Membership Meetings - Voting Procedures
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Board of Directors
- 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.
- 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.
- 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.
- The Board of Directors holds its meetings at any place it may select.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Elections and Vacancies in Office
- 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.
- 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.
- 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.
- 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.
- 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.
Seal and Insignia
- SEAL - The Academy has a seal of a design adopted by the Board of Directors.
- INSIGNIA - The Academy has the exclusive right to control the use of the name insignia of the Academy.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
Mandatory Continuing Education
- 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.
- The Academy shall make available Professional Continuing Education (PCE) credit hours by providing ABC-approved continuing education programs to its members.
National Council on Orthotics and Prosthetics
- 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.
- 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.
- 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.