and exercise general supervision over the Society, (iv) be responsible for the day-to-day operations and property of the Society in conformity with the Articles of Incorporation, these Bylaws, and the decisions of the Board, (v) be one of the Officers authorized to sign the checks, drafts and contracts of the Society, and (vi) perform all other duties normally associated with the office of the President. The President, subject to the Articles of Incorporation, these Bylaws, and the decisions of the Board, may also delegate authority for the management of the affairs and the property of the Society to an Executive Director.
SECTION 7. Vice President. The Vice President, who shall be a Director, shall (i) generally assist the President, and (ii) call and preside at meetings of the Board in the absence of the President. The Vice President shall have and assume the powers and duties of the President in the event of the absence or disability of the President. In the event the Vice President assumes the office of the President prior to the expiration of the Vice President’s term, he/she shall serve as President of the Society for a period of time equal to the remainder of the term of the President. The Vice President shall chair the Government Relations Committee.
SECTION 8. Secretary. The Secretary, who shall be a Director, shall (i) cause to be issued notices of all meetings, (ii) receive and attend to all correspondence of the Board, (iii) have custody of all documents belonging to the Society; (iv) be responsible for having the minutes taken and recorded and (v) perform such other duties as specified herein, as specified by the Board of Directors, and as usually pertain to this office. The Secretary also shall chair the Bylaws and Communication and Education Committees.
SECTION 9. Treasurer. The Treasurer, who shall be a Director, shall (i) have current knowledge of all operating funds of the Society, (ii) see that an accounting system is maintained in such a manner as to give an accurate accounting of the financial transactions and status of the Society and that reports of such transactions are presented promptly to the Board of Directors, (iii) see that all expenditures for operations are made to the best possible advantage of the Society, and (iv) perform such other duties as specified herein, as specified by the Board of Directors, and as usually pertain to this office. The Treasurer shall chair the Budget/Audit and Membership Committees.
SECTION 10. Immediate Past President. The President shall immediately upon completion of his or her term of office serve as Immediate Past President, and shall be responsible for such duties as are individually assigned by the President or Board of Directors and shall chair the Nominations Committee.
SECTION 11. Executive Committee. The Officers of the Society shall comprise the Executive Committee of the Board. Between regular or special meetings of the Board of Directors, management of the Society shall be vested in the Executive Committee. Actions of the Executive Committee shall be reported to the Board by mail or at the next board meeting. The President shall be chair of the Executive Committee, and three (3) or more of its members shall constitute a quorum.
SECTION 12. Additional Officers. The Board of Directors may appoint one or more additional officers or assistant officers as it may determine.
ARTICLE V
EXECUTIVE DIRECTOR
SECTION 1. Appointment. The Board of Directors may employ, through contract, an Executive Director whose terms and conditions of employment shall be specified by the Board of Directors.
SECTION 2. Authority and Responsibility. The Executive Director shall manage the day-to-day operations and property of the Society, subject to directives of the Board.
ARTICLE VI
MEETINGS OF THE MEMBERS
SECTION 1. The Annual Meeting. The annual meeting of the Members of the Society shall be held at a time and place to be decided each year by the Board of Directors. Notice of all Annual Meetings shall be made in writing by U.S. Mail, courier service, by facsimile transmission, by electronic mail or by posting on an electronic network that the member has consented to consult to each Member to the Member’s address as shown on the books of the Society at least forty-five (45) days in advance of such meeting and shall include the date, time, location and proposed agenda for such meeting.
SECTION 2. Quorum. At least 25% of the Primary Members shall constitute a quorum for the transaction of business. If a quorum is present at the beginning of the meeting of the Society, all business that comes before the Society at that meeting may be transacted regardless of whether a quorum is present at all times during the meeting.
SECTION 3. Special Meetings. Special meetings of the Society’s members may be called by the President or the Board of Directors. At least thirty (30) days’ notice of the time, place and purpose of any special meeting shall be given to all Primary Members. No business may be transacted at a special meeting other than that specified in the notice.
