BYLAWS OF THE
OTOLARYNGOLOGY PROGRAM DIRECTORS ORGANIZATION


[A SUBDIVISION OF THE SOCIETY OF UNIVERSITY OTOLARYNGOLOGISTS HEAD AND NECK SURGEONS, INC. A District of Columbia non-profit Corporation]

October 24, 2008

TABLE OF CONTENTS

I. MEMBERSHIP
A. Class of Membership
B. Voting members
C. Non-Voting members
D. Procedure for Nomination, Recommendation, and Election
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. Vacancies
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

V. MISCELLANEOUS PROVISIONS
A. Parliamentary Authority

VI. AMENDMENTS TO BYLAWS



MEMBERSHIP
A. Classes of Membership
Full membership in the Otolaryngology Program Directors Organization (OPDO) is one full membership per Otolaryngology program. Full Membership may be Voting or Non-Voting.

B. Voting Members
1. Qualifications for Voting Membership
To be a voting member in the OPDO an individual must:
a. Hold a faculty appointment in an ACGME approved otolaryngology, head and neck surgery residency program or hold a faculty position in a department/division of otolaryngology at an LCME approved medical school.
b. Presently hold the position of Program Director, Associate Program Director, or Assistant Program Director.
c. Currently hold membership in the Society of University Otolaryngologists Head and Neck Surgeons (SUO) or have submitted an application for membership to the SUO.
d. If a voting member cannot be present at a meeting, he/she may designate another SUO member from his/her same program as the program’s voting representative.

C. Non-Voting Members
1. Qualifications for Non-Voting Membership
The qualifications for Voting and Non-Voting Membership are the same, with the exception that non-voting members do not hold a current SUO membership nor have submitted an application for membership to the SUO.

D. Procedure for Nomination, Recommendation, and Election
1. Procedure for Nomination
a. An application form signed by the Program Director of the applicant program shall be filed with the Secretary of the OPDO Executive Council at least one month before the annual meeting of the Society during which the applicant program is to be considered.
b. The application form will identify the representative for the candidate program and whether the membership is voting or non-voting.
c. The application must be accompanied by a letter from the Program Director or the program’s Chairman/Chief briefly describing the current graduate medical educational activities of the department/division and serving to illustrate the program’s commitment to further improving medical education and supporting the role of Program Director.
d. One month before the annual meeting of the OPDO, the Secretary will distribute to the OPDO Executive Council pertinent data concerning all of the nominee programs (confirmation of program’s accreditation, SUO membership, etc.).

2. Procedures for Recommendation
The OPDO Executive Council will carry out additional investigations of the programs, if necessary, including verification of SUO membership. The Council will meet preceding the annual Society meeting and recommend those candidates qualified for election. A nominee program may be reconsidered at three consecutive meetings of the OPDO Executive Council.

3. Procedure for Election
For the purposes of the first annual meeting, the OPDO executive council will vote by ballot on the candidate programs. The affirmative vote is two-thirds of the OPDO Executive Council. Thereafter, OPDO voting membership will vote by ballot on the candidates recommended by the OPDO Executive Council. The affirmative vote is four-fifths of the Voting Members present and voting.

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, to be held in conjunction with the SUO. Notice of the time and place of the annual meeting shall be sent to all Voting Members by the Secretary at least two months in advance.

F. Special Meetings
Special meetings of the Society may be called by the OPDO Executive Council provided that at least 30 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 be 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 OPDO 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 OPDO Executive Council shall have the power to drop from the membership rolls any member program that/whose: (1) fails to maintain interest in the purposes of the OPDO; (2) representative missed three consecutive annual meetings without excuse (this shall not apply to Non-Voting members); (3) fails to pay any applicable dues for more than one calendar year; (4) representative fails to retain good standing in the medical profession; and (5) fails to maintain ACGME accreditation.

I. Guests
Guests of the OPDO shall have the privilege of the floor at educational 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 OPDO shall be managed by its organization Board (herein referred to as the “Executive Council”). The Executive Council shall have all powers and responsibilities conferred upon it as a subdivision of a larger organization that is 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 OPDO, the SUO, 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 members of the Executive Council, both elected and ex-officio, shall be ten, with the exception of the first year where it will be nine. The Executive Council elected positions shall consist of the Chair, the Chair-elect, the Secretary, the immediate past Chair, and the three Members-at-large elected by the voting members. The Executive Council ex officio positions shall consist of the current Otolaryngology Residency Review Committee Chair, the current American Board of Otolaryngology Executive Director, and the current SUO secretary/Treasurer.

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

D. Vacancies
Vacancies occurring during the term of office of an officer shall be filled by the Executive Council. A member elected to fill a vacancy shall remain 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 Chair or upon the written request of three or more officers.

F. Quorum
A majority of the Executive Council entitled to vote shall constitute a quorum for the transaction of business. Unless otherwise required by the SUO’s articles of the incorporation, these bylaws, the SUO’s bylaws, or by law, the act of a majority of the Executive Council entitled to vote present at a meeting at which a quorum is present shall be the act of the Council. 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 member of the OPDO 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 OPDO immediately after the adjournment of the meeting. Such right to dissent shall not apply to an officer of the Executive Council who voted in favor of such action.

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

I. Other Committees
The Executive Council or the Chair 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 Executive Committee or the Chair 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 council 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 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 council or any committee who is unable to be physically present at a meeting of the council or any committee, respectively, at which a quorum is physically present.


III. NOTICES
A. Form
Written, email, 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 officers or the members shall be delivered personally or by mail to the officers or the members at their addresses appearing on either the books of the SUO or the OPDO. Notice by mail shall be deemed given at the time when same shall be mailed. Notice to officers 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 Executive Council, 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 an officer at a meeting shall constitute a waiver of notice of such meeting, except pursuant to Article II, 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 Chair, a Chair-Elect, Secretary, and three Members-at-Large. The Executive Council may elect or appoint such other officers, assistant officers, and agents as it shall deem necessary.

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

C. Election of Officers
The officers are elected at the annual meeting. To be nominated for office, a member of the OPDO must be a Voting Member.

D. Term of Office
The Chair and Chair-elect shall be elected for one year and the Chair-elect shall automatically become Chair upon the close of the Chair’s term of office or earlier if the Chair shall be unable to conclude his or her term of office. The exception to this is the OPDO’s first Chair and Chair-Elect, who will each serve two year terms in the initial position. The Secretary and the Members-at-Large shall be elected for three years, with the Members-at-Large serving terms on a rotating basis.

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

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

G. Chair
The Chair shall be the presiding officer of the OPDO and shall have all powers and shall perform all duties commonly incident to and vested in the office of Chair. The Chair 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. The Chair shall prepare and file, present, or otherwise communicate with the American Board of Otolaryngology, Otolaryngology Residency Review Committee, and SUO on any needed, requested, or required reports, annual or otherwise.

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

I. Secretary
The Secretary 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 shall cause to be prepared and timely filed any such required annual reports to the SUO. The Secretary-Treasurer shall also perform such other duties as the Executive Council may assign.


V. MISCELLANEOUS PROVISIONS

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

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
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