American Academy of Orthotists & Prosthetists

ARTICLE I
Name

1. The name of this corporation is THE AMERICAN ACADEMY OF ORTHOTISTS AND PROSTHETISTS, INCORPORATED (hereinafter, the "Academy").

ARTICLE II
Definitions

1. The term "professions of orthotics and prosthetics" as used in the Certificate of Incorporation and in these Bylaws refers to the art and science of the practice of patient evaluation, consultation and treatment of neuromuscular and/or musculo-skeletal disorders of the body with specifically designed orthoses and/or prostheses.
2. The term "practitioner" refers to an individual practicing the profession of orthotics and/or prosthetics to whom the American Board for Certification in Orthotics, Prosthetics and Pedorthics, Inc., (hereinafter referred to as ABC) has awarded the title of Certified Orthotist, Certified Prosthetist or Certified Prosthetist and Orthotist and whose certification remains in good standing, or an individual possessing a valid license from a state that requires graduation from a CAAHEP-accredited program as a minimum education standard . The practitioner's principal function and responsibility is to provide comprehensive professional orthotics and/or prosthetics services to patients seen on referral by, and/or in consultation with licensed physicians. The practitioner is further responsible for determining and supervising the specific design, development, and final analysis of the orthosis and/or prosthesis to insure that the maximum degree of function and physical restoration is achieved.

ARTICLE III
Purposes

1. The purposes of the Academy are stated in the Certificate of Incorporation. Described more fully these purposes are:
   1. To conduct and carry on the activities of a non-profit corporation in order to promote attainment of the highest standards of professional and ethical conduct by practitioners.
   2. To provide, through membership in the Academy, recognition of practitioners who practice according to professional and ethical standards that the Academy may adopt.
   3. To conduct investigations and do any other act necessary to ascertain whether practitioners who apply for or who have been admitted to membership in the Academy achieve and maintain the highest degree of professional and ethical standards.
   4. To collaborate with recognized educational, research, and other organizations to enhance and further develop the professional and ethical standards of practitioners and the professions of orthotics and prosthetics.
   5. To provide continuing education which will further enhance the professional and ethical competency of practitioners.
   6. To engage in any other lawful act permitted under its Certificate of Incorporation and permitted for non-profit corporations exempt from taxation under Section 501(c)(6) of the United States Internal Revenue Code (or corresponding section of any future United States Internal Revenue Code).
2. Notwithstanding any other provision of these Bylaws, the Academy shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue code (or corresponding section of any future United States Internal Revenue Code).

