ARTICLE I: NAME

This organization shall be known as the American College of Osteopathic Surgeons and be incorporated as a nonprofit corporation exempt from federal income tax under the Internal Revenue Code in the state of Missouri.

ARTICLE II: MISSION STATEMENT AND PURPOSE

The mission and purpose of the College shall be determined and approved by the Board of Governors.

ARTICLE III: MEMBERSHIP

Section 1—Classifications of Membership

1. Active Member
2. Resident Member
3. Student Member
4. Associate Member
5. Honorary Member/Fellow
6. Retired Member
7. Life Member
8. Inactive Member
9. International Member

Section 2—Active Member Requirements

Membership applications are accepted from osteopathic surgeons trained in the surgical specialties of otolaryngology-head and neck, general, general vascular, neurological, obstetrical/gynecological, ophthalmologic, orthopedic, plastic and reconstructive, cardiovascular thoracic, and urological, as well as from non- osteopathic surgeons practicing in the specialties represented by the American College of Osteopathic Surgeons (ACOS).

Applicants for membership must meet the requirements outlined in the bylaws, which include, but are not limited to, the following:

1. Educational Background: Applicants must be graduates of an American Osteopathic Association (AOA) Commission on Osteopathic College Accreditation (COCA) accredited college of osteopathic medicine or a Liaison Committee on Medical Education (LCME) accredited college of medicine. Member applications are open to physicians who have successfully completed a surgical residency training program approved by the AOA or accredited by the Accreditation Council for Graduate Medical Education (ACGME).
2. Licensure: Applicants are required to maintain and continuously hold a full, unrestricted license to practice medicine and/or surgery in the state or jurisdiction where they are employed. This requirement extends to physicians who possess a valid license from another state, provided that such licensure is recognized and accepted in the state or jurisdiction of their current practice.
3. Ethical Practice: Applicants must practice ethically and be recognized in the community as surgeons or healthcare providers of surgical patients.
4. Induction Ceremony: All new active members are required to attend an annual meeting of the American College of Osteopathic Surgeons to participate in a membership induction ceremony at the ACOS Ceremonial Conclave within three years of application acceptance. Failure to attend any of these three meetings for induction will result in the membership being forfeited. Membership may be reinstated by the Membership Committee at the request of the former member, effective after the former member attends the subsequent annual meeting and participates in the induction ceremony.
5. Application Process: The established application process must be approved by the Board of Governors.
6. Compliance: Applicants must agree to abide by the bylaws, rules, regulations, and ethics of the ACOS and the AOA Code of Ethics.

Section 3—Resident Member Requirements

Resident member applications are open to resident physicians who have commenced training in an ACGME accredited surgical training program. Applicants must meet the following criteria:

1. Educational Background: Applicants must be graduates of a COCA- accredited college of osteopathic medicine or an LCME-accredited college of medicine.
2. Residency Status: Applicants must be, and continue to be, resident physicians or fellows in good standing in an ACGME accredited surgical training program.
3. Compliance: Applicants must agree to abide by the bylaws, rules regulations, and ethics of ACOS, as well as the AOA Code of Ethics.
4. Application Process: The application process must be approved by the Board of Governors.

Section 4—Student Member Requirements

An applicant must be, and continue to be, enrolled in a COCA-accredited college of osteopathic medicine or LCME-accredited college of medicine. The applicant must agree to abide by the bylaws, rules, and regulations of the ACOS, as well as the ACOS and AOA Code of Ethics. The application process must be approved by the Board of Governors.

Section 5—Associate Member Requirements

Associate membership shall be available to any nonsurgical osteopathic or allopathic physician, or an advanced practice provider who supports the mission and objectives of the ACOS. An applicant must meet the following requirements:

1. Educational Background: Nonsurgical or other surgical specialty physicians or advanced practice healthcare providers must be graduates of their accredited program (PAs, NPs) or an institution acceptable to the Board of Governors.
2. Physician Membership: If the applicant is a physician, they must be a member in good standing with the American Osteopathic Association, or an American Medical Association (AMA) recognized national medical specialty society.
3. Advanced Practice Provider Membership: If the applicant is an advanced practice provider, they must be a member in good standing with the national specialty society for their specialty (e.g., ANA, AAPA, NACHNS).
4. Additional Requirements: The applicant must meet any other requirements as determined by the Board of Governors.
5. Application Process: The application process shall be approved by the Board of Governors.
6. Compliance: The applicant must agree to abide by the bylaws, rules policies, regulations, and Code of Ethics of the ACOS and AOA.

