Bylaws

SECTION 1.01 - Name of Corporation

The name of this corporation is the American Association for Pediatric Ophthalmology and Strabismus (AAPOS).

SECTION 2.01 - Principal Office of the Corporation

The principal office of the Corporation is located at 655 Beach Street, San Francisco, California. The Board of Directors shall have the power to change the location of the principal office. Any such change of location must be written in the space provided below.

New Office Location

Effective Date:

New Street Address:

New City, State, Zip:

SECTION 2.02 - Other Offices of the Corporation

The Board of Directors may at any time establish additional offices wherever this corporation is qualified to conduct its activities.

SECTION 3.01 - Purposes of the Corporation

The purposes of this corporation are as follows:

• To advance the quality of children’s eye care by:
  
  • Establishing guidelines of practice at the highest level of competence and ethics
  • Encouraging the training of ophthalmologists who are primarily concerned with eye care of children
  • Fostering concepts which benefit children’s eye health through preventive as well as remedial activities.
• To support training of pediatric ophthalmologists by:
  • Establishing educational goals
  • Encouraging the establishment and maintenance of post-residency training programs
  • Encouraging training in pediatric ophthalmology in established residency programs
  • Sponsoring post-graduate meetings and seminars
  • Propagating educational materials related to the training of pediatric ophthalmologists.
• To support research activities in pediatric ophthalmology by encouraging and supporting individual and cooperative clinical research.
• To advance the care of adults with strabismus and threats to binocular vision, through support of research and education and by demonstrating the value of advances in clinical care.

SECTION 4.01 - Classes of Membership

There shall be the following classes of membership in this Association: Charter Member, Active Member, Associate Member, Member Emeritus, Inactive Member, International Member, Honorary Member, Orthoptist Member, Affiliate Member, Administrator Member, Candidate Member (which includes Candidate-in-Training and International Candidate-in-Training sub-categories), Resident Member, and Student Member.

SECTION 4.02 - Charter Member

An ophthalmologist who joined the Association at the time of the founding of the Association and who was actively engaged in instruction, research, or patient care in the field of Pediatric Ophthalmology or Strabismus was designated a Charter Member. A list of Charter Members was established and closed by the first Board of Directors.

A Charter Member shall have the right to vote and hold office as long as he or she meets the requirements of Active membership.

SECTION 4.03 - Active Member

A physician who is licensed to practice medicine and surgery, residing and actively practicing in the United States or in Canada, and who is certified in ophthalmology by either the American Board of Ophthalmology, the American Osteopathic Association, or by the Royal College of Physicians and Surgeons of Canada, and who is in good standing as an Active Fellow of either the American Academy of Ophthalmology; the American Osteopathic College; or an Active Member of the Canadian Ophthalmological Society, and who has completed one year of fellowship training in pediatric ophthalmology and/or strabismus under direction of an AAPOS Member (for fellowships completed in 1996 or earlier) or who has satisfactorily completed an AAPOS approved fellowship program (for fellowships completed after 1996 and before 2006) or who has satisfactorily completed an Association of University Professors in Ophthalmology Fellowship Compliance Committee compliant fellowship in 2006 or later, and who has completed one year of practice in pediatric ophthalmology and/or strabismus, and whose current practice consists of at least 75% pediatric ophthalmology and/or strabismus is eligible to apply to become an Active Member. In exceptional cases, the board of directors may authorize active membership if the applicant meets most of the requirements.

An Active Member shall have the right to vote and hold office.

SECTION 4.04 - Associate Member

A physician who is licensed to practice medicine and surgery in one or more of the United States or in Canada, and who is certified in ophthalmology by either the American Board of Ophthalmology, the American Osteopathic Association, or by the Royal College of Physicians and Surgeons of Canada, and who is in good standing as either an Active Fellow of the American Academy of Ophthalmology; the American Osteopathic College; or an Active Member of the Canadian Ophthalmological Society, and who has made a significant commitment to the field of pediatric ophthalmology and strabismus, and who meets one of the following criteria: (a) completion of a six month fellowship training program in pediatric ophthalmology or strabismus and two years in practice consisting of at least 50% pediatric ophthalmology and/or strabismus; (b) completion of a two year preceptorship with an AAPOS Member and one year in practice consisting of at least 50% pediatric ophthalmology and/or strabismus; or (c) no fellowship training program but five years in practice consisting of at least 50% pediatric ophthalmology and/or strabismus, is eligible to apply to become an Associate Member.

