Article III. Board of Trustees
3.01. Authority
3.02. Composition of the Board of Trustees
3.03. Terms
3.04. Duties and Responsibilities of Trustees
3.05. Meetings
3.01. Authority.
The Board of Trustees shall manage and direct the business and affairs of the Academy. The Board of Trustees shall have all power, responsibility, and authority conferred upon the board of directors of a nonprofit corporation by Chapter 317A of the Minnesota Statutes, as now enacted or hereafter amended, except as that power, responsibility, or authority may be limited by the Articles of Incorporation or these Bylaws. The Board of Trustees shall have the final responsibility and authority for all actions and policies that are recommended or adopted by the Council or committees of the Academy or of the Board of Trustees, or the Academy's Officers, representatives to professional and governmental organizations, agents, or employees; and no action, policy, or recommendation shall be the action, policy, or recommendation of the Academy unless it is expressly adopted, ratified, or approved by the Board of Trustees or as provided for in Section 6.02. The Board of Trustees may, by action approved by the affirmative vote of at least a majority of the members of the Board of Trustees, delegate any of its powers, responsibility, or authority to any one (1) or more committees of the Board of Trustees or any Officer of the Academy, subject always to the direction and control of the Board of Trustees.
3.02. Composition of the Board of Trustees.
Trustees shall be composed of:
(a) the Executive Vice President;
(b) the President of the Board, who shall be the Chair of the Board of Trustees of the Academy; shall preside at all annual and special meetings of the Fellows and Members of the Academy; shall act as a representative of the Academy to the medical community at large and federal, state, and local governmental and private agencies and organizations; shall work with the Executive Vice President to ensure that basic Academy policies and programs are formulated and executed; shall serve no more than one (1) term as President, except as the contrary is provided in subsection (c); may create Special Committees and appoint interim Academy representatives to civic, professional, and governmental organizations as may be required to execute the business and affairs of the Academy; may attend meetings of all committees of the Academy and the Council, other than the Academy’s Nominating Committee; and shall have all other duties and responsibilities prescribed by these Bylaws, the Procedural Rules, and the Operational Procedures and that the Board of Trustees may determine. A person who has served as President of the Board is ineligible for nomination, election, or service as President-Elect of the Board;
(c) the President-Elect of the Board, who shall automatically become the President of the Board upon expiration of the President's term; shall, in the absence or disability of the President perform the duties and responsibilities of the President of the Board; shall fill any vacancy in the Office of President of the Board for the unexpired portion of the President's term and also serve a full term as President of the Board; shall serve no more than one (1) term as President-Elect of the Board; shall work with the President of the Board and the Executive Vice President to ensure that basic Academy policies and programs are formulated and executed; shall be the presiding officer of each plenary session of the Council and in that capacity shall convene and close the meeting, but shall not conduct the business of each plenary session of the Council; may attend meetings of all committees of the Academy, other than the Nominating Committee; and shall have all other duties and responsibilities prescribed by these Bylaws, the Procedural Rules, and the Operational Procedures and that the President of the Board or the Board of Trustees may determine;
(d) The Secretary for Annual Meeting, who shall be responsible for the annual meeting, scientific programs, and scientific exhibits and shall have all other duties and responsibilities prescribed by these Bylaws and that the Board of Trustees may determine;
(e) The Senior Secretary for Clinical Education, who shall coordinate the programs and activities of the Academy's Clinical Education Group and shall have all other duties and responsibilities that the Board of Trustees may determine;
(f) The Senior Secretary for Advocacy, who shall coordinate the programs and activities of the Academy's Advocacy Group and shall have all other duties and responsibilities that the Board of Trustees may determine;
(g) The Senior Secretary for Ophthalmic Practice, who shall coordinate the programs and activities of the Academy's Ophthalmic Practice Group and shall have all other duties and responsibilities prescribed by these Bylaws and that the Board of Trustees may determine;
(h) The Editor of Ophthalmology, who shall be responsible for publication of the Academy's journal Ophthalmology, shall be appointed by the Board of Trustees, and shall have all other duties and responsibilities prescribed by these Bylaws and that the Board of Trustees may determine;
(i) the most recent living Past President of the Board able to serve on the Board of Trustees;
(j) the Chair of the Council;
(k) the Vice Chair of the Council;
(l) the Chair of the Academy Foundation Advisory Board;
(m) six (6) Trustees-at-Large;
(n) not more than two (2) International Trustees-at-Large; and
(o) not more than (3) Public Trustees
Not more than one-fourth (1/4th) of the members of the Board of Trustees shall at the same time serve as officers or members of the governing board of any one (1) other ophthalmologic organization, other than an organization that is an affiliate or subsidiary of the Academy.
