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for Thursday, July 24, 2008


2009 Call for Nominations ORS members can now submit a nomination for officers and committee members. The deadline is July 25, 2008. Click here to submit a nominee.

ORS members, please update your member profile today It is very important for the ORS to have your current information on your interests. Do not delay: update your profile now by clicking here.

54th Annual Meeting Lectures "Wear Resistant Polyethylene for Joint Replacement: Current Status and Future Directions" Lecture is now available in audio. Click here to listen


BYLAWS

ARTICLE I
NAME AND OFFICE

The name of the Corporation is Orthopaedic Research Society (ORS), organized under and operated as an Illinois Not for Profit Corporation, with its principal location and office in the State of Illinois.

ARTICLE II
PURPOSES AND POWERS

Section 1.     PURPOSES
The Orthopaedic Research Society (ORS) is an organization dedicated to the advancement of orthopaedic research. The Orthopaedic Research Society carries out this mission through education in research, dissemination of research knowledge, advocacy for increasing of resources for research, and increasing awareness of the importance and impact of such research on orthopaedic patients and the public. Additionally, the Orthopaedic Research Society promotes and encourages the development and availability of clinician-scientists and basic-scientists, to assure that there is continuing research efforts whose results will form a basis for providing the highest quality of musculoskeletal care.

Section 2.      POWERS
The Orthopaedic Research Society shall possess all powers which a corporation organized under the Illinois Not for Profit Corporation Act of 1986, as amended, including specifically the power to use, distribute, contribute, expend, donate, apply, and appropriate all of its property and assets, and all proceeds and avails thereof, and income and profit derived there from exclusively for charitable, educational, scholastic, or scientific purposes. Provided, however, the Orthopaedic Research Society shall not engage in any business which would disqualify it from being exempt from taxation under section 501(c)(3) of the 1954 Internal Revenue Code, as amended or any subsequent law of the United States of America.

No part of the net earnings of the Orthopaedic Research Society shall insure to the benefit of its members, directors, officers, or any private shareholder, or individual. No substantial part of the activities of the Orthopaedic Research Society shall be the carrying on of propaganda or otherwise attempting to influence the legislation. The Orthopaedic Research Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or against any candidate for public office.

ARTICLE III
MEMBERSHIP

The membership of the Orthopaedic Research Society shall be composed of four member classes.  Active Members, Emeritus Members, Affiliate Members, and Associate Members.  All members may vote.  Active, Associate, and Emeritus Members may hold office and serve on a committee, or task forces.

Section l.      ACTIVE MEMBERSHIP
The status of Active Members shall be conferred by the Board of Directors, upon those individuals qualifying for admission under these Bylaws, and under the rules and procedures adopted by the Orthopaedic Research Society.

Section 2.      EMERITUS MEMBERSHIP
The status of Emeritus Members shall be conferred upon individuals as follows: any Active member who has retired and is sixty-five (65) years of age or older, and has been an Active Member in the Society for at least fifteen (15) years, or under special circumstance. All requests to be made to the Secretary, with final approval will be determined by the Board of Directors.

Section 3.      ASSOCIATE MEMBERSHIP
The status of Associate Members shall be conferred by the Board of Directors upon those individuals qualifying for admission under these Bylaws, and under the rules and procedures adopted by the Orthopaedic Research Society. Associate membership status is available to trainees in musculoskeletal research, and orthopaedics. These trainees may consist of individuals pursuing advanced degrees, or in post-doctoral clinical (Residency and Fellowship) and research training programs.

Section 4.      AFFILIATE MEMBERSHIP
The status of Affiliate Members shall be conferred by the Board of Directors upon those individuals qualifying for admission under these Bylaws, and under the rules and procedures adopted by the Orthopaedic Research Society.

Section 5.       NON-DISCRIMINATION
The Society does not discriminate on the basis of race, color, gender, sexual orientation, religion, or national origin, or on any basis that would constitute illegal discrimination.