ARTICLE IV
Offices

1. The principal office of the Academy shall be at a place designated by the Board of Directors.

ARTICLE V
Membership

1. ACTIVE MEMBERSHIP (voting membership) in the Academy is open to:
   1. Practitioners in orthotics and/or prosthetics, who are certified by and in good standing with the American Board for Certification in Orthotics, Prosthetics & Pedorthics (ABC) prior to March 1, 2004;
   2. Practitioners certified by and in good standing with the ABC commencing after March 1, 2004, and are a graduate of a practitioner program accredited by the Commission on Accreditation of Allied Health Programs (CAAHEP) [masters or baccalaureate degree, or certificate];
   3. Practitioners certified by and in good standing with the ABC commencing after March 1, 2004 who are not a graduate of a CAAHEP-accredited practitioner program and who have earned at least 75 PCE credits for a single credential, or 100 PCE credits for a dual credential (These credits must be approved by the ABC and earned after January 1, 2004.);
   4. Practitioners with a valid license from a state that requires graduation from a CAAHEP-accredited practitioner program as the minimum education standard to practice as an orthotist or prosthetist, who have earned at least 75 PCE credits for a single credential, or 100 PCE credits for a dual credential. These credits must be approved by the ABC, maintained on a five-year recurring cycle, and earned after January 1, 2004.
2. ASSOCIATE MEMBERSHIP - is open to:
   1. Practitioners who are certified by and in good standing with the ABC, who do not meet the requirements for Active Membership;
   2. Practitioners with a valid license from a state that requires graduation from a CAAHEP-accredited practitioner program as the minimum education standard to practice as an orthotist or prosthetist and who do not meet the requirements for Active Membership
3. AFFILIATE MEMBERSHIP - is open to those individuals who are certified by and in good standing with the ABC, and who do not meet the requirements for Active or Associate Membership categories.
4. PROFESSIONAL MEMBERSHIP - is open to individuals in the O&P profession not eligible for other membership categories and individuals in other professional fields that are related to orthotics and prosthetics, and who do not meet the requirements for Active, Associate, or Affiliate Membership categories.
5. CANDIDATE MEMBERSHIP - Those individuals in orthotics and/or prosthetics who have successfully completed a CAAHEP-accredited practitioner program but have not yet met the ABC postgraduate eligibility requirements for certification may be eligible for Candidate membership. The Candidate membership of an individual will automatically terminate upon the attainment of ABC practitioner certification or upon the failure to achieve ABC practitioner certification during the required time period as set forth in the ABC Book of Rules in effect at the time the candidate becomes eligible for membership, or upon the expiration of four years from completion of the practitioner training program, whichever occurs first.
6. STUDENT MEMBERSHIP - Those individuals currently enrolled in a CAAHEP-accredited practitioner program or an NCOPE-accredited training program are eligible for Student Membership.
7. INTERNATIONAL AFFILIATE - The Academy may extend International Affiliate Membership in accordance with the provisions in Article XV of these Bylaws.
8. HONORARY - The Academy may extend Honorary Membership to an individual in recognition of his/her contribution to the professions of orthotics and prosthetics. Honorary members shall be relieved from payment of annual dues.
9. EMERITUS - The Academy may award the status of Emeritus Member to those of its members to whom ABC has awarded the title of Emeritus, and who apply to the Academy for such status. When the Academy awards Emeritus status to a member, such a member shall be relieved from payment of annual dues.
10. FELLOW - Active members of the Academy who meet the requirements as currently set forth by the Board of Directors and as may be amended by the Board of Directors shall be awarded the title Fellow of the American Academy of Orthotists & Prosthetists (FAAOP).
11. Dues for the different classifications of membership shall be determined by the Board of Directors.

ARTICLE VI
Membership Meetings - Voting Procedures

1. Only "Active Members" in good standing are entitled to vote and hold office. Associate and Affiliate Members may vote and hold office in Academy societies and in Chapters provided this is stated in the Chapter's bylaws.
2. Meetings of members are held at such time and place as the Board of Directors may direct, but not less frequently than once a year.
3. Except as provided in paragraph 5 hereof, written notice stating the place, day and hours of the annual meeting shall be sent by first class mail to the last recorded address of each member not less than 30 days before the meeting.
4. The Board of Directors, with a majority vote, may call a special meeting of the membership for any expressed or written purpose with a 30-day notice and only expressed purposed business will be transacted. The Board of Directors must call a special membership meeting within 60 days of receiving written request of 25% of the membership in good standing.
5. Any notice requirement, statutory or otherwise, may be waived by a writing signed by the person entitled thereto. The filing of such writing, whether before or after the event to which it relates, shall be deemed equivalent to the receipt of notice.
6. Ten (10) percent of the voting members, either by proxy or in person, constitutes a quorum at all meetings, except as otherwise provided by statute. If a quorum is not present, the meeting will be adjourned until a quorum is present.
7. Each active member is entitled to one vote in person or by proxy at the meeting. If the vote is by proxy, the member, in writing, shall select an active member who is present at the meeting to cast the proxy vote. Each proxy must be signed and filed with the Executive Director.
8. When a quorum is present at a meeting, the vote of a majority of members personally present or represented by proxy decides any question except to the extent limited by statute or these Bylaws.
9. The Board of Directors determines the order of business for all meetings. The chairman of the meeting unilaterally decides questions of priority of business for all meetings. The parliamentary rules, as laid down in Robert's Rules of Order (most recent edition) shall govern the conduct of business and all debates during membership meetings.
10. The Board of Directors may determine that it is not necessary to call a meeting of members to vote on an issue. In this event ballots shall be mailed to the members in the manner described in paragraph 3 hereof. The Board of Directors shall set a date, not less than 30 days from the date of mailing, for return of these ballots and any ballot bearing a postmark later than this date is not counted. At least ten (10) percent of the voting members must participate to constitute a valid vote.

