Academy Bylaws

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

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1. 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 musculoskeletal disorders of the body with specifically designed orthoses and/or prostheses.

2. 2.

   The term "practitioner" refers to an individual practicing the profession of orthotics and/or prosthetics who is (i) certified by a nationally recognized credentialing body based in the United States of America; and/or (ii) licensed to practice in orthotics and/or prosthetics in one or more states in the United States of America that require direct and/or indirect formal education from an Accredited Program. 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 ensure that the maximum degree of function and physical restoration is achieved.

3. 3.

   The term “Governance Year” is defined as the governing year of the Academy, which starts on July 1 of each year.

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1. 1.

   The purposes of the Academy are stated in the Certificate of Incorporation. Described more fully these purposes are:

   1. a.

      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. b.

      To provide, through membership in the Academy, recognition of practitioners who practice according to professional and ethical standards that the Academy may adopt.

   3. c.

      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. d.

      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. e.

      To provide continuing education which will further enhance the professional and ethical competency of practitioners.

   6. f.

      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. 2.

   The Academy will promote professional integrity, clinical competence and ethical conduct by establishing a Professional Code of Ethics within the Academy’s Policy Manual (“Policy Manual”).

3. 3.

   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).

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1. 1.

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

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1. 1.

   Membership

   The Academy shall be comprised of two (2) classes of membership: (a) Voting Members; and (b) Non-Voting Members. The rights, privileges and obligations of each class shall be as set forth in these Bylaws and may be further defined in the Policy Manual. The Board of Directors may establish additional categories or subcategories within the Voting and Non-Voting Member classes (including but not limited to Professional, Associate, Affiliate or Student) as defined in the Policy Manual.

   1. a.

      Voting Members. Voting Members shall be entitled to all rights of membership, including the right to vote on matters submitted to the membership, to elect members of the Board of Directors, and to hold office, subject to any qualifications or requirements set forth by these Bylaws and the Academy’s Policy Manual. Voting Members must be individuals who are:

      1. i.

         Orthotists and/or prosthetists certified by a nationally recognized credentialing body based in the United States of America; and/or

      2. ii.

         Licensed to practice in orthotics and/or prosthetics in one (1) or more states in the United States of America that require direct and/or indirect formal education from an accredited program.

   2. b.

      Non-Voting Members. Non-Voting Members shall be entitled to participate in the activities, programs and benefits of the Academy, but shall not have the right to vote, elect directors (“Directors”) or hold office. Non-Voting Members, and their specific membership classifications, are set forth below:

      1. i.

         Associate Members – individuals who are certified by a nationally recognized credentialing body as orthotic/prosthetic assistants, technicians, pedorthists, and/or fitters licensed in one (1) or more states in the United States of America as orthotic/prosthetic assistants, technicians, pedorthists, and/or fitters; and/or are registered by a nationally recognized credentialing body as orthotic/prosthetic assistants, technicians, pedorthists, and/or fitters.

      2. ii.

         Affiliate Members – individuals whose professions are affiliated with the provision of orthotic and/or prosthetic care and who are not eligible for other Academy membership categories. This includes, without limitation: physicians, nurses, therapists, researchers, manufacturers, and engineers.

      3. iii.

         International Affiliate Members – individuals practicing or affiliated with orthotic and prosthetic care outside of the United States of America, including without limitation, international clinicians, physicians, nurses, therapists, researchers, and engineers.

      4. iv.

         Resident/Student Members – individuals currently enrolled in an accredited program pursuing a career in orthotics and prosthetics.

      5. v.

         Board Eligible Members – individuals that have completed an accredited program and are actively working toward certification as an orthotist and/or prosthetist.

      6. vi.

         Honorary Members – The Academy may extend Honorary Membership to individuals in recognition of their contributions to the orthotics and/or prosthetics profession.

      7. vii.

         Emeritus Members – those who have been an Academy member for at least ten (10) years prior to the request and are no longer earning income as a practitioner

2. 2.

   Admission, Rights and Obligations

   Except as set forth in the Bylaws, the qualifications for admission, dues or fees, benefits, duration of membership and conditions for each type of category or subcategory of membership shall be established by the Board of Directors in the Policy Manual. All members shall comply with the Bylaws, the Policy Manual and any other rules or standards formally adopted by the Academy.

3. 3.

   Suspension or Termination

   1. a.

