Academy Bylaws

Section 1.01. Registered Office 

The American Academy of Otolaryngology—Head and Neck Surgery, Inc. (hereinafter referred to as the “Academy”) shall have and continuously maintain in the District of Columbia a registered office and a registered agent who is a resident of the District of Columbia and whose office is identical with such registered office.

Section 1.02. Other Offices

The Academy may have offices at such other places both within and without the District of Columbia as the Board of Directors may from time to time determine.

Section 2.01. Categories of Membership and Voting 

There shall be the following categories of membership in the Academy: Fellows, First Year Fellows, Life Fellows, Retired Fellows, International Fellows, Fellows-in-Training, Inactive Fellows, Honorary Fellows, Scientific Fellows, Members, First Year Members, Members-in-Training, Life Members, Retired Members, Inactive Members, International Members, International Members-in-Training, Resident Members, International Resident Members, Associate Members, Affiliate Members, Student Members, and Administrator Members. The eleven (11) categories of membership entitled to vote on any matter shall be Fellows, Members, Fellows in Training, Members in Training, First Year Fellows, First Year Members, Scientific Fellows, Life Fellows, Life Members, Retired Fellows, and Retired Members. The phrase “voting Fellow or Member” used in these Bylaws shall mean only persons within those eleven categories of membership cited above. All resident members (international and domestic), international fellow-in-training and international regular and fellow members may hold voting positions on Academy Committees but are precluded from voting in elections and other matters.

Section 2.02. Application Process 

Candidates for Fellowship, International Fellowship, Scientific Fellowship, Membership, International Membership, Resident Membership, International Resident Membership, Associate Membership and Affiliate Membership must file an application with Membership Business Unit, on such forms as prescribed by the Board of Directors. Applications for all member categories shall be endorsed by two (1) voting Fellows. Such candidates shall be inducted into the Academy upon being elected by a majority vote of the Board of Directors.

Section 2.03. Fellow 

Any physician who holds a degree of Doctor of Medicine, Doctor of Osteopathy, or equivalent medical degree as determined by the Board of Directors of the Academy, who holds a valid and unrestricted license to practice medicine in the United States or Canada and who has been certified by a medical specialty board acceptable to the Board of Directors shall be eligible to become a Fellow.

Section 2.04. Member 

Any physician who holds a degree of Doctor of Medicine, Doctor of Osteopathy, or equivalent medical degree as determined by the Board of Directors, who holds a valid and unrestricted license to practice medicine in the United States or Canada, and who has completed three years of formal training in otolaryngology-head and neck surgery or its equivalent, as determined by and satisfactory to the Board of Directors, shall be eligible to become a Member. Any Member who becomes certified by a medical specialty board acceptable to the Board of Directors shall automatically have his or her membership status converted to Fellow upon approval of the Board of Directors.

Section 2.05. Fellow in Training/ Member in Training 

Any Fellow or Member in good standing, who is engaged in a Fellowship or Postgraduate Training endeavor recognized by the Academy Board of Directors, may apply for dues reduction in this category. The maximum duration of Fellow in Training/Member in Training status is two years.

Section 2.06. First Year Fellow/First Year Member 

Any Fellow or Member who has completed a Fellowship or Residency and is establishing a new practice, may apply for a one-time-only dues reduction in this category. The maximum duration of First Year Fellow or First Year Member status is one year.

Section 2.07. Life Fellow/Life Member 

A Life Fellow/Life Member is any physician who has held continuous membership with the Academy as a Fellow or Member for a minimum of 35 years and is fully retired from the practice of medicine. The member must provide written notification to the Executive Vice President/CEO requesting this status change and include a copy of her/her medical malpractice insurance coverage or acknowledgement of retirement from his/her medical licensing board for this class of membership to be considered for final approval by the AAO-HNS Board.

Section 2.08. Retired Fellow/Retired Member 

A Fellow or Member who has retired from the active practice of medicine and is not eligible for Life Fellowship or Life Membership may become a Retired Fellow/Retired Member upon request to the Board of Directors and approval of that request by a majority vote of the Board of Directors. Retired Fellow and Retired Members need not have an active license to practice medicine.

Section 2.09. International Fellow 

Any physician who holds a degree of Doctor of Medicine, Doctor of Osteopathy, or equivalent medical degree as determined by the Board of Directors of the Academy, who holds a valid and unrestricted license to practice medicine in countries other than the United States or Canada and who has been certified by a medical specialty board acceptable to the Board of Directors shall be eligible to become an International Fellow.

Section 2.10. International Member 

Any physician practicing in a country other than the United States or Canada, who holds a valid and unrestricted license to practice medicine in his or her respective country, and who has completed three years of formal training in otolaryngology—head and neck surgery or its equivalent as determined by and satisfactory to the Board of Directors shall be eligible to become an International Member. Any International Member who becomes certified by a medical specialty board acceptable to the Board of Directors shall automatically have his or her membership status converted to International Fellow upon approval of the Board of Directors.

Section 2.11. International Fellow in Training/ International Member in Training 

Any International Fellow or International Member in good standing, who is engaged in a Fellowship or Postgraduate Training endeavor recognized by the Academy Board of Directors, may apply for dues reduction in this category. The maximum duration of International Fellow in Training or International Member in Training status is two years.

