Oregon State Society of Orthodontists
BYLAWS
TABLE OF CONTENTS
ARTICLE I – NAME AND TERRITORIAL JURISDICTION
ARTICLE II – CORE MISSION
ARTICLE III – MEMBERSHIP
ARTICLE IV – BOARD OF DIRECTORS
ARTICLE V – OFFICERS
ARTICLE VI – COMMITTEES
ARTICLE VII – ASSOCIATION MANAGEMENT COMPANY
ARTICLE VIII – MEETINGS of the MEMBERSHIP
ARTICLE IX – FINANCES
ARTICLE X – INDEMNIFICATION
ARTICLE XI – PARLIAMENTARY AUTHORITY
ARTICLE XII – AMENDMENTS
ARTICLE XIII – PRINCIPLES OF ETHICS
ARTICLE XIV – DISCIPLINARY PROCEEDINGS
ARTICLE XV – POLICY AND PROCEDURE MANUAL
ARTICLE XIV – SEAL
BYLAWS OF THE
Oregon State Society of Orthodontists
Revised February 2021
ARTICLE I – NAME AND TERRITORIAL JURISDICTION
The name of this organization shall be the Oregon State Society of Orthodontists, hereinafter referred to as “the Society” or “this Society” or “OSSO”. This Society is recognized as a component of the Pacific Coast Society of Orthodontists, hereinafter referred to as “PCSO” or “the Constituent,” which is recognized as a constituent organization of the American Association of Orthodontists, hereinafter referred to as “the AAO.”
The territorial jurisdiction of this Society shall be comprised of members practicing in the state of Oregon. .
ARTICLE II – CORE MISSION
The Mission of OSSO shall be to:
Advance the art, research, and science of orthodontics;
Encourage and support orthodontic research;
Strive for and maintain the highest standards of excellence in orthodontic education and practice;
Make significant contributions to the health of the public; and
Serve its members.
ARTICLE III – MEMBERSHIP
CLASSIFICATION: Election to and classification of membership in this Society shall be established as set forth in the bylaws of the AAO.
ELIGIBILITY: Membership in this Society requires membership in the Constituent organization and the AAO.
PRIVILEGES: Except as set forth elsewhere in these bylaws and policy statements of this Society, all members shall be entitled to all services and privileges as may be provided by this Society to the applicable classifications of membership.
Only active members in good standing, including life active and active academic status, shall be eligible to seek or hold office or other elected or appointed positions in this Society, or to vote or otherwise participate in the selection of Society officials or the establishment of Society policies.
DUES AND ASSESSMENTS:
Payment: All dues, application fees, and assessments shall be payable in U.S. currency to the AAO as a portion of its annual billing. All dues shall be due and payable on August 1 of each year. Members failing to pay their annual dues and assessments shall forfeit their membership as provided in these Bylaws.
Annual Dues: The annual dues and assessments for members of this Society shall be as recommended by the Finance Committee to the Board of Directors and shall be approved by a three-fourths (3/4) vote of the Board of Directors.
Waiver: A member who has suffered severe financial hardship due to catastrophe or illness and has been approved by the Board of Directors may be exempt from payment of the current year’s dues (full or partial). The Board of Directors may request the following documentation to grant the waiver:
Completed dues waiver request form detailing the member’s need for the waiver;
A physician’s letter certifying the physical limitations, if any, related to the request;
A letter certifying their current service in active military duty, if related to the request;
Information as required by the AAO bylaws supporting the request for a Senior Limited Practice Waiver.
The Board of Directors must approve the requests by a majority vote.
Exempt Members: Retired, Service and Honorary members shall be exempt from dues and assessments.
Non-Payment of Dues and/or Assessments: On December 31st of each year, the Secretary-Treasurer of the AAO shall cause to be terminated the membership of those individuals whose dues and/or assessments for the current year have not been received.
Provided that such action is taken within three (3) years of the date of termination, an individual whose membership has been terminated in accordance with this section may gain reinstatement by paying all back dues and assessments, as well as all current dues and assessments.
APPLICATION AND RELOCATION;
Application: Application for all classes of membership, except honorary, shall be made on the form prescribed by the AAO and submitted directly to the AAO. Once accepted, and appropriately classified, the applicant shall be deemed to be a member of the Society.
Relocation from one Jurisdiction to Another: To retain membership in the AAO, members who move the principal location of their professional activity into the geographic region of another component organization must make timely application to such component organization in accordance with the procedure described in the AAO bylaws.