Section 6—Honorary Member/Fellow Requirements

Honorary membership may be granted to any living person who has contributed substantially to the American College of Osteopathic Surgeons and to the osteopathic medical profession or possess a national or international reputation in the field of surgery or medicine upon the unanimous vote of the Board of Governors. The applicant must agree to abide by the bylaws, rules, regulations, and Code of Ethics of the ACOS and AOA.

The application process must be approved by the Board of Governors.

Honorary Fellowship Recommendations: Candidates for an Honorary Fellow may be recommended if they meet one of the following:

1. Have rendered distinguished services to the College or osteopathic profession.
2. Possess a national or international reputation in the field of surgery or medicine.

Nomination Process: Eligible non-physician nominations will be reviewed by the Membership committee and approved by the Board of Governors. Eligible physician nominations will be reviewed and approved by the Board of Governors.

Recognition: The Honorary Fellow candidate will be recognized at the Annual Ceremonial Conclave in the same year as their selection. Nominations do not automatically lead to selection, and this honor is not required to be bestowed annually.

Privileges: Honorary Fellows are not required to pay fees or dues and have no membership rights, privileges, or duties. An Honorary Fellow does not have voting privileges and cannot hold any appointed or elected office within the ACOS. Ideally, the Honorary Fellow should be conferred in person; however, under exceptional or extraordinary circumstances, other methods of presentation may be considered.

Section 7—Retired Member Requirements

Retired Membership may be granted to any Active or Associate Member who has permanently retired from practice and does not qualify for Life or Inactive Membership. Retired Members and Retired Associate Members shall not be obligated to satisfy the requirements for continuing surgical education, attendance at annual meetings of the ACOS, or licensure to practice osteopathic medicine and surgery in the state in which they reside. The applicant must agree to abide by the bylaws, rules, regulations, and Code of Ethics of the ACOS and AOA.

The appointment process shall be determined and approved by the Board of Governors.

Section 8—Life Member Requirements

Life Membership shall be granted to any Active, Associate, or Retired Member who, during the year, will have reached the age of sixty (60) and will have been a member for at least twenty (20) years. The applicant must agree to abide by the bylaws, rules, regulations, and Code of Ethics of the ACOS and AOA.

The appointment process shall be determined and approved by the Board of Governors.

Section 9—Inactive Member Requirements

A member who is temporarily discontinued from clinical surgical practice may request to become an Inactive Member. The process shall be determined and approved by the Board of Governors.

The Inactive Member must notify the Chief Executive Officer if they return to active clinical surgical practice.

Section 10—International Member Requirements

1. Educational Background: Applicants must be a graduate of a medical school accredited by the Commission on Osteopathic Accreditation (COCA), the Liaison Committee on Medical Education (LCME), the Committee on Accreditation of Canadian Medical Schools (CACMS), or the Mexican Board for Accreditation of Medical Education, (Consejo Nacional de Certificatión en Medicina), (COMAEM), and/or acceptable to the Board of Governors
2. Language Proficiency: Applicants must have the ability to speak and write in the English language. The application form must be completed, and all correspondence is to be conducted in English.
3. Training Documentation and Practice Requirements:
   1. Applicants must provide a certificate of completion of surgical training requirements which can include but are not limited to Cardiothoracic and Vascular, General, Neurological, Plastic Reconstructive and Urological surgical disciplines as determined by his/her country.
   2. Applicant must hold a current appointment on the surgical staff of a hospital with no reportable action pending that could adversely affect staff privileges at any hospital. For those who don’t have hospital privileges, staff will consult the national practitioners databases listed in the member application and in the Vetting Process Document for the ACOS International Membership.
   3. Applicant must practice as a surgical specialist within the scope of their specialty.
4. Certification: Applicants must be Board eligible or certified by one of the following:
   1. An American Surgical Specialty Board, which is a member of the American Osteopathic Board of Surgery or the American Board of Medical Specialties, or the ABS, American Board of Surgery.
   2. An appropriate international surgical board from the country where the applicant is currently practicing. A list of these Boards for Canada and Mexico are listed in the membership applications and in the Vetting Process Document.
5. Licensure: Applicants must be, and continue to be, fully licensed to practice medicine in their country, state, jurisdiction, or province with no reportable actions pending that could adversely affect the status of that licensure in any or all states that they hold licenses. If the applicant is practicing in the U.S., a current U.S. license is also required, along with no reportable actions pending that could adversely affect the status of that licensure in any state.
6. Ethical Practice: Applicants must practice ethically and be recognized in the community as a surgeon. A letter from the medical licensing board or boards in all regions, states and countries where the applicant is licensed, and practices, is required as part of the application and must state that he/she is in good standing.
7. Additional Requirements: Applicants must meet the following requirements:
   1. Take an oath at the ACA conclave to adhere to the principles and practices of osteopathic philosophy, which emphasize the unity of body, mind, and spirit, and must also believe in the tenants of osteopathic medicine.
   2. Applicant must identify one ACOS Fellow or member of the College who can serve as a reference and who can complete a letter of endorsement that speaks of the applicant’s qualifications as a surgeon, their ethical behavior, and their good standing in the medical community.
   3. Applicants must meet any other requirements as determined by the Board of Governors.
8. Submission of an Educational Abstract: Applicants are required to submit an abstract for presentation at a subsequent educational event.
9. Induction Ceremony: All new active members are required to attend an annual meeting of the American College of Osteopathic Surgeons to participate in a membership induction ceremony at the ACOS Ceremonial Conclave within three years of application acceptance. Failure to attend any of these three meetings for induction will result in the membership being forfeited. Membership may be reinstated by the Membership Committee at the request of the former member, effective after the former member attends the subsequent annual meeting and participates in the induction ceremony.
10. Application Approval: The application process shall be approved by a majority vote of the Board of Governors.
11. Compliance: Applicants must agree to abide by the bylaws, rules, regulations, and ethics of ACOS and the AOA.
12. Leadership Eligibility: International members are welcome to achieve Fellow status. Executive leadership positions are reserved for members who are osteopathic physicians trained in the United States of America.