Section 2.12. Scientific Fellow 

Any person who holds a Doctor of Philosophy degree in a field associated with otolaryngology—head and neck surgery, who has distinguished himself or herself by attendance at and participation in the activities of the Academy, and who has a full or conjoint appointment on an otolaryngology—head and neck surgery faculty, and who participates in a residency training program may become a Scientific Fellow when elected thereto by a majority vote of the Board of Directors.

Section 2.13. Honorary Fellow 

Any person who has signally aided the progress of medicine in its relation to diseases of the ear, nose, throat, or related structures of the head and neck may become an Honorary Fellow when elected thereto by a majority vote of the Board of Directors. Honorary Fellows are eligible to receive the official publications of the Academy upon request. Honorary Fellows are exempt from paying dues.

Section 2.14. Inactive Fellow/ Inactive Member 

A Fellow or Member who is no longer engaged in the active practice of medicine by reason other than retirement may become an Inactive Fellow or Inactive Member upon request to the Board of Directors and approval of that request by the Board of Directors. Reinstatement as a Fellow or Member shall be at the discretion of the Board of Directors upon the payment of such fees and assessments as may be determined by the Board of Directors to be equitable. Inactive Fellowship or Inactive Membership status shall be subject to annual review. Inactive Fellows/ Inactive Members shall be exempt from paying dues.

Section 2.15. Resident Member 

Any person who holds a degree of Doctor of Medicine, Doctor of Osteopathy, or equivalent medical degree and who is engaged on a full-time basis in an otolaryngology—head and neck surgery or other training program that is acceptable to the Board of Directors shall be eligible to become a Resident Member. The maximum duration of Resident Membership shall be six years. Residents may serve as voting members on committees.

Section 2.16. International Resident Member 

Any person who holds a degree of Doctor of Medicine, Doctor of Osteopathy, or equivalent medical degree and who is engaged on a full-time basis in an otolaryngology— head and neck training program acceptable to the Board of Directors and located outside the United States or Canada, shall be eligible to become an International Resident Member. The maximum duration of International Resident Membership shall be six years.

Section 2.17. Associate Member 

Any person with a MD, DMD or DDS degree who is engaged in a field which is, in the view of the Academy Board of Directors, allied to otolaryngology—head and neck surgery, and is not eligible for any other type of membership in the Academy, shall be eligible to become an Associate Member.

Section 2.18. Affiliate Member 

Any person who is not eligible for any other type of membership in the Academy, but who is engaged in a field which is, in the view of the Academy’s Board of Directors, supportive of otolaryngology—head and neck surgery, may be eligible to become an Affiliate Member.

Section 2.19. Student Member 

Any person who is currently enrolled in medical school, undergraduate school, or high school, shall be eligible to become a Student Member. Student Members cannot serve on a committee.

Section 2.20. Administrator Member 

Any person who is currently working as an administrator for an otolaryngology practice shall be eligible to become an Administrator Member. Administrator Members cannot serve on a committee.

Section 2.21. Holding Office in the Academy 

Only Fellows, Life Fellows, and Retired Fellows shall be eligible to hold any office elected by the voting Fellows or Members specified in Articles IV or V of these bylaws.

Section 2.22. Fees, Dues, and Assessments 

(a) The Board of Directors shall establish the application fees and dues for each class of membership annually. The application fee shall include the annual dues for the year in which the candidate becomes a member. The maximum duration that anyone may remain a candidate is nine (9) months. Additional fees may be assessed from time to time by the Board of Directors for any purpose deemed necessary and appropriate by the Board of Directors.

(b) Annual dues shall be assessed on the basis of the calendar year. The dues for a calendar year shall be payable on the first day of such year and shall be considered delinquent if not paid by the last day of the fourth month of the calendar year (April 30th). Assessments and fees shall be payable at such time or times as the Board of Directors shall determine.

Section 2.22. Termination or Expulsion of Membership 

(a) A member who is required to pay dues, assessments, or any other fee for a calendar year and who shall fail to pay all of the same by the end of the last day of the fourth month of the calendar year (April 30th) shall be subject to automatic termination of membership in the Academy. A member whose membership has been so terminated may become a member of the Academy again only by applying for new membership.

(b) Any member of any class who is not delinquent in the payment of dues or assessments may file his or her resignation, in writing, with the Executive Vice President for action by the Board of Directors. If a member resigns after notification in writing that an investigation as described in Article II, Section 2.22 is being considered, the Board of Directors may, at its discretion, delay or refuse acceptance of the resignation and proceed with the investigation as set forth in these bylaws. If the Board accepts the resignation, the procedures will be designated “Resignation of member accepted while under investigation” and the investigation will terminate. The member may request in writing that the investigation continue, in which case the member will be allowed to participate in the investigation even though the member has resigned. If the charges are not sustained, the category will be changed from “Resignation of member accepted while under investigation” to “Resignation.” Should the charges be sustained, the category of resignation will remain unchanged.

