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OPSO Bylaws
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OSTEOPATHIC PHYSICIANS & SURGEONS OF OREGON, INC.

BY-LAWS

(Amended 9/25/10)


ARTICLE I ‑ GENERAL PROVISIONS


Section 1. The name of this Association shall be the Osteopathic Physicians & Surgeons of Oregon, Inc. and its duration shall be perpetual.


Section 2. The purposes of this Association shall be those set forth in the Articles of Incorporation.


Section 3. The Association shall function as a divisional society of the American Osteopathic Association and shall be subject to the Constitution, By‑laws and Code of Ethics of the American Osteopathic Association.


ARTICLE II ‑ MEMBERSHIP


Section 1. Membership in this Association may be granted to any individual who meets the following requirements: is a graduate of an osteopathic college recognized by the American Osteopathic Association; is legally and ethically practicing as an osteopathic physician and surgeon in the State of Oregon; and has made payment of dues as set forth in these By‑laws.


Section 2. Associate Membership may be granted to any individual who is a graduate of a college recognized by the American Osteopathic Association and meets one of the following requirements: is a physician practicing outside of the State of Oregon; is a physician residing within the State of Oregon who has retired and is not eligible for membership under the provisions of Section 5 of this Article.


Section 3. Student Membership may be granted to any individual who is a student in good standing of a college recognized by the American Osteopathic Association, or graduate of a recognized college who is an intern or resident. Such members shall have all the privileges and duties of regular members but shall not be required to pay dues or assessments.


Section 4. Honorary Life Membership may be conferred on any person who has been a member in good standing for 25 years, and has rendered outstanding service to the profession at either the State or National level; or, is recommended for such membership by official action of his local or district society. Such members shall enjoy all the privileges and duties of membership but shall not be required to pay dues or assessments.


Section 5. Life Membership may be granted to any individual who has reached the age of 70 years and has been a member in good standing for 25 consecutive years immediately preceding. Such members shall have all the privileges and duties of regular members but shall not be required to pay dues or assessments.


Section 6. Institutional Membership may be granted to an osteopathic hospital which is accredited by a recognized accrediting agency. The Board of Directors shall determine the dues of the institutional member annually. Institutional members shall not have voting privileges.


Section 7. Corporate Membership may be granted to any corporate or business entity upon application and payment of dues as established by the Board of Directors. Corporate members shall not have voting privileges.


Section 8. Upon receipt of the completed application for membership and dues from an eligible individual, a member of the Board of Directors shall communicate with the applicant and report to the Board at its next meeting. The application shall be processed in accordance with policy and procedure established by the Board of Directors.


Section 9. Renewal of membership in the Association shall be automatic providing dues for the current year are received before the established deadline. Failure to renew membership for a period of five years shall require the application procedure provided for new members.


ARTICLE III ‑ FEES AND DUES


Section 1. The Board of Directors shall establish the dues for membership in the Association. Any change in dues shall be reported to the Membership at the annual convention preceding the proposed change.


Section 2. In order to encourage membership in the Association, the Secretary‑Treasurer may arrange for individuals to pay dues on an installment basis.


Section 3. The Board of Directors, at its discretion, may reduce the amount of dues charged to an individual member of the Association.


Section 4. Delinquency - a member shall be declared delinquent if dues for the current year are not received before June 1st. Reinstatement shall be automatic if dues are received by August 1st.


Section 5. To meet emergencies, the Board of Directors may levy such assessments as are considered necessary. Failure to pay such assessments shall incur the same penalty as failure to pay dues.


ARTICLE IV - MEETINGS


Section 1. The Annual Meeting of the Members and of the Board of Directors shall be held in conjunction with the OPSO Convention and Scientific Seminar each year.


Section 2. Special meetings of the Members may be called by the Board of Directors and/or any fifteen Members of the Association.


Section 3. The Board of Directors shall hold regular meetings four times annually. Special meetings of the Board shall be held at the call of the President or any three members of the Board.


Section 4. Notification of meetings. The Secretary-Treasurer shall provide notification for all meetings. Notification shall be delivered in writing to the members of the respective bodies not less than twenty days and no more than sixty days prior to the date of the meetings. The notification shall include the date, time, and place of the meetings.


Section 5. Every Member of the Association or Member of the Board of Directors shall be entitled to one vote in the respective bodies. No Member shall be entitled to vote by proxy.


Section 6. Quorum. Those Members present at any annual or special meeting of the Members shall constitute a quorum. Seven Members of the Board shall constitute a quorum for meetings of the Board of Directors. A majority of votes entitled to be cast by the Members present shall be necessary for the adoption of any motion unless a greater proportion is required.


ARTICLE V ­- LEGISLATIVE AUTHORITY


Section 1. The legislative authority of the Association shall reside with the Members of the Association.


ARTICLE VI - BOARD OF DIRECTORS


Section 1. The affairs of the Osteopathic Physicians & Surgeons of Oregon, Inc. shall be managed by a Board of Directors.


Section 2. The Board of Directors shall consist of the President, President-Elect, Past-President, Vice-President, Secretary-Treasurer, five Directors elected at-large representing a geographical balance of the physicians in the State, one Director elected by the Oregon Chapter of the American College of Osteopathic Family Physicians, one Director who is an osteopathic medical student in good standing at an AOA-COCA accredited osteopathic medical school (referred to hereafter as the "medical student director”), and one Director who is an osteopathic medical school graduate enrolled in a graduate medical education program in Oregon (referred to hereafter as the "resident director”). All Board members shall be members of the Association.