ARTICLE VII
Board of Directors

1. The business of the Academy shall be managed by a Board of Directors which is comprised of eleven (11) voting members. The composition of the Board of Directors shall be the six (6) Executive Officers (as defined below) and six (6) other elected Directors. The Executive Director shall be an ex-officio member of the Board of Directors without the right to vote. The President, President-Elect, Vice President, Treasurer, Immediate Past President, and Executive Director shall be considered the Executive Officers. The Board of Directors may exercise all powers and lawful acts except those required by the membership. The Board of Directors shall set all dues and other assessments of the membership, and shall report annually on the financial status of the Academy, including the budget for the current year. Terms of office commence with the start of the Governance Year.
2. Those members of the Board of Directors who are also Executive Officers shall be members of the Board of Directors for the same term that they are Officers of the Academy pursuant to Article VIII, Section 1. The remaining six (6) elected members of the Board of Directors are elected for a three (3) year term or until their successors are elected and qualified. Directors may serve for not more than two (2) consecutive terms.
3. Any director may be removed as a member of the Board of Directors by a majority vote of the membership at any meeting as to which the notice stated the issue of removal of the subject director(s) as an agenda item.
4. The Board of Directors holds its meetings at any place it may select.
5. Regular meetings of the Board may be held upon majority vote of the Board with notice of the meeting mailed to each director at least ten (10) days before such meeting.
6. Upon written request of a majority of the directors, the Executive Director, President or Treasurer must call a special meeting of the Board. Written notice of such a meeting is to be given each director at least fifteen (15) days before the meeting date.
7. A majority of the voting members of the Board of Directors constitutes a quorum and the act of the majority of the voting members of the Board present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum is not present, the directors present must adjourn the meeting without notice until a quorum is established.
8. Any notice requirement may be waived by the directors in the manner described in Article VI.5. A director who attends a meeting other than for the purpose of objecting to the meeting waives receipt of notice.
9. The President, President-Elect, Vice President, Treasurer and Immediate Past President are the Executive Committee of the Board of Directors. The President is its chairperson. The Executive Director shall be an ex-officio member of the Executive Committee without the right to vote.
10. Directors, as such, receive no salary for their services but by resolution of the Board of Directors, reimbursement may be allowed for those expenses properly incurred in connection with corporate duties.
11. In the event that a director shall become an officer and thereby vacates the directorship, the Board of Directors shall appoint a replacement in the manner set forth in Article X.5.