(c) The Board of Directors shall have the power to censure, suspend or expel any member who fails to pay dues, who no longer possesses the qualifications necessary for membership including suspension or revocation of license to practice medicine, who has been convicted of a felony involving moral turpitude, who violates the Academy’s Code of Ethics, as set forth in Appendix R of these Bylaws and as amended from time to time, or for other reasons as herein provided. The Board shall follow the procedures set forth in Section 2.22 before taking any disciplinary action based on violation of the Code of Ethics. Actions based on failure to pay dues or suspension or loss of license to practice medicine, shall be taken pursuant to expedited procedures established by the Board.

Section 2.23. Due Process 

(a) Any Fellow or Active Member of the Academy in good standing may initiate charges with the Academy alleging that a member is failing to maintain good professional standing. Failure to maintain good professional standing may be evidenced by, but not limited to, a violation of the Academy’s Code of Ethics, as amended from time to time. Such charges may be made against any class of member. All charges shall be in writing and shall specify the basis, therefore. These charges shall be delivered to the Executive Vice President/CEO, who shall forward a copy to the Executive Committee, which shall process the charges in accordance with such reasonable procedural guidelines as it may adopt. The Executive Committee or its designee shall call on the members who bring the charges for such information, witnesses, evidence, etc., as may be necessary to determine whether a hearing on the charges is warranted and shall give the respondent an opportunity to respond in writing before such a decision is made. No action shall be taken or recommended against any member without giving the member the opportunity for a hearing before an Investigating Panel appointed in accordance with the procedural guidelines established by the Executive Committee. The respondent may conduct a self-defense or shall be entitled to be represented by legal counsel. The respondent may waive participation in the hearing. If the respondent does not request a hearing in timely manner or does not appear at a scheduled hearing of which he has received proper notice, he/she shall be deemed to have waived respondent’s right to be present, and the hearing shall proceed without the respondent unless good cause is shown for rescheduling a requested hearing at which the respondent fails to appear. The hearing shall be closed to all except members of the Investigating Panel, complainant, respondent, witnesses, legal counsel, and the court reporter.

(b) After reviewing the material submitted by both the complainant and the respondent, and conducting any hearing which is warranted or required by its procedural guidelines or these Bylaws, the Investigating Panel shall recommend to the Board of Directors:

i. That the charges not be sustained, and that no further action be taken; or

ii. That the charges be sustained, and the accused be

1. censured,

2. suspended for a definite time, or

3. expelled.

(c) The respondent shall be notified of the Investigating Panel recommendation in writing and, of the date of the meeting in which the recommendations of the Investigating Panel will be heard. At that meeting the respondent shall be given an opportunity to make any statement he/she desires before action is taken on the recommendations by the Board of Directors. The President may also make a statement and explain and define findings to the Board of Directors, but there shall be no examination of witnesses or introduction of further evidence before the Board of Directors. At the conclusion of the hearing the Board of Directors shall, by closed ballot, determine what action it will take on the recommendations of the Investigating Panel. Censure or suspension shall require an affirmative vote of at least two-thirds (2/3) of the voting Directors present. Expulsion shall require an affirmative vote of at least three-fourths (3/4) of the voting Directors present. The Board’s decision shall be final and will be promptly communicated in writing to the respondent. Where appropriate, the Academy will report its decision to the relevant state medical licensing boards and the National Practitioner Data Bank.

Section 3.01. Annual Meetings 

An annual business meeting of the Academy shall be held each year at such place or places and on such date or dates as may be designated by the Board.

Section 3.02. Special Meetings

Special scientific and business meetings of the members of the Academy may be called by the Board for such times and places as may be designated.

Section 3.03. Notice 

Ninety (90) days-notice of the times and places of each annual business meeting of the Academy shall be given to all members by publication in the official publication of the Academy or by such other method asthe Board may designate. Not less than thirty (30) days-notice shall be given of the time, place and purpose of any special business meeting of the Academy. No business may be transacted at a special business meeting of the members of the Academy other than that specified in the notice thereof.

Section 3.04. Proxy Voting 

Proxy voting shall no longer be deemed necessary or appropriate given the current capabilities and easy access for the membership to cast votes via a secured internet portal to be provided either directly by the Academy or its designated vendor. Proxy voting shall not be permitted at any meeting of the Board of Directors or other committee of the Academy.

Section 3.05. Quorum 

At any annual or special business meeting of the Academy members, a quorum shall consist of not less than fifty (50) voting Fellows or Members present in person except as otherwise required by the Articles of Incorporation or further provisions of the Bylaws.

Section 3.06. Vote 

If a quorum is present, a majority vote of the voting Fellows or Members present in person and voting shall be required to constitute action by the membership on any matter unless otherwise provided by the Articles of Incorporation or these Bylaws.

Section 3.07. Rules of Order 

The deliberations of the Academy, its Board and all committees shall be governed by the rules contained in the then current edition of Robert’s Rules of Order in all cases in which they are not inconsistent with the Articles of Incorporation, Bylaws, special and standing rules, customary practices, and procedures of the Academy.

Section 4.01. Authority 

The business and affairs of the Academy shall be managed by its Board of Directors (“Board”). The Board shall have all powers and responsibilities conferred upon the Board of Directors of a nonprofit corporation by the District of Columbia Nonprofit Corporation Act, as now or hereafter amended, except as such powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws.

