Texas Orthopaedic Association Bylaws

TEXAS ORTHOPAEDIC ASSOCIATION, INC. BYLAWS

ARTICLE I
The name of this organization shall be the TEXAS ORTHOPAEDIC ASSOCIATION, INC. (hereinafter called the “Association”).

ARTICLE II
Purpose
Section 1. The purpose of this organization is to:

  1. Foster cooperation among the orthopaedic surgeons in the State of Texas.

  2. Encourage scientific, educational, and charitable endeavors which will promote and advance the science and art of orthopaedic surgery.

  3. To evaluate state and national health policy activities as they relate to orthopaedics in Texas so as to support and further the interests of its members.

  4. Pursue and support just laws that have to do with the health and welfare of the people of Texas.

ARTICLE III
Membership
Section 1. Classes of Membership:

  1. There shall be eight classifications of membership: Active, Associate, Military, Emeritus, Inactive, Honorary, Resident/Fellow, and Allied Health Provider.

  2. A physician shall be defined as a graduate of an approved medical or osteopathic school.

Section 2. Qualifications for and privileges of membership:
 

  1. Active Membership:
    Active members in good standing are eligible to vote and hold office, and shall pay dues.

Each candidate must:

  1. Be licensed to practice medicine and surgery in the State of Texas or be employed by the federal government.

  2. Limit his or her practice exclusively to orthopaedic surgery, or be actively engaged in teaching or research in orthopaedic surgery.

  3. Have practiced in the State of Texas for at least one year.

  4. Be certified by the American Board of Orthopaedic Surgery.

  1. Associate Membership:
    Associate members pay dues, but do not vote or hold office.

Each candidate must:

  1. Be an Orthopaedic surgeon who has fulfilled the training requirements of the American Board of Orthopaedic Surgery or

  2. Be a physician or individual involved in basic science or clinical practice in Texas whose activities, interests, and contributions fall within the scope of the field of orthopaedic surgery.

  1. Honorary Membership:
    Any individual may be elected to Honorary Membership on recommendation of the Board of Directors. Honorary Members may attend and participate in scientific meetings, but do not vote, hold office or pay dues.
     

  2. Inactive Membership:
    An Active member who has become disabled by sickness or accident or otherwise becomes incapacitated for a period in excess of six (6) months, and who is unable to engage in the practice of orthopaedic surgery or to assume duties of an orthopaedically oriented nature under public or private auspices, may request a transfer from the status of Active Membership to that of Inactive Membership, with waiver of dues. Such request must be made in writing to the Secretary of the Texas Orthopaedic Association to be forwarded to the Board of Directors for appropriate action. Active members leaving the State of Texas to practice out of the State boundaries for a period in excess of twelve (12) months, shall revert to an Inactive status. Such members, on return to full time orthopaedic practice in the State of Texas, may reapply to the Secretary for return to Active status. Such request shall be forwarded to the Membership Committee for any indicated investigation prior to action by the Board of Directors.

  1. Emeritus Membership:
    Emeritus members may vote but shall not hold office and shall not be required to pay dues.

    1. An Active member who has reached the age of 70 and is no longer practicing medicine may be transferred to Emeritus status on written request to the Secretary and on approval of the Board of Directors.
     

  2. Resident-Fellow Membership:
    Resident-fellow members do not pay dues, vote or hold office.

Each candidate must:
Be an orthopaedic surgery resident or fellow participating full time in residency or fellowship in an approved orthopaedic residency program in Texas.

Upon completion or termination of residency or fellowship, the resident-fellow membership will automatically terminate. Resident-fellow members meeting the requirements of other classes of membership may apply to the Membership Committee for transfer to another class of membership with the approval of the Board of Directors.

  1. Military Membership:
    Military members are eligible for a one-half reduction of membership dues while they are in the service. If military members are deployed, they shall not pay dues.

Each candidate must be based in Texas, and;
Meet the same requirements as the Active or Emeritus members except they are in government service and they can hold a license to practice medicine from another state.

  1. Allied Health Provider Membership:
    Allied health provider members pay dues but do not vote. They may be appointed to a committee, in an ex-oficio capacity, at the discretion of the TOA Board of Directors.