      All members of the Academy shall support these Bylaws and shall abide by any policy adopted by the Academy. Any member who violates these Bylaws and/or other policy of the Academy, and/or whose conduct is harmful to the best interest of the Academy or the O&P profession, may be suspended or expelled by a two-thirds (2/3) vote of the Board of Directors.

   2. b.

      No termination of membership shall be made by the Board of Directors unless written notice of proposed action and the grounds therefore shall have been given to such members at least thirty (30) days prior to the taking of such action, and such member shall have been afforded a reasonable opportunity to be heard before the Board of Directors. The decision of the Board of Directors is final and binding.

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1. 1.

   Only Voting Members in good standing are entitled to vote and hold office.

2. 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. 3.

   The Academy will notify Voting Members by written notice, including without limitation by electronic communication of the date, time, and place of each annual meeting no fewer than thirty (30) nor more than sixty (60) days before the meeting date.

4. 4.

   The Board of Directors, with a majority vote, may call a special meeting of the membership for any expressed or written purpose upon not less than thirty (30) days’ written notice, including without limitation by electronic communication, and only expressed purposed business will be transacted. The Board of Directors must call a special membership meeting within sixty (60) days of receiving the written request of not less than twenty-five percent (25%) of the membership in good standing.

5. 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 written notice. Any member who attends a meeting without protesting is deemed to have waived notice of such meeting.

6. 6.

   Ten percent (10%) 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. 7.

   Each Voting Member is entitled to one (1) vote in person or by proxy at the meeting. If the vote is by proxy, the member, in writing, shall select a Voting Member who is present at the meeting to cast the proxy vote. Each proxy must be signed and filed with the Executive Director.

8. 8.

   When a quorum is present at a meeting, the vote of a majority of Voting Members personally present or represented by proxy decides any question except to the extent limited by statute or these Bylaws.

9. 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. 10.

    The Board of Directors may determine that a vote of the Voting Members can be conducted by electronic ballots and without a meeting. In this event, the Board of Directors shall set a date, not less than thirty (30) days from the date electronic ballots are sent to the Voting Members, for return of these ballots and any ballot received after this date shall not be counted. At least ten percent (10%) of the Voting Members must participate to constitute a valid vote.

11. 11.

    Any or all of the Members may participate in a meeting by, or conduct the meeting through, the use of any means of communication by which all Members may simultaneously hear each other during such meeting and as may be permitted by law.

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1. 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. 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. 3.

   Any Director may be removed as a member of the Board of Directors by a majority vote of the Voting Members at any member meeting as to which the notice stated the issue of removal of the subject Director(s) as an agenda item.

4. 4.

   The Board of Directors holds its meetings at any place it may select. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting and as may be permitted by law.

5. 5.

   Regular meetings of the Board of Directors may be held upon majority vote of the Board of Directors with notice of the meeting sent to each Director at least ten (10) days before such meeting.

6. 6.

   Upon written request of a majority of the Directors, the Executive Director, President or Treasurer must call a special meeting of the Board of Directors. Written notice of such a meeting is to be given to each Director at least ten (10) days before the meeting date.

7. 7.

   A simple 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 of Directors 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. 8.

   Any notice requirement may be waived by the Directors in the manner described in Article VI.5.

9. 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. 10.

    Directors shall not receive compensation for their services except that, by resolution of the Board of Directors, Directors may be reimbursed those expenses properly incurred in connection with corporate duties.

11. 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.

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1. 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. 2.

   In order to be eligible for nomination as an elected officer, an individual must already have served as a Director for at least one (1) year.

3. 3.

   A Director may resign at any time by delivering written notice to the Board of Directors. A resignation is effective when the notice is delivered unless the Board of Directors agrees to a later effective date.

4. 4.

   Any elected officer may be removed with or without cause as an officer by a majority vote of the Voting Members at any member meeting at which the notice for such meeting identified the issue of removal of the subject officer(s) as an agenda item.

5. 5.

   The President shall preside 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. The President is responsible for administering the affairs of the Academy according to policies established by the Board of Directors.

   The President-Elect shall work closely with the President to provide continuity in the operation of the Academy and, in the absence of the President, shall performs duties as required by the President under these Bylaws and as prescribed by the Board of Directors.

6. 6.

   The President-Elect shall become President of the Academy in the ensuing year and shall be Immediate Past President the following year.

7. 7.

   The Vice President shall act in the absence of the President and President-Elect and, in the absence of the President and President-Elect, shall performs duties as required by the President under these Bylaws and as prescribed by the Board of Directors.

8. 8.