Documents Required for  Membership:

The applicant must submit the following documents, along with the completed application in English.

1. Current CV, (in English), and education/training certificates where applicable.
2. Certificate copies, (legible) of medical school completion and Board certifications in the country where the applicant trained.
3. One professional reference from an ACOS College member or Fellow and his/her letter of endorsement referencing the applicant’s ethical behavior as a surgeon and their good standing in the medical community.
4. A letter of good standing from the medical licensing board in his or her country, state, province, or jurisdiction must be submitted as part of the application process. If practicing in the U.S., a letter from the state licensing Board verifying that the physician is in good standing is required.
5. A signed oath, located in the membership application, to uphold the ACOS and AOA Code of Ethics and to adhere to the principles and practices of osteopathic philosophy, which emphasize the unity of body, mind, and spirit, and must also believe in the tenants of osteopathic medicine.

Enrollment Fee Requirement:

This shall be determined by the Membership Committee and approved by the Board of Governors.

Section 11—Change of Membership Status

The Board of Governors shall exercise complete authority regarding the membership of all members of the College. They shall have the power to change the status or terminate the membership of any member of any class of membership who no longer qualifies with the membership requirements.

Membership Actions:

Membership may be denied suspended, or terminated for any violation of the bylaws, code of ethics, any lawful rule or practice duly adopted by the College, or any other conduct prejudicial to the interests of the College. Such actions shall require the approval of three fourths of the Board of Governors present, provided that a quorum is present in person or via unanimous electronic vote. A statement of charges must be sent to the individual via certified or registered mail to the last recorded address of the member at least thirty (30) days before final action is taken. The member shall have the opportunity to respond in writing to present any defense to such charges before action is taken.

Conduct Prejudicial to the College:

The following shall be considered conduct or conclusive evidence of conduct prejudicial to the interests of the College and inconsistent with its purpose:

1. Conviction of a felony involving moral turpitude or any crime relating to or arising out of the practice of medicine, or which involves a claim of dishonesty, misrepresentation, fraud, or moral turpitude.
2. Limitation or termination of any right associated with the practice of medicine in any state, province, jurisdiction, or country, including the imposition of any requirement for surveillance, supervision, or review, due to a violation of a medical practice act or other statute or governmental regulation. This includes disciplinary action by or entry into a consent order with any medical licensing authority, or voluntary surrender of a license.
3. Engaging in unethical or illegal financial transactions including sharing or splitting fees with other doctors resulting in conflicts of interest, giving or receiving compensation for referring patients or using specific medical devices or services, which is illegal and unethical.
4. The involvement of misleading a patient specifically as to who the surgeon will be performing the procedure.
5. Grossly immoral, dishonorable, unethical, or unprofessional conduct.
6. The performance of surgical operations when the responsibility for diagnosis and/or care of the patient is delegated to another who is not qualified.
7. Failure or refusal to cooperate reasonably with an investigation by the College of a disciplinary matter.