An Associate Member shall have the right to vote and shall be ineligible to hold office.

SECTION 4.05 - Member Emeritus

A Charter Member, Active Member, Associate Member, International Member, Honorary Member, or Orthoptist Member who is in good standing with AAPOS, who has been such a member for ten or more years, and who is completely retired from the financially compensated clinical practice of pediatric ophthalmology and/or strabismus (excluding nominal payments for volunteering for clinics or international work), is eligible to apply to become a Member Emeritus in his or her previous category of membership. An Emeritus Member who resumes the clinical practice of pediatric ophthalmology and/or strabismus, even on a part-time basis, must notify AAPOS within 60 days, and he or she will no longer be eligible for Emeritus status.

A Member Emeritus shall have the right to vote and shall be ineligible to hold office.

SECTION 4.06 - Inactive Member

A member in any class of membership who is no longer actively engaged in instruction, research, or patient care in pediatric ophthalmology and/or strabismus for at least one year, but who is not permanently retired, and whose license to practice medicine remains valid and unrestricted may request inactive status. Determination of the grounds for eligibility for this status and approval of an individual application shall be at the discretion of the Board of Directors. Upon removal of the grounds upon which this status had been granted by the Board of Directors, an Inactive Member shall resume the class of membership held prior to entering inactive status, or may apply to transfer to another class for which he or she fulfills the eligibility criteria.

An Inactive Member shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.07 - International Member

A physician who is licensed to practice medicine and surgery, and who meets one of the following criteria: (a) completion of a six-month fellowship training program in pediatric ophthalmology and/or strabismus and two years in practice consisting of at least 50% pediatric ophthalmology and/or strabismus; (b) completion of a two year preceptorship with an AAPOS Member and one year in practice consisting of at least 50% pediatric ophthalmology and/or strabismus; (c) no fellowship training program, but five years practice consisting of at least 50% pediatric ophthalmology and/or strabismus; or (d) one year of fellowship training in pediatric ophthalmology and/or strabismus under the direction of an AAPOS Member and one year in practice consisting of at least 50% pediatric ophthalmology and/or strabismus is eligible to apply to become an International Member.

An International Member shall have the right to vote and shall be ineligible to hold office.

SECTION 4.08 - Honorary Member

An individual of outstanding caliber, who has made a major contribution in the fields of pediatric ophthalmology and/or strabismus, may be elected to Honorary Membership by the Board of Directors.

An Honorary Member shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.09 - Orthoptist Member

An orthoptist who has been certified by either the American Orthoptic Council or the Canadian Orthoptic Council, or an orthoptist whose country has full membership status in the International Orthoptic Association shall be eligible to apply to become an Orthoptist Member.

An Orthoptist Member shall have the right to vote and shall be ineligible to hold office.

SECTION 4.10 - Affiliate Member

A physician who is licensed to practice medicine and surgery in one or more of the United States or in Canada who is:

1. Certified in ophthalmology by either the American Board of Ophthalmology, the American Osteopathic Association, or by the Royal College of Physicians and Surgeons of Canada and who is in good standing as an Active Fellow of either the American Academy of Ophthalmology, the American Osteopathic College, or an Active Member of the Canadian Ophthalmological Society
2. Or, a PhD or physician practicing outside the field of ophthalmology; and has demonstrated contributions to the field of pediatric ophthalmology and/or strabismus and is not eligible for another class of AAPOS membership and has been nominated by three active AAPOS members.

An Affiliate Member shall have the right to vote and shall be ineligible to hold office.

