Bylaws

(Adopted October 12, 1989)
(Revised October 1, 1993)

ARTICLE I

ORGANIZATION

The Phoenix Ophthalmological Society was for many years an unincorporated nonprofit association.  The Society became a nonprofit corporation pursuant to the laws of the State of Arizona on August 3, 1984, solelyfor the purposes of membership qualification and the right to the name “Phoenix Ophthalmological Society”.  The incorporated Society shall be deemed to be the successor-in-interest to the unincorporated Society.

ARTICLE II

QUALIFICATION FOR MEMBERSHIP

SECTION 1.       ACTIVE MEMBERSHIP

Active members shall be licensed practitioners of medicine who limit their practice to ophthalmology.  All active members must be certified by the American Board of Ophthalmology, Royal College of Surgeons (Canada), or by the American Osteopathic Board of Ophthalmology.

SECTION 2.       HONORARY MEMBERS

Honorary members shall be recommended by the Executive Committee and elected by a ¾ majority of the members voting.  They shall not be required to pay dues, shall not have the privilege of voting, and shall be ineligible for office.  Honorary members will pay the guest fee for meetings attended, and a reasonable fee for attendance at Society functions.

SECTION3.       SENIOR MEMBERS

Active members who are no longer engaged in the active practice of ophthalmology or have attained the age of 70 may elect to become Senior Members by written request to the Executive Committee.  Senior members shall not have the privilege of voting or holding office.  They may serve as committee chairman or members of committees.  They shall be carried on the society roster and be invited to all scientific and social functions.  They may attend business meetings.  They shall pay no regular dues, but shall be billed by the secretary a reasonable charge for their attendance at a Society function.  

ARTICLE III

ELECTION TO MEMBERSHIP

SECTION 1.       ACTIVE MEMBERSHIP

Applicants for active membership shall be board eligible ophthalmologists at the time of application and board certified when the membership vote is taken.

An applicant shall submit to the Secretary of the Society an application, a letter of intent, curriculum vitae, a letter of sponsorship from one active member of the Society, and letters of recommendation from two ophthalmologists familiar with their prior experience over the three years preceding the time of the application, preferably one from the place of residency.  The secretary will mail a copy of the curriculum vitae to all members of the Society.

Any problems pertaining to applicant credentials will be resolved by a committee consisting of the immediate past president and a total of four active members selected from each of the following regions: 1) Central, 2) Mesa/Tempe, 3) Sun City, 4) Scottsdale/Paradise Valley.

The applicant must attend, as a paying guest, 50% of the scientific meetings held during a one year time.  The first meeting of each applicant may be attended at no charge to themselves, but as a courtesyof the Society.  The applicant will be introduced by his or her sponsor at the first meeting attended, and introduced by the President or Secretary of the Society at subsequent meetings.

Election to active membership will take place at the first business meeting occurring one year after application.  Election shall require the approval of not less than ¾ of the active voting members who cast ballots.  Abstentions will not be included, and the vote will be by secret ballot.

SECTION 2.       OPHTHALMOLOGISTS IN MILITARY SERVICE

Ophthalmologists in the military service may apply for active membership or will be welcome to attend meetings as paying guests for an indefinite period of time.

SECTION 3.       REAPPLICATION FOR MEMBERSHIP

Unsuccessful candidates may reapply for active membership anytime after two years following rejection for membership.

ARTICLE IV

MEETINGS OF THE MEMBERSHIP

SECTION 1.       BUSINESS MEETINGS

At least one business meeting will be held each fiscal year.  The time and place shall be fixed by the President or Board of Directors and shall be stated in the Notice of Meeting mailed to active members.

SECTION 2.       SCIENTIFIC MEETINGS

All scientific meetings of the membership shall be held at such place as may be fixed from time to time by the Board of Directors or by the President, as shall be stated in the Notice of Meeting.  Local non-member ophthalmologists who are eligible for membership, but who have not applied may attend not more than one scientific meeting, as a guest, each year.  Attendance at such meetings by guests will be by invitation of member(s) only.

SECTION 3.       SOCIAL MEETINGS

There shall be at least one social meeting of the Society annually to be held at such time and place as the membership determines.