Section 12—Reinstatement of Membership

Any member who has been suspended or expelled from the College, or who has resigned his/her membership, may request reinstatement of their membership status. The process for reinstatement shall be determined by the Membership Committee and approved by the Board of Governors.

ARTICLE IV: FELLOW OF THE AMERICAN COLLEGE OF OSTEOPATHIC SURGEONS (FACOS)

The title of “Fellow of the American College of Osteopathic Surgeons (FACOS)” may be conferred on Members, Associate Members, Honorary Members, Retired Members, and Life Members of the College. The honored FACOS title is an earned award, in recognition of activities performed to advance osteopathic medicine and surgery.

To be conferred the title of FACOS, an approved applicant must be inducted at the Annual Clinical Assembly Ceremonial Conclave, which takes place during the annual meeting of the American College of Osteopathic Surgeons.

The eligibility criteria, application, induction procedures, and the process for reinstatement of the designation following a member’s resignation, suspension, or termination from membership shall be determined by the Membership Committee and approved by the Board of Governors.

ARTICLE V: DISTINGUISHED FELLOW OF THE AMERICAN COLLEGE OF OSTEOPATHIC SURGEONS (DFACOS)

The designation, “Distinguished Fellow of the American College of Osteopathic Surgeons” (DFACOS), may be conferred upon a Fellow of the ACOS for their considerable involvement, dedication, and contributions to the College and the osteopathic community. Distinguished FACOS are chosen based upon an outstanding and long sustained demonstration of engagement and service to the ACOS, exceptional professionalism, consummate integrity, and noted leadership. This honor is bestowed upon the best of our profession.

To be conferred with the designation of DFACOS, an approved applicant must be inducted at the Annual Clinical Assembly Ceremonial Conclave, which takes place during the annual meeting of the American College of Osteopathic Surgeons.

The eligibility criteria, application, induction procedures, and the process for reinstatement of the designation following a member’s resignation, suspension, or termination from membership shall be determined by the Membership Committee and approved by the Board of Governors.

ARTICLE VI: MEMBER AWARDS

Section 1—Orel F. Martin Medal

The Orel F. Martin Medal may be conferred on a member who has made outstanding contributions to the College or to the osteopathic profession.

Section 2—Charles L. Ballinger Distinguished Osteopathic Surgeon Award

This award may be conferred on a member who is a surgeon in recognition of outstanding accomplishments and leadership in the field of surgery.

Section 3—Award Eligibility Requirements and Selection Process

The eligibility requirements and selection processes for awards shall be determined and approved by the Board of Governors.

Section 4—Other Awards

Other awards may be presented or proposed as circumstances may warrant or dictate upon approval of the Board of Governors.

ARTICLE VII: DUES

Section 1—Dues Rates

Dues and special assessments shall be determined and approved by the Board of Governors.

Section 2—Delinquent Dues

The process for termination and reinstatement of membership for failure to pay dues or special assessments shall be determined and approved by the Board of Governors.

ARTICLE VIII: OFFICERS

Section 1—Officers

The officers of this organization shall include a President, Past President, President- elect, Secretary-Treasurer, and Chief Executive Officer. During the last regular board meeting of the current Board of Governors held at the annual meeting of the College, the Board shall elect a President-elect and Secretary Treasurer from among the sitting members of the board of Governors, excluding Discipline Chairs.

Resident Section or Medical Student Section representatives, serve for a term of one (1) year. Candidates must have a minimum of two years’ experience on the Board of Governors to be eligible for an officer position. The election shall be determined by a majority of votes cast by all voting members of the Board. To be eligible to serve as an officer in the position of Secretary-Treasurer, a Governor must have at least one year remaining in their term. The President-elect shall automatically become the President, and the President shall automatically become the Immediate Past President at the completion of their respective terms.

Section 2—President

The President-elect shall succeed to the office of President at the final meeting of the Board held during the annual meeting of the College. The President shall serve as the principal elected officer of the College and shall preside over all meetings of the College, the Board of Governors, and the Executive Committee. The President shall be a member of the Board of Governors, an ex officio member of all committees, and shall perform all duties delegated by the Board of Governors and the Executive Committee. Additionally, the President shall communicate with the College membership and the Board of Governors regarding the state of the College and may offer suggestions to promote its welfare.

