Bylaws of the American College of Osteopathic Surgeons

 
Adopted at St. Louis, Missouri, October 28, 1957. Amended at Denver, Colorado, October 30, 1961; Bal Harbour, Florida, October 29, 1962; New York, New York, October 26, 1964; Houston, Texas, November 3, 1965; Denver, Colorado, October 28, 1968; Chicago, Illinois, November 3, 1969; Houston, Texas, October 28, 1970; St. Louis, Missouri, October 4, 1971; Atlanta, Georgia, October 30, 1972; Los Angeles, California, October 8, 1973; Bal Harbour, Florida, October 28, 1974; Washington, D.C., October 1, 1975; New Orleans, Louisiana, October 19, 1976; Atlanta, Georgia, October 18, 1978; Las Vegas, Nevada, October 8, 1979; Hollywood, Florida, October 13, 1980; Boston, Massachusetts, October 19, 1981; San Francisco, California, October 25, 1982; San Diego, California, October 29, 1985; Las Vegas, Nevada, September 29, 1986; New York, New York, October 24, 1988; St. Louis, Missouri, September 18, 1989; Los Angeles, California, October 29, 1990; Orlando, Florida, September 29, 1991; Chicago, Illinois, September 22, 1992; San Francisco, California, November 1, 1993; Washington, D.C., Sept. 26, 1994; New Orleans, Louisiana, September 16, 1995; San Diego, California, October 19, 1996; Atlanta, Georgia, September 22, 1997; Chicago, Illinois, September 28, 1998; Seattle, Washington, October 4, 1999; Boston, Massachusetts, September 23, 2000; Palm Desert, California, October 7, 2001; Lake Buena Vista, Florida, September 21, 2002; Chicago, Illinois, September 20, 2003; New Orleans, Louisiana, September 16, 2006; Atlanta, Georgia, September 13, 2011; Las Vegas, Nevada, November 14, 2013; and Boston, Massachusetts, September 18, 2014; Chicago, Illinois, October 4, 2015; and Phoenix, Arizona, September 22, 2016.

ARTICLE I: NAME 

This organization shall be known as the American College of Osteopathic Surgeons and be incorporated as a nonprofit corporation exempt from federal income tax under the Internal Revenue Code in the state of Missouri. 

ARTICLE II: MISSION STATEMENT AND PURPOSE 

The College's mission and purpose shall be established by the Board of Governors. 

ARTICLE III: MEMBERSHIP 

Section 1-Classifications of Membership 

1. Active Member 
2. Resident Member
3. Student Member
4. Associate Member
5. Honorary Member
6. Retired Member
7. Life Member
8. Inactive Member
 
Section 2-Active Member Requirements 

Membership applications are accepted from osteopathic surgeons trained in the surgical specialties of otolaryngology-head and neck, general, general vascular, neurological, obstetric/gynecological, ophthalmologic, orthopedic, plastic and reconstructive, cardiovascular thoracic, and urological and from non-osteopathic surgeons practicing in the specialties represented by ACOS. Applicants for membership shall meet the requirements listed in the bylaws, which include, but are not limited to, the following:

1. Be a graduate of an AOA Commission on Osteopathic College Accreditation (COCA) accredited college of osteopathic medicine or an LCME accredited college of medicine and successfully complete a surgical residency training program either approved by the American Osteopathic Association or accredited by ACGME. 
2. Be and continue to be fully licensed to practice medicine and surgery in the state in which he/she practices. 
3. Shall practice ethically and be recognized in the community as an osteopathic surgeon. 
4. Shall fulfill the requirements for continuing surgical education as established by the Board of Governors. 
5. Shall meet any other requirements as determined by the Board of Governors. 
6. All new active members are required to be present at an annual meeting of the American College of Osteopathic Surgeons to participate in a membership induction ceremony at the ACOS Ceremonial Conclave within three years. If the new active member fails to attend any of these three (3) annual meetings of the American College of Osteopathic Surgeons for induction, the membership will be dropped, but may be reinstated by the Membership Committee at the request of the former member. The reinstatement is effective after the former member attends the next annual meeting and participates in the induction ceremony. 
7. The application processes shall be established by the Board of Governors. 
8. Shall agree to abide by the bylaws, rules, and regulations of ACOS and the AOA Code of Ethics. 