SECTION 4.       SPECIAL MEETINGS

Special meetings may be called by the President at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of not less than 10 percent of the members entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

SECTION 5.       NOTICES OF MEETING

The Secretary-Treasurer shall prepare and maintain a complete and current list of members, by class, entitled to attend membership meetings, such list to show the address and name of each member.  Notices of Meeting shall be dispatched by the Secretary-Treasurer at least seven (7) calendar days prior to any scheduled meeting.  With respect to such special meetings, business transacted at same shall be limited to the purpose stated in the corresponding Notice.  Members entitled to vote at such meeting shall be determined as of 4 o’ clock in the afternoon on the date before Notice of the meeting is dispatched.

SECTION 6.       QUORUM AND ADJOURNMENT

A quorum shall consist of 20% of the Active Members.  If a quorum is not present at any meeting of the membership, the members entitled to vote at the meeting shall have the power to adjourn the meeting to another time or place.

SECTION 7.       MAJORITY REQUIRED

When a quorum is present at the meeting, the vote of a majority of the votes cast by the membership present which is eligible to vote on a particular question shall decide the question brought before such meeting, unless the question is one upon which, by express provision of statute, the Articles of Incorporation, or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

ARTICLE V

OFFICERS

SECTION 1.       DESIGNATION OF TITLES

The principal officers of the Society shall be chosen by the membership and shall be a President, a President-Elect, and a Secretary-Treasurer.  The Board of Directors may also choose additional officers such as one or more Vice Presidents or one or more Assistant Secretaries and Assistant Treasurers.  No more than one office may be held by the same person.  Upon taking office, the President, President-Elect, Secretary-Treasurer and immediate Past-President, of the Society shall also automatically be members of the Society’s Board of Directors.

SECTION 2.       ELECTION OF OFFICERS

Regular elections of officers shall be held at the lastbusiness or scientific meeting of the Membership scheduled during the fiscal year.  The President of the Society shall appoint a Nominating Committee consisting of the three immediate available past presidents of the Society then active in the Society.  Said committee will present nominations for the offices of President, President-Elect, Secretary-Treasurer and the Directors.  Additional nominations for such offices maybe made from the floor.  Voting shall be by secret ballot if there is morethan one candidate for the office in question.  The current President-Elect and newly elected Secretary-Treasurer will assume their respective offices effective July 1 of the ensuing fiscal year of the Society.  If any officer is unable to complete his or her term of office, a special election of the Society’s membership may be called and held for purposes of filling such vacancy.  Elections shall be by simple majority of the votes cast by voting active members.

SECTION 3.       PRESIDENT

The President shall preside at all meetings of the Membership and the Board of Directors.  He or she shall sign all contracts and agreements, and other instruments requiring execution on behalf of the Society, and shall act as head of the Society, subject to policies established by the Board of Directors.

SECTION 4.       PRESIDENT-ELECT

The President-Elect shall arrange for guest speakers for each scientific meeting.  He shall perform as President in the event of the President’s temporary absence or in case of his or her temporary inability to act.

SECTION 5.       SECRETARY-TREASURER

The Secretary-Treasurer shall see that the minutes of all meetings of the Membership and the Board of Directors, and of any committees thereof, are kept.  He or she shall have charge of all of the books, records, property, and funds of the Society.  The Secretary-Treasurer shall issue Notices of Membership and/or Board meetings on a timely basis, and arrange for such dinners as may be required by the Society.  He or she shall annually publish a copy of the Articles of Incorporation and Bylaws of the Society, together with a roster of all members (designating the type of membership of each) and such other information as may be deemed desirable by the Society.  This information shall be mailed to the entire membership.  The Secretary-Treasurer shall bill all members for annual dues after August 1 of each fiscal year, and shall inform the Society of any member’s failure to pay dues by the subsequent October 1.  He or she shall see to the deposit of the funds of the Society in such bank or banks as the Board of Directors my designate.  Regular books of account shall be kept under his or her direction and supervision, and he or she shall render financial statements to the President, the Directors, and the Membershipat proper times.  The Secretary-Treasurer shall, except to the extent that the President has undertaken same, be responsible for all correspondence on behalf of the Society.

SECTION 6.       ASSISTANT SECRETARIES AND ASSISTANT TREASURERS

There shall be as many Assistant Secretaries and/or Assistant Treasurers as may be determined by the Board of Directorsfrom time to time.  Said officers, to the extent the duties of the Secretary-Treasurer have been delegated to same, shall perform those functions on behalf of the Society.

SECTION 7.       COMPENSATION

Services rendered to the Society by its officers, or by employees of said officers, or by employees of the medical practices to which the respective officers belong, may be compensated by the Society at the discretion of the Executive Committee.