Section 3—Past President

The President shall assume the role of Past President at the final meeting of the Board held during the annual meeting of the College. The Past President shall be a member of the Board of Governors and shall preside over all meetings of the College, the Board of Governors, and the Executive Committee in the event of the temporary disability or absence of the President and President-elect. The Past President shall perform such other duties as may be assigned by the President or the Board.

Section 4—President-elect

The President-elect shall be a member of the Board of Governors and shall preside over all meetings of the College, the Board of Governors, and the Executive Committee in the event of the temporary disability or absence of the President.

The President-elect shall perform all duties delegated by the President or the Board of Governors. The President-elect shall succeed to the office of President as provided in Section 2.

In the event of the death, resignation or removal of the President-elect, the office shall remain vacant until the next meeting of the Board of Governors, at which time the Board shall elect a new President-elect. In the event of the death, resignation or removal of the President, or if the President is otherwise unable or unqualified to serve, the President-elect shall assume the office of President for the remainder of the President’s term and then automatically succeed to the office as provided in Section 2.

Section 5—Secretary-Treasurer

The Secretary-Treasurer shall oversee the College’s funds and financial records, ensure the timely collection of members’ dues and/or assessments, establish appropriate accounting procedures for handling the College’s funds, collaborate with staff in preparation of an annual budget for approval by the Board and ensure the performance of an annual audit by a certified public accountant. The Secretary-Treasurer shall report on the financial condition of the College at all meetings of the Board of Governors, the annual members meeting, and at other times as requested by the President.

The Secretary-Treasurer shall ensure the accurate recording and maintenance of the proceedings of meetings of the College and the Board of Governors, maintain accurate records of all members, and perform other such duties as legally required or prescribed by the Board of Governors. Any duties of the Secretary- Treasurer may, by the action of the Board of Governors, be assigned to the Chief Executive Officer.

The Secretary-Treasurer shall maintain their seat on the Board of Governors during their term as an officer and, upon completion of their term as Secretary- Treasurer, shall complete any unexpired portion of their elected term as Governor. In the event of death or resignation of the Secretary-Treasurer, the President shall appoint a member of the Board of Governors to the office for the remainder of the unexpired term.

Section 6—Chief Executive Officer

The Board of Governors shall employ a Chief Executive Officer, whose term of employment, title, salary, and benefits shall be determined by the Board. The Chief Executive Officer shall be directly responsible for the Board and shall serve as the chief executive and operating officer of the College. The Chief Executive Officer shall be responsible for the management and direction of all operations, programs, activities, and affairs of the College, including the employment and determination of compensation for staff and supporting personnel within the framework of policy, budget, aims, and programs as determined by the Board.

The Chief Executive Officer, possessing unique institutional knowledge of the organization, shall provide essential guidance and supervision to the Executive Committee and Board of Governors, contributing expertise and ensuring effective decision-making. The Chief Executive Officer shall perform such other duties as may be prescribed by the Board. The Chief Executive Officer shall be an officer of the College as provided in Section 1 and an ex-officio member of the Board of Governors but shall not have voting rights.

ARTICLE IX: BOARD OF GOVERNORS

Section 1 — Authority and Responsibility

The Board of Governors shall have supervision, control, and direction over the affairs of the College. The Board shall determine the College’s policies or any changes therein, within the limits of the Statutes of Missouri, the Corporate Charter, and the College bylaws. The Board shall actively pursue the College’s purposes and shall have discretion over the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as it deems advisable and may, in the execution of the powers granted, appoint such agents as it considers necessary.

Section 2 — Policies and Procedures Manual

The Board of Governors shall maintain and revise, as necessary, a Policies and Procedures Manual for the College. The purpose of this manual is to provide a single reference with concise statements of the duties and responsibilities of the Board, committees, officers, members, and staff. All policies determined by the Board shall be included in the manual. Copies of the manual shall be available to the Governors, Discipline Chairs, and other members on request.

Section 3—Composition and Election

The Board of Governors shall consist of the President, President-elect, Immediate Past President, Secretary-Treasurer, Chair of each surgical discipline, (5) five members elected as Governors by the General Surgery Discipline, (1) one member elected as a Governor by each of the other surgical disciplines, Resident Section Chair, Medical Student Section Chair, and the Chief Executive Officer. The Resident Section Chair, Medical Student Section Chair and Chief Executive Officer do not have voting rights.

