The American Academy of Ophthalmology Board of Trustees recommends the following proposed changes and amendments to the Academy Bylaws, Code of Ethics and Procedural Rules for consideration and adoption by voting fellows and members via official hybrid (mail and online) ballot to be sent following the Annual Business Meeting on Sunday, November 15, 2015 at the Sands Expo/Venetian Convention Center.
New language is underlined and deleted words and phrases are indicated by strike through. Only the affected portions of the current documents are printed below.
Board of Trustees Statement: The Board of Trustees supports the amendment to the Bylaws which allows the establishment of a new affiliate membership category so that members of the AAOE (American Academy of Ophthalmic Executives) can be recommended for Affiliate Membership in the Academy.
Bylaws
Article I: Membership
1.13. Affiliate Members. A health professional in ophthalmology who is employed in a profession designated by the Board of Trustees may be eligible for affiliate membership. Affiliate Members must be employed by or with one or more Active or Life Fellows, Active Members, International Members, or Active or Life Osteopathic Fellows of the Academy at the time of their nomination and throughout their tenure as an Affiliate Member. A person thought to be an eligible candidate for invitation may be nominated by an Active or Life Fellow, Active Member, International Member, or Active or Life Osteopathic Fellow on the form prescribed by the Board of Trustees. If the Board of Trustees, in its sole discretion, determines that the candidate should be invited for membership as an Affiliate Member, an acceptance form prescribed by the Board of Trustees shall be furnished to the candidate. All information submitted on or with an application form, a nomination form, or an acceptance form shall be subject to review and verification by or under the supervision of the Board of Trustees. A certification attesting to the person's continued satisfaction of all the requirements for eligibility for nomination as an Affiliate Member shall be submitted upon request.
Board of Trustees Statement: The Board of Trustees supports the amendments to the Bylaws and Procedural Rules which clarify the title of officer in compliance with IRS regulations.
Article I: Membership
1.20. Voting and Holding Office in the Academy. The only classes of membership entitled to vote on any matter or to attend any annual or special business meeting of the Academy shall be Active Fellows, Active Osteopathic Fellows, Life Fellows, Life Osteopathic Fellows, Active Members, and Life Members. Only Active Fellows, Active Osteopathic Fellows and Life Fellows shall be eligible for nomination, election, or appointment as an Elected or Appointed Officer or as a Trustee-at-Large of the Academy or as the Chair or Vice Chair of the Council to a position set forth in Section 3.02(a) through (m) of these Bylaws, and only International Members, or those Fellows and Members who practice exclusively outside of the United States, shall be eligible for appointment as an International Trustee-at-Large.
Article II: Meetings and Vote of Fellows and Members
2.05. Order of Business. At each annual business meeting of the Voting Fellows and Members of the Academy, the order of business shall be:
(a) call to order;
(b) report of the President of the Board of Trustees;
(c) report of the Executive Vice President;
(d) election of Fellows and Members;
(e) new business;
(f) announcements and notices; and
(g) adjournment
The order of business of each annual business meeting may be amended by an affirmative vote of a majority of the Voting Fellows and Members present and voting at the meeting. The order of business at a special meeting and at a Mid-Year Forum shall be as specified in the notice of the meeting or the Forum.
2.08. Procedural Rules, Parliamentary Authority, and Rules of Order. The Board of Trustees may from time to time adopt, revise or amend, subject to subsequent ratification by the Voting Fellows and Members, Procedural Rules that are not inconsistent with the Articles of Incorporation or these Bylaws relating to the presentation of papers at sessions of the Academy; notices of meetings of, quorum requirements for, and means of taking actions by the Board of Trustees, Secretariats, and committees; procedures applicable to contested elections for the positions of Elected Officers and Trustees-at-Large of the Academy and Chair and Vice Chair of the Council; procedures for voting by mail ballot or online voting for the election of persons to the positions of Elected Officers and Trustees-at-Large of the Academy and Chair and Vice Chair of the Council; procedures for voting by mail ballot or online voting on proposed amendments or revisions in the Academy's Articles of Incorporation, these Bylaws, the Code of Ethics, or the Procedural Rules; and other matters that do not relate to the rights or responsibilities of Fellows or Members of the Academy. The deliberations of the Fellows and Members of the Academy, the Board of Trustees, the Council, and all committees shall be governed by the rules contained in the then-current edition of Robert's Rules of Order Newly Revised in all cases in which those Rules are not inconsistent with the Articles of Incorporation, these Bylaws, the Procedural Rules, the Operational Procedures, customary practices, and procedures of the Academy.