Section 3-Resident Member Requirements 

Resident member applications are accepted from resident physicians who have commenced training in an AOA or ACGME accredited surgical training program, including the OGME 1 internship  year. Applicants must satisfy the following requirements:

1.    Be a graduate of a COCA accredited college of osteopathic medicine or an LCME accredited college of medicine. 
2.    Be and continue to be a resident physician in good standing in an AOA-approved or ACGME accredited internship or a surgical training program.
3.    Shall agree to abide by the bylaws, rules, and regulations of ACOS and the AOA Code of Ethics. 
4.    The application process shall be established by the Board of Governors. 

Section 4-Student Member Requirements 

An applicant shall be and continue to be enrolled in a COCA accredited college of osteopathic medicine. The applicant shall agree to abide by the bylaws, rules, and regulations of ACOS and the AOA Code of Ethics. The application process shall be established by the Board of Governors.
 
Section 5-Associate Member Requirements 

Associate Membership shall be available to any nonsurgical osteopathic and allopathic physician, or an advance practice provider currently employed by an ACOS member, who support the mission and objectives of the ACOS. An applicant shall meet the following requirements: 

1. If a physician, he/she shall be a member in good standing of the American Osteopathic Association or AMA recognized national medical specialty society. 
2. If an advanced practice provider, he/she shall be a member in good standing with the national specialty society for their specialty (ANA, AAPA, NACHNS, etc.). 
3. Shall meet any other requirements determined by the Board of Governors.
4. The application processes shall be established by the Board of Governors.
5. Shall agree to abide by the bylaws, rules, policies, and regulations of the ACOS and the AOA Code of Ethics.

Section 6-Honorary Member Requirements 

Honorary Membership may be granted to any person who has contributed substantially to the American College of Osteopathic Surgeons and to the osteopathic medical profession upon the unanimous vote of the Board of Governors. The applicant shall agree to abide by the bylaws, rules, and regulations of ACOS and the AOA Code of Ethics. 

The application process shall be established by the Board of Governors. 

Section 7-Retired Member Requirements 

Retired Membership may be granted to any Active or Associate Member who has permanently retired from practice and does not qualify for Life or Inactive Membership. Retired Members and Retired Associate Members shall not be obligated to satisfy the requirements for continuing surgical education, attendance at annual meetings of ACOS, and licensure to practice osteopathic medicine and surgery in the state in which they reside. The applicant shall agree to abide by the bylaws, rules, and regulations of ACOS and the AOA Code of Ethics.

The application process shall be established by the Board of Governors.

Section 8-Life Member Requirements 

Life Membership shall be granted to any Active, Associate, or Retired Member who, during the year, will have reached the age of sixty (60) and will have been a member for twenty (20) years. The applicant shall agree to abide by the bylaws, rules, and regulations of ACOS and the AOA Code of Ethics. 

The application process shall be established by the Board of Governors. 

Section 9-Inactive Member Requirements 

A member who is temporarily not in surgical practice may apply to be an Inactive Member. 

The application process shall be established by the Board of Governors. 

The Inactive Member shall notify the Chief Executive Officer if he/she has returned to active surgical practice.
 
Section 10-Revocation of Membership 

The Board of Governors shall exercise complete authority in regard to the membership of all members in the College.

Membership may be denied, suspended, or terminated for any violation of the bylaws, code of ethics, or any lawful rule or practice duly adopted by the College or any other conduct prejudicial to the interests of the College. Denial, suspension, or termination shall be by three-fourths vote of the Board of Governors present, provided that a statement of the charges shall have been sent via certified or registered mail to the last recorded address of the member at least thirty (30) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Governors at which the charges shall be considered, and the member shall have the opportunity to appear in person and to present any defense to such charges before action is taken thereon. The member may present evidence, call and examine witnesses, and/or submit a written statement. A written decision shall be sent by registered or certified mail within thirty (30) days of the Board of Governors meeting.