Section 4.02. Members of the Board 

The Board of Directors shall consist of the Academy President, President-Elect, Secretary-Treasurer, the most recent living Past President, the Chair of the Board of Governors, the Immediate Past Chair of the Board of Governors, the Chair-Elect of the Board of Governors, and eight (8) Fellows, Life Fellows or Retired Fellows elected as At-Large Directors by the voting Fellows or Members during the annual Academy election of elected leaders. The Executive Vice President/CEO, Chair of the Ethics Committee, and Academy Coordinators shall be ex-officio members of the Board of Directors without vote.

Section 4.03. Terms of Office 

Voting Fellows or Members shall elect annually two At-Large Directors, who shall serve a single four-year term of office. These Directors may not be re-elected as At-Large Directors of the Board of Directors until four years have elapsed from the end of their term. The two newly elected Directors shall take office on the final day of the Annual Meeting. The remaining members of the Board shall serve as members of the Board during their tenures in office.

Section 4.04. Removal of Board Members 

An elected member of the Board of Directors may be removed for cause by a vote of the members in accordance with procedures established by the Board of Directors. Alternatively, the Board of Directors may remove an elected member of the Board of Directors for cause in accordance with the following procedures. After initial investigation of the grounds for removal, a 2/3 vote of the Executive Committee will be required to initiate a removal action. The Board Member considered for removal must be properly notified at least 30 days prior to the meeting, and he or she shall have the right and opportunity to be heard by the Board of Directors prior to taking the final vote and action. For purposes of Board removal of an elected director, “for cause” shall mean:

The board of directors of a membership corporation or non-membership corporation may remove a director who:

(a) Has been declared of unsound mind by a final order of court;

(b) Has been convicted of a felony:

(c) Has been found by a final order of court to have breached a duty in Section 29-406-30 through 29-406-33 of the District of Columbia Nonprofit Corporations Act of 2010;

(d) Has; failed to attend three consecutive meetings of the Board of Directors without good cause or approval of such absences by the President; or

(e) Does not satisfy at the time any of the qualifications for directors set forth in the articles of incorporation or bylaws at the beginning of the director’s current term, if the decision that the director fails to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications.

Section 4.05. Vacancies 

A vacancy in any director position because of death, resignation, removal, disqualification or otherwise, will be filled by the Board of Directors for the unexpired portion of the term.

4.05.1. At-Large Director: Should an At-Large Director be unable to complete their four-year term, and there are two-years or less left on the unexpired term, the President will appoint an At-Large Director from the appropriate category (Academic or Private Practice) to complete the unexpired term. Should there be more than two-years left on the unexpired term, the Nominating Committee will process this position in addition to the scheduled election of two At-Large Directors for election on the Academy-wide ballot. That individual will serve only a two-year term, not the standard four-years and then be eligible to run for an additional four-year term.

4.05.2. Coordinator Positions: Should any Coordinator be unable to complete their four-year term and a Coordinator-Elect has been chosen, the Coordinator-Elect will be installed as Coordinator to serve the remaining portion of the unexpired term and then complete the entire four-year term for which they were chosen. Should there be between one and two-years remaining on the unexpired term, the President will appoint an individual to complete the remainder of the unexpired term. The standard search committee driven process to identify a Coordinator-Elect will take place as scheduled and the individual chosen will serve one-year as the Coordinator-Elect and then complete their entire four-year term as Coordinator.  Should there be greater than 2-years left on the unexpired term, the President will appoint a search committee which will identify and recommend an individual to serve a four-year term as Coordinator, with no Coordinator-Elect year included. This selection must be approved by the Board of Directors.

Section 4.06. Meetings 

The Board shall hold a regular annual meeting to conduct the business and affairs of the Academy. Such meeting may, but need not, be held concurrently with an annual business meeting of the membership. The Board may hold such other meetings at such times and places as may be established from time to time by the Board or at the request of the President or any five (5) members of the Board.

Section 4.07. Notice 

Notice of each meeting of the Board shall be given by the Executive Vice President/CEO, or his or her designee, to each member of the Board by either mail, facsimile, electronic means or telephone not less than seven (7) days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board shall not be limited to those set forth in the notice of such meeting.

Section 4.08. Quorum 

Except as otherwise required by the Articles of Incorporation or these Bylaws, a majority of the Directors entitled to vote shall constitute a quorum for the transaction of business by the Board.

Section 4.09. Manner of Acting 

A majority vote of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

Section 4.10. Written Action 

Any action which the Board could take at a duly called meeting of the Directors may be taken validly by the unanimous written consent signed by all the Directors entitled to vote. The written consent need not be signed by all Directors, as each may sign a separate counterpart of such written consent. Written consent may be made either in person, mail, facsimile, or electronic means.

Unless otherwise required by applicable law, if any provision of these bylaws or the administrative regulations of the Academy requires a notice or communication to any member, director, 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 or the administrative regulations of the Academy requires the signature or written consent or approval of a member, director, or committee member, an electronic signature or authenticated electronic communication satisfies the requirement.