Article III: Board of Trustees
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 Elected or Appointed Officer of the Academy, subject always to the direction and control of the Board of Trustees.
3.02. Composition of the Board of Trustees. The Board of Trustees shall be composed of:
(a) the persons who are from time to time the Elected and Appointed Officers of the Academy referred to in Section 4.01 of these Bylaws; 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.
(bi) the most recent living Past President of the Academy Board able to serve on the Board of Trustees;
(cj) the Chair of the Council;
(dk) the Vice Chair of the Council;
(el) the Chair of the Academy Foundation Advisory Board;
(fm) six (6) Trustees-at-Large;
(gn) not more than two (2) International Trustees-at-Large; and
(ho) 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) Each Elected Officer and Appointed Officer The Executive Vice President shall serve on the Board of Trustees for a term contemporaneous with the person's his or her tenure as the Executive Vice President an Elected Officer or an Appointed Officer in accordance with Article IV.
(bg) 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.
(ch) 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,
(di) 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.
(ej) 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.
(fk) 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.
(gl) 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.
(hm) 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 determined by the Board of Trustees and at times and places designated by or in a manner determined by the Board of Trustees.
Article IV: Officers
4.01. Elected and Appointed Officers.
(a) The Elected Officers of the Academy shall be:
(1) President;
(2) President-Elect;
(3) Secretary for Annual Meeting;
(4) Senior Secretary for Clinical Education;
(5) Senior Secretary for Advocacy; and
(6) Senior Secretary for Ophthalmic Practice.
(b) The Appointed Officers of the Academy shall be:
(1) Editor; and Executive Vice President;
(2) Executive Vice President. Treasurer;
(3) Corporate Secretary, who, in addition to the usual duties of the office, shall have the authority to make allcorporate filings as may be required by California or any other jurisdiction; and
(4) Chief Financial Officer.
4.02. Terms of Office.
(a) The President shall serve for a term of one (1) year, or until a successor is elected.
(b) The President-Elect shall serve for a term of one (1) year, or until a successor is elected.
(c) The Secretary for Annual Meeting shall serve as an Elected Officer 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 as an Appointed Officer 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.
(fa) The Executive Vice President shall serve as an Appointed Officer for a term determined in the manner provided for in Section 4.1003 of these Bylaws.
(b) The Chief Financial Officer shall be appointed by the Board of Trustees for a term as they determine, but shall not be a member of the Board of Trustees.
(g) A person who serves in an Elected Office 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 re-election to the same Office. The term of each Elected Officer shall commence on January 1 of the calendar year following the year in which the Officer is elected, except that the term of the President shall commence either on the date on which the person is succeeded as President-Elect or on January 1 of the calendar year following the year in which the person is elected to the Office of President in accordance with Section 4.11, as the case may be.
4.03. The President 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 Section 4.04; 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 Academy is ineligible for nomination, election, or service as President-Elect of the Academy.
4.04. The President-Elect shall automatically become the President of the Academy upon expiration of the President's term; shall, in the absence or disability of the President perform the duties and responsibilities of the President; shall fill any vacancy in the Office of President for the unexpired portion of the President's term and also serve a full term as President; shall serve no more than one (1) term as President-Elect; shall work with the President 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 or the Board of Trustees may determine.