The following shall be considered to be conduct or conclusive evidence of conduct prejudicial to the interests of the College and inconsistent with its purposes:

1.    Conviction of a felony involving moral turpitude or any crime relating to or arising out of the practice of medicine, or which involves a claim of dishonesty, misrepresentation, fraud or moral turpitude. 
2.    Limitation or termination of any right associated with the practice of medicine in any state, province, or country, including the imposition of any requirement for surveillance, supervision, or review, by reason of violation of a medical practice act or other statute or governmental regulation. Disciplinary action by or entry into a consent order with any medical licensing authority, or voluntary surrender of license. 
3.    Improper financial dealings, including the direct or indirect division of fees with other physicians, and the payment or acceptance of rebates of fees for services or appliances.
4.    Participating in the deception of a patient as to the identity of an operating surgeon. 
5.    Performance of unjustified surgery.
6.    Grossly immoral, dishonorable, unethical, or unprofessional conduct.
7.    The performance of surgical operations when the responsibility for diagnosis and/or care of the patient is delegated to another who is not qualified.
8.    Failure or refusal to cooperate reasonably with an investigation by the College of a disciplinary matter.

Any member who has been suspended or expelled from the College may request reinstatement of his/her membership status. The process for reinstatement shall be established by the Board of Governors. 

Section 11-Reinstatement of Member Who Has Resigned 

The process for reinstatement of a member who has resigned shall be determined by the Board of Governors. 
 
ARTICLE IV: FELLOW OF THE AMERICAN COLLEGE OF OSTEOPATHIC SURGEONS (FACOS) 

  The title of "Fellow of the American College of Osteopathic Surgeons (FACOS)" may be conferred on Members, Associate Members, Honorary Members, Retired Members, and Life Members of the College. The honored FACOS title is an earned award, in recognition of activities performed to advance osteopathic medicine and surgery.

In order for the title of FACOS to be conferred, an approved applicant is required to be inducted at the Ceremonial Conclave held during the annual meeting of the American College of Osteopathic Surgeons.

The eligibility requirements, the application and induction process, and the process for reinstatement of the designation when a member resigns, is suspended or is terminated from membership shall be established by the Board of Governors.

ARTICLE V: MEMBER AWARDS 

Section 1- Orel F. Martin Medal 

The Orel F. Martin Medal may be conferred on a member who has made outstanding contributions to the College or to the profession. 

Section 2- Charles L. Ballinger Distinguished Osteopathic Surgeon Award 

This award may be conferred on a member who is a surgeon in recognition of outstanding accomplishments and leadership in the field of surgery. 

Section 3- Award Eligibility Requirements and Selection Process 

The eligibility requirements and selection processes for awards shall be determined by the Board of Governors. 

Section 4- Other Awards

Other awards may be presented or proposed as circumstances may warrant or dictate upon approval of the Board of Governors.

ARTICLE VI: DUES 

Section 1-Dues Rates 

Dues and special assessments shall be determined by the Board of Governors. 

Section 2-Delinquent Dues 

The process for termination and reinstatement of membership for failure to pay dues or special assessments shall be determined by the Board of Governors.
 
ARTICLE VII: OFFICERS 

Section 1-Officers 

The officers of this organization shall be a President, Past President, President-elect, Secretary-Treasurer, and Chief Executive Officer. At the last regular board meeting of the current, sitting board during the annual meeting of the College, a President-elect and Secretary-Treasurer shall be elected from the Board of Governors for a term of one (1) year, by members of the Board. Election shall be by a majority of votes cast. 

Section 2-President 

The President-elect shall succeed to the office of President at the last meeting of the Board held at the annual meeting of the College. The President shall be the principal elective officer of the College, and shall preside at all meetings of the College, of the Board of Governors, and of the Executive Committee. He/she shall be an ex officio member of all committees and shall execute all duties delegated to him/her by the Board of Governors and the Executive Committee. He/she shall also communicate to the College and to the Board of Governors regarding the state of the College and may make suggestions to promote its welfare.