Each candidate must:

  1. Graduate from a recognized and accredited professional school with certification as a Physician Assistant or Nurse Practitioner.

  2. Hold current licensure in the state of Texas.

  3. Practice profile is exclusively (100%) musculoskeletal.

  4. Applicant for membership must be sponsored by a physician member of the TOA.


Section 3. Election of Members:

  1. Application forms for Active, Associate, Military or Resident/Fellow Membership shall be sent to prospective members by the Secretary-Treasurer upon request of the Membership Committee, any member, or the applicant. Applications may be submitted electronically through the TOA website.

  2. Each application must include the names of two Active members who have agreed to serve as sponsors.

  3. The Secretary-Treasurer shall request letters of recommendation from the two Active sponsoring members and will forward these and application forms to the Membership Committee who will make recommendations to the Board of Directors.

  4. Two (2) months preceding the spring and fall meetings of the Board of Directors, the Membership Committee will send out a list of prospective members to the members of the Association. Each member will be requested to comment on each candidate, specifically commenting on the qualifications for membership of each candidate.

  5. One (1) month prior to the spring and fall meetings of the Board of Directors, the Membership Committee will review the applications and the comments received from the members of the Association, and make further investigations, as indicated, to determine qualification of candidates.

  6. The Membership Committee will report its recommendations to the Board of Directors. The Board of Directors shall make the final decision on the election or rejection of each applicant.

  7. Each new member will be notified in writing by the Secretary-Treasurer of the Texas Orthopaedic Association of the decision of the Board of Directors.

  8. The Board of Directors may vote to waive letters of recommendations during recruitment drives.

Section 4. Duties of Members:

  1. Each active member must at all times remain a member in good standing of the Association.

  2. Each active member must pay dues and assessments which may be levied by the Association on recommendation of the Board of Directors.

  3. Each member must at all times conduct himself in accordance with the principals and medical ethics as adopted by the American Medical Association and the American Academy of Orthopaedic Surgeons.

Section 5. Dues:

The fiscal year of the Association shall extend from January 1 through December 31. Dues unpaid by August 1 following the beginning of the fiscal year shall be considered delinquent. If dues are still unpaid by February 1 of the following year, the member will be notified that he/she will be dropped automatically from membership at the following annual meeting. Reinstatement may be granted by action of the Board of Directors.

Exceptions for active and associate members can be recommended by the Board of Directors. An example of such an exception would be if war is declared and members leave their practices to serve in the armed forces.

ARTICLE IV
Board of Directors
Section 1. Powers and Duties:

The affairs and activities of the Association shall be controlled and managed by or under the authority of the Board of Directors.

Section 2. Composition:

  1. The voting members of the Board of Directors shall consist of the following:

  1. The President, who shall also serve as the Chair of the Board of Directors.

  2. The additional officers of the Association. President Elect, Second President-Elect, Secretary-Treasurer, and Historian/Membership Committee Chair.

  3. The Immediate Past President.

  4. Representatives to the Board of Councilors of the American Academy of Orthopaedic Surgeons.

  5. The TOA Delegate to the Texas Medical Association House of Delegates.

  6. The Chairs of the Bylaw Committee, Legislative Committee, Socioeconomics Committee, Sub-Specialty and Allied Health Committee, Research and Education, and the current Program Committee Chair.

  7. A member elected from Residents or Fellows. The Resident/Fellow member must be serving in good standing in a duly recognized orthopedic residency or related fellowship program in Texas. The Resident/Fellow member must be nominated by the Nominating Committee and elected by the Membership. The Resident/Fellow member may be elected to a term of one year. The term of the Resident/Fellow member shall terminate at the end of one year, or on completion of the residency or fellowship whichever occurs first. In activities of the Board, the Resident/Fellow member may serve on committees, may vote, and may have the privilege of the floor, but may not serve as a chair of a committee.

  1. Ex-Officio Members are non-voting members of the Board of Directors:

  1. Future Annual Program Chairs

  2. Sub-Specialty and Allied Health Committee members one each from:

  • Pediatric Orthopaedics

  • Trauma

  • Foot & Ankle (Podiatry)

  • Spine

  • Hand/Upper extremity

  • PT Issues

  • Sports Medicine

  1. TSSM President

  2. T-BONES member

  3. TMA Alternate REP

  4. Resident Issues Chair and Alternate Resident Representative to the Board

  5. TOA Chief Executive Officer

Section 3. Meetings:

The regular meetings of the Board of Directors shall be held during each annual meeting of the Association and at such other times as the Chair may designate for the transaction of such business as may come before the Board.