4.05. The Secretary for Annual Meeting 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.
4.06. The Senior Secretary for Clinical Education 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.
4.07. The Senior Secretary for Advocacy 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.
4.08. The Senior Secretary for Ophthalmic Practice 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.
4.09. The Editor of Ophthalmology 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.
4.1003. The Executive Vice President shall be an Active or Life Fellow of the Academy and shall be elected to, and may be removed from, office upon the affirmative vote of two-thirds (2/3rds) of the members of the Board of Trustees. The term of office and compensation of, and other provisions with respect to, the Executive Vice President, to the extent not inconsistent with these Bylaws, shall be as specified in a contract with the Executive Vice President approved by the Executive Committee Board of Trustees. In addition to the other powers, duties, and responsibilities, and authority of the Executive Vice President provided for in these Bylaws, the Executive Vice President shall serve as the Chief Executive Officer, Treasurer, and Corporate Secretary of the Academy and shall have and exercise all powers, duties, and responsibilities usually incident to each and all of those offices, may attend all meetings of the Academy and the Council and their respective committees, and shall have all other powers, duties, and responsibilities prescribed by these Bylaws, the Procedural Rules, and the Operational Procedures for the Council and that the Board of Trustees or the Executive Committee may determine.
4.11. Other Officers. The Board of Trustees shall have authority to elect or appoint, remove, with or without cause, and replace all other Officers or agents that the Trustees may deem appropriate. Each Officer or agent elected or appointed by the Board of Trustees shall have the duties and responsibilities set forth in the person's contract, if any, approved by or in a manner determined by the Executive Committee or the Board of Trustees, as the case may be, or in resolution of the Board of Trustees electing or appointing the person as an Officer or agent. A person's election or appointment to any Office or other position by the Board of Trustees shall not in itself create contract rights between the person and the Academy, and a person's removal from the Office or other position shall be without prejudice to the contract rights, if any, of the person removed. Officers or agents elected or appointed by the Board of Trustees may, unless otherwise determined by the Board of Trustees, attend meetings of the Board of Trustees.
Article V: Nominations, Elections, Removals, and Vacancies
5.01. Nominations for Elected Officers, Trustees-at-Large, Council Chair and Council Vice Chair. Prior to each annual business meeting of the Voting Fellows and Members of the Academy, the Board of Trustees, acting on the recommendations of the Nominating Committee for candidates as Elected Officers and Trustees-at-Large, on the recommendations of the Council for candidates as Chair and Vice Chair of the Council, and on the recommendation of any Trustee for any of those Offices or positions, shall nominate:
(a) one (1) Eligible Fellow for each vacancy to occur on the ensuing January 1 in an Elected Office,
(b) one (1) Eligible Fellow for each vacancy to occur on the ensuing January 1 in the position of Trustee-at-Large,
(c) one (1) nominee for any vacancy to occur on the ensuing January 1 in the position of Chair of the Council, and
(d) one (1) nominee for any vacancy to occur on the ensuing January 1 in the position of Vice Chair of the Council.
The Board of Trustees shall cause to be published the names of all persons nominated in accordance with these Bylaws in the official notice of the annual business meeting. In the event of the death or withdrawal from candidacy of any nominee before the election, the Board of Trustees shall designate a substitute nominee, at any time before the election without notice, except that in the event of the death or withdrawal from candidacy of any nominee for the position of Chair or Vice Chair of the Council before the election, the Council, acting at a time and in a manner approved by the Board of Trustees, shall submit to the Board of Trustees a recommendation for a substitute nominee. Other candidates for a vacancy to occur on the ensuing January 1 in any Elected Office, in the position of Trustee-at-Large, or in the positions of Chair or Vice Chair of the Council may be nominated by a written petition signed by at least fifty (50) Voting Fellows and Members and filed with the Executive Vice President at least sixty (60) days prior to the date of the annual business meeting. Only a Councilor in the same Council Section as the nominee named in the notice shall be eligible for nomination by petition for the position of Chair or Vice Chair of the Council. A person shall not be nominated for, be elected to, or simultaneously hold more than one (1) Office or position on the Board of Trustees.
5.03. Removal. Any Elected or Appointed Officer of the Academy and any other Trustee may be removed from the person's Office or position by the affirmative written ballot of four-fifths (4/5ths) of the Academy members on the Board of Trustees, whenever, in their judgment, the removal will serve the best interests of the Academy; provided, however, that the removal shall be without prejudice to contract rights of the person removed. A person's election or appointment to any Office or other position shall not create contract rights between the person and the Academy.