SECTION 4.11 - Administrator Member

An individual who is a practice manager or administrator for an Active, Associate, or Emeritus member’s practice may apply to become an Administrator Member. The Active, Associate or Emeritus member shall verify the applicant’s role in their practice by completing a reference, once the application is submitted. Should that role change, the administrator member and/or the Active, Associate or Emeritus member shall notify AAPOS.

Administrator applicants will be reviewed by the Membership Committee with confirmation by the Board of Directors.

An Administrator Member shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.12 - Candidate Member

SECTION 4.12.1 - Candidate-In-Training

A physician who is engaged on a full-time basis in an Association of University Professors in Ophthalmology Fellowship Compliance Committee compliant fellowship shall be eligible to apply for the status of Candidate-in-Training. An individual is eligible for the category of Candidate-in-Training for the duration of the fellowship program plus two years for a total not to exceed four years. Applicants for the Candidate-in-Training category will be reviewed and considered by the Membership Committee with confirmation by the Board of Directors. Admission as a Candidate-in-Training does not waive any requirement, including maintaining active and unrestricted licensure, necessary for any category of membership.

A Candidate-in-Training shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.12.2 - International Candidate-In-Training

A physician who is engaged on a full-time basis in a fellowship for international physicians consisting of a two year preceptorship with an Active AAPOS Member, International Member, or Emeritus Member, or a program of fellowship training in pediatric ophthalmology and/or strabismus of at least six months under the direction of an Active AAPOS Member, International Member, or Emeritus Member, shall be eligible to apply for the status of International Candidate-in-Training. An individual is eligible for the category of International Candidate-in-Training for the duration of the fellowship program plus one year for a total not to exceed three years. Applicants for the International Candidate-in-Training category will be reviewed and considered by the Membership Committee with confirmation by the Board of Directors. Admission as an International Candidate-in-Training does not waive any requirement necessary for any category of membership.

An International Candidate-in-Training shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.13 - Resident Member

A resident physician enrolled in a residency program accredited by the Accreditation Council for Graduate Medical Education (ACGME) or the American Osteopathic Association (AOA) in ophthalmology or in a one year preliminary program before entering an ophthalmology residency, or a graduate of an American Association of Medical Colleges (AAMC)- or Committee On Accreditation Of Canadian Medical Schools (CAMCS (CAMCE))- or Commission on Osteopathic College Accreditation (COCA)- accredited medical school or resident physician participating actively in a post-graduate research program under the direction of an Active Member or Emeritus Member, may apply to become a Resident Member. An Active Member or Emeritus Member shall verify the applicant’s role in their program or research by completing a reference, once the application is submitted. An individual is eligible for the category of Resident Member for the duration of their residency training. Resident Members who qualify based on research participation alone must reapply every year. Resident Member applicants will be reviewed by the Membership Committee with confirmation by the Board of Directors. Admission as a Resident Member does not waive any requirement necessary for any category of membership, except that medical school graduates participating in research only shall be exempted from the requirement of holding an active or provisional medical license.

A Resident Member shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.14 - Student Member

A medical student attending an American Association of Medical Colleges (AAMC)- or Committee on Accreditation of Canadian Medical Schools (CAMCS (CAMCE))- or Commission on Osteopathic College Accreditation (COCA)- accredited medical school may apply to become a Student Member. An Active Member or Emeritus Member shall verify the applicant’s role in their training or research by completing a reference, once the application is submitted. An individual is eligible for the category of Student Member for the duration of their medical school training. Student Member applicants will be reviewed by the Membership Committee with confirmation by the Board of Directors. Admission as a Student Member does not waive any requirement necessary for any category of membership, except that Student Members shall be exempted from the requirement of holding a medical degree.
A Student Member shall not have the right to vote and shall be ineligible to hold office.

SECTION 4.15 - Approval for Membership at Annual Meeting

Candidates for membership as Active, Affiliate, Associate, International, and Orthoptist members shall be voted upon at the Business Session of the Annual Meeting following recommendations by the Board of Directors. Membership approval requires an affirmative vote of seventy-five percent (75%) of the members eligible to vote and voting at the Annual Meeting in person, by electronic ballot or by absentee ballot according to procedural rules. The individual’s vote shall be by written or electronic ballot if negative comment is present in discussion of any candidate.