ARTICLE IV – BOARD OF DIRECTORS
COMPOSITION: The Board of Directors shall consist of six (6) members: The four officers (President, President-Elect, Secretary-Treasurer, and Immediate Past President), one elected Board Member at large, and the PCSO Director. These six (6) members shall constitute the voting membership of the Board.
The Executive Director and other management staff also have the right to attend and participate at all meetings of the board but shall have no voting privileges. Nonvoting advisors may also be invited as needed by the board. These individuals shall not be present when the board enters executive session, unless invited to attend in an advisory capacity with no voting privileges.
QUALIFICATIONS: A Director shall be an active member in good standing of this Society. Should the status of any Director change in regard to the preceding qualification during his/her term of office, that office shall be declared vacant and such vacancy shall be filled as hereinafter provided.
NOMINATION AND ELECTION: Directors to the OSSO board and Directors representing Oregon on the PCSO board shall be nominated by the Society’s membership at its annual meeting, and shall serve until successor Directors are duly elected. The Secretary-Treasurer of the Society shall promptly report the election of such Directors to the Secretary of the PCSO.
TERM OF OFFICE: The term of office of a Director shall be two (2) years. The consecutive tenure of a Director shall be limited to eight (8) years.
TERMINATION, RESIGNATION, VACANCY AND ABSENCE:
Any officer or director may resign at any time by giving written notification to the President or the Secretary-Treasurer of this Society. Should a Director represent the OSSO at the PCSO, notification shall be made to the PCSO of such action. Such resignation shall take effect at the time specified therein, or immediately if no time is specified.
Upon receiving notification, The Board of Directors shall fill such vacancies for the remainder of the term unless otherwise provided for in these bylaws.
Any Officer or Director of this Society may be removed from their duly elected position with or without cause by a two-thirds (2/3) majority vote of the other members of the Board of Directors. The individual in question shall not be allowed to vote.
In the absence of the President, the President-Elect shall fill the office of Chair and, in the President-Elect’s absence, the Secretary-Treasurer shall fill the office of Chair and, in the absence of the Secretary-Treasurer, the board member at large shall fill the office of Chair.
POWERS AND DUTIES of the BOARD of DIRECTORS:
The Board of Directors shall be the managing body of the Society, vested with full power to conduct all business of the Society, subject to the laws of the state of Oregon, the Articles of Incorporation, the bylaws and the policies and procedures approved by the Board of Directors, and the mandates of the membership. The Board of Directors shall have the power to:
Establish rules and regulations not inconsistent with these bylaws to govern its organization and procedure.
Direct the President to call a special session of the membership as provided in these bylaws.
Change the annual dues or institute assessments for members of this Society as recommended by the Finance Committee to the Board of Directors (adoption shall require a three-fourths (3/4) vote of the Board of Directors for approval).
Exercise full discretion in affecting publication in, or omission from, any official publication of the Society, in whole or part.
Establish ad interim policies, including the disbursement of unbudgeted funds, when the *General Assembly is not in session and when such policies are essential to the management of the Society.
Establish an Executive Committee composed of three members: The President, President Elect, and Secretary-Treasurer. The Executive Committee shall have the power to act for the full Board of Directors in the interim between sessions of the Board, and it shall report such actions to the Board at its next meeting.
Define and ensure appropriate level and model of management support.
Employ an Executive Director.
Appoint consultants whenever necessary.
Nominate honorary members.
It shall be the duty of the Board of Directors to:
Provide for the maintenance and supervision of all of the real and personal property owned or operated by the Society.
Make appointments as necessary to help administer this Society.
Determine the time and place for convening each meeting of the Society and to provide for the management and general arrangements for such a meeting.
Cause all accounts of this Society to be reviewed or audited by an independent certified public accountant at least once each year.
Adopt a budget for carrying on the activities of this Society for each ensuing fiscal year.
Perform such other duties as may be prescribed by these bylaws.
Fill any vacancies on the PCSO Board of Directors that may arise from the resignation or termination of a PCSO Director from the state of Oregon. The new Director shall serve for the remainder of that term and be eligible to be reelected for one (1) additional two-year term.
BOARD MEETINGS:
Regular Meetings: The Board of Directors shall hold a minimum of one (1) general business meeting annually. The Board of Directors shall determine the time and place of meetings. The Board of Directors shall meet during the annual session of the Society and at the call of the President.
Special Meetings:
The members of the Board of Directors may participate in and act at a meeting of the Board of Directors called by the President on matters of the Society requiring immediate attention.