Section 3-Past President 

The President shall become the Past President of the College at the last meeting of the Board held at the annual meeting of the College. The Past President shall preside at all meetings of the College, of the Board of Governors, and of the Executive Committee in the event of the temporary disability or absence from meetings of the President and President-elect. He/she shall have such other duties as the President or the Board may assign. In the event of the death or resignation of the President and the President-elect, or if the President and President-elect shall for any reason be unable or unqualified to serve, the Secretary-Treasurer shall fill the office of the President until the next meeting of the Board of Governors, at which time a President-elect and President shall be elected. 

Section 4-President-elect 

A President-elect shall preside at all meetings of the College, of the Board of Governors, and of the Executive Committee in the event of the temporary disability or absence from meetings of the President, and shall execute all duties delegated to him/her by the President or the Board of Governors. He/she shall succeed to the office of President as provided for in Section 2. In the event of the death or resignation of the President-elect, the office shall remain vacant until the next meeting of the Board of Governors, at which time a President-elect shall be elected. In the event of the death or resignation of the President or if the President shall for any reason be unable or unqualified to serve, the President-elect shall fill the office of President during the balance of the President's term and then automatically succeed to office as provided in Section 2. 

Section 5-Secretary-Treasurer 

The Secretary-Treasurer shall oversee: the College's funds and financial records; the timely collection of members' dues and/or assessments; the establishment of appropriate accounting procedures for the handling of the College's funds; the preparation of an annual budget for approval by the Board; the performance of an annual audit by a certified public accountant; and, further shall report on the financial condition of the College at all meetings of the Board of Governors, the annual members meeting, and at other times as called upon by the President. The Secretary-Treasurer shall ensure the accurate recording and maintenance of proceedings of meetings of the College and the Board of Governors, shall ensure that accurate records are kept of all members, and perform such other duties as legally required or otherwise prescribed by the Board of Governors. Any of the duties of the Secretary-Treasurer may, by action of the Board of Governors, be assigned to the Chief Executive Officer. Upon completion of his/her term as Secretary-Treasurer, he/she shall complete any unexpired portion of his/her elected term as Governor. In the event of the death or resignation of the Secretary-Treasurer, the President shall appoint a member of the Board of Governors to the office for the balance of the unexpired term. 

Section 6-Chief Executive Director

The Board of Governors shall employ a Chief Executive Officer whose term of employment, title, salary, and benefits shall be determined by the Board. The Chief Executive Officer shall be directly responsible to the Board and be the chief executive and operating officer of the College. He/she shall have the responsibility for the management and direction of all operations, programs, activities, and affairs of the College, including employment and the determination of compensation of members of the staff and supporting personnel, functioning within the framework of policy, budget, aims, and programs as determined by the Board. He/she shall have such other duties as may be prescribed by the Board. He/she shall not be entitled to vote. 

Section 7-Bonding 

At the direction of the Board of Governors, any officer or employee of the College shall furnish, at the expense of the College, a fidelity bond in such sum as the Board shall prescribe. 

ARTICLE VIII: BOARD OF GOVERNORS 

Section 1-Authority and Responsibility 

The Board of Governors shall have supervision, control, and direction of the affairs of the College; shall determine its policies or changes therein within the limits of the Statutes of Missouri, the Corporate Charter, and College bylaws; shall actively pursue its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, appoint such agents as it may consider necessary. 
 
Section 2-Policies and Procedures Manual 

The Board of Governors shall maintain and revise as necessary a Policies and Procedures Manual for the College. The purpose of this manual shall be to provide a single reference with concise statements of the duties and responsibilities of the Board, committees, officers, members, and staff. All policies as determined by the Board shall be contained in the manual. Copies of the manual shall be made available to the Governors and Discipline Chairs, and to other members on request. 

