Bylaws 

This organization shall be known as the "American College of Osteopathic Obstetricians and Gynecologists", hereinafter referred to as "the College."

The address for the College is PO Box 17598, Fort Worth, Texas 76102. The College may change the location of its principal office or have such other offices, either within or without the State of Texas, as the Board may determine as the affairs of the College may require from time to time.

The College is organized exclusively for charitable, educational, or scientific purposes within meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended. The College shall be organized and, at all times, shall be operated exclusively to perform the functions of and carry out the purposes of a Texas nonprofit corporation. Specifically, it is the purpose of the College to commit to women's health through the Osteopathic and holistic practice of obstetrics and gynecology.

The purpose of this organization shall be to establish and maintain appropriate standards for Osteopathic obstetrics and gynecology. It shall foster Osteopathic obstetric and gynecologic practice and research. It shall maintain the dignity and efficiency of Osteopathic obstetric and gynecologic practice in its relation to public welfare. It shall recommend and promote Osteopathic obstetric and gynecologic education in Osteopathic medical schools and training programs. It shall maintain standards for membership and grant recognition and titles to its membership. It shall assist the American Osteopathic Association (AOA), allied societies and the general public in furthering the philosophy of Osteopathic Medicine.

The College is a nonprofit corporation and shall have all the powers, duties, authorizations, and responsibilities as provided in the Texas Business Organization Code (the "TBOC"); provided, however, the College shall not engage in, directly or indirectly, any activity that would invalidate its status as a corporation that is exempt from federal income taxation.

No part of the net earnings of the College will inure to the benefit of any Trustee or Officer of the College or of any private individual (except that reasonable compensation may be paid for services rendered to or for the College), and no Trustee or Officer of the College or any private individual will be entitled to share in the distribution of any of the corporate assets upon dissolution of the College.

The College may engage in a limited amount of legislative lobbying under either the "substantial part" test or by electing to operate such activities under Section 501(h) of the tax code.

The College will not participate or intervene in any way (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office.

In the event of the dissolution of the College, the Executive Committee shall, after paying or making provision for the payment of all liabilities of the College, dispose of all of the remaining assets of the College exclusively for the purposes of the College in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization recognized under sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code.

A member of this college shall be a graduate of a college of Osteopathic Medicine approved by the AOA's Commission on Osteopathic College Accreditation or a graduate of an Allopathic medical school accredited by the Liaison Committee on Medical Education, or a graduate of a school of medicine located outside the United States who completed residency training in a program accredited by the ACGME or AOA. All applicants should have an interest in promoting, advocating for, and representing the interests of Osteopathic medicine and Osteopathic physicians.

• (a)Application for Regular membership shall be made on forms provided by the CEO of the ACOOG.
• (b)Applicants for Regular, Senior, Associate or Affiliate membership shall provide two letters of recommendation from ACOOG Members, Program Trustees, Department Chairs, or OB/GYN Department Members.
• (c)Applications received by December 31 will be reported at the annual meeting; applications received by August 1 will be reported at the fall board meeting.
• (d)An application for membership must be completed within one year following submission. Failure results in forfeiture of the application fee and requires re-application.
• (e)The Board of Trustees shall review all applicants as presented by the Membership and Promotion Committee and has the power to accept or reject all applicants.
• (i)Honorary membership may be granted only after deliberation by the full Board requiring two-thirds majority vote of the quorum present.

• (a)Only Life, Senior and Regular members in good standing shall have the privilege of voting at regular and special meetings of the College.
• (b)A Candidate or Student member shall have the privilege of voting at Board or committee meetings to which they have been appointed or elected.

The quorum of the College shall consist of seventy-five (75) or more voting members.

• (a)To receive and maintain classification of membership, Senior, Regular, Associate and Affiliate members must pay their annual dues.
• (b)Senior and Regular members shall fulfill postdoctoral education requirements in obstetrics and gynecology as set forth by the Board of Trustees.
• (c)Any member who receives a conviction of a felony or a crime involving moral turpitude shall automatically be deemed terminated from membership.
• (d)Membership may be suspended or terminated upon cause shown by decision of the Board of Trustees.
• (e)A suspended or terminated member may be reinstated by a three-fourths vote of the Board of Trustees upon giving satisfactory evidence of compliance with membership rules.