ARTICLE IV
MEETINGS AND VOTE OF THE MEMBERSHIP

Section 1.       ANNUAL BUSINESS MEETING
An Annual Business Meeting shall take place at such time, and place as designated by the Board of Directors for the purpose of transacting business coming before the society. Only members and those interested in the business of the society shall attend the meeting. Only members may vote at the meeting.

Section 2.      ANNUAL SCIENTIFIC MEETING
A scientific meeting consisting of scientific program and exhibits and educational programs shall be held annually and shall be scheduled by the Board of Directors. The program for the Annual Scientific Meeting shall be developed by the Program Committee, subject to approval by the Board of Directors. The Secretary shall solicit the research community at least six months prior to the Annual Scientific Meeting for abstracts of papers which members of the research community wishes to present at this Annual Meeting.

Section 3.      SPECIAL MEETINGS
Special meetings of the society may be called at the discretion of the Board of Directors. All members of the society shall receive notification of a special meeting at least fifteen (15) calendar days before the date of each meeting.

ARTICLE V
BOARD OF DIRECTORS

Section 1.      GENERAL POWERS
The Board of Directors shall manage the affairs of the Orthopaedic Research Society.

Section 2.     NUMBER AND QUALIFICATIONS
The Board of Directors shall be composed of the: President, 1st Vice President, 2nd Vice President, 3rd Vice President, 4th Vice President, Secretary, Treasurer, the two most recent Past Presidents, Chair of the Professional Societies Liaison Committee, the Chair of the Membership Committee, Chair of the Special Projects Committee, and two Member-at-Large. The Secretary Elect and Treasurer Elect, may also attend Board Meetings, but will be considered ex-officio members of the board. The Board of Directors are elected to serve on the board by the membership.

Section 3.     VACANCIES
In the event of vacancies on the Board or Committee by reason of death, resignation or otherwise, the Board or Committee shall be reduced by such vacancies until qualified replacements are elected for the unexpired term pursuant to these Bylaws, or upon their appointment by the President with the approval of the Board of Directors, whichever event takes place first.

Section 4.      REGULAR AND SPECIAL MEETINGS
Regular and special meetings of the Board of Directors may be called at any time by the President or by seven directors. Notice of any such meeting shall be mailed to all directors at least ten days prior to the date of such meeting.

Section 5.      QUORUM
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the directors are present, those directors present may adjourn the meeting without further notice.

Section 6.       MANNER OF ACTING
The Act of the majority of the Board of Directors present at a meeting, at which a quorum is present, shall be considered the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.

Section 7.      INFORMAL ACTION
Unless specifically prohibited by the Articles of Incorporation, or by the Bylaws, any acts required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if the consent is in writing. Thus, setting forth the action to be taken shall be signed by all directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all directors shall have the same effect as a unanimous vote.

Section 8.      TELEPHONE AND OTHER ELECTRONIC MEETINGS
Telephonic and other electronic meetings of the Board of Directors are permitted to the extent not prohibited by law.

Section 9.     EXECUTIVE COMMITTEE
The President, 1st Vice-President, 2nd Vice-President, Treasurer, and Secretary of the Board of Directors shall constitute the Executive Committee. The Executive Committee shall handle matters requiring action between Board meetings.

The Executive Committee shall meet as necessary. The President shall convene the Executive Committee. The Executive Committee may act on behalf of the Board of Directors between meetings of the Board, but such actions of the Executive Committee are subject to ratification by the full Board of Directors. The actions of the Executive Committee between meetings of the Board of Directors shall be considered effective and binding prior to ratification by the full Board of Directors. If the Board of Directors does not ratify the actions of the Executive Committee, such actions shall be deemed null and void.

Section 10.     FINANCE COMMITTEE
The Finance Committee shall consist of six members: The current President, 1st Vice President, 2nd Vice President, Treasurer, Secretary, and the most recent Past President. The Chair of the Finance Committee shall be the Treasurer. The Treasurer-Elect and Secretary-Elect will attend the Finance Committee meetings as an ex-officio. The Finance Committee shall manage and supervise the insurance, investments, and financial plans of the Orthopaedic Research Society.

