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2019 Approved Bylaw Amendments

Bylaws Changes

The following Bylaw amendments were approved by the AAO-HNS membership during the 2019 election. 

Approved bylaws change #1:  Article II. Section 2.01.  Categories of Membership and Voting. Change to allow Resident Members (international and domestic) the right to hold voting positions on Academy Committees.

All resident members (international and domestic) may hold voting positions on the Academy committees.

Approved bylaws change #2:  Article II. Section 2.01.  Categories of Membership and Voting.  Change to allow International Members the right to hold voting positions on Academy Committees.

International members including Fellows, regular, member-in-training may hold voting positions on the Academy committees.

Approved bylaws change #3: Article II. Section 2.19. Membership.  Create a new student member category.

Any person who is currently enrolled in medical school, undergraduate school, or high school, shall be eligible to become a Student Member.  

Approved bylaws change #4: Article II. Section 2.20.  Membership.  Create a new administrator member category. 

Any person who is currently working as an administrator for an otolaryngology practice shall be eligible to become an Administrator Member.  

Approved bylaws change #5: Article IV, Section 4.04.  Removal of Board of Directors

An elected member of the Board of Directors may be removed for cause with or without 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.  Such removal action may be taken at any regular or special meeting of the Board.  After initial investigation of the grounds for removal, a 2/3 vote of the Executive Committee will be required to call a special meeting of the Board of Directors.  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:

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

(2) Has been convicted of a felony:

(3) Has been found by a final order of court to have breached a duty as a director under part C of this subchapter;

(4) Has missed the number of board meetings specified in the articles of incorporation or bylaws, if the articles or bylaws at the beginning of the director’s current term provided that a director may be removed for missing the specified number of board meetings; or

(5) 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.

Approved bylaws change #6:  Article IV, Section 4.05. Vacancies (replaces section 10.05)

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.

Approved bylaws change #7:  Article V. 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:

  • Failure to fulfill the duties and requirements of the elected office or position as described in the bylaws
  • Unresolved conflicts of interest that are considered detrimental to the integrity and mission of the Academy/Foundation
  • Statements (written, spoken, social media, etc.) which are in conflict with, or considered detrimental to, the integrity and mission of the Academy / Foundation
  • Felony convictions
  • Loss of medical licensure for cause
  • Impairment or unresolved health / mental health issues that are considered detrimental to the integrity and mission of the Academy/Foundation

Approved bylaws change #8: Article V. Section 5.08. Vacancies (replaces section 10.05)

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.

5.08.1 Executive Vice President/CEO:  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 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 will serve a year as Secretary/Treasurer-Elect and then complete a four-year term as Secretary/Treasurer.

Approved bylaws change #9: Article VI. Section 6.05. Ethics Committee.Clarifies the number of voting members in years with a Chair-Elect.

The Ethics Committee shall consist of a Chair, who is an 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).