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About the Academy
Procedural Rules of the American Academy of Ophthalmology, Inc.

A. Standing Committees of the Academy
B. Issue Analysis Group
C. Eligibility Requirements for Secretariat and Committee Members and Representatives to Organizations
D. Determination of Seniority and Eligibility
E. Contested Elections
F. Presentation of Papers at Academy Annual Meeting Sessions
G. Notices of Meetings of, Quorum Requirements for Meetings of, and Means of Taking Action by the Board of Trustees, Secretariats and Committees
H. Voting by Mail Ballot for Election of Elected Officers and Other Positions
I. Voting by Mail Ballot on Proposed Amendments or Revisions in Articles of Incorporation, Bylaws, Code of Ethics or Procedural Rules
J. Online Voting
K. Conflict of Interest Rule

The following Procedural Rules have been adopted as provided for in Section 2.08 of the Bylaws of the Academy:

A. Standing Committees of the Academy

(a) Bylaws and Rules
(b) Ethics
(c) Appeals
(d) Insurance
(e) Editorial
(f) Membership Advisory
(g) Other Standing Committees established by the Board of Trustees.

B. Issue Analysis Group

The Issue Analysis Group shall be composed of

(1) the President-Elect, as Chair;
(2) the Executive Vice President;
(3) one (1) representative of the Clinical Education Group who is not serving on the Board of Trustees;
(4) one (1) representative of the Advocacy Group who is not serving on the Board of Trustees;
(5) one (1) representative of the Ophthalmic Practice Group who is not serving on the Board of Trustees;
(6) one (1) representative of the Council Section for State Ophthalmologic Societies who is not serving on the Board of Trustees;
(7) one (1) representative of the Council Section for Subspecialty Societies and Specialized Interests who is not serving on the Board of Trustees; and
(8) members-at-large.

The representative of the Clinical Education Group, the representative of the Advocacy Group, and the representative of the Ophthalmic Practice Group shall each serve for a term of two (2) years, initially be appointed by the President, and subsequently be appointed by the Senior Secretary for the respective Group. The representative of the Council Section for State Ophthalmologic Societies and the representative of the Council Section for Subspecialty Societies and Specialized Interests shall each serve for a term of two (2) years and be appointed by the Council Section in which the representative serves. The terms of the members of the Issue Analysis Group shall be staggered so that, as nearly as possible, the terms of no more than one-half (1/2) expire each year. Members-at-large whose knowledge and experience will add to the Group's deliberations may be added to the Group with appointment by the President with the approval of the Executive Committee for a specified period. The Issue Analysis Group shall analyze issues of importance to the Academy and its Fellows and Members, conduct appropriate research and analysis, and develop recommendations to the Board of Trustees on selected issues, including broad strategic directions, positions, programs, and allocation of resources. The Issue Analysis Group shall meet on the call of the Board of Trustees.

C. Eligibility Requirements for Secretariat and Committee Members and Representatives to Organizations

1. All Secretariat and committee members and representatives to organizations shall be Voting Fellows or Members of the Academy or International Members except as otherwise provided in this Paragraph C; however, International Members shall not vote on matters of governance or procedures affecting the Academy.

2. Individuals holding other classifications of membership in the Academy and nonmembers of the Academy may, with specific approval of the Senior Secretary or Executive Vice President, serve on Special Committees and as consultants to Standing Committees or to representatives to organizations; however, they shall not vote on matters of governance or procedures affecting the Academy.

3. Notwithstanding the provision of Paragraphs C.1 and C.2, with specific approval of the Board of Trustees, individuals holding other classifications of membership in the Academy and nonmembers of the Academy may serve on the American Academy of Ophthalmology Charitable, Educational and Scientific Fund Advisory Committee, and subcommittees of such Advisory Committee, and may vote on all matters affecting such Fund.

D. Determination of Seniority and Eligibility

For purposes of the Bylaws, seniority among persons serving in specified positions and Offices shall be determined on the basis of current term in the position or Office. Whenever the order of seniority or eligibility among persons holding specified positions or specified Offices is not clearly established, the order of seniority or the eligibility shall be determined by the Board of Trustees by lot.