These meetings may be through the use of conferences via telephone and other communications equipment. These meetings shall be recorded and made a part of the action of the Board of Directors.
Quorum: Four (4) of the voting members of the Board of Directors shall constitute a quorum.
ACTION WITHOUT MEETING:
The Board of Directors may transact any business without convening a meeting if the following conditions are met:
Each and every Board member shall be notified of the nature of the proposed business;
Each and every Board member shall approve the proposed action without a meeting by submitting via mail, fax, or email, written consent to the proposed action;
The action shall be effective as of the date the last Board member’s approval is obtained (establishing unanimous Board consent), or other date specified in the action (including an earlier or later date);
The results of any approved matters shall be properly documented and entered into the minutes of the next Board meeting.
ARTICLE V – OFFICERS
TITLE: The officers of this Society shall be the President, the President-Elect, the Immediate Past President and the Secretary-Treasurer.
QUALIFICATIONS: Only an active member, including life active and active academic status, in good standing of this Society shall be eligible to serve as an officer.
NOMINATIONS AND ELECTIONS: Election of officers shall take place at a regular meeting of this Society and shall be by secret ballot if more than one candidate is nominated for any office. Officers are elected by a majority of the members present and voting. In the event no candidate receives a majority on the first ballot, the two candidates receiving the greatest number of votes shall be balloted on again.
TERM OF OFFICE: Officers shall be installed and take office at the completion of the annual general meeting. The officers shall serve for a term of one (1) year, or until their successors are elected. In the event that a candidate for specific office is not able to be identified, current officers may fulfill an additional term or terms in their present respective capacity(ies) as needed. In the event a current officer is not willing or able to continue service, a Past President of OSSO may be nominated for service.
VACANCIES AND ABSENCES
In the event the office of President becomes vacant, the President-Elect shall succeed to the office of President for the unexpired portion of the term and the full term of President for which the President-Elect was elected. A vacancy in the office of President- Elect or Secretary-Treasurer shall be filled by the Board of Directors, provided that any person so appointed shall not automatically succeed to any other office. Filling these offices for subsequent terms beyond the interim shall be done by procedures described in these bylaws.
In the absence of the President, the President-Elect shall act as Chair; if the President-Elect is also absent, a voting member of the Board shall be elected Chair pro-tem by the other members of the Board present.
In the absence of the Secretary-Treasurer, the Chair shall appoint a Secretary pro-tem.
DUTIES:
President: It shall be the duty of the President to:
Serve as an official representative of this Society in its contacts with governments, civic, business and professional organizations for the purpose of advancing the objectives and policies of this Society.
Serve as Chair of the Board of Directors.
Serve as a member of the Executive Committee.
Be a non-voting advisor on all committees, except in the event of a tie.
Automatically succeed to the office of the Immediate Past President at the end of the President’s term.
Perform such other duties as provided for in these bylaws or as may be prescribed by the membership or the Board of Directors and as usually appertain to the office of President.
President-Elect: It shall be the duty of the President-Elect to:
Assume the duties of the President in case of absence or incapacity.
Serve as a member of the Executive Committee
Automatically succeed to the office of the President at the end of the
President-Elect term
Perform such other duties as may be provided for in these bylaws or as
may be prescribed by the membership or the Board of Directors and as usually appertain to the office of President-Elect.
It shall be the duty of the Secretary-Treasurer to:
Review the Society financial reports.
Authorize transfer of funds.
Serve as a member of the Executive Committee.
Keep a record of all proceedings of this Society.
Keep the records, securities, and funds of the organization and Board of Directors.
Have the books audited at the close of the fiscal year.
Keep a current roster of members, including their full name and address.
Transmit to the Secretary of the Pacific Coast Society of Orthodontists and the Oregon State Dental Association, the names of newly elected officers.
Notify the membership at least four weeks prior to the regular meetings of the anticipated program.
Conduct the correspondence of this Society and keep copies of all official letters and answers to the same.
At the expiration of their term of office, they shall deliver to their successor all the effects of the Society in their possession.
Perform such other duties as may be provided for in these bylaws
or the Board of Directors and as usually appertain to the office of Secretary-Treasurer.
Immediate Past President: It shall be the duty of the Immediate Past President to:
Chair the Nominating and Management Services Evaluation Committees.
Serve as a member of the Executive Committee.
Assist the officers, as needed, in the performance of the respective officers’ duties.
Perform such other duties as may be provided for in these bylaws or by the Board of Directors and as usually appertain to the office of Immediate Past President.