SECTION 4.16 - Loss of Membership and Other Sanctions; Reinstatement

1. A member shall lose his or her membership for becoming delinquent in the payment of dues for more than six (6) months, or for the failure to maintain an active and unrestricted license or certificate, as applicable, to practice his or her profession. For purposes of this subsection, a license or certificate ceases to be active and unrestricted if it is in any manner and to any extent whatsoever revoked, conditioned, suspended, limited, qualified, subjected to the terms of probation or restricted by a court, department, board or administrative agency.

2. A member shall lose his or her membership, or have his or her membership suspended, or shall be subject to a public or a private reprimand if he or she engages in ethical violations or other egregious conduct that would be generally unacceptable to the membership of the Association. Without limiting the foregoing, a final determination of a violation of the Code of Ethics of the American Academy of Ophthalmology shall be presumed to constitute an ethical violation for purposes of this subsection.

3. A member of groups specified in sections 4.04-4.14 (excluding section 4.08, Honorary Members) is subject to loss of his or her membership, or have his or her membership suspended if he or she fails to continuously meet the eligibility requirements specified in the section granting them membership.

4. In rare cases, a member also may be subject to termination or suspension by a 3/4 vote of the Board of Directors for actions that either are deleterious to the purposes of the Association, or are offensive to the dignity of the Association.

5. In all matters arising under Section 4.12, the member shall receive at least fifteen (15) days' prior written notice of the proposed termination or suspension and the reasons for it, and shall be entitled to oppose the proposed termination or suspension in whole or in part by written submission to the Board of Directors, which must be received by the Association's Executive Vice President at least five (5) days before the effective date of the proposed termination or suspension. Upon receipt of a timely written submission from the member, the effective date of the proposed termination or suspension or other sanction shall be stayed pending review by the Board of Directors of the submission, and its vote as to whether to affirm, vacate, or modify the proposed termination or suspension or other sanction.

6. A favorable vote by 2/3 of the Board of Directors shall be required for reinstatement of a former member who has lost his or her membership.

7. The provisions of this Section shall apply to all classes of membership and to Candidates-in-Training. The Board of Directors may, for sufficient reasons in exceptional cases, set aside the provisions of this Section, subject to any conditions that in its judgment are appropriate.

SECTION 5.01 - The Officers

The Officers shall be as follows: President, Vice President, Vice President-Elect, Immediate Past President, Secretary-Treasurer, and Secretary for Program. Officers shall be Active Members or Charter Members in good standing of the American Association for Pediatric Ophthalmology and Strabismus. The nominated officers, if approved by a majority vote of the Board of Directors, shall be presented for election by the voting membership at the Annual Business meeting as provided in these Bylaws. Additional candidates may be nominated by petition signed by at least fifty (50) Charter Members and/or Active Members. The petition must be received by the Secretary-Treasurer of AAPOS at least thirty (30) days before the Annual Business Meeting.

SECTION 5.02 - Term of Office

The President, Vice President, Vice President-Elect, and Immediate Past President each shall serve a term of one (1) year. The Secretary-Treasurer shall serve a term of three (3) years. The Secretary for Program shall serve a term of three (3) years.

SECTION 5.03 - Duties of the President

The President shall preside at the Annual Meeting and at all of the meetings of the Board of Directors; shall enforce all rules and regulations of the Association; shall sign all official documents; shall make appropriate committee appointments to the standing committees of the Association and with the consent of the Board of Directors may appoint ad hoc committees as appropriate; and shall be an ex-officio member of all committees except the Nominating Committee.

SECTION 5.04 - Duties of the Vice President

The Vice President shall assume the duties of the President in the absence of the President or in the event of the disability or death of the President and shall assume the office of President upon expiration of the President's term.

SECTION 5.05 - Duties of the Vice President-Elect

The Vice President-Elect shall preside at the Annual Meeting in the absence of the President, the Vice President, and the Immediate Past President; shall assume the Vice President’s duties in the event of the disability or death of the Vice President and shall assume the office of Vice President upon expiration of the Vice President's term.