E. Contested Elections

The following rules prescribe appropriate publicity and electioneering for contested elections for Elected Officers and Trustees-at-Large of the Academy, and the Chair and Vice Chair of the Council:

1. The names of all nominees of the Board of Trustees for Elected Officers, Trustees-at-Large, and the Chair and Vice Chair of the Council will be listed in the notice of the annual business meeting in accordance with the Bylaws. The names of all nominees by petition in accordance with the Bylaws for Elected Officers, Trustees-at-Large, Chair and Vice Chair of the Council will be announced in the first issue of the Academy's regular news publication, following the receipt and verification of the names of the petitioners.

2. The editorial staff of the Academy's regular news publication will offer equal, but limited, space in the regular monthly issue of the Academy's regular news publication preceding the mail-ballot election for each candidate in a contested election to state the candidate's views and for no more than two (2) seconder(s) per candidate to offer a supporting statement.

3. All electioneering for candidates shall conform to the provisions of these Procedural Rules and to guidelines promulgated from time to time by the Board of Trustees.

4. A candidate for a contested Elected Office or other position shall have the right, upon written request to the Executive Vice President at least sixty (60) days before the annual business meeting, to make a presentation in person for no more than five (5) minutes to the annual business meeting, and in such event, each other candidate for that contested Elected Office or other position shall be afforded the same opportunity.

F. Presentation of Papers at Academy Annual Meeting Sessions

1. No Fellow, Member, or invited guest speaker shall read a paper at a scientific session of the Academy that has previously been submitted elsewhere for publication. All papers read before the Academy shall immediately become the property of the Academy and shall be submitted in writing in advance of their presentation in accordance with policies established by the Board of Trustees. These papers shall be reviewed by the Editor of Ophthalmology, and their subsequent publication in Ophthalmology shall be at the discretion of the Editor of Ophthalmology.

2. Every paper must be read in person by its author unless good and valid reasons for the author's absence can be shown, in which case the Board of Trustees, the Executive Vice President, or the Secretary for Annual Meeting may designate another individual to present the paper in the author's absence.

G. Notices of Meetings of, Quorum Requirements for Meetings of, and Means of Taking Action by the Board of Trustees, Secretariats, and Committees

1. Notice. Notice of each meeting of the Board of Trustees shall be given by or at the direction of the Executive Vice President to each Trustee not less than fourteen (14) days prior to the date on which the meeting is scheduled to be held, except that notice of a meeting to be held in the manner described in paragraph G.5. below shall be given not less than five (5) days prior to the date of the meeting. The matters to be discussed and voted upon at any duly called meeting of the Board of Trustees shall not be limited to those set forth in the notice of the meeting. Notice of any meeting may be waived by a Trustee either in writing before, at, or after the meeting or by participating in the meeting.

2. Quorum. Except as otherwise required by the Articles of Incorporation or the Bylaws, a majority of the Trustees is a quorum for the transaction of business by the Board of Trustees.

3. Manner of Acting. A majority vote of the Trustees present and voting at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the vote of a larger number is required by applicable law, the Articles of Incorporation, or the Bylaws.

4. Written Action. Any action that the Board of Trustees could take at a duly called meeting of the Trustees may be taken by a written action signed by all of the Trustees. The same written action need not be signed by all Trustees, and each may sign a separate counterpart of the written action.

5. Electronic Communications.

(a) A conference among Trustees by any means of communication through which the Trustees may simultaneously hear each other during the conference constitutes a meeting of the Board of Trustees if the same notice of the conference required for a meeting as provided in paragraph G.1. above is given or waived and if the number of Trustees participating in the conference is sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

(b) A Trustee may participate in a meeting of the Board of Trustees not described in paragraph G.5.(a) above by any means of communication through which the Trustee, other Trustees so participating, and all Trustees physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting.

6. Secretariats and Committees. The provisions of paragraph G.1. to G.5. shall apply to all meetings and actions of Secretariats and committees of the Academy.