Section 5.01. Officers

Officers of the Academy shall be:

• President
• President-Elect
• Secretary-Treasurer
• Executive Vice President/CEO

Section 5.02. Election and Terms of Office 

A President-Elect shall be elected annually by the majority vote of the eligible voting Fellows or Members of the Academy during its annual election. The annual election will be conducted via a secured electronic ballot accessible through an internet portal to be monitored and safeguarded by a professional organization (herein referred to as “ballot house”) whose expertise is in this area of business. There shall be no votes by proxy and paper ballots will be provided to the voting Fellow or Member upon proof of active membership and by written (email or fax are acceptable) request to the ballot house. If there are more than two (2) candidates for one office, a plurality vote of the voting Fellows or Members shall be sufficient for election to such office. The President, and President-Elect shall serve for a term of one (1) year, or until his or her successor is elected and shall qualify.

The Secretary-Treasurer shall be elected, in years appropriate, by the majority vote of the eligible voting Fellows or Members of the Academy during its annual election. If there are more than two (2) candidates for one office, a plurality vote of the voting Fellows or Members shall be sufficient for election to such office. A Secretary-Treasurer shall serve one term of three (3) years or until his or her successor is elected or shall qualify. The Secretary-Treasurer is not eligible for re-election to a consecutive term.

Section 5.03. President 

The President shall be the Chairman of the Academy Board of Directors and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of the Board of Directors and the Executive Committee at which he or she shall be present; he or she may delegate this duty to the President-Elect if he or she shall see fit. The President shall be an ex-officio member of all committees of the Board and other committees of the Academy, provided, however, that the President shall not be an ex-officio member of the Nominating Committee. The President shall have no vote on said committees, except that the President shall have a vote on the Executive Committee.

Section 5.04. President-Elect 

The President-Elect shall perform the duties and exercise the powers of the President in the absence or disability of the President and shall perform such other duties as shall be prescribed from time to time by the Board of Directors. The President-Elect shall succeed to the office of the President upon the completion of his or her term. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility, and which shall become vacant immediately following the next annual meeting of the Foundation. The President-Elect shall coordinate the various Academy committees by annually (a) reviewing the charges to committees, (b) considering whether existing committees continue to serve a useful function, and (c) considering whether new committees are needed. The President-Elect shall report any recommendations for changes thereto to the Board of Directors.

Section 5.05. Secretary-Treasurer 

(a) The Secretary-Treasurer shall verify that an official record of the proceedings of all meetings of the membership, the Board of Directors, and the Executive Committee, and shall report the same to the next succeeding meeting of the Board of Directors. The Secretary-Treasurer shall carry out such duties and shall sign and attest such instruments in the name of the Academy and shall affix the corporate seal of the Academy, as appropriate, to such instruments as he or she is authorized to do so by the Board of Directors. When appropriate, the Secretary-Treasurer shall instruct the EVP/CEO and/or the COO to affix the seal as authorized by the Board of Directors in his or her stead. The Secretary-Treasurer shall also oversee the administration of the general funds, securities, properties, and assets of the Academy. The Secretary-Treasurer shall see that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets which are the property of the Academy. Said books shall show at all times the amount of all property belonging to the Academy and the amount of disbursements made and the disposition of property. The Secretary- Treasurer shall assure that a summary of the proposed annual budget for the Academy and for the American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc., a District of Columbia non-profit corporation, and the date they will be considered by the Academy and the Foundation Boards of Directors shall be published in an appropriate Academy publication and that a copy shall be made available reasonably in advance of their adoption to any member requesting them in writing. The Secretary-Treasurer shall provide the members an annual financial report in such form and medium as the Board of Directors determines appropriate.

(b) The newly elected Secretary-Treasurer shall have the title of “Secretary-Treasurer Elect” and shall automatically succeed to the office of Secretary-Treasurer upon the close of the incumbent Secretary-Treasurer’s term of office, or prior thereto if for any reason the incumbent Secretary-Treasurer is unable to fulfill his or her term of office. The Secretary-Treasurer Elect shall attend the Board of Directors and Executive Committee meetings, without vote, immediately after the annual business meeting or Board of Directors meeting at which he or she is elected and throughout the year to allow for an orderly transition of responsibilities.

Section 5.06. Executive Vice President 

The Board of Directors shall employ as the only chief executive officer (management employee) of the Board an Executive Vice President/CEO, who shall serve for a term of five years in this capacity or until such time as two-thirds of the voting Board shall request his or her resignation or shall terminate his or her employment. The Executive Vice President/CEO may serve a successive term or successive terms of office. The Executive Vice President/CEO will employ other staff members and other employees for the purpose of carrying out the administrative work of the corporation, subject to the policies of and the directions and orders of the Board. The Executive Vice President/CEO, as the chief executive officer of the Academy, shall prepare and submit to the Board plans, suggestions and recommendations as to policies and practices to be pursued by the Academy. The Executive Vice President/CEO shall be an exofficio member of the Board, of all committees of the Board, and other committees of the Academy, but shall have no vote. The Executive Vice President/CEO shall prepare an annual report and such other reports of the administrative and other activities of the Academy for submission to the Board at any regular or special meeting of the Board with recommendations.