SECTION 5.06 - Duties of the Immediate Past President

The Immediate Past President shall preside at the Annual Meeting and at other meetings in the absence of both the President and the Vice President. In the event the Immediate Past President cannot serve, the position will remain vacant until the President completes his or her term.

SECTION 5.07 - Duties of the Secretary-Treasurer

The Secretary-Treasurer shall conduct appropriate correspondence and maintain a file of such; shall notify the membership of all meetings and shall publish and distribute the agenda of the Business Session for the Annual Meeting; shall maintain a registry of membership; shall distribute the report of the Membership Committee to the membership no later than thirty (30) days prior to the Annual Meeting; shall bill to and collect from the appropriate members all dues and fees pertaining to the Association; shall render disbursements for authorized official expenses subject to the approval of the Board of Directors; shall maintain a financial ledger which shall be available for an annual audit by an independent accounting firm; shall maintain, at the expense of the Association, a surety bond for the conduct of his/her office; shall present a financial report to the membership at the Business Session of the Annual Meeting.

SECTION 5.08 - Duties of the Secretary for Program

The Secretary for Program shall be responsible to the Board of Directors for all scientific programs and exhibits of the Association; shall serve as Chair of the Program Committee; shall assume such other responsibilities as may be determined by the Board of Directors; and shall not be eligible to serve more than one (1) term.

SECTION 5.09 - Removal from Office

Any Officer of the Association elected by the voting members may be removed from Office by the affirmative written ballot of two-thirds (2/3rds) of the Directors whenever, in their judgment, the removal will serve the best interests of the Association; provided, however, that the removal shall be without prejudice to the contract rights, if any, of the individual so removed. Election to any Office or other position shall not in itself create contract rights between an Officer and the Association.

SECTION 5.10 - Vacancies

A vacancy in any Office other than President and Vice President, whether occurring by reason of death, resignation, or otherwise, shall be filled by the affirmative vote of the majority of the remaining Directors upon the recommendation of the Nominating Committee or any Director until whichever is the earlier to occur: expiration of the Officer's term or the last day of the calendar year in which the next Annual Meeting of the Association is held. At the next Annual Meeting of the Association, a successor shall be elected in the manner set forth herein to fill the vacancy for the portion of an unexpired term that continues after the end of the calendar year in which the Annual Meeting is held.

SECTION 6.01 - Membership of Board of Directors

The voting membership of the Board of Directors shall consist of the President, Vice President, Vice President- Elect, Secretary-Treasurer, Secretary for Program, Immediate Past-President, three Directors-At-Large, and the person who then serves as the chairperson of the CEF/FAAPOS Advisory Board (the “FAB Director”).  The AAPOS Councilor to the American Academy of Ophthalmology shall be a non-voting member of the Board of Directors and shall not be counted for purposes of determining a quorum under Section 6.05. Each Director-At-Large shall be elected for a three-year term and cannot be re-elected for a consecutive term as Director-At-Large. After being nominated by the Nominating Committee and approved by the Board of Directors, candidates for Director-At-Large shall be presented for election by the voting membership at the Annual Business Meeting as provided in these Bylaws. Terms of the Directors-At-Large shall be staggered so that one Director-At-Large is elected each year.  A Director-At-Large may be elected to other offices within the Association upon completion of a term of office.  Each Board member shall hold office until a successor shall have been elected or until the Board member's death, resignation or removal. 

A Board member, other than an officer or the FAB Director, may be removed from office by affirmative vote of the majority of the members taken at a meeting of the membership called for that purpose. A Board member who loses eligibility for office shall be deemed to have resigned from the office of Board member as of the date on which such ineligibility occurs.  A Board member may resign at any time by submitting a written resignation to the President of the Association.  The person as the FAB Director shall cease to serve as a Board member upon ceasing to serve as the chairperson of the CEF/FAAPOS Advisory Board and the person filling the vacancy in the chairperson of the CEF/FAAPOS Advisory Board will automatically become the FAB Director.