5.04. Vacancies. A vacancy in any Office or Trusteeship other than President of the Board of Trustees, or in the positions of Chair or Vice Chair of the Council, shall be filled by the affirmative vote of a majority of the remaining members of the Board of Trustees, although less than a quorum, upon the recommendation of the Nominating Committee or any Trustee until whichever is the earlier to occur of the expiration of the Officer's person’s term or the last day of the calendar year in which the next annual business meeting of the Academy is held. A successor shall be elected in the manner set forth in these Bylaws to fill the vacancy for the portion of an unexpired term that continues after the end of the calendar year in which the meeting is held. If a vacancy occurs in the Office of President-Elect of the Board of Trustees, the Nominating Committee shall, in accordance with Section 5.01 of these Bylaws, recommend for election at the next annual business meeting both a President of the Board of Trustees and a President-Elect of the Board of Trustees for terms commencing on January 1 of the ensuing calendar year. If a vacancy occurs in the position of Chair of the Council, the vacancy shall be filled by the Board of Trustees, acting on the recommendation of the Council until whichever is the earlier to occur of the expiration of the Chair's term or the last day of the calendar year in which the next annual meeting of the Council is held. If a vacancy occurs in the position of Vice Chair of the Council, the vacancy shall be filled by the Board of Trustees, acting on the recommendation of the Council until whichever is the earlier to occur of the expiration of the Vice Chair's term or the last day of the calendar year in which the next annual meeting of the Council is held.
Article VI: Committees of the Board of Trustees
6.02. Executive Committee. The Executive Committee shall be composed of:
(a) the President of the Board of Trustees, as the Chair;
(b) the Past President of the Board of Trustees serving on the Board of Trustees;
(c) the President-Elect of the Board of Trustees;
(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 Board of Trustees 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 of the Board of Trustees, 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 recommendation 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 of the Board of Trustees, 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.
6.05. Other Committees. The Board of Trustees and the President of the Board of Trustees 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.
Procedural Rules of the American Academy of Ophthalmology, Inc.
B. Issue Analysis Group
The Issue Analysis Group shall be composed of
(1) the President-Elect of the Board of Trustees, 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 of the Board of Trustees, 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 he 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 of the Board of Trustees 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.
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.
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.
3. At or as soon as practicable after the annual business meeting, the President of the Board of Trustees 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.
10. The Tellers shall report to the President of the Board of Trustees the results of the election of Elected Officers by mail ballot as soon as the results are tallied.
K. Conflict of Interest Rule
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, Senior Secretary, Appointed Officer, employee, or agent of the Academy, even though the Insider is also receiving compensation from the Academy.
Board of Trustees Statement: The Board of Trustees supports the revisions to Code of Ethics Rules 2 and 6 to more specifically define appropriate ethical behavior for members when providing informed consent and pretreatment assessment.
Code of Ethics
B. Rules of Ethics
2. Informed Consent. The performance of medical or surgical procedures shall be preceded by appropriate informed consent. When obtaining informed consent, pertinent medical facts and recommendations consistent with good medical practice must be presented in understandable terms to the patient or to the person responsible for the patient. Such information should include alternative modes of treatment, the objectives, risks, and possible complications of such a treatment, and consequences of no treatment. The operating ophthalmologist must personally confirm with the patient or patient surrogate their (his or her) comprehension of this information.
6. Pretreatment Assessment. Treatment (including but not limited to surgery) shall be recommended only after a careful consideration of the patient's physical, social, emotional and occupational needs. The ophthalmologist must evaluate and determine the need for treatment for each the patient. and If the pretreatment evaluation is performed by another health care provider, the ophthalmologist must assure that the evaluation accurately documents the ophthalmic findings and the indications for treatment. Recommendation of unnecessary treatment or withholding of necessary treatment is unethical.
Board of Trustees Statement: The Board of Trustees supports the revision to Code of Ethics Administrative Procedure 4(a)2 to more specifically define appropriate ethical behavior when engaging in communications surrounding an Ethics Committee investigation.