ARTICLE VI – COMMITTEES
The membership or the Board of Directors may create committees for the purpose of performing duties not otherwise assigned by these Bylaws. The authority for the appointment of members of a committee and their numbers shall be set forth in the resolution creating such committee.
Should a committee be deemed necessary, the following guidelines may be used:
A. PURPOSE AND AUTHORITY:
Committees of this Society are advisory, study and working bodies which are constituted to provide input to the Society from a diverse group of members. Committee authority is limited to study and recommendation within the organizational structure of the Society; this includes authority to seek information pertinent to such studies from any source outside the Society within guidelines as may be established by the Board of Directors. No outside person may participate directly or by observation in any committee delegations without specific authorization from the Board of Directors. No committee or member of a committee may communicate with any outside person, organization, or agency in such a way as to imply authority to represent the Society or present a Society position without direction of the Board of Directors. The Board of Directors may assign other duties to committees. The President of this Society has the authority to appoint all committee chairs, unless otherwise appointed by these bylaws.
All members of the committees must be active members in good standing of this Society.
TYPES OF COMMITTEES:
Standing Committees: Those committees that the Society uses on a continual basis as set forth in the bylaws. Standing committee members are required to be members of the Board of Directors.
Ad Hoc Committees: Those committees that the Society forms to address a specific need. An ad hoc committee may exist for as long as deemed necessary to complete the work assigned to it. When the work of an ad hoc committee is complete, the committee may be dissolved. Ad hoc committee members are not required to be members of the Board of Directors.
Task Forces: A task force is formed by the Society if there is an objective to be achieved in a short period of time. When the work of a task force is complete, the task force may be dissolved. Task force members are not required to be members of the Board of Directors.
STANDING COMMITTEES:
The Standing Committees of this Society shall be:
Executive Committee
Finance Committee
Members and Charge:
Executive Committee:
Committee Members: Shall be composed of members of the Board of Directors.This committee may consist of any and all members of the Board of Directors.
Committee Charge:
This committee shall have the power to act on behalf of the full Board of Directors on matters requiring attention or resolution in the interim between sessions of the Board.
This committee does not have the authority to amend or reverse any action adopted by the full Board.
Any action taken by this Committee must be ratified by the majority of the Board at its next session in order to remain in effect. All such actions shall be recorded in the minutes of the Board session.
Finance Committee:
Committee Members:
Shall be composed of a minimum number of three (3) committee members, including the Secretary-Treasurer who may not serve as Chair, each of whom may serve up to three (3) terms of two (2) years each. The President-Elect and Executive Director shall serve as non-voting advisors to the committee in addition to the voting members.
The President may appoint a non-voting advisory member as a financial/investment expert to the committee as deemed necessary.
Committee Charge:
Shall prepare an annual budget for the next fiscal year using estimated amounts of income (excluding invested reserve fund income, which shall be reported separately) and disbursements for the ensuing year.
Allocate the amount of funds available to meet the various budget, committee, and Board of Directors funding requests.
Make recommendations and reports to the Board of Directors when requested.
Oversee investments
D. AD HOC COMMITTEES AND TASK FORCES:
The President, with the consent of the Board of Directors, may appoint ad hoc committees and task forces to perform duties not otherwise assigned by these bylaws.
The tenure of an ad hoc committee or task force shall last only until the committee’s report is accepted as complete by the Board of Directors or the term as set forth in the resolution creating the committee expires.
Membership:
Each ad hoc committee and task force shall consist of a Chair and an appropriate number of members to accomplish the assigned work. The number of members shall be set forth in the resolution creating the committee or task force. Where practical, the members shall be appointed equitably on a geographical basis. Upon approval of the Board of Directors, the President may change the number of members on a committee.
The Chair of each committee and task force will be appointed by the President.
Every effort should be made to ensure the committee membership "rotates" with one-third (1/3) of each committee to be appointed by the President following annual elections for a maximum of three (3) terms of two (2) years. In the case of newly created committees, one-third (1/3) of each the members shall be appointed to serve for one (1) year, one-third (1/3) for two (2) years, and one-third (1/3) for three (3) years.
All members of committees and task forces must be active members in good standing of this Society.
Ad Hoc committees are further defined in the Policy & Procedures Manual of the Society .
E. SUB-COMMITTEES, CONSULTANTS AND ADVISORS:
Subcommittees:
A committee may appoint subcommittees comprised of committee members to assist in the performance of its duties.