ARTICLE VIII
Officers

1. The officers of the Academy include the President, President-Elect, Vice President, Treasurer, the Immediate Past President, and the Executive Director. All elected officer positions shall be for a term of one (1) year commencing with the beginning of the Governance Year.
2. In order to be eligible for nomination as an elected officer, an individual must have served as a director or committee member for at least one (1) year.
3. Any elected officer may be removed by the affirmative vote of a majority of the membership.
4. The President presides at all meetings of the Academy and of the Board of Directors and is a member ex-officio with right to vote on all committees and perform any duties incident to his office and/or prescribed by the Board of Directors.
5. The President-Elect works closely with the President to provide continuity in the operation of the Academy and acts in the absence of the President and performs duties prescribed by the Board of Directors.
6. The President-Elect shall become President of the Academy in the ensuing year and shall be Immediate Past President the following year.
7. The Vice President acts in the absence of the President and President-Elect and performs duties prescribed by the Board of Directors.
8. The Treasurer shall oversee Academy financial records, transfer of funds and make a report at meetings. The Academy financial records shall be audited annually at the close of the fiscal year by a certified public accountant.
9. The Immediate Past President works with the President to provide continuity to the operation of the Academy.
10. The Executive Director shall not be considered an elected officer or an elected director. The Executive Director is responsible for running the day-to-day activities of the Academy, the operations of the Academy and is the Chief Staff Executive in charge of the Academy's staff. The Executive Director shall be an ex-officio member of the Board of Directors without the right to vote, and an ex-officio member of the Executive Committee and all other Committees, without the right to vote. The Executive Director, as Secretary, is the custodian of the seal and of the records of all meetings. The Executive Director shall notify members and directors of meetings and perform duties and serve on committees as prescribed by the Board of Directors.
11. Elected officers, as such, receive no salary for their services but by resolution of the Board of Directors reimbursement may be allowed for those expenses properly incurred in connection with Academy duties.

ARTICLE IX
Committees

1. The President may, with the advice and consent of the Board of Directors, appoint committees to advance the policies and programs of the Academy and select the chairman thereof.
2. The Executive Committee of the Academy shall consist of the officers of the Academy. The Board may delegate to the Executive Committee duties not precluded by these Bylaws or by statute. The Executive Committee shall be responsible for the administration of the current year plan and budget and the day-to-day management of the Academy to the extent authorized by the Board.
3. There shall be a permanent nominating committee responsible for annually nominating a slate of nominees for officers of the Academy to include President-Elect, Vice President, Treasurer and for other positions to be filled by vote of membership including but not restricted to nominees to vacancies on the Board of Directors of ABC. The three-member Nominating Committee shall consist of the Immediate Past President, the President-Elect and a Chapter President in good standing who would be appointed annually by the Chapter Presidents during their Annual Meeting and Workshop. In the event that a majority of the Nominating Committee is unwilling or unable to serve, the Board of Directors shall appoint sufficient members to complete a three-member Nominating Committee to carry out the obligations provided herein.

ARTICLE X
Elections and Vacancies in Office

1. The Nominating Committee will present the names of the nominees for a given directorship or officer position at the annual meeting and the floor will be open for additional nominations. In the event that there are more than two (2) nominations there will be a run-off and the two who receive a plurality of votes will appear on the ballot, along with a blank space for a write-in candidate.
2. The Executive Director shall, not later than 30 days following the annual meeting, mail to each active member of the Academy a letter ballot showing vacancies to be filled and the names of persons nominated. Provisions shall be made for write-in candidates for any office in which there is a vacancy. All directorships shall be for a term of three (3) years and all officer positions for a term of one (1) year.
3. Returned ballots must be postmarked within 30 days of mailing from the Academy's offices. The nominee receiving a plurality of votes shall be declared elected.
4. In the event of a vacancy in the offices of President, President-Elect, Vice President or Treasurer, the incumbent Board of Directors shall appoint a qualified person to fill the vacancy until the next annual meeting, except that the office of President-Elect will be filled as a matter of first priority at the next annual meeting.
5. In the event of a vacancy among the Directors, the incumbent Board of Directors shall appoint a qualified person to fill the vacancy until the next annual meeting, when a replacement will be elected to fill the unexpired term by the active member in attendance or represented by proxy.

ARTICLE XI
Finances

1. The fiscal year of the Academy shall begin on an appropriate date as determined by the Board of Directors.

ARTICLE XII
Seal and Insignia

1. SEAL - The Academy has a seal of a design adopted by the Board of Directors.
2. INSIGNIA - The Academy has the exclusive right to control the use of the name insignia of the Academy.