Section 3. The Board of Directors shall supervise the funds of the Association and shall provide for a yearly audit of the financial records.


Section 4. The Board of Directors shall be the sole source of recommendations from the Association for appointments to statutory committees or Board which call for participation by the profession and for any other appointments to private or governmental agencies.


Section 5. The Board of Directors shall select the delegates and alternate delegates to the American Osteopathic Association. Delegates or alternates who are selected will serve for a period of one year beginning July 1st and shall be members of the American Osteopathic Association and the Osteopathic Physicians & Surgeons of Oregon, Inc.


ARTICLE VII - OFFICERS


Section 1. The officers of this Association shall be: President, President-Elect, Vice-President, Immediate Past-President, and Secretary-Treasurer. The duties of the officers shall be such as may be specified in these By-Laws and in parliamentary authority of the Association. The By-Laws, if applicable, take precedence.


ARTICLE VIII - DUTIES, TERMS, AND ELECTION OF OFFICERS


Section 1. The President shall preside at all meetings of the Board of Directors and Members and shall perform such other duties pertaining to that office.


Section 2. All election of Officers and Directors shall take place at the Annual Meeting of the Members. All persons selected to hold office in the Osteopathic Physicians and Surgeons of Oregon, Inc. must be Members in good standing of the Association and of the American Osteopathic Association.


Section 3. The term of office for the officers of the Association shall be for two years.


Section 4. The term of office for the Medical Student Director and the Resident Director shall be one year. The term of office for the Director representing the Oregon Chapter of the ACOFP and the At-Large Directors shall be two years.


Section 5. The President shall automatically succeed to the position of Past-President at the close of his office. Under normal circumstances, the President-Elect will be automatically elected to the position of President.


Section 6. Vacancies occurring in any position on the Board of Directors shall be filled by the Board at the next regular or special meeting. The person selected to fill the vacancy shall serve for the unexpired term. Should a vacancy occur in the position of Past-President, the Board shall select a past president to serve in that position.


Section 7. If any officer or director fails to perform the duties required of his office, the Board of Directors shall declare the office vacant.


Section 8. The election of officers shall be the last order of business at the Annual Meeting of the Members. The majority of all votes cast shall be necessary to elect the incoming officers and directors. Those persons elected shall take office at the close of the Annual Meeting.


ARTICLE IX - COMMITTEES


Section 1. The standing committees of the Association shall be:


Committee on Public Policy

Continuing Medical Education Committee

Membership Committee

Clinical and Professional Education Committee


Section 2. The President shall appoint a nominating committee at least 90 days prior to the Annual Meeting of the Members for the purpose of nominating officers and directors of the Association.


Section 3. The Board may establish other committees as necessary.


Section 4. The President shall appoint all committees annually from the membership of the Association.


Section 5. The Board shall establish the duties of all committees and shall require that each committee report its activities to the Members at the Annual Meeting.


ARTICLE X - FISCAL YEAR


Section 1. The fiscal year of the Association shall be from January 1 to December 31 of each year.


ARTICLE XI - PARLIAMENTARY GOVERNMENT


Section 1. The rules contained in Roberts Rules of Order, Revised, shall govern the Association in all cases in which they are applicable and in which they are not inconsistent with the Constitution and By-Laws of the Association.


ARTICLE XII - LOCAL SOCIETIES


Section 1. The local or district societies may be chartered by the Association provided at least two-thirds of the membership of the local or district society are members in good standing of the Osteopathic Physicians & Surgeons of Oregon, Inc. and the purposes of the society are in conformance with the purposes of the Osteopathic Physicians & Surgeons of Oregon, Inc. and the American Osteopathic Association.


ARTICLE XIII - ETHICS


Section 1. The Code of Ethics of the Association shall be the Code of Ethics of the American Osteopathic Association.


Section 2. The Osteopathic Physicians & Surgeons of Oregon, Inc. shall have the affirmative duty to insure that each of its members is practicing in an ethical, legal, and moral manner. In any instance where a member of the Association is reported to be conducting his practice in any other way, the Association shall take immediate action to determine the validity of the report and to take such disciplinary action as may be warranted.


Section 3. Charges of unethical, disreputable practice, misconduct, or violation of the rules of the Association or conduct tending to bring the profession into disrepute or conduct against the general well-being of the profession shall be presented to the Board of Directors in writing.


Section 4. Upon receipt of a written report against a member of the Association, the Board shall appoint an ad hoc Ethics Committee to investigate and report its findings and recommendations to the Board.


Section 5. Any member charged with violation of the By-Laws, rules and regulations or Code of Ethics of this Association or of improper or unprofessional conduct may be cited to appear before the Board for consideration of charges against him. If, in the judgment of the Board, the charge is sustained, a member may be reprimanded, suspended, or expelled as the Board may determine. If deemed necessary, the Board shall report the complaint and subsequent disciplinary action to the Oregon Medical Board.


Section 6. Any member who has been suspended or expelled may be reinstated full membership in accordance with the regular membership procedure by a three-fifths vote of the Board of Directors.


Section 7. Decisions by the Board of Directors regarding discipline and/or expulsion of members shall be final.


ARTICLE XIV - AMENDMENTS


These By-Laws may be amended at any Annual Meeting of the Members by two-thirds vote of the voting Members in attendance at such session, provided that such amendments shall have been presented to the Board of Trustees and filed with the Secretary-Treasurer, and that the Secretary-Treasurer shall have them reproduced and mailed to each member of the Association not less than 30 days prior to the Annual Meeting.


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