Consultants and Advisors:
A committee shall have the authority to recommend consultants and advisors for appointment by the Board of Directors in conformity with rules and regulations as may be established by the Board of Directors.
F. VACANCIES:
In the event of a vacancy in the membership of any committee, the President shall appoint an active member to fill such vacancy. In the event such vacancy involves the chair of the committee, the President shall have the power to appoint an ad interim chair unless otherwise provided for in these bylaws.
G. QUORUM:
A majority of the members of any committee shall constitute a quorum.
H. ACTION WITHOUT A MEETING:
Committees may transact any business without convening a meeting if the following conditions are met:
Every committee member must be notified of the nature of the proposed business;
Every committee member must submit documented consent via mail, fax, or email to transact the business without a meeting;
The effective date of the action shall be upon receipt of the last required signature or other date specified in the action;
The results of the transactions(s) shall be properly documented and entered into the minutes of the next committee meeting.
ARTICLE VII – ASSOCIATION MANAGEMENT COMPANY
A. ASSOCIATION MANAGEMENT COMPANY (AMC):
Upon approval of the Board of Directors, an Association Management Company will be contracted to perform the duties necessary to conduct the day-to-day business of the Society.
The AMC shall provide a competent Executive Director who will be responsible for all administration, operations, and organizational support. The Executive Director will supervise all staff, consultants, contract personnel, and outside services. The Executive Director shall follow all Society policies and procedures and communicate effectively with the Society Board of Directors, volunteers, and all members as appropriate. The Executive Director will be accountable to the Society Board of Directors through the Society Management Evaluation Committee and the Society Board of Directors shall have the right to request that the Executive Director be replaced by the AMC should circumstances warrant.
B. DUTIES:
The Association Management Company shall have the following duties and the performance of these duties shall be subject to the supervision and approval of the Board of Directors.
Administer all Society business matters which includes providing a legal address and central office location, maintaining appropriate banking and investment accounts, and representing the Society and each of its officers.
Facilitate communication between officers, board, committees, PCSO, AAO, general membership and outside parties.
Negotiate contracts and execute agreements and provide management counsel as appropriate.
Maintain a database of all financial transactions and an updated member database, providing accurate reports of financial activity and membership information to all interested parties.
Prepare annual budget for approval, process all invoices, and payments, track expenditures to budget, immediately communicate anticipated variances with proposed resolution for handling any variance, coordinate annual audit and tax return preparation.
Maintain current information (as provided by the Society) on the website or coordinate with the Society’s preferred provider.
Manage all logistics and information relative to Board and Committee meetings (including agenda, minutes and reports).
ARTICLE VIII – MEETINGS of the MEMBERSHIP
Purpose. The scientific sessions of this Society are established to foster the presentation and discussion of subjects pertaining to the improvement of the health of the public and the art and science of orthodontics.
Time and Place. The Society shall hold a session annually at a time and place selected by the Board of Directors. The Board of Directors shall have the power to change the time and place of the annual session, or to cancel the same in the event of extraordinary emergency.
Management and General Arrangements. The President-Elect shall be responsible for conducting the scientific sessions. For this purpose, the Board may establish committees as required.
Trade Exhibits. Products or services may be exhibited at scientific sessions at the discretion of the Board of Directors, and in accordance with rules and regulations established by the Board.
Admission. Admission to meetings of scientific sessions shall be open to all members in good standing of the AAO and other orthodontic societies recognized in their countries. No member shall attend any meeting of this Society or take part in the proceedings until they have registered with the Secretary-Treasurer and secured their official badge. Such badges shall be issued upon presentation of evidence of membership and payment of the fees, if any, for the meeting. Students in a bona fide orthodontic course and applicants for associate membership may be invited by any member to attend the scientific sessions of this Society upon payment of such fees, as the Board of Directors shall determine. Any other guest must apply to the Board of Directors of the Oregon State Society of Orthodontists 30 days prior to a meeting.
ARTICLE IX – FINANCES
FISCAL YEAR:
The fiscal year of this Society shall begin July 1 of each calendar year and end June 30 of the following calendar year.
GENERAL FUND:
The General Fund consists of unrestricted net assets/monies not allocated for purposes specifically outlined in these bylaws. These assets can be designated as reserves and operating expenses at the discretion of the Board of Directors. These monies shall be used to meet all expenses incurred by the Society and not otherwise provided for in these bylaws.
BUDGET PREPARATION AND ADOPTION:
The proposed budget for each ensuing fiscal year shall be prepared by the Finance Committee and adopted by the Board of Directors.