H. Voting by Mail Ballot for Election of Elected Officers and Other Positions

1. After each annual business meeting of the Voting Fellows and Members of the Academy, the Academy shall cause to be prepared an Official Ballot for the election of Elected Officers, Trustees-at-Large, and the Chair and Vice Chair of the Council.

2. The Official Ballot shall:

(a) designate each Elected Office or other position in which a vacancy or vacancies will occur as of the ensuing January 1, printed in the order in which the Elected Offices are specified in Section 4.01 of the Bylaws, followed by the positions of Trustees-at-Large, the Chair of the Council, and the Vice Chair of the Council;

(b) list beneath the title of each Elected Office or other position the name of each duly nominated candidate for the Elected Office or position, first listing each nominee of the Board of Trustees for the Elected Office or position (in alphabetical order if there are more than one (1)) and then listing each nominee by petition for the Elected Office or position (in alphabetical order if there are more than one (1)); and

(c) contain a space opposite each nominee's name on the Official Ballot.

3. At or as soon as practicable after the annual business meeting, the President shall appoint Tellers to assist the Academy in receiving and tallying the votes cast by mail ballot and, at the previous request of a candidate for a contested Elected Office or other position, one (1) representative of the candidate to serve as an observer during the inspection and tallying of the mail ballots.

4. Within fourteen (14) days after the annual business meeting, the Board of Trustees shall cause to be mailed to each Voting Fellow and Member of the Academy, at the address shown on the records of the Academy,

(a) a notice specifying: (i) the date (not later than thirty (30) days after the date of mailing of the notice) by which an Official Ballot must be received by the Academy to be counted, (ii) the requirements for a valid mail ballot, and (iii) the fact that the vote by mail ballot will be valid only if valid Official Ballots are received from at least one hundred and fifty (150) Voting Fellows and Members by the specified date;

(b) one statement per candidate comprising not more than five hundred (500) words, and up to two (2) supporters' statements per candidate comprising not more than two hundred (200) words each or a cumulative total of four hundred (400) words; these statements will be included in the mailing only if received by the Executive Vice President at least sixty (60) days before the annual business meeting;

(c) an Official Ballot;

(d) a return envelope, addressed to the Academy, with a space for the name and Academy membership identification number of the Voting Fellow or Member submitting the ballot; and

(e) instructions with respect to the conduct of the election by mail ballot.

5. The instructions given in accordance with paragraph H.4.(e) shall inform each Voting Fellow and Member wishing to vote by mail ballot

(a) to mark the Official Ballot by making an appropriate mark in the space opposite the name of one (1) candidate for each Elected Office and other position, indicated on the Official Ballot;
(b) to make no other marks on the Official Ballot;
(c) to place the Official Ballot in the Ballot envelope;
(d) to insert the name and Academy membership number of the Voting Fellow or Member in the space provided on the return envelope; and
(e) to mail the return envelope to the Academy in sufficient time to permit its receipt by the Academy not later than the date specified in the written notice.

6. Within ten (10) days after the date specified in the written notice, the Academy shall verify the name and membership identification number of the Voting Fellow or Member indicated on the return envelope, and after verification, the Ballot(s) shall be removed from the return envelope, validated, and placed in a ballot box. Return envelopes received by the Academy after the date specified in the notice shall not be opened and shall be discarded. The representative, if any, of each candidate designated as an observer shall be entitled to be present.

7. A returned ballot, even if timely received by the Academy, shall not be valid for any purpose

(a) if it is not marked (blank);
(b) if the ballot does not clearly indicate each candidate for whom a vote is cast;
(c) if the ballot casts votes for more than one (1) candidate for each Elected Office, for Chair of the Council, or for Vice Chair of the Council;
(d) if the ballot casts votes for more candidates for the position of Trustee-at-Large than the number of vacancies to occur on the ensuing January 1 in the position of Trustee-at-Large;
(e) if the ballot is not the Academy's Official Ballot;
(f) if the return envelope contains the Official Ballot(s) of more than one (1) Voting Fellow or Member.

