Articles of Incorporation
American College of Osteopathic Surgeons
We, Dr. George M. Laughlin, Dr. John Deason, Dr. S. D. Zaph, Dr. O. G. Weed, Dr. F. L. Bigsby, Dr. A. C. Hardy, Dr. Orel F. Martin, and Dr. Harry Collins, do by these presents enter into an association for educational, scientific and fraternal purposes, under Article II, chapter 90, of the Revised Statutes of Missouri, 1919, as hereinafter more fully set forth (Article adopted February 1927).
The name of this association shall be AMERICAN COLLEGE OF OSTEOPATHIC SURGEONS, and its office and place of business shall be in the City of Kirksville, Adair County, Missouri, and by such name it shall have perpetual succession (Article adopted February 1927).
The object for which this association is formed is to encourage study and instruction in surgery, surgical diagnosis and technic, and such other arts and sciences as may directly or indirectly improve the practice of surgery, to develop the application of osteopathic principles in relation to disease in the practice of surgery, to maintain and promote the highest moral and ethical standards in the practice of surgery, to establish standards for membership in the organization, provide for granting of degrees to members, to provide standards, rules and regulations for the members, and to provide for admission and expulsion of members, as may be determined by the Board of Governors of the corporation. It is not the purpose of this organization to operate and maintain the same for the financial gain of any members, and none of the members shall receive any remuneration from the organization except by way of compensation for services actually performed. The Board of Governors of the organization, at an annual or special meeting, may provide for the membership fees to be paid by new members for admission to membership and also for dues and assessments which may be necessary to carry out the purpose for which this organization is formed (Article adopted February 1958).
The management and control of the affairs of the corporation shall be vested in a Board of Governors. The elected officers of the corporation, President, President-Elect, Past President and Secretary-Treasurer, by virtue of their office, shall be members of the Board and additional members shall be elected to the Board for terms and in the manner provided for by the Bylaws of the corporation (October 1985).
The Officers of this corporation shall be a President, President-Elect, Past President, and Secretary-Treasurer; and such other officers as may be provided for by the Bylaws. Officers shall have such powers and duties as may be granted or imposed by the Bylaws of the corporation (October 1985).
The following persons have been agreed upon as the Board of Trustees until the first annual meeting of the organization, and they shall hold their office until their successors are duly elected and qualified as may be provided in by-laws to be hereinafter adopted: Dr. George M. Laughlin, Dr. John Deason, Dr. S. D. Zaph, Dr. O. G. Weed, Dr. Orel F. Martin, F. L. Bigsby, and Dr. A. C. Hardy, and until such meeting the officers of the Board of Trustees and this organization shall be: President, Dr. George M. Laughlin; Vice-President Dr. John Deason; Secretary, Dr. S. D. Zaph; and Treasurer, Dr. Orel F. Martin. The first annual meeting of said organization shall be held at such time and place as may be designated by the President, after giving notice to the members hereof . An annual meeting shall be held each successive year at a time and place to be determined by the Board of Governors (Article adopted February 1958).
The organization may, at any annual meeting, or at any special meeting, where notice has been given to each of the members, adopt such by-laws or amend any by-laws, which have previously been adopted, by a majority vote of the members then present (Article adopted February 1958).
Upon the dissolution of the corporation, the Board of Governors shall, after paying or making the provisions for the payment of all of the liabilities of the corporation, distribute all of the assets of the corporation exclusively to such organization or organizations organized and operated exclusively for education or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, as the Board of Governors may determine - (Article adopted July 1966).