Bylaws Changes noted in italics
The following Bylaw amendments are proposed by the AAO-HNS membership during the 2020 election.
Proposed bylaws change #1: Article IV. Section 4.04. Removal of Board Members
An elected member of the Board of Directors 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 member of the Board of Directors 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 initiate a removal action. 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:
- Has been declared of unsound mind by a final order of court;
- Has been convicted of a felony:
- Has been found by a final order of court to have breached a duty in Section 29-406-30 through 29-406-33 of the District of Columbia Nonprofit Corporations Act of 2010;
- Has failed to attend three consecutive meetings of the Board of Directors without good cause or approval of such absences by the President; or
- 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.
Proposed bylaws change #2: 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
- Verified impairment or health/ mental health issues that prevent the officer from carrying out his/her duties for a period of at least 90 consecutive days and which cannot be mitigated through reasonable accommodations Impairment or unresolved health / mental health issues that are considered detrimental to the integrity and mission of the Academy/Foundation
Proposed bylaws change #3: Article V. Section 5.08. Vacancies (replaces section 10.05)
5.08.1 Executive Vice President/CEO: In the event of a vacancy in the EVP/CEO position, 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 for the remainder of the unexpired term 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 after the vacancy is filled will serve a year as Secretary/Treasurer-Elect and then complete a four-year term as Secretary/Treasurer.