Section 11.    COMMITTEES OR TASK FORCES
The President, with the approval of the Board of Directors, may appoint committees or task forces, as he or she shall deem desirable.

Section 12.     COMPENSATION
Directors shall not be paid compensation for their services on the Board of Directors. However, nothing herein contained shall be construed from prohibiting payment of compensation to an individual who serves as a director, for services rendered to the Orthopaedic Research Society in another capacity.

ARTICLE VI
OFFICERS

Section 1.      OFFICERS
The officers of the Orthopaedic Research Society shall be the President, 1st Vice President, 2nd Vice Presidents, 3rd Vice President, 4th Vice President, Secretary, and Treasurer.

Section 2.      ELECTION AND TERM OF OFFICE
The officers of the Orthopaedic Research Society shall be elected by the members of the Orthopaedic Research Society at a time as designated by the Board of Directors. The term of office for officers of the Orthopaedic Research Society shall be one year for the President, 1st Vice President, 2nd Vice President, 3rd Vice President, and 4th Vice President. The 4th Vice President shall be elected by the members of the Orthopaedic Research Society. The term of each officer shall commence with the adjournment of the annual meeting of the society at which the directors was elected. When the 4th Vice President is elected, the following will automatically occur:

  • The President shall become the Immediate Past President;
  • The 1st Vice President shall become the President;
  • The 2nd Vice President shall become the 1st Vice President;
  • The 3rd Vice President shall become the 2nd Vice President;
  • The 4th Vice President shall become the 3rd Vice President.
The term of office for the Secretary and Treasurer shall be three years which will be nonrenewable.

Section 3.      PRESIDENT
The President shall preside at all meetings of the Board of Directors, and exercise the usual duties of the office of President. After the expiration of the President’s term, the President shall serve on the Board of Directors for two (2) additional years as Past President.

The President shall have the authority and responsibility for the administration of the affairs of the Orthopaedic Research Society, subject to these Bylaws and any directives of the Board of Directors. He or she shall advise, and make recommendations to the Board of Directors relating to the operation of the Orthopaedic Research Society. He or she shall appoint all committees of the Board, not otherwise provided for.

He or she may sign with the Secretary, Treasurer, or other officers of the Orthopaedic Research Society, authorized by the Board of Directors any deeds, bonds, contracts, or other instruments, which the Board of Directors has authorized to be executed.

The President shall serve as a member of the Editorial Advisory Board of the Journal of Orthopaedic Research.

Section 4.      1ST VICE PRESIDENT
The 1st Vice President will have the authority of the President in the President’s absence. If the Presidency is vacant for any reason, the 1st Vice President shall automatically succeed to the office of the President.

Section 5.      2ND VICE PRESIDENT
The 2nd Vice President will serve as the Program Chair, and on the Program Committee. The 2nd Vice President will have the authority of the 1st Vice President, in the absence of the 1st Vice President. If the 1st Vice Presidency is vacant for any reason, the 2nd Vice President shall automatically succeed to the office of the 1st Vice President.

Section 6.      3RD VICE PRESIDENT
The 3rd Vice President will serve as the Poster Chair, and on the Program Committee. The 3rd Vice President will have the authority of the 2nd Vice President in the absence of the 2nd Vice President. If the 2ndtVice Presidency is vacant for any reason, the 3rd Vice President shall automatically succeed to the office of the 2nd Vice President.

Section 7.      4TH VICE PRESIDENT
The 4th Vice President will serve on the Program Committee. The 4th Vice President will have the authority of the 3rd Vice President in the absence of the 3rd Vice President. If the 3rd Vice Presidency is vacant for any reason, the 4th Vice President shall automatically succeed to the office of the 3rd Vice President.