SECTION 4. Voting. At all business meetings of the Society each Primary Member shall have one (1) vote and only on matters referred to the members by the Board of Directors. Unless otherwise prescribed by these Bylaws or the laws of the State of Florida, the act of the majority of the Primary Members present at a meeting at which there is a quorum shall be the act of the Members. There shall be no voting by proxy on any matter of business of the Society, except with respect to such meetings and on such issues and matters as may be solely determined by the Board of Directors. In any instance in which the use of proxies is so permitted, the Secretary shall be directed to prepare the proxy form according to the directions of the Board of Directors, and he or she shall deliver one such proxy to each Primary Member at each Member’s last recorded address not less than thirty (30) days prior to the meeting of the membership for which the proxy is applicable. Each proxy shall provide that the Primary Member may vote either affirmatively or negatively for any issue as described in the proxy. In no instance shall any form of proxy other than any proxy prepared by the Secretary as specifically provided by the Bylaws, be enforceable or given any effect with respect to the transaction of any business of the Society, and no alterations or modifications of any proxy prepared by the Secretary shall be permitted. The Secretary will receive and tabulate all mail ballots for the election of Directors, and all authorized proxies relating to the transaction of any other business, and the total votes as computed shall be voted by the designated proxy at the appropriate meeting of the membership. The Secretary of the Society shall receive and tabulate all written ballots presented by persons in attendance at any meeting for which proxies are authorized. No mail ballot or other authorized proxy shall be counted unless received by the Secretary of not less than fourteen (14) days prior to the date of the meeting at which said ballot or proxy shall be voted. On any mail vote, a majority of those voting shall determine the action.
SECTION 5. Order of Business. At all meetings of the Board of Directors, Executive Committee, Annual Meeting or standing committees of the Society to the extent applicable in each instance, the order of business shall be:
- Call to Order
- Approval of the Agenda
- Approval of the Minutes
- Reports of Officers
- Reports of Committees
- Legislative Report
- Unfinished Business
- New Business
9. Announcements
10. Adjournment
SECTION 6. Authority. Any questions as to priority of business shall be decided by the President without debate; provided, however, that the foregoing order of business may be altered or suspended at any meeting by a majority vote of the Board.
ARTICLE VII
COMMITTEES
SECTION 1. Committees. The President shall appoint the following standing committees: (i) Government Relations; (ii) Nominations; (iii) Education; (iv) Communications; (v) Membership; (vi) Budget/Audit; and (vii) Bylaws. The Board of Directors may appoint special committees as may from time to time be deemed necessary. All such committees shall be advisory in character and shall report to and act under the direction of the Board of Directors. The President, or a representative designated by the President, shall be an ex officio member of every committee.
SECTION 2. Duties. The Board of Directors shall determine the duties of each standing committee and of each special committee. Each standing and special committee shall make its report directly to the Board of Directors at such times as may be directed. No committee shall have the authority to: (a) approve or recommend to members actions or proposals required to be approved by members; (b) fill vacancies on the board of directors or any committee thereof; or (c) adopt, amend or repeal the bylaws.
SECTION 3. Composition The Board of Directors shall appoint two or more members who serve at the pleasure of the Board including the Chairman of each standing committee except as otherwise provided by the Bylaws and it shall also have the discretion to determine the number of members to comprise each standing committee; provided that each committee has at least two members. The provisions of these bylaws which govern meetings, notice and waiver of notice and quorum and voting requirements of the board of directors shall apply to committees and their members as well.
ARTICLES VIII
DUES, ASSESSMENTS AND FISCAL YEAR
SECTION 1. Establishment of Dues and Fiscal Year. The dues and assessments of the Society shall be set annually by a two-thirds (2/3) vote of the Board of Directors. Dues shall be computed on a calendar year and shall be payable on the first day of January or such other time as set by the Board of Directors. The fiscal year for accounting purposes shall be established by the Board of Directors.
ARTICLE IX
AMENDMENTS
SECTION 1. Amendments. The Bylaws may be amended by a by two-thirds (2/3) vote of the Board of Directors.
