SUO

BYLAWS OF THE
SOCIETY OF UNIVERSITY OTOLARYNGOLOGISTS
HEAD AND NECK SURGEONS, INC.

(A District of Columbia non-profit Corporation)

November 10, 1996

TABLE OF CONTENTS

I. MEMBERSHIP
A. Class of Membership
B. Voting members
C. Honorary Members
D. Senior Members
E. Annual Meeting
F. Special Meetings
G. Voting and Quorum
H. Termination of Membership
I. Guests
II. EXECUTIVE COUNCIL
A. General Powers
B. Number
C. Removal
D. Vacansies
E. Meetings
F. Quorum
G. Manifestation of Dissent
H. Executive Committee
I. Other Committees
J. Action by Consent
K. Meeting by Telephone or Similar Communications
III. NOTICES
A. Form
B. Waiver of Notice
IV. OFFICERS
A. Enumeration of Officers
B. Officeholder Combinations
C. Election of Officers
D. Term of Office
E. Removal
F. Vacancies
G. President
H. President-Elect
I. Secretary-Treasurer
J. Editor/Historian
V. MISCELLANEOUS PROVISIONS
A. Fiscal Year
B. Seal
C. Indemnity
D. Parliamentary Authority
E. Presidential Discretion
VI. AMENDMENTS TO BYLAWS

MEMBERSHIP
A. Classes of Membership
There are the following classes of memberships in the Society of University Otolaryngologists – Head and Neck Surgeons, Inc. (The Society): Voting Members, Honorary Members, and Senior Members. The only class entitled to vote, hold office, or sit on the Executive Council are Voting Members.

B. Voting Members
1. Qualifications for Membership
To be nominated for membership in the SUO-HNS an individual must:
a. Hold a faculty appointment in an approved otolaryngology, head and neck surgery residency program or hold a faculty position in a department/division of otolaryngology at an approved medical school.
b. Have completed an appropriate residency training program and show promise of a successful career in academic otolaryngology, head and neck surgery as a teacher and/or investigator.
c. Individuals with a PhD degree who are faculty members in an approved otolaryngology-head and neck training program or hold a faculty position in a department/division of otolaryngology at an approved medical school and show promise in academic otolaryngology are eligible for nomination.

2. Procedure for Nomination
a. A nomination form signed by two voting members shall be filed with the Secretary-Treasurer at least three m0onths before the annual meeting of the Society during which the candidate is to be considered.
b. The nomination must be accompanied by letters from the nominators and the candidate’s department head. When the nominee is a department (division) head, information will be sought from the institution. These letters should describe fully the past and present activities of the candidates as they may bear on future promise as an academic otolaryngologist.
c. Two months before the annual meeting of the Society, the Secretary-Treasurer will distribute to the Executive Council pertinent data concerning all of the nominees and invite confidential letters of comment. These letters will be used solely for the guidance of the Council and will not become part of the permanent records of the Society.

3. Procedures for Recommendation
One month before the annual meeting of the Society, the Secretary-Treasurer will distribute complete candidate files to the Council. The Council will carry out additional investigations of the candidates which seem appropriate. The Council will meet preceding the annual Society meeting and recommend those candidates qualified for election. A nominee may be reconsidered at three consecutive meetings of the Council.

4. Procedure for Election
The Society will vote by ballot on the candidates recommended by the Executive Council. The affirmative vote is four-fifths of the Voting Members present and voting.

C. Honorary Members
Honorary members of the Society shall be nominated by the Executive Council and elected by the Society in the manner prescribed for the election of Voting Members. They will not be required to pay dues and cannot vote or hold office. This could be an individual who contributes to our specialty but is trained in another discipline.

D. Senior Members
A Voting Members of the Society who attains Emeritus status or has retired from academic life because of age or infirmity may apply for Senior Membership status. Senior Members shall receive all membership mailings of the Society but will not pay dues. Senior Members are welcome at all membership meetings but cannot vote or hold office.

E. Annual Meeting
An annual meeting of the Society shall be held each year at a place and a date designated by the Executive Council. Notice of the time and place of the annual meeting shall be sent to all Voting Members by the Secretary-Treasurer at least two months in advance.

F. Special Meetings
Special meetings of the Society may be called by the Executive Council provided that at least 40 days notice of such meeting is sent to all voting members. No business regarding the articles of the Society or bylaws shall be transacted at a special meeting and no resolutions or statements representing the society’s opinion shall b2e adopted unless the special meeting is attended by at least as many Voting Members as attended the last previous annual meeting.