Code of Ethics
C. Administrative Procedures
4. Proceedings on Challenges
(a) Hearing on a Challenge
2. Hearing Format and Procedures. The hearing is conducted by a Hearing Panel, with any three (3) or more Committee members participating, other than the investigator and any other Committee member who assisted substantially in the investigation of the challenge, any Committee member whose professional activities are conducted at a location in the approximate area of that of the challenged Fellow or Member, or who, in that Committee member’s discretionary judgment, may not be impartial for any reason. The Chair of the Ethics Committee may be one (1) of the three (3) or more members of the Hearing Panel unless the Chair is disqualified by reason of circumstances described in the preceding sentence. The Hearing Panel elect from their number a Hearing Officer to preside at the hearing. The Hearing Officer shall be assisted by the Ethics Committee’s staff and legal counsel, and shall assure that these Administrative Procedures are followed. The Hearing Officer may issue any appropriate procedural or evidentiary rulings in the course of the hearing. The Hearing Panel shall not be bound by technical rules of evidence which are usually applicable in legal proceedings, but it may receive and consider any evidence (to include documentary evidence and testimony of witnesses in person or by telephonic examination) it deems to be appropriate and relevant or potentially relevant. The Hearing Panel may receive a person’s signed affidavit in lieu of the person's testimony at the hearing or through telephonic examination, unless the Hearing Officer concludes, in his or her sole discretion, that substantial prejudice would result therefrom. The Chief Investigator, or a person or persons designated by the Hearing Officer, shall summarize for the Hearing Panel the results of the investigation up to the date of the hearing which are believed to support a finding that the challenged Fellow or Member has failed to observe the Rules of Ethics, and may make such other introductory factual remarks as the Hearing Officer or the Hearing Officer's designate deems appropriate. The Hearing Officer shall present the facts indicating that the challenged Fellow or Member has failed to observe the Rules of Ethics, including documentary evidence and the testimony of witnesses. Those witnesses shall be available in person or by telephone for questioning by the members of the Hearing Panel and its legal counsel and by the challenged Fellow or Member or his or her legal counsel or other representative. The challenged Fellow or Member subject to the challenge may be assisted at the hearing, at their sole cost and expense, by legal counsel or other representative. The challenged Fellow or Member or legal counsel or other representative may present documentary evidence and the testimony of witnesses in the Fellow's or Member's defense. Those witnesses shall be available in person or by telephone for questioning by the challenged Fellow or Member or legal counsel or other representative and by the members of the Hearing Panel and its legal counsel. The challenged Fellow or Member shall be given 60 minutes to make a presentation to the Hearing Panel; all witness and counsel presentations are included in this 60 minute time frame, unless there is good cause to lengthen this time frame and all parties are in agreement. Any information may be considered which is relevant or potentially relevant. The challenged Fellow or Member may submit a written statement at the close of the hearing. A transcript, audio, or video recording of the hearing is made. The hearing is closed to all persons except the Hearing Panel, the Chief Investigator, the challenged Fellow or Member, their respective witnesses (when testifying and at other times as determined by the Hearing Officer) and legal counsel or, in the case of the Fellow or Member, other representative, Ethics Committee staff, and legal counsel and official reporter, if any. The official record of the hearing becomes part of the record of the investigation of the challenge. The Hearing Panel may delay the vote (as to the determination of hearing) to allow time to consider the official transcript or other recording of the hearing. Ex Parte communications prior to the hearing between the challenged Fellow or Member and the Hearing Officer or the Hearing Panel members shall be considered as non-cooperation with these Administrative Procedures and shall be prohibited in the absence of good cause. Unauthorized oral or written communications with any member of the Ethics Committee or with any member of the Academy’s Board of Trustees prior to the final resolution of a challenge (including the completion of any appeal) are strictly forbidden. Any such unauthorized communications by the challenged Fellow or Member, or by the submitter of the challenge, either directly or by proxy, shall be considered as non-cooperation with the Ethics Committee and shall be subject to the same sanctions as the failure to observe the Rules of Ethics.