Section 4. Duties of the Board of Directors:

  1. The Board of Directors shall receive and consider reports and recommendations from Committees, and act on these communications in accordance with the Bylaws.

  2. The Board of Directors shall be responsible for all fiduciary matters concerning the Association including the determination of annual dues and assessments.

Section 5. Quorum:

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. In the absence of a majority of members at any meeting of the Board, the members present may adjourn the meeting.

ARTICLE V
Officers
Section 1. Officers:

The officers of the Association shall be active members of the Association and shall consist of President, President Elect, Second President-Elect, Secretary-Treasurer, and Historian/Membership Committee Chair.

Section 2. Election:

The officers of the Association shall be elected at each Annual Meeting following recommendations for each office submitted by the Nominating Committee, and nominations from the floor.

Section 3. Term of Office:

  1. Each officer shall hold office for one (1) year or until his/her successor is elected and has qualified.

  2. The Secretary-Treasurer and Historian/Membership Committee Chair may be re-elected. The terms of office shall begin at the close of the Annual Meeting and shall end at the close of the next Annual Meeting.

Section 4. Duties:

  1. The President shall:

  1. Preside at all meetings of the Association, the Executive Committee and the Board of Directors.

  2. Appoint, with the approval of the Board of Directors, all Committee Chairmen except the Chair of the Executive Committee and the Chair of the Membership Committee hereinafter provided.

  3. Carry out the expressed wishes of the Association and the Board of Directors.

  4. Serve as an ex-officio member of all Committees except the Nominating Committee.

  5. Countersign the applications for the deposition of the funds of the Association in any bank and shall be authorized to withdraw funds in the event of the disability of the Secretary-Treasurer to act.

  1. The President-Elect shall:

    1. In the absence of the President or in the event of his/her inability or refusal to act or resignation, the President-Elect shall perform all the duties of, and have the powers of the President.
    2. Contact members he/she has selected for committee appointments to serve during his/her term as President. These recommendations for appointments should be completed and submitted in writing to the TOA Board of Directors for approval at the Board meeting held during the Annual Meeting.

  1. The Second President-Elect shall:

Participate in meetings as an officer of the Association.

  1. The Secretary-Treasurer shall:

  1. Keep all minutes of the Association, of the Executive Committee, and of the Board of Directors.

  2. Maintain an accurate and current roster of Association members.

  3. Send out all notices of meetings of the Association and of the Board of Directors.

  4. Be responsible for all correspondence pertaining to actions taken by the Board of Directors.

  5. Cause a certificate of membership and a copy of the Bylaws to be sent to each new active member of the Association.

  6. Serve as Chief Financial Officer of the Association with general supervision over the care and custody of the funds of the Association, and collect all dues.

  7. Prepare an annual financial report for presentation at the Annual Meeting.

  8. Have such other powers and perform such other duties as may be prescribed for him/her from time to time by the Board of Directors or pursuant to these Bylaws.

  9. Propose a budget for the Board of Directors to review and approve.

  1. The Historian/Membership and Professional Ethics Committee Chair shall:

  1. Prepare an historical account of the activities of the Association with updating from time to time.

  2. Keep copies of all scientific programs presented and records of attendance at meetings of the Association.

  3. Keep all records and information pertaining to the History of the Association.

  4. A current membership directory will be accessible to the members through the Association website or in a printed version.

  5. Serve as Chair of the Membership Committee and Professional Ethics Committee and monitor membership recruitment, retention, and disciplinary action.

Section 4. Vacancy:

Vacancy in any office for any reason shall be filled by majority vote of the Board of Directors until the next annual meeting, except the office of President as provided in ARTICLE V Section B1. of these Bylaws.

Section 5. Compensation:

No director or officer shall receive directly or indirectly any salary or compensation for his/her services.

ARTICLE VI
Committees
Section 1. Quorum:
Fifty (50) percent of the members of any Committee shall constitute a quorum for transaction of business.