Section 8.      SECRETARY
The Secretary shall serve for a non-renewable term of three (3) years. The Secretary shall sign documents for the Orthopaedic Research Society as required, and shall keep the meeting minutes for the Board of Directors, and the business meetings of the Orthopaedic Research Society. Therefore, insuring that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law; and serve as custodian of the corporate records and of the seal of the Orthopaedic Research Society, that is affixed to all documents as required. The Secretary will serve as a member and Secretary of the Editorial Advisory Board of the Journal of Orthopaedic Research.

The Secretary shall collect all dues from members and other contributions, and pay all bills which are properly chargeable to the Orthopaedic Research Society

Section 9.      SECRETARY-ELECT
The Secretary-Elect shall be elected at the end of the incumbent Secretary’s second year in office. During the third year of the incumbent term, the Secretary-Elect shall sit as a non-voting member of the Board of Directors. The Secretary-Elect shall assume office of Secretary at the conclusion of the next Annual Meeting, after his or her election.

Section 10.      TREASURER
The Treasurer shall serve for a non-renewable term of three years.

The Treasurer shall be responsible for the custody of the funds, securities, and insurance for the Orthopaedic Research Society. The Treasurer shall advise the Board of Directors in respect to the financial condition of the Orthopaedic Research Society, and the handling of its’ investments. The Treasurer shall serve as Chair of the Finance Committee.

Section 11.      TREASURER-ELECT
The Treasurer-Elect shall be elected at the end of the incumbent Treasurer’s second year of office. During the third year of the incumbent’s term, the Treasurer-Elect shall sit as a non-voting member of the Board of Directors. The Treasurer-Elect shall assume the office of Treasurer at the conclusion of the next Annual Meeting, after his or her election.

Section 12.     TRANSITION
In the transition to these new bylaws, when these bylaws are adopted by the membership the following will occur at the conclusion of the 2008 Annual Meeting.

a. The current President-Elect (Biologist) will become President;
b. The current 3-year member on the Program Committee (Clinician) will become the 1st Vice President, and become President in 2009;
c. The current Program Chair (Bioengineer) will continue on the Board of Directors for one year as Past Program Chair/2nd Vice President; and will become the 1st Vice President in 2009. After 2008 the position of Past Program Chair will be eliminated;
d. There will be an election for the 2-year member of the Program Committee (Biologist), who will serve as the Program Chair/3rd Vice President in 2008, and Program Chair/2nd Vice President in 2009, and 1st Vice President in 2010. The shortened 2-year term will allow for the continual rotation of disciplines (Biologist, Clinician, and Bioengineer) for the office of President and enable the transition as described in Article VI, Section 4 -7.
e. There will be an election for 4th Vice President (Clinician). The 4th Vice President elected will serve as President in 2012.


ARTICLE VII
ELECTED CHAIRS/COMMITTEE MEMBERS OF
STANDING COMMITTEES

Section 1.      COMMITTEE CHAIRS; COMMITTEES
During the annual election, the Membership shall elect the members and/or chairs of the following standing Committees:

  • Program Chair (three 1-year members);
  • Professional Societies Liaison Committee Chair;
  • Membership Committee Chair:
  • Special Projects Committee Member and;
  • Member-at-Large

Section 2.     PROGRAM COMMITTEE
The Program Committee will have three one-year members elected each year for a one year term, which is non-renewable. The Board of Directors will select the disciplines (biologist, bioengineer, and/or clinician) that will serve on the committee. Each program committee elected will serve until the conclusion of the annual meeting, after his or her election. In 2008 there will be a special election for an additional one-year member (Bioengineer). This will enable the transition as described in Article VI, Section 4-6, and maintain the rotation of disciplines for the office of President.

Section 3.      PROFESSIONAL SOCIETIES LIAISON COMMITTEE
The Professional Societies Liaison Committee will have three members. The Chair of the committee will serve on the Board of Directors for a three-year term, and will be eligible for re-appointment.