Section 3-Composition and Election 

The Board of Governors shall be composed of the chair of each surgical discipline, five members elected as a governor by the General Surgery Discipline, one other member elected as a governor by each of the other surgical disciplines, and one Residents Section representative. Only members of the College who hold the FACOS title and who are currently in active surgical practice or have been in active surgical practice in the last three (3) years may be elected as Governors except that a resident member shall represent the Residents Section.

Each surgical discipline shall have a nominating committee consisting three (3) members of that discipline, with one member designated as the chair. No current member of the nominating committee is eligible for election as a discipline officer or as a governor. The nominating committee shall present a slate of nominees to the Chief Executive Officer one hundred twenty (120) days prior to the election for distribution to the discipline membership. The election of the discipline officers and Governors shall be held at an annual business meeting of each surgical discipline at which there is a quorum by a majority vote of the voting members who are in attendance.

The Governors shall be elected for a term of three (3) years not to exceed a total of two (2) consecutive terms. Discipline chairs shall serve a two (2) year term. The Residents Section representative shall serve a one-year term and be eligible to be reelected. Governors, upon election by their discipline, and the Residents Section representative shall be seated at the last meeting of the Board during the annual meeting of the College, following installation of the new President, and they shall continue in office until the expiration of their term, unless they resign, are removed, or are otherwise unable to fulfill an unexpired term. When a Governor is elected to an officer position, they maintain their Governor seat until such a time as they finish their term as Governor, move up in an officer position, or complete their officer responsibilities, whichever is greater.

A member currently serving on the American Osteopathic Board of Surgery’s Board of Directors is ineligible to serve as a Governor on the ACOS Board of Governors.

Section 4-Absences 

Any member of the Board unable to attend a meeting shall, in a letter or email addressed to the Chief Executive Officer, state the reason for his/her absence. If a member of the Board is absent from two (2) consecutive meetings for reasons which the Board has failed to declare to be sufficient, his/her resignation shall be deemed to have been tendered and accepted. 
 
Section 5-Vacancies and Removal 

A member of the Board may resign at any time by giving written notice to the Chief Executive Officer. Such resignation will take effect at the time specified therein or at the time of acceptance as determined by the President or the Board.

For just and reasonable cause, any member of the Board may be removed by a three-fourths (3/4) vote of the seated Board of Governors.

Any vacancies on the Board shall be filled by an appointment by the chair of the respective discipline, or if the discipline does not have officers, the chair of the nominating committee of the discipline. Any vacancy resulting from the Residents Section representative shall be filled by the Residents Section governing council. This appointee shall serve until the next regularly scheduled meeting of the discipline or Residents Section when an election shall be held to fill the vacancy for the remainder of the unexpired term.

Section 6-Board Meetings 

The Board shall have regular meetings at the time and place of the annual meeting of the College and a mid-year meeting. The Board also shall meet upon the call of the President or a majority of the members of the Board. The times and places of the meetings shall be determined by the Board. Notice of all meetings of the Board shall be given to each member of the Board not more than eight (8) weeks and not less than two (2) weeks in advance of each meeting, using any reasonable means, including but not limited to personal notice or notice by telephone, electronic mail, facsimile, or regular mail. A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any Governor may participate in a meeting of the Board by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at the meeting.

Section 7-Voting by Mail or Electronic Facsimile 

Any action may be taken by the Board without a meeting if a written consent is signed by all of the Governors. Written consents may be by any means, including electronic mail or facsimile. Any vote that receives less than unanimous written consent must be ratified at the next Board meeting to be effective.

Section 8-Compensation 

Members shall not receive any compensation for their service on the Board.
 
ARTICLE IX: EXECUTIVE COMMITTEE 

The Executive Committee of the College shall consist of the President, Past President, President-elect, Secretary-Treasurer, and one (1) Member-at-large appointed by the President from the Board of Governors. The Executive Committee shall have the authority to act on behalf of the Board of Governors between meetings of the Board, reporting any action(s) taken at the next meeting of the Board. The Executive Committee shall hold a mid-year meeting at a time and place determined by a majority of the members of the Executive Committee and at the call of the President or at the request in writing submitted to the Chief Executive Officer of three (3) or more members of the Executive Committee. Four (4) members of the Executive Committee shall constitute a quorum.

