Constitution and By-laws of the
Maryland Orthopaedic Society, Inc.

Maryland Orthopaedic Society 

Adopted February 21, 1966
Revised August 1978
Revised August 1982
Revised June 1985
Revised April 2007
Revised March 2012
Revised January 2017
Revised July 2017 

 

ARTICLE I

The name of this organization shall be “The Maryland Orthopaedic Society”, organized under the laws of the State of Maryland as a non-profit, non-stock corporation and not authorized to issue any capital stock. 

ARTICLE II

The purpose of this Society and organization is for scientific, educational, and charitable activities, to be carried on for the purpose of encouraging, promoting, and advancing the science and medical art and practice of orthopaedic surgery. 

ARTICLE III 

Section 1:      There shall be five (5) classes of membership namely, Active, Associate, Emeritus, honorary, and Corresponding. 

Section 2:      Active members shall be limited to physicians certified by the American Board of Orthopaedic Surgery and practicing exclusively orthopaedic surgery, principally in the State of Maryland. 

Section 3:      Associate members shall be limited to physicians not certified by the American Board of Orthopaedic Surgery, but practicing exclusively orthopaedic surgery, principally in the State of Maryland.  An Associate member will become an Active member upon certification by the American Board of Orthopaedic Surgery and by notifying the Board of Directors in writing. 

Section 4:      Emeritus members shall be Active or Associate members who have attained the age of 65 years.  Upon written request to and by approval of the board of Directors, members who have withdrawn from active practice may also become an Emeritus member. 

Section 5:      Honorary members shall be those persons practicing orthopaedic surgery, other branches of medicine or in the basic sciences, making significant contributions to orthopaedic surgery. 

Section 6:      Corresponding members shall be physicians who would be eligible for active or Associate membership in the Society, but who, because they do not practice principally in the State of Maryland, are not eligible for such membership. 

Section 7:      Members may join the Society by election, by a majority of the general membership after approval by the Membership Committee at the next business meeting after submission of the application.  The Membership Committee shall designate the category of membership. 

Section 8:      Only Active and Associate members shall be required to pay all dues and assessments. 

Section 9:      (Voting rights)  All Active, Associate, and Emeritus members in good standing may cast votes on matters before the Society.  Honorary and Corresponding members are not entitled to vote. 

Section 10:    Active and Emeritus members are eligible to hold office in the organization.  Associate members may not hold office, but are entitled to all other rights and privileges. 

ARTICLE IV – BOARD OF DIRECTORS 

Section 1:      General powers:  The property and affairs of the Society shall be managed by its board of Directors.  The Board of Directors shall be elected annually by the members.  The Board of Directors shall be administrative authority of the Society and shall supervise all its activities and determine its policy.  It may, by majority vote, invite any member of another committee, or any member-at-large to participate in its deliberation at a given meeting.  It shall hold a meeting prior to the annual business meeting and such other times as the President may designate.  The Board of Directors shall receive all complaints against members and act upon them according to Article X. 

Section 2:      Number, tenure, and qualifications: The number of Directors shall be at least (9).  The members of the Board of Directors shall consist of the following:  President, President-Elect, Second Vice President, Secretary-Treasurer, two members on the Board of Councilors, immediate two past Presidents, three Members-at-Large (elected annually by the general membership), and three Residents, one of whom represents the Union Memorial, University of Maryland and Johns Hopkins programs. The Resident Representatives’ terms shall be two years and shall be staggered so not all three terms end concurrently. Each Director shall hold office until his successor shall have been elected and qualified. 

Section 3:      Regular meetings:  A regular annual meeting of the board of Directors shall be held without other notice than this By-law.  The Board of Directors may provide by resolution the time and place, either within or without the State of Maryland, for the holding of additional regular meetings of the board without other notice than such resolution. 

Section 4:      Special meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any two Directors.  The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Maryland, as the place for holding any special meeting of the Board called by them. 

Section 5:      Notice:  Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Society.  If mailed, such notice shall be deemed to be delivered when deposited in the United State mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  A Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws. 

Section 6:      Quorum:  Four (4) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than majority of Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. 

Section 7:      Manner of acting:  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws. 

Section 8:      Vacancies:  Any vacancy occurring in the Board of Directors any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 

ARTICLE V – OFFICES 

Section 1:      The officers of the Society shall consist of the following:  President, President-elect (Vice-President), 2nd Vice President, and Secretary-Treasurer. 

Section 2:      All officers except the President shall be elected at the annual business meeting and the names presented by the Nominating Committee or by communications from the floor by a majority of those present and voting. 

Section 3:      They shall serve for one (1) year.  The President-elect shall succeed to the Presidency.  No officer shall be elected to succeed himself.

ARTICLE VI – DUTY OF OFFICERS 

Section 1:      President:  Following his/her succession to the Chair, the president shall preside at all meetings of the members, and shall serve as ex-officio member of all committees.  The President shall be the Chairman of the Executive Committee. 

Section 2:      The President-Elect and 2nd Vice President shall serve as members of the Executive Committee and assist the President as he/she is requested. 

Section 3:      The President-Elect shall preside at all business meetings in the absence of the President. 

Section 4:      The Secretary-Treasurer shall keep the minutes of all meetings of the members, of the Board of Directors, and of the Executive Committee. 

Said officer shall keep the books of account of the Maryland Orthopaedic Society and shall cause to be prepared an annual audit report for presentation at the final business meeting in the Spring.  He/she shall have custody of, and be responsible for all funds, securities, and other properties of the Maryland Orthopaedic Society, and shall deposit all such funds in the name of the Maryland Orthopaedic Society in such banks or other depositories as shall be elected by the Executive Committee.  He/she shall be responsible for the collection of dues and assessments of the membership and shall disperse all funds as required. 

