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Bylaws of the American Academy of Ophthalmology, Inc.



Article IX. Amendments and Revisions

9.01. General
9.02. Amendments Related to Legal or Tax-Exempt Status


9.01. General.
The Articles of Incorporation of the Academy, these Bylaws, and the Academy's Code of Ethics may be amended or revised, and any proposed amendment or revision of the Procedural Rules may be ratified, by mail and electronic ballot conducted in accordance with the Procedural Rules after the annual business meeting of the Fellows and Members of the Academy referred to in this Section 9.01, provided that:

(a) in the case of a proposed amendment or revision of the Articles of Incorporation, the Board of Trustees, by the affirmative vote of two-thirds (2/3rds) of the Trustees present and voting at a meeting, adopts resolutions setting forth the proposed amendment or revision and recommending that it be presented to the Fellows and Members at their next annual business meeting; and

(b) in the case of a proposed amendment or revision of these Bylaws or the Academy's Code of Ethics, either (i) the Board of Trustees, by the affirmative vote of two-thirds (2/3rds) of the Trustees present and voting at a meeting, adopts resolutions setting forth the proposed amendment or revision and recommending that it be presented to the Voting Fellows and Members at their next annual business meeting, or (ii) one percent (1%) of the total number of Voting Fellows or Members submit to the Executive Vice President, at least ninety (90) days prior to the date of the next annual business meeting of the Voting Fellows and Members, a petition signed by them setting forth the proposed amendment or revision to be presented to the Voting Fellows and Members at their next annual business meeting; and

(c) in the case of a proposed amendment or revision of the Procedural Rules, the Board of Trustees, by the affirmative vote of two?thirds (2/3rds) of the Trustees present and voting at a meeting, adopts resolutions setting forth the proposed amendment or revision and recommending that it be submitted to the Voting Fellows and Members at their next annual business meeting for ratification;

(d) notice of the proposed wording of the amendment or revision is given to all Voting Fellows and Members at least thirty (30) days prior to the date of the annual business meeting of the Voting Fellows and Members at which the proposals are to be presented; and

(e) if a proposed amendment or revision of the Articles of Incorporation or these Bylaws or the Code of Ethics is amended solely to correct a grammatical error at the annual business meeting of the Voting Fellows and Members by the affirmative vote of at least two-thirds (2/3rds) of the Voting Fellows and Members present and voting, the amended version of the proposed amendment or revision shall be the version submitted to the Voting Fellows and Members for action by mail and electronic ballot; and

(f) each proposed amendment or revision of the Articles of Incorporation or these Bylaws or the Code of Ethics is adopted if it receives the affirmative vote of two-thirds (2/3rds) of the Voting Fellows and Members who timely submit valid ballots; and

(g) each proposed amendment or revision of the Procedural Rules is ratified if it receives the affirmative vote of at least a majority of the Voting Fellows and Members who timely submit valid ballots.


9.02. Amendments Related to Legal or Tax-Exempt Status.

Notwithstanding the provisions of Section 9.01, if any amendment or revision of the Articles of Incorporation or these Bylaws, or both, is required to enable the Academy to maintain its status as a nonprofit corporation under applicable Minnesota law, as that law exists from time to time, or its status as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, the Board of Trustees shall have the power and authority to amend the Articles of Incorporation or these Bylaws, or both, as the case may be, by adopting the amendments or revision by the affirmative vote of two-thirds (2/3rds) of the Trustees present and voting at a meeting; provided, that no amendment or revision shall substantially change the purposes of the Academy or the rights, privileges, duties, and responsibilities of the Fellows and Members and the Board of Trustees unless the amendment or revision is noticed, approved, and adopted in accordance with the provisions of Section 9.01.