8. Within ten (10) days after the date specified in the written notice, the Tellers shall discard all ballots determined to be invalid and shall tally only the valid Official Ballots.

9. The person receiving a majority of the votes for an Elected Office or other position cast by mail on valid Official Ballots shall be elected to that office or position, except that if there are two (2) or more candidates for an Elected Office or the candidate receiving the greatest number of votes cast on valid Official Ballots for the Elected Office or other position shall be elected to that office or position. If there are three (3) or more candidates to fill two (2) vacancies to occur in the position of Trustees-at-Large, the two (2) candidates receiving the greatest number of votes cast on valid Official Ballots shall be elected to fill the vacancies.

10. The Tellers shall report to the President the results of the election of Elected Officers by mail ballot as soon as the results are tallied.

11. In case of a tie between candidates so that the person elected to fill a vacancy in an Elected Office or other position as of the ensuing January 1 cannot be determined without breaking the tie, the person deemed to be elected to fill the vacancy shall be determined by lot in the presence of the tied candidates or their representatives under the supervision of, at a time and place specified by, and in a manner determined by, the Board of Trustees.

12. The results of the election by mail ballot, including the breaking of ties, shall be announced to the membership as soon as practicable in a manner determined by the Board of Trustees.

I. Voting by Mail Ballot on Proposed Amendments or Revisions in Articles of Incorporation, Bylaws, Code of Ethics, or Procedural Rules

1. After each annual business meeting of the Voting Fellows and Members of the Academy at which any proposed amendments or revisions to the Articles of Incorporation, Bylaws, Code of Ethics, or these Procedural Rules have been submitted to the Voting Fellows and Members in accordance with Section 9.01 of the Bylaws, the Academy shall cause to be prepared an Official Ballot for a vote of each of the proposed amendments or revisions.

2. The Official Ballot shall designate each proposed amendment or revision to be voted on by the Voting Fellows and Members and shall contain spaces opposite each designation to provide the Voting Fellows and Members an opportunity to vote for or against each proposal.

3. At or as soon as practicable after the annual business meeting, the President shall appoint Tellers to assist the Academy in receiving and tallying the vote by mail ballot.

4. Within fourteen (14) days after the annual business meeting, the Board of Trustees shall cause to be mailed to each Voting Fellow and Member of the Academy, at the address shown on the records of the Academy,

(a) a notice specifying (i) the date (not later than thirty (30) days after the date of mailing of the notice) by which an Official Ballot must be received by the Academy to be counted, (ii) the requirements for a valid mail ballot, and (iii) the fact that the vote by mail ballot will be valid only if valid Official Ballots are received from at least one hundred and fifty (150) Voting Fellows and Members by the specified date;
(b) one statement per amendment or revision, comprising not more than one (1) 8 1/2 by 11 inch typewritten page that is submitted to or by or on behalf of the Board of Trustees in favor of or in opposition to a proposed amendment or revision; this statement will be included in the mailing only if it is received by the Executive Vice President at least fifteen (15) days before the annual business meeting;
(c) an Official Ballot;
(d) a return envelope, addressed to the Academy, with a space for the name and Academy membership identification number of the Voting Fellow or Member submitting the ballot; and
(e) instructions with respect to the conduct of the vote by mail ballot.

5. The instructions given in accordance with paragraph I.4.(e) shall inform each Voting Fellow and Member wishing to vote by mail ballot

(a) to mark the Official Ballot by making an appropriate mark in the spaces provided on the ballot to vote either for or against each proposed amendment or revision;
(b) to make no other marks on the Official Ballot;
(c) to place the Official Ballot in the return envelope provided;
(d) to insert the name and Academy membership identification number of the Voting Fellow or Member in the space provided on the return envelope; and
(e) to mail the return envelope to the Academy in sufficient time to permit its receipt by the Academy not later than the date specified in the written notice.