Section 5.07. Removal of Officers 

An elected officer may be removed for cause by a vote of the members in accordance with procedures established by the Board of Directors. Alternatively, the Board of Directors may remove an elected officer for cause in accordance with the following procedures. After initial investigation of the grounds for removal, a 2/3 vote of the Executive Committee will be required to consider action. Such removal action may be taken at any regular or specially called meeting of the Board. The officer considered for removal must be properly notified at least 30 days prior to the meeting, and they shall have the right and opportunity to be heard by the Board of Directors prior to taking the final vote and action. For purposes of Board removal of an elected officer, “for cause” shall mean:

(1) Failure to fulfill the duties and requirements of the elected office or position as described in the bylaws

(2) Unresolved conflicts of interest that are considered detrimental to the integrity and mission of the Academy/Foundation

(3) Statements (written, spoken, social media, etc…) which are in conflict with, or considered detrimental to, the integrity and mission of the Academy / Foundation

(4) Felony convictions

(5) Loss of medical licensure for cause

(6) Verified impairment or health/ mental health issues that prevent the officer from carrying out his/her duties for a period of at least 90 consecutive days and which cannot be mitigated through reasonable accommodations Impairment or unresolved health / mental health issues that are considered detrimental to the integrity and mission of the Academy/Foundation

Section 5.08 Vacancies 

5.08.1 Executive Vice President/CEO: In the event of a vacancy in the EVP/CEO position, the Executive Committee with approval of the Board of Directors will appoint a temporary EVP/CEO until a replacement EVP/CEO is hired pursuant to these Bylaws.

5.08.2. President: If there is less than six months remaining on the President’s term, the President-Elect will be installed as President and complete the remaining time of the term prior to serving the complete term for which he/she was elected. If there are more than six months on the existing President’s term to serve, the remaining time will be split evenly between the Past-President and the President-Elect. The President-Elect will then serve the complete term for which he/she was elected.

5.08.3. President-Elect: If the President-Elect is unable to serve his or her term and subsequently the Presidency, the candidate who unsuccessfully ran will be offered the opportunity to serve as President-Elect and subsequently President. Should that unsuccessfully ran candidate choose not to assume the role, the President will appoint a search committee who will identify and recommend an individual to fill the role of President-Elect and subsequently President. This individual will then be approved by the Boards Directors prior to assuming office.

5.08.4. Secretary-Treasurer: If there is less than one year remaining on the Secretary-Treasurer’s term, the Secretary-Elect will assume the office immediately and for the remainder of the unexpired term and then complete the four-year term for which they were elected. Should there be between one and three years remaining on the unexpired term, the President will appoint an individual to serve in the role until the term expires. The individual elected in the regularly scheduled election for Secretary/Treasurer after the vacancy is filled will serve a year as Secretary/Treasurer-Elect and then complete a four-year term as Secretary/Treasurer.

Section 6.01. Executive Committee 

The Executive Committee shall consist of the President, the most recent living Past President, the President-Elect, the Secretary-Treasurer, the Chair of the Board of Governors, and two (2) At-Large Directors who are serving the fourth and final year of their term. The Chair-Elect of the Board of Governors and Secretary-Treasurer Elect shall be standing guests of the Executive Committee and shall participate in all discussion but shall have no vote. The Executive Vice President/CEO is an ex-officio member of the Executive Committee without vote. The Executive Committee shall have, between meetings of the Board, all the powers and responsibilities conferred upon the Board by law or these Bylaws with respect to the operations of the Academy. The proceedings of the Executive Committee shall be recorded. The minutes shall be submitted for review and approval by the Executive Committee at the next succeeding meeting of the Executive Committee. The approved minutes of the meetings of the Executive Committee shall be submitted to the Board of Directors at the next succeeding meeting of the Board of Directors. The President shall act as Chair of the Executive Committee and, in his absence, the President-Elect shall act as Chair; and in the absence of both, the Secretary-Treasurer shall act as Chair. The Executive Committee shall convene for the transaction of business at the call of the Chair. Items of business to be conducted by this committee shall include any matters as may require attention between regular or special meetings of the Board. The Executive Committee may request that the Board be convened to ratify actions and recommendations of the Executive Committee, in accordance with these Bylaws.

Section 6.02. Articles of Incorporation and Bylaws Committee 

The Articles of Incorporation and Bylaws Committee shall consist of three members of the Board of

Directors. The three members shall be appointed by the President-Elect, who shall also designate a Chair, and the three will serve staggered terms of no longer than three years. This Committee shall consider revisions of the Articles of Incorporation and Bylaws and shall, if deemed desirable, recommend amendments to the Board of Directors. The Committee shall also perform such other functions as may be assigned to it by the Board of Directors.

Section 6.03. Nominating Committee 

There shall be a Nominating Committee consisting of the Immediate Past President, who shall be Chair, the Chair of the Board of Governors, and twelve Voting Fellows or Members of the Academy who are not members of the Board of Directors. Four of the latter twelve members of this committee shall be elected from eight voting Fellows or Members nominated by the Nominating Committee annually and shall serve a three-year term. Four of the eight nominees shall be primarily in private practice and shall run against each other for the two positions reserved for private practice designees and the other four nominees shall be academicians who shall run against each other for the two positions reserved for academicians. In this manner, two seats on the Nominating Committee shall be filled by private practitioners and two seats will be filled by academicians each year. Elected members of the Nominating Committee shall be ineligible for a second term until three years have elapsed following the close of their first term. Voting for the election of Nominating Committee members shall not be cumulative. Additionally, the Chair of the Ethics Committee shall serve as an ex-officio member of the Nominating Committee without vote. The Nominating Committee shall determine what offices, positions on the Board of Directors, and positions on any committees (including positions on the Nominating Committee) shall become vacant to be filled by election of the membership and shall publicize that information. The Nominating Committee shall review and evaluate all certified nominations submitted by petition(s) and have final determination as to which candidate names to include on the official ballot. The Nominating Committee shall assure that there are at least two nominees for each position which shall become vacant, provided, however, that the Nominating Committee need not assure that there are at least two nominees for a position where an incumbent is being nominated to serve an additional term. In odd years, the Nominating Committee shall select two nominees for President-elect who are academicians, and in even numbered years, the Committee shall select two nominees for President-elect who are private practitioners. In no instance shall any member of the Nominating Committee be nominated for any Academy position while he or she serves on the Nominating Committee. In any solicitation of the voting Fellows and Members, all nominees shall be listed in alphabetical order with notation of the source of nomination.