Board Members shall be Active Members or Charter Members in good standing of the American Association for Pediatric Ophthalmology and Strabismus. All vacancies on the Board of Directors shall be filled in the same manner as provided in Section 5.10.

SECTION 6.02 - Chair of the Board of Directors

The President shall be the Chair of the Board of Directors.

SECTION 6.03 - Meetings of the Board of Directors

The Board of Directors shall hold an Annual Meeting to conduct the business and affairs of the Association. An Annual Meeting of the Board of Directors may, but need not, be held concurrently with an Annual Meeting of the Association. Special meetings of the Board of Directors may be called by or at the request of the Chair or Vice President or any two (2) Board members. Notice of each meeting of the Board of Directors shall be given in accordance with Section 6.09 of these bylaws.

SECTION 6.04 - Conduct of Meetings of Board of Directors

The Chair, or in the Chair's absence, the Vice President, or the Immediate Past President in the absence of both the Chair and Vice President, shall act as Chair. If the Chair, Vice President and Immediate Past President are all absent, the Board members present may choose one of their number by a majority vote to call and chair the meeting. The presiding officer may appoint any Board member or other person present to act as Secretary of that meeting.

SECTION 6.05 - Quorum

Except as otherwise provided by law or these Bylaws, a simple majority of the Board members shall constitute a quorum for the transaction of business of the Board of Directors.

SECTION 6.06 - Manner of Acting

The act of the majority of the Directors present and voting at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, or by the Articles of Incorporation or these Bylaws.

SECTION 6.07 - Authority and Duties of the Board of Directors

The Board of Directors shall oversee the general business and affairs of the Corporation and make certain that the letter and spirit of the Articles of Incorporation and of the Bylaws are carried out. The Board of Directors shall consider all applications for membership presented by the Membership Committee prior to the Annual Meeting and shall hear all favorable and dissenting opinions on applications under consideration. The Board of Directors shall deliver to the Secretary-Treasurer a list of all applicants approved by the Board of Directors for distribution to the general membership thirty (30) days prior to the Annual Meeting. The Board of Directors shall approve the meeting place of the Annual Meeting. The Board of Directors shall meet at least once a year.

SECTION 6.08 - Compensation

The Board of Directors will not receive compensation for their services other than their reasonable and necessary expenses incurred in carrying out the business of the Association.

SECTION 6.09 - Notice

Notice of each meeting of the Board of Directors shall be given by the Secretary-Treasurer to each Director not less than fourteen (14) days prior to the date on which the meeting is scheduled to be held. Any matters may be discussed and voted upon at any duly called meeting of the Board of Directors.

SECTION 6.10 - Written Action

Any action that the Board of Directors can take in a duly called meeting of the Directors may be taken by a Written Action signed by all of the Directors.

SECTION 7.01

There shall be an Annual Meeting of the members, the time and place of which shall be established by the Board of Directors. The Annual Meeting shall include at least one Scientific Session and one Business Session. At the Business Session, which shall be open to members in any category who are in good standing, all official business shall be transacted including the elections of officers and directors of the Corporation. An item of business not referred to in the notice of the Business Session shall not be considered or acted upon unless it is proposed as an item of new business by a member in good standing upon at least thirty (30) days prior notice to the Executive Vice President. All meetings of the membership, the Board of Directors and of committees shall be conducted in accordance with the latest prevailing edition of Robert's Rules of Order. Upon thirty (30) days advance notice to the membership, special meetings of the membership for any specified purpose may be held at the discretion of the Board of Directors.

SECTION 7.02 - Quorum

The number of Charter Members and Active Members present shall constitute a quorum for the Business Session at the Annual Meeting and other official committee meetings unless the number is otherwise specifically stated. Except as otherwise provided by law or by these Bylaws, a simple majority of the votes cast is sufficient to pass a measure.

SECTION 8.01 - Fiscal Year

The fiscal year shall be from January 1 through December 31.

SECTION 8.02 - Membership Dues

Dues for each class of membership shall be set by the Board of Directors. All continuing membership dues shall be payable in full on January 1 of each year. New members shall have their membership effective upon approval at the Annual Meeting and their first dues shall be payable in full on the subsequent January l. Any member who is six (6) months in arrears in membership dues shall be considered not in good standing, and unable to exercise any of the rights and privileges of membership. The provisions of this Section shall apply to all classes of membership.