During its mid-year meeting the Executive Committee shall: 

1. Receive and act upon reports of standing committees as required by the bylaws of the College, and of special committees as directed by the Board of Governors or the President of the College. 
2. Transact such other business as has been delegated to it or might be considered by it in the best interest of the College and the welfare of the Membership. 
3. Serve as the Finance Committee of the College and supervise and direct the financial policies and affairs of the College. 

Any action may be taken by the Executive Committee without a meeting if a written consent is signed by all of the executive committee members. Written consents may be signed and returned by any means, including but not limited to, electronic mail, facsimile, or text message. Any electronic vote that receives less than unanimous written consent must be ratified at the next Board meeting to be effective.

ARTICLE X: MEMBER MEETINGS

Section 1-Annual Member Meeting 

There shall be an annual member meeting at a time and place to be determined by the Board. Special member meetings shall be held at the call of the President.

Notice of a member meeting shall be given by any reasonable means (including electronic or regular mail or posting in an ACOS newsletter) not less than thirty (30) days and not more than ninety (90) days prior to the meeting.

Section 2-Quorum 

Fifty (50) voting members shall constitute a quorum at a member meeting. 

Section 3-Voting Privileges 

Only active members, life members, and retired members in good standing shall have the privilege of a vote at a member meeting. 

Section 4-Voting By Written Ballot

At the discretion of the Board or the Executive Committee acting for the Board between regularly-scheduled meetings of the Board, any action that may be taken at any annual or special meeting of the members may be taken without a meeting if a written ballot is delivered to every member entitled to vote on the matter by any reasonable means, including electronic mail, facsimile, or regular mail. Voting by written ballot shall be permitted to the fullest extent allowed by the section of the Missouri Nonprofit Corporation Act, which is summarized as follows:

a. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.  
b. The number of ballots received by ACOS must equal or exceed the quorum that would have been required had there been a meeting (i.e., ACOS must receive a valid ballot from fifty (50) or more voting members.)
c. Unless otherwise indicated in these bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
d. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by ACOS in order to be counted.

ARTICLE XI: SURGICAL DISCIPLINES AND SECTIONS 

Section 1-Establishment of Discipline 

The Board of Governors may authorize and dissolve surgical disciplines of the College for the study and advancement of any specialties of osteopathic surgery and special sections.

A surgical specialty or section with adequate numerical representation as determined by the Board shall submit to the Board of Governors the bylaws for the specialty discipline or section for approval. The bylaws shall be consistent with the bylaws, policies, and procedures of the College. The administration of each surgical discipline or section shall in no way conflict with the overall objectives, ideals, and functions of the College. The officers of the discipline shall include at least a chair and a chair elect to each serve terms of two years. 

Section 2-Discipline Membership 

Membership in a surgical discipline shall be open to any member of the American College of Osteopathic Surgeons practicing in that specialty. Membership in a special section may be open to members of the American College of Osteopathic Surgeons only. Membership privileges for a surgical discipline or section shall be the same as those granted to members in the College. 

Section 3- Discipline Chair

In order to be eligible to be elected by the discipline as a chair, a member shall be a Fellow (FACOS) and have served as an ACOS discipline continuing education program chair or discipline continuing education co-chair. The discipline chair shall serve no more than one term of two years. 

ARTICLE XII: COMMITTEES 

The following shall be the standing committees of this organization and shall be appointed by the President-elect at the mid-year meeting of the Board subject to approval by the Board of Governors. The appointments shall become effective when the President-elect assumes the office of President. 

Section 1-Membership Committee 

The Membership Committee shall consist of at least one Fellow (FACOS) from each College discipline and one member who shall be a resident member. The resident member shall be a nonvoting member of the committee. There shall be a designated Chair and Vice Chair.

The Membership Committee shall meet at least twice each year for consideration of applications for membership, and nominations or applications for the title of Fellow, It shall report its recommendations to the Board of Governors.