G. Voting and Quorum
All questions before the Society shall be determined by a majority of those present except when the voting requirement is otherwise specifically defined in the articles of the Society, these bylaws, or by law. The members present shall constitute a quorum for the transaction of business. Proxy voting is not permitted.

H. Termination of Membership
The Executive Council shall have the power to drop from the Society’s rolls any member who: (1) fails to maintain interest in the purposes of the Society; (2) missed three consecutive annual meetings without excuse (this shall not apply to Honorary or Senior Members); (3) fails to pay dues for more than one calendar year; and (4) fails to retain good standing in the medical profession.

I. Guests
Guests of the Society shall have the privilege of the floor at scientific sessions but will not be invited to the business meeting. Guests may be invited to other functions.

II. EXECUTIVE COUNCIL

A. General Powers
The business and affairs of the Society shall be managed by its Board of Directors (herein referred to as the “Executive Council”). The Executive Council shall have all powers and responsibilities conferred upon a board of directors of a non-profit corporation by the District of Columbia Non-profit Corporation Act, as now or hereafter amended, except such powers or responsibilities as may be limited by the articles of the Society or these bylaws. All resolutions shall be referred to the Executive Council and shall be presented to the membership for vote upon recommendation of the Executive Council.

B. Number
The number of Directors of the Society, both elected and ex-officio, shall be seven. The Executive Council shall consist of the President-elect, the Secretary-Treasurer, the immediate past President, and the three Councilors-at-large elected by the voting members.

C. Removal
The Executive Council may remove any director at any time with or without cause.

D. Vacancies
Vacancies occurring during the term of office of an officer or director shall be filled by the Executive Council. An officer or directors elected to fill a vacancy shall be in office for the unexpired term.

E. Meetings
The annual meeting of the Executive Council shall be held at such time and place as shall be determined by the Executive Council. Special meetings of the Executive Council may be called by the President or upon the written request of three or more directors.

F. Quorum
A majority of the directors entitled to vote shall constitute a quorum for the transaction of business. Unless otherwise required by the Society’s articles of the incorporation, these bylaws, or by law, the act of a majority of the directors entitled to vote present at a meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid action if subsequently confirmed by a majority vote, in conformance with the quorum requirements.

G. Manifestation of Dissent
A director of the Society whose presence at a meeting of the board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Society immediately after the adjournmet of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

H. Executive Committee
There shall be an Executive Committee of the board which shall have authority to act for the board between meetings. The executive committee shall consist of the President, the President-elect, and the Secretary-Treasurer. The executive Committee shall report all of its activities to the Executive Council at the regular meeting. The presence of two members of the Executive Committee shall constitute a quorum. Meetings of the Executive Committee may be called by the President or any two members of the Executive Committee upon ten days written notice of the time, pace, and purpose of the meeting.

I. Other Committees
The Executive Council or the President may, from time to time, designate other and additional committees for such purposes and with such powers and duties as the board or the President may prescribe. The term is determined by the board or president to a maximum of three years.

J. Action by Consent
Any action required or permitted to be taken at any meeting of the Executive Council or any committee may be taken without a meeting if a written consent to such action is signed by all members of the board or the committee, as the case may be, and such written consent is filed with the minutes of its proceedings.

K. Meetings by Telephone or Similar Communications
The Executive Council or any committee may hold a meeting by means of a conference telephone call or similar communications equipment by means of which all directors participating in the meeting can hear each other at the same time, and participation by such means shall be conclusively deemed to constitute presence in person at such meeting. Any proposal which may otherwise be considered by the board may be submitted to the directors in a meeting by means of a conference telephone call or similar communications equipment, and in such event, the validated vote of that percentage of directors otherwise required by the articles of incorporation or these bylaws responding thereto shall be the act of the board. This provision does not require the inclusion by telephone conference of a member of the board or any committee who is unable to be physically present at a meeting of the board or any committee, respectively, at which a quorum is physically present.

III. NOTICES
A. Form
Written or printed notice, stating the place, day, and hours of the meeting, and in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days before the meeting. Any notices to directors or the members shall be delivered personally or by mail to the directors or the member at their addresses appearing on the books of the Society. Notice by mail shall be deemed given at the time when same shall be mailed. Notice to directors may also be given by telephone not less than ten days before a meeting.

B. Waiver of Notice
(a) Whenever any notice is required to be given to any member of the board under the provisions of the articles of incorporation, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be conclusively deemed to equivalent to such notice.