Only members of the College who hold the FACOS title and are currently in active surgical practice or have been in active surgical practice within the last (3) three years may be elected as Governors.

Each surgical discipline shall have a nominating committee consisting of three (3) members of that discipline, with one member designated as the chair. No current member of the nominating committee is eligible for election as a discipline officer or as a Governor. The nominating committee shall present a slate of nominees to the Chief Executive Officer ninety (90) days prior to the election for distribution to the discipline membership. The election of the discipline officers and Governors shall be held at an annual business meeting of each surgical discipline. A candidate shall be declared the winner by majority vote (> 50% of quorum or fair representation of the discipline present as approved by the Board of Governors).

Governors, other than the discipline chairs and the Resident and Medical Student Section representatives, shall be elected for a term of three (3) years, not to exceed a total of two (2) terms. Discipline chairs shall serve a two (2) year term.

The Residents Section representative shall serve a one (1) year term. The Medical Student Section representative shall serve a one (1) year term.

Governors, upon election by their discipline or the Residents Section, shall be seated at the last meeting of the Board during the annual meeting of the College, following the installation of the new President, and shall continue in office until the expiration of their term, unless they resign, are removed, or are otherwise unable to fulfill their term. The Medical Student Section representative shall be seated at the Spring Mid-Year meeting and shall continue in office until the expiration of their term, unless they resign, are removed, or are otherwise unable to fulfill their term. When a Governor is elected as President-elect, the discipline that elected that individual shall elect a Governor to replace that individual at their next business meeting. In the interim, the Discipline Chair may appoint a temporary Governor until an election can occur. When a Governor is elected as Secretary-Treasurer, that individual shall maintain their Governor seat until they finish their term as Governor or complete their Secretary-Treasurer responsibilities, whichever is later.

A member currently serving on the American Board of Surgery’s Board of Directors is ineligible to serve as a Governor on the ACOS Board of Governors.

Section 4—Absences

Any member of the Board who is unable to attend a meeting shall, in a letter or email addressed to the Chief Executive Officer, state the reason for their absence. If a member of the Board is absent from (2) two consecutive meetings for reasons which the Board has not declared to be sufficient, their resignation shall be deemed to have been tendered and accepted.

Section 5—Vacancies and Removal

A member of the Board may resign at any time by providing written notice to the Chief Executive Officer. Such resignation shall take effect at the time specified therein or at a time of acceptance as determined by the President of the Board.

Members may, without cause, remove one or more Governors elected by them. If a Governor is elected by a discipline, the Governor may be removed only by the members of that discipline with enough votes cast to elect a Governor.

Any vacancies on the Board shall be filled by an appointment from the Chair of the respective discipline. Any vacancy resulting from the Medical Student section or Resident section representatives shall be filled by the Advisors/Council of those sections to serve until the next regularly scheduled meeting of the discipline/section, at which time an election shall be held to fill the vacancy for the remainder for the unexpired term.

Section 6—Board Meetings

The Board shall convene at least twice per year. There shall be a meeting, at the time and place of the annual meeting of the College, and a mid-year meeting. The Board shall also meet upon the call of the President or a majority of the members of the Board. The times and places of the meetings shall be determined by the Board leadership. Notice of all meetings of the Board shall be given to each member of the Board not less than (1) one week in advance of each meeting, using reasonable technological means, including but not limited to personal notice, telephone, electronic mail, facsimile, or regular mail. A majority of the entire Board shall constitute a quorum at any meeting of the Board. Governor participation in a meeting may be via any technological means or in person allowing all persons participating in the meeting to communicate with each other and such participation in a meeting shall be deemed present in person at the meeting.

Section 7—Voting by Mail or Electronic Means

The Board may take any action without convening a meeting if written consent is received from all Governors. Such written consent may be provided through any technological means provided that there is written proof of the communication.

Any action that does not receive unanimous written consent must be ratified at the next Board meeting to be effective.

Section 8 – Compensation

Members shall not receive compensation for their service on the Board.

ARTICLE X: EXECUTIVE COMMITTEE

Section 1—Composition

The Executive Committee of the College shall be comprised of the College officers including the President, Past President, President-elect, Secretary-Treasurer, the Chief Executive Officer (a nonvoting member), and one (1) Member-at-Large appointed by the President from the current Board of Governors. The Chief Executive Officer, possessing unique institutional knowledge of the organization, shall provide essential guidance and supervision to the Executive Committee and Board of Governors, contributing expertise and ensuring effective decision- making.