ARTICLE XIII
Chapters

1. The Academy may charter chapters. They may be organized on a city, state or regional basis. The boundaries of the regions shall be determined by the Board of Directors. Individuals must be a member of the Academy to be eligible for Chapter membership.
2. The chapter, for the purpose of original organization, shall be composed of five (5) or more orthotic and/or prosthetic practitioners who are members of the Academy. In order to organize a chapter, the practitioner-members of the Academy who propose to do so shall petition the Academy in writing for such authority. The petition shall be addressed to the Executive Director of the Academy who shall record its receipt in the official minute book of the Academy and then distribute copies of the petition to the Board of Directors for their approval or disapproval, which shall be expressed in a letter to the Executive Director if a meeting is not in being or pending. Upon approval being given by the Board of Directors, the Executive Director of the Academy shall notify the prospective organizers of the local chapter in writing of the action. The office of the Treasurer (or Secretary/Treasurer) of a local chapter shall be the office of the local chapter until such other office is designated.
3. Chapters shall be geographically identified by the names of their regions, states or cities in the following form: ("Name of region, state or city, Chapter, The American Academy of Orthotists and Prosthetists"). The Bylaws adopted by each chapter shall be consistent with the model Bylaws for all Academy Chapters. Chapters upon chartering are authorized to use the insignia of the Academy for all official purposes related to their business or that of the Academy.
4. The voting membership of chapters shall be open to those who are eligible to vote in the Academy as stated in Article VI, and are members of the Chapter. In addition, Associate and Affiliate Members, who are members of both the Academy and a Chapter may vote and hold office, if so stated in their Chapter bylaws.
5. The committees established by local chapters may follow the identification of those established by the Academy from time to time and be created to accomplish the same purpose.
6. Any and all fees, dues and special assessments collected by local chapters shall be in addition to fees and dues assessed by the Academy. The Board of Directors of the Academy may authorize contributions, grants or loans to local chapters from the general funds of the Academy. Such contributions, grants or loans shall be made only upon petition of the local chapters which state in writing, addressed to the Executive Director of the Academy, the exact nature of the project, submitted at least ninety (90) days prior to the date of need, for which such funds are requested, together with an estimate as to the project's total cost and the amount of financing committed by the local chapters and/or their members and in hand at the time of petition. The Board of Directors shall only authorize such contributions, grants or loans if all its members vote to do so, and then only if the Directors determine that in their judgment the proposed project will advance the goals and objectives of the Academy and it possesses sufficient funds to do so.

ARTICLE XIV
Academy Societies

1. Establishment. A group of 20 or more Academy members may petition the Academy Board of Directors to establish a Society. Societies may be instituted to facilitate the formation of research and to increase the exchange of knowledge within those areas of interest. Petitions shall be routinely processed unless special circumstances should warrant a review by the Board of Directors.
   1. Each petition to establish a Society must contain a title for the group and be accompanied by a description of the purpose of the group.
   2. Each petition to establish a Society must be accompanied by a list of proposed members to determine Academy status, and checks for the amount of annual dues, to offset the additional administrative cost to the Academy. Such dues shall be determined by the Board of Directors.
2. Officers. Each Society shall have a Chair, Vice Chair, Secretary and other officers or committee chair as elected. Such officers are to be registered with the Academy's Executive Director.
3. Bylaws. Society Bylaws are not required as all activities are covered under Academy Bylaws, Article XIV. However, Society activities may not conflict with the Certificate of Incorporation or the Bylaws of the Academy or its Chapters. Power to determine whether conflicts exist rests with the Academy Board of Directors.
4. Termination. Recognition of a Society will be withdrawn if its membership falls below 20 Academy members or if it fails to transmit its list of members and annual report to the Academy by the close of the Academy's fiscal year. The Academy Board of Directors may withdraw recognition of a Society for other good and sufficient reasons. Such action requires a majority vote of the members of the Board of Directors.
5. Associate Society Membership. The Academy may extend Associate Society membership to an individual not involved in the independent or direct delivery of orthotic/prosthetic product/services (as defined by the ABC Scope of Practice) and who is not eligible for any category of Academy membership (except Honorary membership), in recognition of his/her contributions to the professions of orthotics and prosthetics. Associate Society membership shall be subject to the approval of the Board of Directors in the Board's sole discretion. Applications for Associate Society membership shall be forwarded quarterly by each Society to the Board for consideration, and continued Associate Society membership shall be reviewed and approved annually by the Board.