(b) Attendance of director at a meeting shall constitute a waiver of notice of such meeting, except pursuant to Article III, Section G, where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

IV. OFFICERS

A. Enumeration of Officers
The officers of the Society shall be a President, a President-Elect, and Editor/Historian, and Secretary-Treasurer. The Board may elect or appoint such other officers, assistant officers, and agents as ir shall deem necessary. There will be a Councilor-at Large.

B. Officeholder Combinations
No two offices of the Society may be held by the same person.

C. Election of Officers
The officers are elected at the annual meeting.

D. Term of Office
The President and President-elect shall be elected for one year and the President-elect shall automatically become President upon the close of the President’s term of office or earlier if the President shall be unable to conclude his or her term of office. The Secretary-Treasurer and the Editor/Historian shall be elected for three years. They may be re-elected one time. Each Councilor-at-Large shall be elected for one three-year term.

E. Removal
The Executive Council, by majority vote may remove any elected office at any time with or without cause.

F. Vacancies
Vacancies occurring in any office of the Society shall be filled by the Council for the balance of the vacant term.

G. President
The President shall be the chief executive officer of the Society and shall have all powers and shall perform all duties commonly incident to and vested in the office of President. The President shall, if present, preside at all meetings of the Executive Council and the members and shall perform such other duties as from time to time are assigned by the Executive Council.

H. President-Elect
The President-Elect shall succeed to the office of President upon the termination of the President’s term of office. The President-Elect shall preside at all meetings in the absence of the President. The President-Elect shall also perform at all duties as from time to time are assigned by the Executive Council.

I. Secretary-Treasurer
The Secretary-Treasurer shall keep the minutes of all meetings of the Executive Council and the Executive Committee, shall given notices as required here under, and shall keep all of the records of the Society. The Secretary-Treasurer shall cause to be prepared and timely filed such annual reports and returns as are required by law, including an annual report with the appropriate agency of the District of Columbia government, in the prescribed form. This annual report shall be executed on behalf of the Society by its President and shall be verified on behalf of the Society by its Secretary-Treasurer. The Secretary-Treasurer shall also perform such other duties as the Executive Council may assign.
The Secretary-Treasurer shall supervise the financial affairs of the Society, including custody of all monies, securities, deeds, and other financial documents of the Society, and shall keep regular books and accounts of its funds and property; shall deposit all monies, checks, and other credits to the account of the Society in such bank(s) or other depositories as the board may designate; sign all receipts and vouchers for payments made to and all vouchers and check made by the Society singly, jointly with such other officers and may be designated by the Executive Council; render to the Executive Council an account and statement of all transactions at each annual meeting of the Executive.

J. Editor/Historian
The Editor/Historian will publish a newsletter and other documents regarding the organization as directed by the membership and Executive Committee.

V. MISCELLANEOUS PROVISIONS

A. Fiscal Year
The fiscal year of the Society shall end on December 31.

B. Seal
The seal of the Society shall be circular in form and therefore shall be inscribed thereon the name of the Society and the year of its organization.

C. Indemnity
(a) Any person made a party to any action, suit, or proceeding by reason of the fact that he or she is or was a director, officer, or employee of this Society shall be indemnified by this Society against the reasonable expenses, including attorneys fees, actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which he or she may be a party by reason of being or having been a director, officer, or employee of the Society, except in relation to matters as to which it is liable for willful misfeasance, bad faith, gross negligence, or reckless disregard of duty. This Society may also reimburse to any director, officer, or employee, the reasonable cost of settlement of any such action, suit, or proceeding if it be found by a majority of the directors to be in the best interest of the Society that such settlement be made and that such officer, director, or employee was not guilty of willful misfeasance, bad faith, gross negligence, or reckless disregard of duty.

(b) The Executive Council may exercise the full extent of the powers which the Society 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 directors, employees, and agents.

(c) The foregoing right of indemnification shall be in addition to and not exclusive of any other rights to which any officer, director, or employee may be entitled apart from the provisions of this section.

(d) The amount of indemnity to which any officer or director may be entitled may be fixed by the voting members.

D. Parliamentary Authority
The current edition from time to time of Robert’s Rules of Order be the parliamentary authority for any meeting held pursuant to these bylaws.

E. President Discretion
The President shall not deliver an address at the Annual Dinner nor may any of his friends.

VI. AMENDMENTS TO BYLAWS

These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the two-thirds affirmative vote of the voting members at any annual meeting. No amendment shall be acted upon unless notice of the proposed amendment shall have first been given at the previous annual meeting of the voting members