The Board of Trustees shall receive and act on written findings and recommendations from the Committee of Ethical and Professional Standards regarding alleged violations of the Bylaws, Code of Ethics, or unprofessional conduct.

• (a)Application fees shall be established by the Board of Trustees and published to the membership.
• (b)Life membership and Honorary membership shall be exempt from application fees.

• (a)Changes in annual dues shall be established by the Board of Trustees at their annual meeting and shall require approval by the general membership.
• (b)Life membership and Honorary membership shall be exempt from dues.
• (c)Candidate members shall be exempt from dues.
• (d)Student members shall be exempt from dues.

• (a)Membership dues shall be payable January 1st of each year and will be delinquent if not paid by January 31st.
• (b)A member who fails to pay dues due to personal hardship may apply for a deferment for up to three (3) consecutive years, during which dues accrue interest free.
• (c)Any member who fails to pay dues after the deferment period shall be automatically dropped from membership.
• (d)Reinstatement after failure to pay dues requires payment of all dues owed plus current dues.
• (e)Any member may apply for a waiver of dues based on medical disability, subject to documentation and Board approval.
• (f)Any former member who wishes to reestablish membership after an inactive period of 2 years or greater must reapply and meet all eligibility requirements.
• (g)Dues and fees are not refundable.

To meet emergencies, the Board of Trustees may levy assessments which shall not total in one (1) year more than the annual dues. Life members, Candidate members and Affiliate members shall be exempt from emergency assessments.

The title of Fellow in the ACOOG shall be conferred upon ACOOG members when certified in obstetrics and gynecology by the American Osteopathic Board of Obstetrics and Gynecology (AOBOG) or the American Board of Obstetrics and Gynecology (ABOG). The Executive Vice President or President shall notify newly certified members in writing.

• (a)The title of Distinguished Fellow may be conferred upon Fellows who have demonstrated consistent outstanding skill, accomplishments, or contributions to the science and/or practice of OB/GYN and/or to the welfare of this College.
• (b)This title may be conferred upon any Senior or Life Member who is in good standing and meets the "Criteria for Eligibility for Distinguished Fellow."
• (c)Applications must be delivered before June 1 preceding the Annual Meeting. Three-fourths majority aye votes of ballots returned by September 1 shall be necessary for election to Distinguished Fellowship.

The title of Honorary Fellow in the ACOOG may be conferred upon those who may or may not hold the degree of D.O. for outstanding accomplishments and contributions to the purpose of the ACOOG.

Any member of the Board of Trustees may nominate a candidate in writing, delivered to the Executive Vice President on or before June 1 preceding the midyear meeting. Three-fourths majority aye votes of those ballots returned shall be necessary for election. The nominee must be present for the conferring of the title within two consecutive College meetings.

The annual meeting of the members shall be held at a date and location to be determined by the Board of Trustees. The meeting shall be held in conjunction with the annual convention.

The College shall be governed by a Board of Trustees ("the Board"), which shall have all of the rights, powers, privileges, and limitation of liability of Trustees of a nonprofit corporation organized under the TBOC.

• (a)The Nominating Committee shall propose members' names for the various offices of the College. Proposed nominations will be presented to the general membership at least thirty (30) days in advance of the annual meeting.
• (b)Members of the Board of Trustees shall be elected by the College at the annual meeting.

• (a)Each Trustee shall serve a three-year term but can be reelected for one more term of three years. Following two terms, a Trustee must wait one year before serving again.
• (b)A Resident member shall be elected by the resident membership to serve one two-year term and may vote at board meetings.
• (c)A Medical student member shall be elected as NSS President to serve a one-year term.

The Board shall have no fewer than 15 Trustees and no more than 17. The number of board members at any given time may be set by the Board.

