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Bylaws of the American Academy of Ophthalmology, Inc.



Article VI. Committees of the Board of Trustees

6.01. Standing Committees
6.02. Executive Committee
6.03. Nominating Committee
6.04. Audit Committee
6.05. Other Committees


6.01. Standing Committees
of the Board of Trustees shall be the Executive Committee, the Nominating Committee and the Audit Committee.

6.02. Executive Committee.
The Executive Committee shall be composed of:

(a) the President, as the Chair;
(b) the Past President serving on the Board of Trustees;
(c) the President-Elect;
(d) one or more Trustees-at-Large most senior in service who have not previously served on the Executive Committee, with assignments being made to ensure that each Trustee-at-Large serves on the Executive Committee one or more times during his or her term;
(e) the Executive Vice President;
(f) the Chair of the Council in even-numbered years and the Vice Chair of the Council in odd-numbered years;
(g) the Senior Secretaries for Clinical Education, Advocacy and Ophthalmic Practice.

The Executive Committee shall, subject at all times to the direction and control of the Board of Trustees, manage and direct the business and affairs of the Academy in the intervals between meetings of the Board of Trustees, serve as the Finance Committee of the Board of Trustees, and have all other power, responsibility, and authority that the Board of Trustees may determine. The Committee shall hold at least four (4) regularly scheduled meetings each year and may hold additional special meetings at the call of its Chair or a majority of its members. All meetings of the Executive Committee shall be held on dates and at times and places designated by or in a manner determined by the Executive Committee.

6.03. Nominating Committee.
The Nominating Committee shall be composed of:

(a) the Past President of the Academy serving on the Board of Trustees, as Chair;
(b) the two (2) most senior Trustees-at-Large not serving the last year of their term and who are not serving on the Executive Committee;
(c) two (2) Senior Secretaries and the Secretary serving on the Board of Trustees who have not served on the previous year's Nominating Committee;
(d) one (1) Councilor from each Council Section who is not serving on the Board of Trustees and who is appointed to the Nominating Committee by the affirmative vote of at least a majority of the total number of Councilors of the Council Section, except that if the Academy has more than two (2) Council Sections, the Board of Trustees shall determine by rotation one (1) Councilor from each of only two (2) Council Sections to serve on the Nominating Committee, provided that no Council Section shall be represented for more than two (2) consecutive years; and
(e) the Executive Vice President, who shall be a nonvoting member of the Committee.

This Committee shall function as the nominating committee of the Board of Trustees for candidates for all Elected Officers and Trustees-at-Large. The Committee shall meet at the call of its Chair.  It shall recommend candidates to fill a vacancy in the position of Trustee-at-Large and in any Office in the Academy, other than the Office of President, except as otherwise provided in Section 5.04 of these Bylaws, and other than the positions of Chair of the Council and Vice Chair of the Council. No member of the Nominating Committee shall be eligible for re commendation to any Elected Office or other position on the Board of Trustees, except that a Senior Secretary or Secretary may be recommended for re-election if he or she is eligible for re-election.  No Senior Secretary or Secretary shall participate in any discussion or vote concerning that individual's potential or actual recommendation by the Committee to be re-elected.

In the event of a vacancy in the Nominating Committee resulting from the removal or resignation of a Trustee-at-Large, a Senior Secretary or a Secretary, the position may remain vacant or it may be filled by the President, who may appoint any Trustee-at-Large who is not serving on the Executive Committee, or any Senior Secretary or Secretary, even if such person served on the previous year’s Nominating Committee. If there is a vacancy resulting from the removal or resignation of a Councilor, the Chair of the Council may appoint a Councilor from the appropriate Council Section to replace him or her.

6.04. Audit Committee.  The Audit Committee shall be composed of at least three (3) members of the Board of Trustees. The Audit Committee shall interact with the Academy’s independent auditors, shall present the annual audit report to the Board of Trustees, and at all other times shall bring any material concerns to the attention of the Board of Trustees as soon as is practicable.

6.05. Other Committees. The Board of Trustees and the President shall have the authority to establish and appoint other Standing Committees and Special Committees of the Academy and of the Board of Trustees, in each instance with the composition, power, responsibility, and authority that the Board of Trustees may determine.