The Chair will be elected by the membership during an annual election, as designated by the Board of Directors. The term of the chair shall commence at the conclusion of the annual meeting of the society, at which the chair was elected. Two committee members will serve for a two year term and are appointed by the President of the Orthopaedic Research Society, with the approval of the Board. Each appointed committee member will serve a two-year term, and will be eligible for re-appointment.

Section 4.      MEMBERSHIP COMMITTEE
The Membership Committee will have four members, and serve a four-year term, which is non-renewable. One member will be elected by the membership during an annual election as designated by the Board of Directors. The Chair of the Membership Committee shall serve on the Board of Directors.

The term of the newly elected committee member shall commence at the conclusion of the annual meeting of the society, at which the committee member was elected. When the four-year member is elected, the following will automatically occur:

  • The member in his or her 4th year shall become the Past Chair;
  • The member in his or her 3rd year shall become the committee Chair and will serve on the Board of Directors;
  • The member in his or her 2nd year will serve as the Vice Chair.

Section 5.      SPECIAL PROJECTS COMMITTEE
The Special Projects Committee will have five members. Four members will serve a four-year term. The fifth committee member will be the 3rd Vice President. One member will be elected by the membership during an annual election, as designated by the Board of Directors. The Chair of the Special Projects Committee shall serve on the Board of Directors.

The term of the newly elected committee member shall commence at the conclusion of the annual meeting of the society, at which the director was elected. When the four-year member is elected, the following will automatically occur:

  • The member in his or her 4th year shall become the Past Chair;
  • The member in his or her 3rd year shall become the committee Chair and will serve on the Board of Directors;
  • The member in his or her 2nd year shall become the Vice Chair.

ARTICLE VIII
ELECTED COMMITTEES

Section 1.      NOMINATING COMMITTEE
The Nominating Committee will have six members. The immediate Past President of the Board of Directors will serve as the Chair of the Committee. All other committee members will be elected by the membership during an annual election as designated by the Board of Directors, and serve a one-year non-renewable term.

The Nominating Committee will solicit nominations from the membership and recommend candidates for officers of the Orthopaedic Research Society, the Board of Directors, the Program Committee, Membership Committee, Member-at-Large, Special Projects Committee, Nominating Committee, Professional Liaison Chair, and any other Committee as requested by the President. The Nominating Committee will report its recommendations to the Secretary of the Society six months prior to the annual meeting. A slate of at least two candidates for each vacant position for the following year will be presented. These nominations shall be reported in writing by the secretary of the society to the membership, no later than four months prior the annual meeting. No nomination shall be presented to the membership of the society without the express consent of the nominee.

Ballots, including biographical data on the nominees, shall be sent by the Secretary of the Society to all voting members within the society, and posted no later than four months prior to the annual meeting. Ballots shall be returned to the Secretary of the Society no later than two months prior to the annual meeting.

Each voting member of the society will be entitled to one ballot. Candidates receiving the highest number of votes for the position, which they were nominated shall be declared elected and will take office immediately at the conclusion of the next annual meeting. If a tie occurs, the nominating committee shall select from among the tied candidates through a vote of the committee. In acceptance, the Secretary’s report presented at the next annual meeting of the association with the results of the balloting shall constitute the election of the new officers, and committee members.


ARTICLE IX
QUORUM AND VOTING

Unless otherwise permitted or required by the articles of incorporation, or by these bylaws:

  • A minimum of 1/10 of the membership eligible to vote shall constitute a quorum for the transaction of business by the society at the annual business meeting, or when an electronic vote is held.
  • Voting by proxy shall not be permitted in matters to be voted upon by the membership. Each voting member will be entitled to one vote.