Section 6.04. Audit Committee 

The Audit Committee shall consist of three voting Fellows or Members of the Academy who are not members of the Board of Directors elected by the Voting Fellows or Members to staggered three-year terms. In addition, the President shall appoint one of the new Directors to a three-year term on the Audit Committee each year resulting in a six-member committee all of whom are elected by the membership. Elected members of the Audit Committee shall be eligible to run for a second consecutive term and thereafter will not be eligible for re-election to the Audit Committee until three years have elapsed following the close of their last term. The Secretary-Treasurer shall serve on the committee as an ex-officio member with vote. The Audit Committee shall elect its own chair each year.

The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the audit of the organization’s books and records and (2) the system of internal controls that the organization has established. The Audit Committee may rely on the professional expertise of an independent auditor and should establish an understanding with the outside auditors for maintaining an open and transparent relationship and accountability to the Board and the committee.

Section 6.05. Ethics Committee 

The Ethics Committee shall consist of a Chair, who is ex-officio, non-voting member of the Board of Directors, and sixteen voting Fellows or Members of the Academy who do not serve as members of the Board of Directors (including the Chair-Elect position). The Chair will serve one four-year term with a possible two-year extension at the discretion of the Executive Committee. Other than the Chair, the members of the Ethics Committee are selected by the President-Elect, based on recommendations from the Ethics Committee Chair. The President-Elect shall name his or her nominees for committee positions which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall then approve or disapprove each nominee prior to the Foundation’s annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each committee member shall be eligible for reappointment to two successive two-year terms and after serving three successive terms, shall be eligible for reappointment after the passage of two years. The President-Elect may appoint consultants to the committee who are not voting Fellows or Members and who shall have no committee vote.

The Ethics Committee Chair is selected through a search committee process.

The Ethics Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) development and enforcement of the Code for Interactions with Companies and the Code of Ethics; (2) the management of potential conflicts of interest; (3) the oversight of policy recommendations regarding ethical issues to the Board of Directors for its action; and (4) upholding the procedural guidelines for the AAO-HNS disciplinary proceedings.

Section 6.06. EVP Performance Evaluation and Compensation Committee 

The EVP Performance Evaluation and Compensation Committee (EVP PEC) shall consist of the President, the immediate Past President, the President-Elect, and the Secretary/Treasurer. The President shall serve as the Chair of the EVP Performance Evaluation and Compensation Committee. The EVP Performance Evaluation and Compensation Committee shall convene for the transaction of business at the call of the Chair. Items of business to be conducted by this committee shall include any matters as may pertain to the compensation and evaluation of the Executive Vice President/CEO. All actions/motions taken by the EVP Performance Evaluation and Compensation Committee shall be recorded. The EVP Performance Evaluation and Compensation Committee must present all proposed actions and recommendations to the Executive Committee for endorsement. The Board must ratify actions and recommendations proposed by the EVP Performance Evaluation and Compensation Committee and endorsed by the Executive Committee, in accordance with these Bylaws.

Section 6.07. Special Committees 

The Board shall have authority to establish, appoint, or terminate special committees and to confer upon each such duties and authority deemed necessary and appropriate. Special committees shall be made up of such voting Fellows or Members as appointed by the President-Elect subject to approval of the Board of Directors to staggered two-year terms. The President-Elect shall name his or her nominees for committee positions, including committee chairs, for which he or she will have nominating responsibility, and which shall become vacant following the next annual meeting of the Foundation. The Board of Directors shall then approve or disapprove each nominee prior to its annual meeting. In the event that the Board of Directors shall disapprove any nominee, an additional nominee or nominees shall be presented to the Board of Directors by the President-Elect. Each member shall be eligible for reappointment to two successive two-year terms with the approval of the Committee Chair and the President-Elect and may serve a maximum of six (6) years. Any committee member shall be re-appointable after the passage of two years. The President-Elect may appoint consultant members who are not voting Fellows or Members and who shall have no vote. The President-Elect shall designate one member as Chair, subject to approval by the Board of Directors. The jurisdiction and responsibility of each committee shall be at the discretion of the Board of Directors.

Section 6.08. Ad Hoc Committees 

The Board, or the President with Board approval, shall have authority to establish and appoint ad hoc committees and to confer upon each duties and authority deemed necessary and appropriate.