Section 2. Standing Committees:

These shall be:

  1. Bylaws Committee

  2. Executive Committee

  3. Legislative Committee

  4. Research and Education Committee

  5. Socioeconomic Committee

  6. Sub-Specialty and Allied Health

  7. Membership and Professional Ethics
     

  1. Bylaws Committee:
    The Bylaws Committee shall consist of member(s) appointed by the President of the Association with the approval of the Board of Directors.

    The Bylaws Committee shall review the current Bylaws bi-annually and make recommendations to the Board of Directors for changes and amendments.
     

  2. Executive Committee:

  1. The Executive Committee shall consist of the officers of the Association and the Immediate Past President of the Association.

  2. Between meetings of the Board of Directors the Executive Committee shall have the authority to exercise powers of the Board of Directors within the limits of the Constitution and Bylaws of the Association. Action of the Executive Committee shall be presented to the Board of Directors for approval at its next meeting.

  3. The Executive Committee shall meet at the call and discretion of the President.

  1. Legislative Committee:

The Legislative Committee shall consist of the Delegates to TMA; the members of the Board of Councilors of AAOS and two members appointed by the Board of Directors. The Chair shall be selected by the President.

Professional Liability Committee:

The Professional Liability Committee shall consist of a Chair and members appointed by the President with the approval of the Board of Directors. The purpose of this Committee shall be to consider issues involving professional liability and patient advocacy primarily relating to orthopaedic surgery in Texas.

4. Research and Education Committee:

The Research and Education Committee shall consist of a Chair and members appointed by the President with the approval of the Board of Directors. The purpose of this Committee shall be to promote public education of Orthopaedic Surgery as well as to assist the Program Committee in planning TOA CME Programming.

Program Committee:

This Program Committee is in charge of presenting the scientific program of the annual Texas Orthopaedic Association meeting. The Chair and members of this Committee are selected by the President of the Association.


CME Program Chair:

The Chair of the Research and Education Committee shall be the CME Program Chair. The purpose of the CME Program Chair is to increase the knowledge in the area of musculoskeletal health, disseminate updates in technical developments and research to musculoskeletal health care providers, foster the most cost efficient, patient centered, professional treatment of musculoskeletal disease and injuries available, and meeting or exceeding the Essential Areas and Policies of the Texas Medical Association intrastate CME accreditation program. The Chair of this Committee is selected by the President of the Association.

  1. Socioeconomic Committee:

The Socioeconomic Committee shall consist of the Chair and members appointed by the Board of Directors. The Committee will also advise the Association of current and expected socioeconomic issues that involve orthopaedics so that policy can be formulated. The Worker’s Compensation and Ancillary Services Committee will consolidate under the Socioeconomic Committee.
 

  1. Subspecialty and Allied Health Committee:

The Subspecialty and Allied Health Committee shall consist of a Chair and members appointed by the President with the approval of the Board of Directors. The purpose of this Committee is to be a resource for the Officers of the Association so that timely and well informed responses can be formulated in response to queries from other organizations.

The Committee will also advise the Association of current and expected socioeconomic issues that involve orthopaedics and its sub-specialties so that policy can be formulated.

  1. Membership and Professional Ethics Committee:

The Membership and Professional Ethics Committee shall consist of the Historian/ Membership Committee Chair, who shall act as Chair, and four (4) members appointed by the Board of Directors. Committee appointments of members shall be made with an equitable geographic distribution in mind.

The Membership and Professional Ethics Committee shall:

  1. Investigate the acceptability of all candidates and make recommendations to the Board of Directors about each candidate.

  2. Forward a list of qualified applicants to the Secretary-Treasurer so it can be distributed to the Membership twice a year prior to the Annual Meeting.

  3. Investigate reports of violations of the Principals of Medical Ethics of the American Medical Association or the American Academy of Orthopaedic Surgeons Standard of Professionalism, to present to the Board of Directors during a regularly called meeting. Enforce the Board of Directors’ decision on continued membership or expulsion.