6. Within ten (10) days after the date specified in the written notice, the Academy shall verify the name and membership identification number of the Voting Fellow or Member indicated on the return envelope, and after verification, the Ballot shall be removed from the return envelope, validated, and placed in a ballot box. Return envelopes received by the Academy after the date specified in the notice shall not be opened and shall be discarded. The representative, if any, of a pro or con position in contested votes designated as an observer, shall be entitled to be present.

7. A returned ballot, even if timely received by the Academy, shall not be valid for any purpose

(a) if it is not marked (blank);
(b) if the ballot does not clearly indicate whether the Voting Fellow or Member is voting for or against the proposed amendments or revisions;
(c) if the ballot is not the Academy's Official Ballot;
(d) if the return envelope contains the Official Ballot(s) for more than one (1) Voting Fellow or Member.

8. Within ten (10) days after the date specified in the written notice, the Tellers shall discard all ballots determined to be invalid and shall tally only the valid Official Ballots.

9. A proposed amendment or revision of the Academy's Articles of Incorporation, Bylaws, or Code of Ethics, shall be adopted if it receives the affirmative vote of two-thirds (2/3rds) of the votes cast on timely and otherwise valid Official Ballots for and against the proposed amendment or revision, and a proposed amendment or revision by the Board of Trustees in these Procedural Rules shall be ratified if it receives the affirmative vote of a majority of the votes cast on timely and otherwise valid Official Ballots for and against ratification.

10. The Tellers shall report to the President the results of the vote by mail ballot as soon as the results are tallied, and the results of the vote shall be announced to the membership as soon as practicable in a manner determined by the Board of Trustees.

J. Online Voting

1. In lieu of voting by mail as provided under Paragraphs H and I of these Procedural Rules, each Voting Member or Fellow shall have the option to cast his or her vote online at the Academy‚Äôs website. Each Voting Member or Fellow shall have the option to waive receipt of an Official Ballot via mail and to receive only the Online Ballot via electronic communication. If a Voting Member or Fellow uses online voting, the following procedures shall apply:

(a) the Online Ballot shall contain the same information as the Official Ballot described in Paragraphs H and I;
(b) the Voting Member or Fellow must access the Online Ballot and use his or her e-signature and membership number to log in;
(c) the Online Ballot must be completed in accordance with any instructions and submitted before the deadline specified in the Online Ballot, which deadline shall be the same as that set for the receipt of Official Ballots that are mailed; and
(d) after an Online Ballot has been submitted, the Voting Member or Fellow will not be able to access it again or make any changes to it.

2. Properly submitted Online Ballots shall be counted in the same manner as if they were valid mail ballots. If a Voting Member or Fellow votes both by a mail ballot and by an Online Ballot, the Online Ballot will be discarded and of no effect.

K. Conflict of Interest Rule

1. Conflict; procedure when conflict arises. For purposes of this paragraph K.1, each Trustee and each member of a Secretariat or committee of the Academy shall be deemed an "Insider." If a proposed contract or other transaction between the Academy and an Insider, or between an Insider and an organization affiliated with the Academy, or between the Academy and an organization in or of which an Insider is a director, trustee, officer, employee, or legal representative or has a "material financial interest" as defined in paragraph K.2. below, is to be considered by the Board of Trustees, a Secretariat, or any committee of the Academy when an Insider is a member of the body considering the proposed contract or other transaction, the Insider shall, before the matter is considered by the body, disclose to the body the nature of the Insider's interest, shall not participate in any discussions or deliberations of the body with respect to the proposed contract or other transaction, shall not vote on the proposed contract or other transaction, and shall not be counted in determining the presence of a quorum at any meeting of the body at which the proposed contract or other transaction is discussed.

2. For purposes of the rule contained in paragraph K.1. above, an Insider has a material financial interest in an organization in which the Insider or the Insider's spouse, parents, children, brothers or sisters, or spouses of the Insider's children, brothers or sisters have a material financial interest, but an Insider does not have a material financial interest in a resolution fixing the Insider's compensation or fixing the compensation of another person as a Trustee, Elected Officer, Appointed Officer, employee or agent of the Academy, even though the Insider is also receiving compensation from the Academy.