Section 6.09. Coordinators 

(a) The Board shall have the authority to establish or eliminate the positions of Coordinator, whose role is to advise on and coordinate specific Academy programs and activities. The Board shall appoint voting Fellows or Members in good standing to fill such Coordinator positions. Coordinators shall serve a single four-year term and may not be re-appointed to the same position until four years have elapsed from the end of their completed term. The jurisdiction and responsibility of each Coordinator shall be determined by the Board of Directors and described in the current Academy/Foundation Member Handbook.

(b) Coordinators shall be approved and appointed by the Board of Directors the year proceeding the year that will mark the close of the term of office of the incumbent Coordinator in order to allow for an orderly transition of responsibilities. If a new Coordinator is appointed, the newly elected Coordinator shall have the title of Coordinator-Elect and shall automatically succeed to the office of Coordinator upon the close of the incumbent Coordinator’s term of office, or prior thereto if for any reason the incumbent Coordinator is unable to fulfill his or her term of office.

(c) An Ad Hoc Search Committee named by the President will be appointed no less than 18 months but no more than 24 months before each incumbent Coordinator’s term expires. The search committee should contain at least three (3) members from the Academy Board of Directors and two (2) Academy Fellows or Members selected from the membership-at-large; the incumbent Coordinator and the Executive Vice-President/CEO may serve as consultants without vote. One member of the committee will be designated by the President as the Chair. The search committee shall be charged with evaluating the need for the Coordinator position and submitting to the Board recommendations for continuation, elimination, or changes to the responsibilities of the Coordinator. Upon approval by the Board, the committee shall establish relevant criteria upon which candidates will be nominated, solicited, and measured. For each open Coordinator position, the committee, by majority vote of eligible members, will forward to the Academy Board the name of one or more candidate(s) to be considered for appointment as Coordinator-elect. No committee members shall be eligible for nomination to the Coordinator position.

The Academy Board of Directors shall have the authority to approve appointment of a voting Fellow or Member in good standing to serve as the Academy Delegate and Chair to the American Medical Association House of Delegates. This appointment occurs every three years. The appointed Delegate shall serve a three-year term, and may serve three additional terms, for a total of four successive three-year terms (totaling 12 years). The Executive Vice President shall serve, ex-officio, as the Alternate Delegate. In the event that additional seats become available, the Board of Directors shall appoint additional Delegates and Alternate Delegates.

The Board of Directors shall establish a Board of Governors to be made up of representatives of societies of otolaryngology—head and neck surgery and representatives of each state or geographical region based on population. The presiding officer of the Board of Governors shall be the Chair, who shall succeed to that office after serving as Chair-Elect; the Chair-Elect shall be elected by the Board of Governors. The Board of Governors shall act as an advisory body to the Board of Directors and as a network for communication between the Board of Directors and the members of the respective state or regional delegations.

The Board of Directors of the Academy shall have full authority to determine the vote to be cast by the Academy as the sole member of the American Academy of Otolaryngology—Head and Neck Surgery Foundation, Inc.

Section 10.01. Compensation 

The Board shall be authorized and empowered to establish and pay reasonable compensation, consultant fees, per diem and expenses for all officers, directors, employees and agents of the Academy for services rendered in its behalf.

Section 10.02. Fiscal Year 

The Fiscal Year of the Academy shall be the twelve (12) month period beginning July 1, and its fiscal books and records shall be kept on the accrual accounting basis.

Section 10.03. Waiver of Notice 

Whenever any notice is required to be given by law, the Articles of Incorporation, or these Bylaws, a waiver of such notice may be executed in writing by the person or persons as a member, director or officer of another entitled to the notice, whether before, during, or after the time stated therein, and such waiver shall constitute the equivalent of receiving such notice.

Section 10.04. Indemnification of Directors and Officers 

The Board may exercise the full extent of the powers which the Academy has under District of Columbia law, as such law exists from time to time, to indemnify directors, officers, employees, volunteers and agents for expenses incurred by reason of the fact that they are or were directors, officers, employees, volunteers or agents of the Academy or are or were serving at its request or by its election as a member, director or officer of another corporation or organization. Such expenses shall include attorney’s fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonably incurred. The Board may make advances against such expenses upon terms decided by it. The Board may exercise the full extent of the powers which the Academy has under District of Columbia law, as such law exists from time to time, to purchase and maintain insurance against the risks above described on behalf of its members, directors, officers, employees, volunteers and agents.

Section 10.05. Seal 

The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, District of Columbia.” The corporation may alter, and change said seal at its pleasure; said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

These Bylaws may be amended or revised as follows:

(a) The amendment is first proposed by the AAO-HNS Bylaws Committee and approved by the Board or by petition signed by any ten (10) voting Fellows or Members;

(b) A copy of the Bylaws Committee proposal or the petition signed by the ten (10) voting Fellows or Members containing the language of the proposed change in the Bylaws is provided to each member of the Board of Directors at least ninety (90) days prior to the Annual or Special Meeting at which the outcome of the vote is announced;

(c) Notice of the wording of the proposed Bylaw change is made available via electronic means to each voting Fellow or Member not less than forty-five (45) days prior to the Annual or Special Meeting

(d) Such amendment is approved by the affirmative vote of a majority of the voting Fellows and Members via electronic voting pursuant to procedures adopted and modified by the Board of Directors from time to time.