ARTICLE XV
International Affiliates

1. The Board of Directors is authorized to admit individuals who provide orthotics and/or prosthetics services, who reside in foreign countries, to membership in the Academy and to charter local chapters in such foreign countries. Such individuals shall be certified by a National Board of Certification, private or public. Individuals residing in foreign countries who meet the qualifications for membership established by the Academy shall be International Affiliate members of the Academy and shall not be entitled to vote or hold office. The provision of these Bylaws shall apply to any local chapter in foreign countries seeking to be chartered by the Academy.

ARTICLE XVI
Mandatory Continuing Education

1. The Academy recognizes and supports the Mandatory Continuing Education Program required by the American Board for Certification in Orthotics, Prosthetics & Pedorthics, Inc., for the purpose of enhancing the professional competency of its practitioners.
2. The Academy shall make available Professional Continuing Education (PCE) credit hours by providing ABC-approved continuing education programs to its members.

ARTICLE XVII
National Council on Orthotics and Prosthetics

1. For the purposes of better coordinating and planning activities of legitimate concern the Academy may enter into a cooperative agreement with the American Orthotic and Prosthetic Association and/or the American Board for Certification in Orthotics, Prosthetics & Pedorthics. The Board of Directors shall negotiate the terms of such agreement.
2. The Board of Directors shall designate the Academy representative to the organization formed by such an agreement from among the officers and directors provided that absent such designation the representative shall begin with the President and continue in the following order with the President-Elect, Vice President, Treasurer, and Immediate Past President, so as to have an equal number of representatives as each of the other participating organizations.

ARTICLE XVIII
Indemnification

1. The Board of Director is authorized, regardless of the adverse interest of any or all of the Directors to indemnify, reimburse, or otherwise compensate, at corporate expense, any persons made a party, or who is threatened to be a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, except in an action by or in the right of the Corporation, by reason of the fact that he or a person whose legal representative or successor he is, is or was a director, officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as director, officer or agent of another corporation, partnership, joint venture, trust or other enterprise, for expenses, including attorney's fees and any judgment, money decree, fine, penalty or settlement for which he may have become liable, actually and reasonably incurred by him in connection with the defense or reasonable settlement of any such action, suit or proceeding or any appeal therein, provided that such person has acted in good faith and in a manner that said person reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action proceeding, had no reasonable cause to believe his conduct was unlawful, and except in relation to matters as to which he, or such person whose legal representative or successor he is, is finally adjusted in any action, suit or proceeding, to be liable for negligence or misconduct in the performance of his duties to the Corporation.

ARTICLE XIX
Amendments

1. These Bylaws may be amended or repealed by a two-thirds vote of the members present in person or by proxy at any duly organized meeting of the Academy or by mail ballot, provided notice of the proposed change is mailed to the members as required by Article VI.10.

ARTICLE XX
Inurement

1. No part of the net earnings of the Academy shall inure to the benefit of, or be distributable to, its Directors, Officers, Committee Members, Employees, or other private persons, except that the Academy shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

ARTICLE XXI
Dissolution

1. Upon the dissolution of the Academy, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Academy, distribute all the assets of the Academy for one or more exempt purposes within the meaning of section 501(c)(6) or section 501(c)(3) (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of the Academy) of the United States Internal Revenue Code of 1986 (or the corresponding section of any future United States Internal Revenue Code), in such manner as the Board of Directors shall determine.