ARTICLE X
INDEMNIFICATION

Section 1.      INDEMNIFICATION
1)      The Orthopaedic Research Society shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative (other than an action by or in the right of the Orthopaedic Research Society) by reason of the fact that he or she, is or was a director, officer, employee or agent of the Orthopaedic Research Society, or who is or was serving at the request of the Orthopaedic Research Society as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees), judgements, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgement, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create presumption that the person did not act in good faith and in a manner, which he or she reasonably believed to be in or not opposed to the best interests of the Orthopaedic Research Society, or with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.

2)      The Orthopaedic Research Society shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit by, or in the right of the Orthopaedic Research Society to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the Orthopaedic Research Society, or is or was serving at the request of the Orthopaedic Research Society as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Orthopaedic Research Society, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Orthopaedic Research Society, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

3)      To the extent that a present or former director, officer, or employee of the Orthopaedic Research Society has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in sections (1) and (2), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith, if that person acted in good faith and in a manner, he or she reasonably believed to be in, or not opposed to, the best interests of the Orthopaedic Research Society.

4)      Any indemnification under sections (1) and (2) (unless ordered by a court) shall be made by the Orthopaedic Research Society only as authorized in the specific case, upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because, he or she has met the applicable standard of conduct set forth in sections (1) or (2). Such determination shall be made with respect to a person who is a director or officer at the time of the determination:

  • by the majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or
  • by a committee of the directors designated by a majority vote of the directors, even through less than a quorum, or
  • if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion, or
  • by the members entitled to vote, if any.
5)      Expenses (including attorney's fees) incurred by an officer or director, in defending a civil or criminal action, suit or proceeding may be paid by the Orthopaedic Research Society in advance of the final disposition of such action, suit or proceeding, as authorized by the National Committee in the specific case, upon receipt of an undertaking, by or on behalf of the director or officer, to repay such amount, unless it shall ultimately be determined that such person is entitled to be indemnified by the Orthopaedic Research Society as authorized in these bylaws. Such expenses (including attorney's fees) incurred by former directors and officers, or other employees and agents, may be so paid on such terms and conditions, if any, as the Orthopaedic Research Society deems appropriate.

6)      The indemnification provided by these bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members, or disinterested directors, or otherwise, both as to action in his or her official capacity, and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

7)      The Orthopaedic Research Society may purchase and maintain insurance on behalf of any person who is or was, a director, officer, employee, or agent of the Orthopaedic Research Society, or who is or was, serving at the request of the Orthopaedic Research Society as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Orthopaedic Research Society would have the power to indemnify such person against such liability under the provisions of this Orthopaedic Research Society.

8)      If the Orthopaedic Research Society indemnifies or advances expenses under subORS (2) of this Orthopaedic Research Society to a director or officer, the Orthopaedic Research Society shall report the indemnification or advance in writing to the members entitled to vote with, or before the notice of the next meeting of the members entitled to vote.

9)      For purposes of this section, references to "the Orthopaedic Research Society" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees, or agents, so that any person who was a director, officer, employee, or agent of such merging corporation, or was serving at the request of such merging corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under the provisions of this Orthopaedic Research Society with respect to the surviving corporation - this person would have as such, as such, with respect to such merging corporation if its separate existence had continued.

Section 2.      OTHER RIGHTS OF INDEMNIFICATION
The indemnification provided or permitted by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled by law or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.


ARTICLE XI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1.      CONTRACTS
The Board may authorize any officers, employees, or agents of the Orthopaedic Research Society, in addition to the officers so authorized by these Bylaws, to enter into contract and negotiation, or execute and deliver any instrument in the name of, and on behalf of the Orthopaedic Research Society. Such authority may be general or confined to specific instances.

Section 2.      CHECKS, DRAFTS, ORDERS
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Orthopaedic Research Society, shall be signed by such officer or officers, employees or agents of the Orthopaedic Research Society in such manner as shall from, time to time be determined by the Board of Directors.

Section 3.      DEPOSITS
All funds of the Orthopaedic Research Society shall be deposited from time to time in such banks, trust companies, or other depositories as the Board may select.