ARTICLE VI

DIRECTORS

SECTION 1.       NUMBER

The number of directors which shall constitutethe whole Board shall be at least three (3) and no more than seven (7).  The President, President-Elect, Secretary-Treasurer, and immediate Past-President of the Society shall, by virtue of their office, be members of the Board for so long as such offices are held.  The remaining Director (s), if any for the ensuing year shall be elected at the last scientific or business meeting of the Membership held during the prior fiscal year, except as provided in Section 2 of this Article.  Such newly-elected Directors shall assume the duties of such office effective July 1 of the fiscal year for which they are elected.  Each director will serve for one (1) year.  They may be re-elected.  Directors shall be active members.

SECTION 2.       VACANCIES

Vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining directors then in office, and the directors so chosen shall hold office until the next annual election and until their successorsare duly qualified, unless sooner displaced (for example, by the successor to the President and/or Secretary-Treasurer, whose resignation may have originally created the vacancy on the Board).  If there are no directors in office, then an election of directors may be held in the manner provided herein.

SECTION 3.       POWERS

The business and affairs of the Society shall be managed by its Board of Directors which may exercise all such powers for and on behalf of the Society and do all such lawful acts as are not by statue, the Articles of Incorporation, or these Bylaws, directed or required to be exercised or done by the members.

SECTION 4.       PLACE OF MEETING

The Board of Directors of the Society may hold meetings, both regular and special, either within or without the State of Arizona.

SECTION 5.       ANNUAL MEETINGS

The first meeting of each newly-elected Board of Directors shall be held between the date the members thereof assume office (July1) and the first regularly scheduled meeting of the Society for that fiscal year.  The time and place of such meeting shall be specified in a notice given by the Secretary-Treasurer as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver of all directors.

SECTION 6.       REGULAR MEETINGS

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 7.       SPECIAL MEETINGS

Special meetings of the Board may be called by the President or the Secretary-Treasurer on one (1) day’s notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called by the President or Secretary-Treasurer in like manner and on like notices on the written request of two (2) directors, where more than one (1) directors serves on the Board.

SECTION 8.       QUORUM

A majority of the membership of the Board of Directors shall constitute a quorum and the concurrence of a majority of those present shall be sufficient to conduct the business of the Board, except as may be otherwise specifically provided by statue orby the Articles of Incorporation.  The President shall only vote in the event of a tie.  If a quorum shall not be present at any meeting of the Board of Directors, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.  Robert’s Rules of Order shall be followed.

SECTION 9.       ACTION WITHOUT MEETING

Unless otherwise restricted by the Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are with the minutes of proceedings of the Board of Directors.

SECTION 10.       WAIVER OF NOTICE

Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Any director may waive notice of any regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

SECTION 11.       COMMITTEES

The Board shall establish such committees as are contemplated in these Bylaws, together with any other committees as the Board may from time to time deem appropriate.

ARTICLE VII

DUES AND ASSESSMENTS

The annual dues for members shall be fixed by the Board of Directors as of August 1 of the then current fiscal year.  Special assessments may be levied with the approval of at least two-thirds(2/3) of the voting active members in good standing present at the meeting at which the vote on such assessment was taken.  Guest fees paid during the fiscal year by a non-member will be credited to the dues payment for that fiscal year if that individual becomes a member during that year.  Any member who has not paid dues and/or any assessment in full from the previous fiscal yearby September 1 of the following fiscal year shall thereupon be dropped from the membership rolls.  Any such former member may apply for reinstatement of membership provided an amount equal to twice the amount in arrears is tendered with such application.  The approval of three-fourths (3/4) of the active voting members present at the meeting taking up such application is necessary for such membership reinstatement.  If reinstatement is denied, there will be no refund of 50 percent of the sums tendered with such application there for.  If reinstatement is denied, the former member shall fall within the scope of ArticleIII, Section 3 hereof.  Relief from the timely payment of dues and/or assessments on account of catastrophic illness or other extenuating circumstances may be approved by a simple majority of the active members present at the first regular scientific meeting following the Secretary-Treasurer’s receipt of a letter from the delinquent member or representative requesting relief and enumerating the circumstances relating thereto.

ARTICLE VIII

FISCAL YEAR

The Society’s fiscal year shall run from July 1 through June 30.

ARTICLE IX

ORDER OF BUSINESS

The order of business at each business meeting of the Society shall be as follows:

• Call to Order
• Reading of the Minutes
• Unfinished Business
• New Business
• Adjournment

The order of the scientific meeting will be established by the President.