   The Treasurer shall oversee Academy financial records, transfer of funds and make a report at meetings. The Academy financial records shall be audited no less frequently than biennially at the close of the fiscal year by a certified public accountant.

9. 9.

   The Immediate Past President shall work with the President to provide continuity to the operation of the Academy.

10. 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. 12.

    Elected officers shall not receive compensation for their services, except that, by resolution of the Board of Directors, officers may be reimbursed those expenses properly incurred in connection with corporate duties.

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1. 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. 2.

   The Executive Committee of the Academy shall consist of the officers of the Academy. The Board of Directors 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 of Directors.

3. 3.

   The Board of Directors shall establish policies and procedures for the nomination and election of officers and Directors and shall establish a Nominating Committee composed of the Immediate Past President, the President-Elect and an Academy Professional Member appointed annually, that is a current Fellow, Scientific Society Chair, Chapter President or Committee Chair. 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 (3) member Nominating Committee to carry out the obligations provided herein.

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1. 1.

   The Nominating Committee will present the names of the nominees for a given directorship or officer position at the annual meeting.

2. 2.

   The Executive Director shall, no later than thirty (30) days after the annual meeting, distribute to each Voting Member a ballot showing vacancies to be filled and the names of the officer candidates nominated by the Nominating Committee. 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 shall be for a term of one (1) year.

3. 3.

   Returned ballots must be received by the Academy within thirty (30) days from the date they are distributed from the Academy’s offices. The nominee receiving a plurality of votes shall be declared elected.

4. 4.

   In the event of a vacancy in the offices of President, President-Elect, Vice President and/or Treasurer, the incumbent Board of Directors shall appoint a qualified person to fill the vacancy until the next annual meeting, provided that the office of President-Elect will be filled as a matter of first priority at the next annual meeting.

5. 5.

   In the event of a vacancy in the Board of 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 Professional Member in attendance or represented by proxy.

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1. 1.

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

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1. 1.

   SEAL - The Academy has a seal of a design adopted by the Board of Directors.

2. 2.

   INSIGNIA - The Academy has the exclusive right to control the use of the name insignia of the Academy.

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1. 1.

   The Board of Directors, to achieve the objectives and purposes of the Academy, may establish chapters (“Chapters”), and they shall be operated in accordance with the policies and procedures approved by the Board of Directors. Chapters may be organized by specific geographic areas or by specialty groups. All Chapter members must be members of the Academy.

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1. 1.

   A group of twenty (20) or more Academy members may petition the 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. a.

      Each petition to establish a Society must contain a title for the group and be accompanied by an adequate description of the purpose of the group.

   2. b.

      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. 2.

   Each Society shall have a chair or co-chairs, as elected by the Society’s members, to term limits specified in the Policy Manual. Such officers are to be registered with the Executive Director.

3. 3.

   Society Bylaws are not required as all activities are covered under these Bylaws. However, Society activities may not conflict with the Academy’s Certificate of Incorporation or these Bylaws or its Chapters. Power to determine whether conflicts exist rests with the Board of Directors.

4. 4.

   Recognition of a Society may, at the discretion of the Board of Directors, be withdrawn if its membership falls below twenty (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 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.

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1. 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 designated members in accordance with the policies and procedures set forth by the Board of Directors.

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1. 1.

   The Academy recognizes and supports the need for continuing education programs that enhance the professional competency of its members.

2. 2.

   The Academy shall make available continuing education credit hours by providing approved programs to its members.

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1. 1.

   To the maximum extent permitted by law, the Academy shall, regardless of the adverse interest of any or all of the Directors, indemnify, reimburse, or otherwise compensate, at corporate expense, any Director, officer, committee member, and/or employee 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 Academy, by reason of the fact that they or a person whose legal representative or successor they are is or was a Director, officer, committee member, and/or employee of the Academy, for expenses, including reasonable attorney's fees and any judgment, money decree, fine, penalty or settlement for which they may have become liable, actually and reasonably incurred by them 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 Academy and with respect to any criminal action proceeding, had no reasonable cause to believe their conduct was unlawful, and except in relation to matters as to which they, or such person whose legal representative or successor, is finally adjudicated in any action, suit or proceeding, to be liable for negligence or misconduct in the performance of their duties to the Academy.

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1. 1.

   These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the Voting Members present in person or by proxy at any duly organized meeting of the Academy or by written ballot, provided notice of the proposed change is sent to the members as required by Article VI.9.

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1. 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.

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1. 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.

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