SECTION 9.01

Guidelines for Committee Membership shall be defined in the AAPOS Committee Member Handbook, as amended from time to time, unless otherwise specified in these Bylaws.

SECTION 9.02 - Membership Committee

The Membership Committee shall have up to seven (7) members who are approved by the Board of Directors. The President shall annually designate the Committee Chair. The Membership Committee shall review all applications for membership and candidate status and deliver its recommendations to the Board of Directors.

SECTION 9.03 - Nominating Committee

The Nominating Committee shall consist of the Immediate Past President and four (4) additional Charter or Active Members who are nominated by the President and approved by a simple majority of the Board of Directors, and elected by the voting members of the Association. The Immediate Past President shall chair the Nominating Committee and shall have a vote.

The Nominating Committee shall be responsible for recommending to the Board of Directors annually one (1) candidate for each of the positions of Director-at-Large to the Board of Directors, Vice President-Elect, and in those years when appropriate, Secretary-Treasurer, Secretary for Program, chairperson of the CEF/FAAPOS Advisory Board, and Councilor to American Academy of Ophthalmology.

SECTION 9.04 - Bylaws and Rules Committee

The Bylaws and Rules Committee shall have up to seven (7) members who are approved by the Board of Directors. The Committee Chair shall annually be designated by the President.

The Bylaws and Rules Committee shall be responsible for the ongoing review of the Bylaws and the Policies and Procedures of the Association. At the direction of the Board, the Committee shall prepare proposed revisions to the Bylaws for consideration in accordance with Article XII of these Bylaws.

SECTION 9.05 - Finance Committee

The members of the Finance Committee shall be the Secretary-Treasurer, the Immediate Past President, the Vice President, and additional members by appointment of the President. The Committee Chair shall annually be designated by the President.

The Finance Committee shall be responsible for monitoring the financial affairs of the Association, and shall make and implement recommendations for the safeguarding, prudent use, and investment of its funds, subject to approval of the Board of Directors.

SECTION 9.06 - Other Committees

The President, with the consent of the Board of Directors, shall have the authority to appoint other committees and to determine the composition, responsibility and authority of such committees.

This Association shall indemnify its officers, directors, employees, and agents to the full extent as may be required or permitted by law against expenses and liabilities, and carry and maintain insurance for this purpose, but only under the circumstances, in the manner, and to the extent, from time to time, permitted by law.

SECTION 11.01

The Articles of Incorporation and these Bylaws may be amended by submitting to the EVP a written resolution, signed by two (2) per cent of the total members eligible to vote. The Board of Directors may also suggest amendments to the Articles of Incorporation and these Bylaws. All amendments must be received by the EVP at least ninety (90) days before the annual meeting. The EVP shall refer amendments to the Board of Directors (BOD) and the Bylaws Committee. The Bylaws Committee, in consultation with the BOD and, as necessary, AAPOS legal representation, shall review the amendment to communicate and resolve any issues with the authors within thirty (30) days from receipt to formalize the proposed language. The Board of Directors shall present the author’s proposed language of the suggested amendment to the membership sixty (60) days prior to the next Annual Meeting for general membership comment in a manner and time frame the BOD determines. The amendment will be finalized by the authors, in consultation with the Bylaws Committee, thirty (30) days before the annual meeting. Voting on any suggested amendment shall be conducted as follows:

SECTION 11.02

After each Annual Meeting of the Members at which any proposed amendments or revisions to the Articles of Incorporation or Bylaws have been submitted to the membership in accordance with Article XII of these Bylaws, AAPOS shall cause to be prepared an Official Ballot for a vote of each of the proposed amendments.

SECTION 11.03

The Official Ballot shall designate each proposed amendment and shall contain spaces opposite each designation to provide an opportunity to vote for or against each proposal.

SECTION 11.04

At or as soon as practicable after the Annual Meeting, the President shall appoint Tellers to assist in receiving and tallying the vote by mail and electronic ballot.