ARTICLE VII – COMMITTEES 

Section 1:      Executive Committee: The Executive Committee shall be composed of the President, President-Elect, 2nd Vice President and Secretary-Treasurer.  The Executive Committee shall be authorized to act on behalf of the Board of Directors in matters requiring prompt attention. 

Section 2:      Program Committee:  The Program Committee shall be appointed by the President and consist of at least three (3) members including the, current Program Chair, immediate past Program Chair, the Program Chair-elect. The Chair shall attend meetings of the Board of Directors, where he shall have voice but no vote. 

Section 3:      Membership Committee:  The Membership Committee shall consist of the Board of Directors. 

Section 4:      Nominating Committee:  The Nominating Committee shall consist of the Executive Committee and two (2) members chosen at large by the majority of a quorum of the society. The immediate past-president shall serve as chair. 

Section 5:      Ethics and Grievance Committee:  The Ethics and Grievance Committee shall consist of the Board of Directors. 

Section 6:      Historical Committee:  The Historical Committee shall be appointed by the Executive Committee and consists of no more than three (3) members one of whom shall be designated as Chairman.  The Chairman shall attend meetings of the Board of Directors, where he shall have voice but no vote. 

Section 7:      Legislative Committee:  The Legislative Committee shall include the Executive Committee, the BOC Representatives, the Immediate Past-President, and the MOA Lobbyist.  The President will be Chair of this Committee. 

ARTICLE VIII – MEETINGS 

Section 1:      Meetings of the members shall be held at the discretion of the Executive Committee.  Roberts’ Rules of Order shall be the authority in the conduct of the meetings.  Advance notice of regular meetings shall be given by circular to the members of the Society or notice shall be published in the regular publications of the Medical Chirurgical Faculty of Maryland.  A quorum for any meeting except for special purposes as in other sections provided shall be at least twenty per-cent (20%) of the voting membership. 

Section 2:      Attendance of guests at meetings will be at the discretion of the Executive Committee. 

ARTICLE IX – NOMINATION AND ELECTION OF MEMBERS 

Section 1:      A candidate for Active or Associate membership will send a later requesting membership to the Secretary-Treasurer who will request from the candidate a curriculum vitae, Board status and letters of endorsement by two (2) Active members.  Should the candidate not be known to the Active membership, substitute letters of endorsement may be accepted from other physicians certified by the American Board of Orthopaedic Surgery. 

If the candidate completed his residency less than two (2) years before the date of application, a letter of endorsement from the candidate’s program chairman shall fulfill this requirement. 

Section 2:      The application of each candidate shall be referred to the Membership Committee, which shall determine the candidate’s eligibility.  Upon the approval of the Committee, the candidate’s name will be submitted to the next business meeting of the Society for consideration.  New members must be approved by the majority of the quorum present and voting.  If a candidate be disapproved, he will be notified of this by letter and informed of his rights to appeal this decision.  The appeal must be made by the candidate in writing to the President within fourteen (14) days of such notification.  Upon receipt of such request, the President shall arrange a meeting of the Board of Directors to be held within sixty (60) days.  If still not approved, the candidate May request by letter to the President within fourteen (14) days of receipt of such notification a hearing before the entire voting membership.  Such a hearing is to be arranged within ninety (90) days of receipt of such request from the applicant. 

Section 3:      Honorary membership may be conferred by a majority vote of the Board of Directors.  Candidates for Honorary membership may be proposed by any member. 

ARTICLE X – FORFEITURE OF MEMBERSHIP 

Section 1:      Any member may be recommended for expulsion for causes deemed sufficient by the Board of Directors.  Final determination of expulsion will be by the general membership of the Maryland Orthopaedic Society at a general or special meeting.  One-third of the total voting membership shall constitute a quorum, the majority of which must consent to expulsion. 

ARTICLE XI – PAYMENT OF DUES AND ASSESSMENTS 

Section 1:      All dues and assessments shall be due and payable within ninety (90) days from the receipt of statement. 

Section 2:      Penalty may be applied by the Board of Directors if all dues and assessments are not paid within three (3) months of the receipted statement of original statement.  Non-compliance within three (3) months of receipt of statement shall result in suspension after consideration by the Board of Directors.  A member shall be removed from the roster after one (1) year.  A notice shall be sent after three (3) months and after one (1) year.  A member may be considered for reinstatement by the Board of Directors upon payment of all past dues and assessments. 

Section 3:      All dues and assessments are waived for the following members:  Members serving in the Uniformed Services of the United States on active duty, members who are ill more than twelve (12) months and not engaged in active practice, members who have completed their training in orthopaedic surgery, and who have not completed their first year of active practice. 

Section 4:      Dues and assessments are also waived for Emeritus, Honorary, and Corresponding members. 

ARTICLE XII – AMENDMENT OF THE CONSTITUTION AND BY-LAWS 

Section 1:      Proposals to mend the Constitution and By-Laws must be presented in writing to the Board of Directors and be signed by five (5) Active members. The Board may approve any provision that does not deal substantially with the rights of members. 

Section 2:      For those bylaw changes which substantially deal with the rights of members, the proposed amendment shall be circulated to members in advance of the next meeting.  A three-quarter vote of those present and voting shall be required to pass an amendment to the Constitution and By-Laws.  A quorum for such action shall be at least one-third of the total voting membership. 

ARTICLE XIII – SPECIAL REPRESENTATIVES 

Section 1:      The Maryland Orthopaedic Society will be officially represented to other organizations only by an officially elected or appointed representative.  If appointed by the Board of Directors, the appointment must be confirmed at the next regular meeting of the Society by simple majority of the voting members present. 

Revised August 1978
Revised August 1982
Revised June 1985
Revised April 2007
Revised March 2012
Revised January 2017
Revised July 2017