ARTICLE X

ETHICS

SECTION 1.       GENERAL

Members of the Society shall adhere to the Code of Ethics of the American Academy of Ophthalmology, Inc. and the provisions contained in this Article X.

SECTION 2. COMMUNICATIONS TO PUBLIC

Communications by members of the Phoenix Ophthalmological Society to the public must be accurate.  The form of such communications should be designed to convey the information therein in a direct dignified andreadily comprehensible manner.  They mustnot convey false, untrue, deceptive, or misleading information through statements, testimonials, photographs, graphics or other mean.  They must not omit material information without which thecommunications would be misleading.  Communication must not appeal to an individual’s anxiety in an excessive or unfair way; and they must not create unjustified expectations of results.  If communications refer to benefits or other attributes of ophthalmic procedures that involve significant risks, realistic assessments of their safety and efficacy must also be included, as well as the availability of alternatives and, where necessary to avoid deception descriptions and/or assessments of the benefits or other attributes of those alternatives.  Communications must not misrepresent an ophthalmologist’scredentials, training, experience or ability, and must not contain claims of superiority that cannot be substantiated.  If a communication results from payment by an ophthalmologist, this must be disclosed unless the nature, format or medium makes it apparent.  Material noncompliance with this Section 2 by a member may result in the initiation of sanctions as set forth in Section 5 below.

SECTION 3.       EXEMPTIONS

Case by case exemptions from Section 2 above shall be considered by the Society’s Ethics Judiciary Committee, which shall consist of the Secretary-Treasurer (acting as Chairman of the Committee), the President-Elect, the current President, the Active member (other than the current President) who most recently served as President of the Society, and the person most recently elected to active membership (other than a reinstatedmembership in the Society).  Such member to be chosen by lot from among those most recently elected to membership if more than one person was elected to active membership on the same date.  On any matter taken up with the Ethics Judiciary Committee with respect to Article X of these Bylaws, the Committee’s position shall be that which is approved by at least three (3) of the members thereof.  The Ethics Judiciary Committee shall then prepare its recommendations with respect to the requested exemptions to the Society.  After at least 10 days written notice to the membership (by way of a meeting agenda or otherwise) concerning proposed action on any particular exemption request, the Ethics Judiciary Committee shall present its recommendation to the Society, which shall in turn vote (by secret ballot in closed session) on the requested exemption  from Section 2 above.  The grant of any such exemption shall require the approval of at least two thirds (2/3) of the active voting members in good standing present at the meeting at which the matter was taken up.

SECTION 4.       EXEMPTION UPON APPLICATION FOR MEMBERSHIP

All applicants for membership who desire immediate exemption from Section2 hereof, must submit their request for same, describing in detail the proposed nature, format and medium of their advertising, with their application.  Such requestshall be processed as set forth in Section 3 above.  Such processing shall not be construed as any assurance by the Society that the applicant will be admitted to membership or the exemption granted.

SECTION 5.       BREACH OF ETHICS

In the event of any allegation, lodged by a Society member with the ethics Judiciary Committee, that another member has since adoption of these Bylaws been innoncompliance with Article X, or the terms of any exemption therefrom granted pursuant to Section 3, the matter shall be preliminarily investigated by the Ethics Judiciary Committee.  Should the Chairman of the committee determine, based on a preliminary review of the matter, that there is insufficient information on which to base a thorough investigation, or that the matter is patently frivolous or inconsequential, the Chairman shall so advise the Ethics Judiciary Committee, which shall in turn determine whether the matter justifies further investigation.  If the Committee determines that the matter should be dropped, the Chairman shall advise the member who made the allegation of such disposition.  If the Chairman determines that a valid and actionable matter has been brought to the Committee’s attention, the Committee shall conduct an investigation into the specific facts or circumstances to the extent necessary in order to clarify, expand or corroborate the information provided by the alleging member in order to determine whether it was appropriately raised under theseBylaws.  In the  course of an investigation (other than preliminary) involving alleged breach (es) of this Article X, the Committee shall advise the member whose conduct is the subject of the investigation in writing, with such notice to allow said member at least 20 days within which to prepare for any hearing on the matter before the Committee.  Should the Committee determine that the member whose conduct is the subject of the investigation failed to observe Article X or any exemption granted pursuant to Section 3 of this Article X, the Committee shall, in addition to communicatingsuch determination to the Society’s members, recommend to the membership an appropriate sanction to be imposed upon said member.  Sanctions may include a reprimand, suspension from membership for a designated period, or termination of membership of the Society.  The Society shall then determine, by the affirmative vote of two-thirds (2/3) of the voting active members in good standing present (using a secret ballot in closed session), whether the sanction recommended by the Committee shall be adopted, or whether a lessersanction (including no sanction whatsoever) would be appropriate under the circumstances.  Notwithstanding any language to the contrary in these Bylaws, no member shall be deprived of his or her membership in the Society for any violation of the Bylaws without the approval of three-fourths (3/4) of the active membership in good standing (using a secret ballot in closed session) voting at the meeting at which such matter is taken up.