SECTION 11.05

Within fourteen (14) days after the Annual Meeting, the Board of Directors shall cause to be mailed or to be sent electronically to each voting member of AAPOS, at the address shown on the records of AAPOS:

1. 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 to be counted and (ii) the requirements for a valid mail or electronic ballot;

2. One statement per amendment (10 to 12 point font) comprising not more than one (1) 8 1/2 by 11 inch typewritten page for mailing or one page electronically that is submitted on behalf of the Board of Directors in favor of or in opposition to a proposed amendment; this statement will be included in the mailing only if it is received by the EVP at least fifteen (15) days before the Annual Meeting;

3. One statement per amendment (10 to 12 point font), comprising not more than one (1) 8 ½ by 11 inch typewritten page for mailing or one page electronically that is submitted by the authors explaining the rationale for the proposed amendment to the bylaws. This statement will be included in the mailing only if received by the EVP at least fifteen (15) days before the Annual Meeting.

4. An Official Ballot;

5. A return envelope, addressed to AAPOS, with a space for the name and AAPOS membership identification number of the voting member submitting the ballot by mail; and

6. Instructions with respect to the conduct of the vote by mail or electronic ballot.

SECTION 11.06

The instructions given in accordance with Section 12.05(e) shall inform each voting member wishing to vote by mail ballot or electronic ballot:

1. 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;

2. To make no other marks on the Official Ballot;

3. If voting by mail, to place the Official Ballot in the return envelope provided;

4. If voting by mail, to insert the name and AAPOS membership identification number of the voting member in the space provided on the return envelope; and

5. To mail the return envelope or electronically submit to AAPOS in sufficient time to permit its receipt by AAPOS not later than the date specified in the written notice.

SECTION 11.07

Within ten (10) days after the date specified in the written notice, AAPOS shall verify the name and membership identification number of the voting member indicated on the return envelope or electronic ballot, and after verification, the Ballot shall be removed from the return envelope, validated, and placed in a ballot box. Electronic ballots shall be tabulated according to procedural rules. Return envelopes received by AAPOS 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.

SECTION 11.08

A returned ballot, even if timely received by AAPOS, shall not be valid for any purpose:

1. If it is not marked (blank);

2. If the ballot does not clearly indicate whether the voting member is voting for or against the proposed amendments or revisions;

3. If the ballot is not the Official Ballot;

4. If the return envelope contains the Official Ballot(s) for more than one (1) voting member.

SECTION 11.09

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.

SECTION 11.10

A proposed amendment or revision of the Articles of Incorporation or Bylaws 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.

SECTION 11.11

The Tellers shall report to the President the results of the vote by mail and electronic 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 Directors.

SECTION 11.12

Notwithstanding the provisions of the preceding paragraph, if any amendment or revision of the Articles of Incorporation of AAPOS or these Bylaws, or both, is required to enable AAPOS to maintain its status as a nonprofit corporation under applicable California law, as that law exists from time to time, or its status as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or as hereafter amended, the Board of Directors 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 Directors present and voting at a meeting; provided, that no amendment or revision shall substantially change the purposes of AAPOS or the rights, privileges, duties, and responsibilities of its members and the Board of Directors unless the amendment or revision is noticed, approved, and adopted in accordance with the provisions of Article XI.

The Board of Directors shall have the power to engage an Executive Vice-President at such times as the Board, in its reasonable discretion, determines that an Executive Vice President is necessary for the optimal conduct of the Board’s responsibilities and of the activities of the Association.  The Board of Directors may terminate the employment of the Executive Vice-President for cause or whenever the Board, within its discretion, determines that such services are no longer required.

The Executive Vice-President may be a member of the Association in any category, voting or non-voting, and although participating in its deliberations, shall not be a member of the Board of Directors nor shall be counted in determining the presence of a quorum of the Board.

In pursuit of its purposes, the American Association for Pediatric Ophthalmology and Strabismus shall not discriminate against any person on the basis of age, race, creed, color, natural origin, sexual preference, or physical handicap.