3.03. Terms.
(a) The President of the Board shall serve for a term of one (1) year, or until a successor is elected;
(b) The President-Elect of the Board shall serve for a term of one (1) year, or until a successor is elected;
(c) The Secretary for Annual Meeting shall serve for one (1) full term of three (3) years, or until a successor is elected, and shall be eligible for re-election to the same Office for one (1) additional full term;
(d) Each Senior Secretary shall serve for one (1) full term of three (3) years, or until a successor is elected, except that the terms of the Senior Secretaries shall be staggered so that the term of only one (1) of them expires each year. A Senior Secretary shall be eligible for re-election to the same Office for one (1) additional full term;
(e) The Editor shall serve for a maximum of three (3) terms of four (4) years each. Any person who has served as Editor for one or more terms of one year may be appointed for one or more four (4) year terms, provided that his or her total service as Editor does not exceed twelve (12) years;
(f) The Executive Vice President shall serve on the Board of Trustees for a term contemporaneous with his or her tenure as the Executive Vice President;
(g) Each Trustee-at-Large shall serve on the Board of Trustees for one (1) full term of four (4) years. A Trustee-at-Large shall be ineligible for re-election to the Board of Trustees for a second term as a Trustee-at-Large;
(h) The Chair of the Council shall serve on the Board of Trustees for one (1) full term of two (2) years, or for such shorter term as the person serves as Chair of the Council, and shall be ineligible for re-election to the Board of Trustees for a second term as Chair of the Council;
(i) The Vice Chair of the Council shall serve on the Board of Trustees for one (1) full term of two (2) years, or for such shorter term as the person serves as Vice Chair of the Council and shall be ineligible for re-election to the Board of Trustees for a second term as Vice Chair of the Council;
(j) The Chair of the Academy Foundation Advisory Board shall serve on the Board of Trustees for one (1) full term of three (3) years, or for such shorter term as the person serves as Chair of the Academy Foundation Advisory Board and shall be eligible for one additional three (3) year term;
(k) Each Public Trustee appointed by the Board of Trustees shall serve on the Board of Trustees for one (1) full term of three (3) years, except that the terms of the Public Trustees may be staggered by the Board of Trustees so that not all of the terms of Public Trustees expire in the same year. A Public Trustee shall be eligible for re-appointment to the Board of Trustees;
(l) Each International Trustee-at-Large appointed by the Board of Trustees shall serve on the Board of Trustees for one (1) full term of three (3) years, except that the terms of the International Trustees-at-Large may be staggered by the Board of Trustees so that the terms of the International Trustees-at-Large do not expire in the same year. An International Trustee-at-Large shall not be eligible for re-appointment to the Board of Trustees as an International Trustee-at-Large;
(m) A person who serves on the Board of Trustees for less than one-half (1/2) of a full term shall not be considered to have served a full term for purposes of determining the person's eligibility for continued service on or for re-election to the Board of Trustees. A person's term as a Trustee on the Board of Trustees commences on whichever is applicable of January 1 of the calendar year following the year in which the person is elected to the Board of Trustees or the date on which the person automatically becomes an ex officio member of the Board of Trustees.
3.04. Duties and Responsibilities of Trustees.
(a) The Past President of the Board serving on the Board of Trustees, the Chair of the Council, the Vice Chair of the Council, the Chair of the Academy Foundation Advisory Board, and each Public Trustee shall have all of the duties and responsibilities as Trustees prescribed by these Bylaws and that the President of the Board or the Board of Trustees may determine.
(b) The Trustees-at-Large shall have all of the duties and responsibilities prescribed by these Bylaws and that the President of the Board or the Board of Trustees may determine; and in the event of vacancies in the Offices of both the President of the Board and President-Elect of the Board, for any reason, the most senior Trustee-at-Large, or in the absence or disability of that person, the second most senior Trustee-at-Large, shall assume the duties and responsibilities of the President of the Board for the unexpired term.
(c) Each Trustee shall be entitled to one (1) vote on all matters coming before the Board of Trustees, except as the contrary is provided in the Procedural Rules, and except further that Public Trustees and International Trustees-at-Large shall not be entitled to vote on matters involving matters of governance, rules, or procedures of the Academy or matters described in Section 5.03.
3.05. Meetings.
The Board of Trustees shall hold at least three (3) regularly scheduled meetings each year and may hold additional special meetings at the call of the President of the Board or any five (5) Trustees. All meetings of the Board of Trustees shall be held on dates and at times and places designated by or in a manner determined by the Board of Trustees.