Section 4.      BOOKS AND RECORDS
The Orthopaedic Research Society shall keep, correct, and complete books and records of account, and shall also keep minutes of the proceedings of the Board of Directors.

Section 5.      ANNUAL AUDIT AND REPORTS
The Orthopaedic Research Society shall annually cause a certified audit of its accounts to be made, and shall cause to be filed the necessary reports, tax returns, or other documents as may be required by law on its own behalf.

Section 6.      FISCAL YEAR
The fiscal year of the Orthopaedic Research Society shall begin on January 1st and end on the 31st Day of December.


ARTICLE XII
AMENDMENTS

The Articles of Incorporation and these Bylaws may be amended by a minimum of 1/10 of the membership eligible to vote and shall constitute a quorum for the transaction of business by the society at the annual business meeting, or when an electronic vote is held.  Only those proposals which have been submitted to the Secretary in writing, signed by two Active Members, and circulated to this membership one month in advance of the Annual Meeting will be considered and voted upon.


ARTICLE XIII
DUES

Section 1.     ACTIVE MEMBERS
Active Members shall pay annual dues, an amount established by resolution of the Board of Directors, and approved by a simple majority of members voting at an Annual Meeting.  If dues are not paid within six months, despite notification from the Secretary, the Active Member will be automatically expelled from the Orthopaedic Research Society.

Section 2.    EMERITUS MEMBERS
Emeritus Members shall not pay dues.

Section 3.     ASSOCIATE MEMBERS
Associa te Members shall pay annual dues at a reduced rate, an amount to be established by the Board of Directors. If dues are not paid within six months, despite notification from the Secretary, the Associate Member will be automatically expelled from the Orthopaedic Research Society.

Section 4.     AFFILIATE MEMBERS
Affiliate members shall pay annual dues, an amount to be established by the Board of Directors. If dues are not paid within six months, despite notification from the Secretary, the Affiliate Member will be automatically expelled from the Orthopaedic Research Society.

Section 5.     CHANGES IN DUES
The annual dues for Active Members may be increased or decreased by a minimum of 1/10 of the membership eligible to vote and will constitute a quorum for the transaction of business by the society at the annual meeting, or when an electronic vote is held. The Secretary shall notify all members of proposed changes in dues at least one month before the Annual Meeting, at which the vote will be taken. The annual dues for Associate Members and Affiliate Members may be increased or decreased by the Board of Directors.


ARTICLE XIV
MEETING REGISTRATION FEES

Section 1.      ACTIVE, ASSOCIATE, AND AFFILIATE MEMBERS AND NON-MEMBERS
Active Members, Associate Members, Affiliate Members, and non-members attending the Annual Scientific Meeting shall pay a registration fee, the amount will to be established by the Board of Directors.

Section 2.     EMERITUS MEMBERS
Emeritus members shall not be required to pay a registration fee.

Section 3.     OTHER SCIENTIFIC PROGRAMS
Active Members, Associate Members, Affiliates Members, and non-members attending other scientific programs conducted by the Orthopaedic Research Society, shall pay a registration fee, the amount to be established by the Board of Directors.


ARTICLE XV
PARLIAMENTARY AUTHORITY

Unless inconsistent with the Articles of Incorporation or these Bylaws, all meetings of the Orthopaedic Research Society, shall be governed by standard parliamentary procedures, which provide for adequate notice and a fair opportunity for debate. The Presiding Officer may be guided by, but not bound by the most current edition of Roberts’ Rules of Order.


ARTICLE XVI
TERMINATION

In the event of the dissolution or liquidation of the Orthopaedic Research Society, and after payment of all debts and liabilities, all remaining assets shall be distributed exclusively to such entity or entities as shall then be exempt under Section 501(c)(3) of the 1954 Internal Revenue Code, as amended, or any subsequent law of the United States of America, at the discretion of the Orthopaedic Research Society Board of Directors, to be used for like, or similar purposes as the Orthopaedic Research Society.


Revised January 2008