Section 2—Authority and Responsibility

The Executive Committee is empowered to act on behalf of the Board of Governors between Board meetings, with any actions taken to be reported at the subsequent Board meeting. The Executive committee shall hold regular meetings with a midyear meeting at a time and place agreed upon by the current ACOS leadership. Four voting members of the Executive Committee constitute a quorum.

Meeting responsibilities include:

1. Receive and act upon reports from standing committees.
2. Address other business delegated to it in the best interest of the College and the Membership.
3. Serve as the Finance Committee, overseeing financial policies and affairs of the College.

The Executive Committee can act without convening a meeting if all Executive Committee members provide written consent. Consent can be given via various technological means. However, any electronic vote that does not receive unanimous written consent must be ratified at the next Board meeting to be effective.

ARTICLE XI: MEMBER MEETINGS

Section 1—Annual Member Meeting

An annual members’ meeting shall be held at a time and place determined by the Board. Special member meetings may be convened at the call of the President.

Notice of a member meeting shall be provided by any reasonable means, including electronic mail, regular mail or posting in an ACOS communication, not less than thirty (30) days prior to the meeting.

Section 2—Quorum

Fifty (50) voting members or a fair representation as approved by the Board of Governors for each discipline or section membership shall constitute a quorum at a member meeting.

Section 3—Voting

Only active members, life members, and retired members in good standing are eligible to vote at a member meeting.

The Board, or the Executive Committee, acting on behalf of the membership between regularly scheduled meetings, may decide that any action which could be taken at an annual meeting of the members may instead be taken without a meeting. This can be done by delivering a written ballot to every current member entitled to vote on the matter, using any reasonable technological or written means. Voting by written ballot shall be permitted to the fullest extent allowed by the Missouri Nonprofit Corporation Act, summarized as follows:

1. The ballot must outline each proposed action and provide an opportunity to vote for against each action.
2. The number of ballots received by ACOS must meet or exceed the quorum that would have been required if a meeting had been held (i.e., ACOS must receive valid ballots from at least fifty (50) voting members).
3. Unless otherwise specified in these bylaws, a majority of affirmative votes cast by ballot shall constitute the action of the members regarding each matter on the ballot.
4. All solicitations for votes by written ballot must indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the deadline by which ballots must be received by ACOS to be counted.

ARTICLE XII: SURGICAL DISCIPLINES AND SECTIONS

Section 1—Establishment of Discipline

The Board of Governors may authorize and/or dissolve surgical disciplines of the College for the study and advancement of any specialties of osteopathic surgery and special sections.

A surgical specialty or section with adequate numerical representation as determined by the Board shall submit to the Board of Governors the bylaws for the specialty discipline or section for approval. The bylaws shall be consistent with the bylaws, policies, and procedures of the College. The administration of each surgical discipline or section shall in no way conflict with the overall objectives, ideals, and functions of the College. The officers of the discipline shall include at least a Chair and Chair-elect position to each serve terms of two (2) years.

Section 2—Discipline Membership

Membership in a surgical discipline shall be open to any active member of the American College of Osteopathic Surgeons practicing in that specialty.

Membership into the Medical Student or Resident section may be open to active members of the American College of Osteopathic Surgeons. Membership privileges for a surgical discipline or section shall be the same as those granted to members of the College.

Section 3—Discipline Chair

In order to be eligible to be elected by the discipline as a Chair, a member must be an inducted Fellow (FACOS) of the College. The discipline Chair shall serve no more than one (1) term of two (2) years.

ARTICLE XIII: COMMITTEES

The following, including the Executive Committee as described in Article X, shall be the standing committees of the American College of Osteopathic Surgeons.

The members of the following standing committees shall be appointed by the President-elect and subject to approval by the Board of Governors. The appointments shall become effective when the President-elect assumes the office of the President.

Section 1—Membership Committee

The Membership Committee shall consist of at least one Fellow (FACOS) from each College discipline and one member who shall be a Resident member. The Resident member shall be a nonvoting member of the committee. There shall be a designated Chair and Vice Chair.

The Membership Committee shall meet at least twice each year for consideration of applications for membership, identify means for membership growth and sustainment, and review nominations for the title of Fellow (FACOS) and Distinguished Fellow (DFACOS) of the College. The committee shall report its recommendations to the Board of Governors for approval.