Section 2-Bylaws Committee 

The Bylaws Committee shall consist of at least three (3) members of the Board of Governors, one of whom shall be designated Chair, and a resident member. It shall be the duty of this committee to study and recommend additions, deletions, improvements, or amendments to, the bylaws of the College. 

Section 3-Ethics Committee 

The Ethics Committee shall consist of Fellows (FACOS), with a minimum of five (5) members. The immediate Past President shall be Chair and one member shall be designated Vice Chair. The committee shall meet to consider all matters related to maintenance of high ethical standards of practice by members in the College.

The Ethics Committee shall interpret the Code of Ethics of the AOA, respond to all complaints regarding unethical conduct on the part of a member, and make recommendations for dispensation by the Board of Governors. 

Section 4-Nominating Committee 

The Nominating Committee shall consist of the five discipline chairs and the immediate past president who shall serve as committee chair but has no vote. This committee shall present a slate of nominees to the Board for consideration for election as the College officers.

The Nominating Committee shall present a committee report to the Board on the last day of the annual meeting of the Board containing the committee’s analysis of the leadership needs of the College, the names of each nominee, the experience and qualifications of the nominees, and the reasons the nominees can meet the leadership needs of the College. Nominations from the floor will be accepted only if the candidate has previously been vetted by the Nominating Committee and has the support of two current members of the Board of Governors. No current member of the Nominating Committee is eligible for election as an officer.

Section 5-Adhoc Committees

The President-elect, either at the mid-year Board meeting, or at a subsequent time before or during his/her term as President, also may appoint and discharge other committees, subject to the approval of the Board of Governors.

ARTICLE XIII: CODE OF ETHICS 

American College of Osteopathic Surgeons subscribes to and adopts the Code of Ethics of the American Osteopathic Association. 

ARTICLE XIV: SEAL 

The seal of the corporation shall be circular, one and three-quarter inches in diameter, with the name of the corporation engraved around the margin and the word "Seal" engraved across the center. 

ARTICLE XV: RULES OF ORDER 

Meetings of the members, of the Board of Governors, and of the Executive Committee of the College shall be governed by Robert's Rules of Order-Newly Revised unless otherwise specified in these bylaws. 

ARTICLE XVI: RECOGNITION OF ELECTRONIC COMMUNICATIONS

Unless otherwise required by applicable law, if any provision of these bylaws requires a notice or communication to any member, governor, or committee member, or any record, to be in writing, an electronic record or an electronic communication satisfies the requirement. Similarly, unless otherwise required by applicable law, if any provision of these bylaws requires the signature or written consent or approval of a member, governor, or committee member, an electronic signature or authenticated electronic communication satisfies the requirement.

ARTICLE XVII: DISSOLUTION 

The College shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the College. On dissolution of the College any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be determined by the Board of Governors. 

ARTICLE XVIII: INDEMNIFICATION 

The College shall provide for indemnification by the College of any and all individuals who were, now are, or shall be a Governor, officer, employee, or member of any College committee against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been governors, officers, employees, or members of College committees, except in relation to matters as to which such governors, officers, employees, or members of a College committee shall be adjudged in such action, suit, or proceeding to be liable for negligence or willful misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or willful misconduct. 

ARTICLE XIX: AMENDMENTS

Proposals to amend the bylaws may be made at any time by a majority vote of the Board of Governors. In addition, proposals to amend the bylaws may be made in a petition submitted to the Chief Executive Officer, signed by at least 50 members eligible to vote and identifying no more than three signatories authorized to speak and act for all petitioners. Amendments to these bylaws may be voted on during the annual meeting by a majority vote of the members present or by a majority vote taken by written ballot in accordance with Article X, Section 4, provided that no proposition to amend shall be acted upon at a meeting unless written notice thereof has been given to the members (which may include notice published in an ACOS newsletter) not more than ninety (90) days and not less than thirty (30) days prior to the annual meeting. These amendments will be effective upon approval by the American Osteopathic Association.