AUDITING OF ACCOUNTS:
All accounts of this Society shall be reviewed or audited by an independent certified public accountant at least annually, and a report of such review shall be submitted to the Board of Directors.
Surety Bond for Officers and Employees. At the expense of the Society, all officers and employees of the Society entrusted with Society funds shall be bonded by a surety company in an amount prescribed by the Board of Directors.
ARTICLE X – INDEMNIFICATION
A. Officers and Directors. The Society shall indemnify and hold harmless each director, officer, employee, and member of the councils or committees heretofore, now, and hereafter, serving the Society from and against any and all claims and liabilities to which they may be or become subject by reason their now or hereafter being, or having heretofore been, a director, officer, employee, or member of council or committee aforesaid, and shall reimburse each director, officer, employee and member of the councils and committees of the Society for all legal and other expenses reasonably incurred in connection with defending against any such claims or liabilities, provided, however, that no director, officer, or employee or member of a council or committee shall be indemnified against, or be reimbursed for, any expenses incurred in defending against any claim or liability arising out of their own negligence or willful misconduct. The foregoing rights of directors, officers, employees, and members of councils or committees shall not be exclusive of the other rights to which they may be entitled lawfully.
B. Waiver by Applicant. Every applicant for membership by virtue of submitting an application agrees to and does waive the right to hold this Society, or any member thereof, responsible for any damage, pecuniary or otherwise, in case of refusal of this Society to accept them for membership.
C. Waiver by Member. Every member agrees to and does hereby waive the right to hold this Society responsible for any damage, pecuniary or otherwise, in case of their censure, suspension, expulsion, or in the event of automatic termination of membership, or by confirmation of verdict and penalty issuing from the Pacific Coast Society of Orthodontists of the American Association of Orthodontists; and, every member does waive, release and relinquish any right they may have, now or in the future, to sue any of the above listed Societies in law or equity, for any damages, pecuniary or otherwise, resulting from reprimand, censure, suspension, expulsion from and of said Societies.
ARTICLE XI – PARLIAMENTARY AUTHORITY
The current edition of the parliamentary authority specified in the AAO bylaws shall govern this organization in all parliamentary situations that are not provided for in the law or in this Society’s corporate charter, bylaws or policy and procedure manual.
ARTICLE XII – AMENDMENTS
PROCEDURE. These Bylaws may be amended at any session of the membership by a three-fourths vote of the legal votes cast, provided the proposed amendment shall have been (i) presented in writing and read at a previous session or (ii) presented to the membership 30 days prior to the annual general meeting by posting on the OSSO website with corresponding notice to members via electronic communication or a postcard in the United States mail.
AMENDMENT RELATING TO DUES. An amendment to these Bylaws effecting a change in the dues of members shall require a three-fourths vote of the legal votes cast of the membership.
CLERICAL CORRECTIONS. The Board of Directors may, by majority vote, make corrections in punctuation, grammar, spelling, and formatting to these bylaws which do not alter their context or intent.
ARTICLE XIII – PRINCIPLES OF ETHICS
The professional conduct of a member of this Society shall be governed by Principles of Ethics and Code of Professional Conduct of the AAO. Failure to adhere to them may subject a member to disciplinary action as stated in the AAO bylaws.
ARTICLE XIV – DISCIPLINARY PROCEEDINGS
The Disciplinary Proceedings of the AAO as contained in its bylaws and policy statements shall be the Discipline Proceedings of this Society. Any ethics complaints against members of the Society shall be referred to the AAO for review and any grounds for action. Each member hereby agrees to, and waives the right to hold this Society , its Officers, members or contractors responsible for any damage, pecuniary or otherwise, as a result of disciplinary proceedings against any member.
ARTICLE XV – POLICY AND PROCEDURE MANUAL
Standing rules outlining the operations and requirements for all offices and committees of the Society, as well as duties and responsibilities not specified in these bylaws, shall be set forth in a Policy and Procedure Manual. The manual shall be prepared, adopted, maintained and reviewed by the Board of Directors of the Society. The power to amend the Policy and Procedure Manual shall be vested in the Board.
*Note: The General Assembly is defined as the assembled OSSO members during a business meeting of the Association.
ARTICLE XIV – SEAL
The corporate seal shall be recognized as official within this Society. This shall be employed as an evidence of incorporation on any official document requiring such evidence and shall be used only at the direction of the Board of Directors.
(SEAL)