Section 2—Bylaws Committee

The Bylaws Committee shall include at least three (3) members of the Board of Governors, one of whom shall be designated as Chair. The duty of this committee is to review current bylaws for additions, deletions, improvements, or amendment recommendations to the Board of Governors for consideration and approval.

Section 3—Ethics Committee

The Ethics Committee shall include a minimum of five (5) members who have achieved the title of Fellow of the American College of Osteopathic Surgeons. The immediate Past President shall be the Chair, and one member designated as the Vice Chair.

The committee shall meet to consider all matters related to the maintenance of high ethical standards of practice by members of the College.

The Ethics Committee shall interpret and recommend changes for consistency between the Code of Ethics of the AOA and ACOS, respond to any complaints regarding unethical conduct on the part of a member, and make recommendations for dispensation by the Board of Governors.

Section 4—Nominating Committee

The Nominating Committee shall consist of the five (5) discipline Chairs and the immediate Past President who shall serve as committee chair but has no vote. This committee shall vet and present a slate of nominees to the Board for consideration for election as the College officers.

The Nominating committee shall present a committee report to the Board on the last day of the annual meeting of the Board containing committee’s analysis of the leadership needs of the College, the names of each nominee, the experience and qualifications of the nominees, and the reasons the nominees can meet the leadership needs of the College. Nominations from the floor will be accepted only if the candidate has been previously vetted by the Nominating Committee and has the support of two current members of the Board of Governors. No current member of the Nominating Committee is eligible for election as an officer.

Section 5—Ad Hoc Committees

Committees are essential to an organization to ensure focused attention on critical issues, foster innovation, and maintain high standards of professional practice. The President-elect, either at the mid-year Board meeting or at a subsequent time before or during their term as President, may appoint or discharge other committees, subject to approval of the Board of Governors.

ARTICLE XIV: CODE OF ETHICS

American College of Osteopathic Surgeons subscribes to and adopts the Code of Ethics of the American College of Osteopathic Surgeons and American Osteopathic Association.

ARTICLE XV: SEAL

The seal of the corporation shall be circular, one and three-quarter inches in diameter, with the name of the corporation engraved around the margin and the word “Seal” engraved across the center.

ARTICLE XVI: RULES OF ORDER

In the absence of any provision in these Bylaws, all meetings of the ACOS, the Board of Governors, duly appointed committees, and task forces shall be governed by standard parliamentary procedures which provide for adequate notice and fair opportunity for debate. The Presiding Officer may be guided by, but not bound by, the most current edition of Robert’s Rules of Order-Newly Revised.

ARTICLE XVII: RECOGNITION OF ELECTRONIC COMMUNICATIONS

Subject to any contrary requirements imposed by applicable law, if any provision of these bylaws necessitates a notice, communication, or record to be in writing, an electronic record or electronic communication shall satisfy the requirement.

Similarly, unless otherwise specified by applicable law, if any provision of these bylaws requires the signature, written consent, or approval of a member, governor, or committee member, an electronic signature or authenticated electronic signature or authenticated electronic communication shall fulfill the requirement.

ARTICLE XVIII: DISSOLUTION

The College shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the College. On dissolution of the College any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be determined by the Board of Governors.

ARTICLE XIX: INDEMNIFICATION

Pursuant to the provisions set forth herein, the College shall provide indemnification to all individuals who have served, currently serve, or shall serve as Governors, officers employees, or members of any College committee. This indemnification extends to cover actual and necessary expenses incurred by such individuals in connection with the defense of any legal action suit or proceeding in which they are named parties or a party.

However, this indemnification shall not apply to matters for which such Governors, officers, employees, or committee members are adjudged to be liable due to negligence or willful misconduct in the performance of their duties.

Furthermore, it shall not extend to matters resolved through agreements predicated on the existence of such liability for negligence or willful misconduct.

ARTICLE XX: AMENDMENTS

Proposals to amend the bylaws may be made at any time by the majority vote of the Board of Governors. In addition, proposals to amend the bylaws may be made in a petition submitted to the Chief Executive Officer, signed by at least fifty (50) members eligible to vote and identifying no more than three (3) signatories authorized to speak and act for all petitioners. Amendments to these bylaws may be voted on during the annual meeting by a majority vote of the members present or by a majority vote taken by written ballot in accordance with Article XI Section 3, provided that no proposition to amend shall be acted upon at a meeting unless written notice thereof has been given to the members (which may include notice published in an ACOS newsletter) not less than thirty (30) days prior to the annual meeting. These amendments will be effective upon approval by the American Osteopathic Association.