ARTICLE XI

DISSOLUTION

At such time as this Society shall be dissolved, all of its remaining assets, if any, shall be donated to the National Society for the Prevention of Blindness.

ARTICLE XII

AMENDMENTS

Proposed amendments to these Bylaws shall be read at one business meeting and mailed to the Active members at least seven (7) days prior to the next business meeting at which time they will be voted upon.  Adoption shall require two-thirds (2/3) affirmative vote of the members voting.  A quorum shall be present.

Proposed amendments to these Bylaws shall be read at one business meeting and mailed to the Active members at least seven (7) days prior to the next business meeting at which time they will be voted upon.  Adoption shall require two-thirds (2/3) affirmative vote of the members voting.  A quorum shall be present.

The name of the Society shall be the Phoenix Ophthalmological Society.

ARTICLE II—OBJECTS

The object of this Society shall be the advancement of and dissemination of knowledge of the subject of ophthalmology and the promotion of better personal and professional relationships among its members.

ARTICLE III—MEMBERSHIP

Membership shall be active, associate, affiliate and honorary according to the provisions of the Bylaws.

ARTICLE IV—MEETINGS

Meetings shall be held regularly as provided by the Bylaws.

ARTICLE V—OFFICERS

The officers of this Society shall be a President, President-Elect, and Secretary-Treasurer and will be designated as the Executive Committee.

ARTICLE VI—COMMITTEES

Committees for special purposes shall be created as may be directed by the Society.

ARTICLE VII—FUNDS

Funds shall be created for the Society as may be provided in the Bylaws.

ARTICLE VIII—ETHICS

The members of the Society shall conform to the Principle of Ethics of the American Medical Association and this Society.

ARTICLE IX—AMENDMENTS

Proposed amendments to the constitution of the Society shall be submitted in writing at a regular meeting and shall be voted on by active members in good standing at the next business meeting.  Adoption shall require 2/3 affirmative vote of the members present at the meeting.

Amendments

AMENDMENTS TO THE BYLAWS OF THE PHOENIX OPHTHALMOLOGICAL SOCIETY

AMENDMENT TO ARTICLE II:         QUALIFCATION FOR MEMBERSHIP

SECTION 4.         ASSOCIATE MEMBERS

An Associate member may or may not be an ophthalmologist, but must hold a degree of Doctor of Medicine, or Doctor of Osteopathy, and be engaged in a field related to ophthalmology.  Associate members have the same privileges and obligations of membership as Active members, except that they may not hold office, or vote on membership, bylaws or articles of the Society.

SECTION 5.         INACTIVE MEMBERS

An Inactive member is a practicing physician who withdraws from paying dues for an indefinite time.  During that time, the Inactive member has no voting privileges and does not receive any meeting announcements or mailings.  If an Inactive member attends a meeting, they will pay a guest fee.  To be reinstated to Active status, they would have to pay the dues for that year.

AMENDMENT TO ARTICLE III:         ELECTION TO MEMBERSHIP

SECTION 1, PARAGRAPH 2.         ACTIVE MEMBERSHIP                 (12/4/08)

An applicant shall submit to the Secretary of the Society an application, a letter of intent, a curriculum vitae, a letter of sponsorship from one active member of the Society, and a letter of recommendation from one ophthalmologist familiar with their prior experience over the three years precedingthe time of the application, preferably from the place of residency.  The secretary will mail a copy of the curriculum vitae to all members of the Society.

SECTION 4.         ASSOCIATE MEMBERSHIP

Applicants for Associate membership shall submit to the Secretary of the Society the same criteria as those applicants applying for Active membership.  The applicant for Associate membership shall abide by the same rulesas an applicant for Active membership.  Election to Associate membership shall take place in the same manner as those being elected to Active membership.