Section 3. AD HOC Committees:

  1. Appointed by President as needed with Executive Committee approval.

  2. Term of Service is one year and may be reappointed as needed

  3. Specific purpose and measure of completion defined prospectively.

  4. Nominating Committee shall no longer serve as a standing committee, but will report directly to the President.

The Nominating Committee shall consist of the immediate Past President, as Chair, and four (4) Active members elected from the floor at the Annual Meeting.

The Nominating Committee shall:

  1. Present its recommendations for the office of President-Elect, Second President-Elect, Secretary-Treasurer, and Historian/Membership Committee Chair at the Annual Meeting.

  2. Make recommendations for Councilor(s) from the Texas Orthopaedic Association to the Board of Councilors of the American Academy of Orthopaedic Surgeons for election at the annual business meeting. The Nominating Committee will entertain members’ suggestions for candidates for Councilor(s).

  3. Make recommendations for Delegate and Alternate Delegate to the TMA House of Delegates.

ARTICLE VII
Meetings of Members
Section 1. Annual Meeting:

There shall be an Annual Meeting of the members of the Association.

  1. During the Annual Meeting of the Association there shall be a Business Meeting of the members present to transact such business as the Board of Directors and Executive Committee deem appropriate, and to transact such other business as may come before the meeting.

  2. Notice of the Annual Meeting shall be in writing, setting forth the place, date and hour of the Meeting, at least thirty (30) days prior to the Meeting.

Section 2. Special Meetings (including interim) may be called:

  1. By the President with approval of the Board of Directors.

  2. By not less than fifty (50) members of the Association for a specific purpose.

  3. Notification of a special meeting will be made to the membership by the Secretary-Treasurer as to the time, place and purpose of the meeting.

Section 3. Vote of the Membership:

  1. All questions shall be decided by a majority vote of the members present at a meeting except as otherwise stated in these Bylaws.

  2. Voting may be by voice, show of hands or rising.

  3. A request for secret ballot by a member on any matter must may be granted.

  4. No proxy votes will be honored.

  5. Fifty (50) voting members of the Association shall constitute a quorum at any regular or special meeting.

  6. If a quorum is not present at any regular or special meeting, voting may be processed by mail or secure electronic ballot.

  7. Electronic Voting
    Anywhere in these Bylaws where notices are required or voting is conducted, it may be done by electronic means, in whole or in part, under terms approved by the President so long as the procedure ensures the right of all to vote and reasonably protects the confidentiality of each member’s vote.

ARTICLE VIII
Amendments
Section 1:

Amendments may be proposed by the Bylaws Committee in accordance with the Bylaws, or upon direction of the Board of Directors.

Section 2:

Proposed amendments to the Constitution or Bylaws may be submitted in writing to the Secretary of the Association and signed by five (5) active members, not less than sixty (60) days prior to the next Annual Meeting.

Section 3:

All proposed amendments shall be referred to the Bylaws Committee for review and recommendations to the Board of Directors, and to the membership at the next Annual Meeting.

Section 4:

Copies of the proposed amendment(s) shall be sent by the Secretary- Treasurer of the Association to each active member thirty (30) days prior to the Annual meeting.

Section 5:

Proposed amendments shall be voted upon at the business session of the Annual Meeting, with affirmation of three-fourths (3/4) votes of those members present required for adoption.

ARTICLE IX
Delegates to the Texas Medical Association
A Delegate and an Alternate Delegate from the Association to the TMA House of Delegates, shall be appointed by the Board of Directors. These delegates will serve two (2) year terms beginning January 1 of the year following appointment; they may be reappointed for additional terms. These delegates also may serve as the Association’s representatives to the TMA Interspecialty Society Committee. Each committee delegate is eligible to serve an initial two (2) year term and three additional two (2) year terms.

ARTICLE X
Limited Liability for Directors and Officers

Directors and officers of the Association are not liable to the Association or its members for monetary damage for an act or omission in the trustee’s capacity as a trustee except in the following situations:
 

  1. A breach of a trustee’s duty of loyalty to the Association or its members;

  2. an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

  3. a transaction from which a trustee received an improper benefit whether or not the benefit resulted from an action taken within the scope of the trustee’s office; or

  4. an act or omission for which the liability of the trustee is expressly provided for by statute.

Bylaws Revisions were approved by the TOA Membership: April 18, 2015.
Bylaws Revisions were approved by the TOA Membership: February 7, 2020.

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