Senior members who are Diplomates of the AOBOG or who are Osteopathic physicians certified by the ABOG are eligible for election as Trustees of the College.

• (a)A minimum of four regular meetings of the Board of Trustees will be held annually.
• (b)Special meetings may be called by the President or two or more Trustees.
• (c)At all meetings the President or President-Elect shall preside. In their absence, the Vice President shall preside.

The presence of 75% of the number of Trustees then in office shall constitute a quorum. The act of a majority of Trustees present at any meeting at which there is a quorum shall be the act of the Board.

Board members have a legal obligation — the duty of care — to make prudent and educated decisions for the College. Proxy voting will not be used by the College.

The Board of Trustees shall have the power, after careful investigation and by three-fourths vote of the entire Board, to remove any trustee for incompetence or failure to perform the duties of the office. Failure to attend two consecutive meetings without just reason shall be deemed a reason for removal.

Trustees shall not receive any compensation for their services in their capacity as a Trustee. Trustees may be entitled to reimbursement for approved expenses.

The officers of this College shall be the President, President Elect, Vice President, Secretary-Treasurer, and Immediate Past President.

• The Secretary-Treasurer shall serve a three (3) year term.
• The Vice President shall serve a four (4) year term: Vice President (year 1), President-elect (year 2), President (year 3), and Immediate Past President (year 4).

The President shall preside at all regular and special meetings and shall be generally responsible for the efficient administration of all Board activities. The President is authorized to represent the College and acts as liaison to the AOA Board of Trustees meetings.

• (a)Responsible for maintaining adequate and proper records of all Board meetings and minute records.
• (b)Shall monitor expenditure of funds, oversee budget development, and monitor financial records prepared by a third-party accountant.
• (c)Shall be the Chair of the Finance Committee.

There shall be an Executive Vice President/CEO employed by and responsible to the Board, who will carry out the purposes, policies and programs of the College as determined by the Board. The day-to-day operations of the College shall be under the direction of the Executive Vice President/CEO.

Standing committees of the College are Finance and Membership and Promotion.

• FinanceChaired by the Secretary-Treasurer with the Vice-President and one At Large Member appointed by the President. Oversees financial planning, monitors funds, safeguards assets, drafts fiscal policies, and ensures accurate board financial reporting.
• M&PMade up of nine (9) members including one Affiliate Member, one NSS-ACOOG advisor, and one resident representative. Members serve two-year terms with a maximum 2-term limit. Duties include investigating and inviting prospective members, reviewing applications, and promoting College membership.

An Executive Committee comprised of the Officers and Executive Vice President/CEO may meet as necessary to conduct the business of the College when the full board is unable to meet.

• (a)All members must conform to the Code of Ethics of the American College of Osteopathic Obstetricians and Gynecologists.
• (b)The Code of Ethics of the American Osteopathic Association is the Code of Ethics of the College.
• (c)Additional provisions to the Code of Ethics of the AOA will be adopted by this College.
• (d)Failure to conform to the Code of Ethics is cause for dismissal from membership in the College.

The Board shall authorize Officers, agents, or Trustees of the College to enter into any contract or execute and deliver any instrument in the name of and on behalf of the College. No Officer, agent or Trustee may legally bind the College without express authorization by a majority of the Board present at a meeting at which a quorum is present.

An independent Certified Public Accountant will be employed by the Board of Trustees to audit the books of the College annually.

The fiscal year of the College shall be from January 1 to December 31.

Each trustee, officer, employee, and member of this College shall be indemnified by this College against claims made against the College, trustees, officers, employees, and members in connection with or resulting from any action, suit, or proceeding to which such person may be made a party by reason of such person's position or capacity for this College, except in relation to matters as to which such person shall finally be adjudicated to have acted in bad faith, willful misconduct, or gross negligence.

The College will maintain Officers and Directors insurance covering each member of the Board and the Executive Vice President/CEO, as well as Owners and Operators and Workman's Compensation insurance.

• (a)The Board of Trustees must present any proposed amendment to the general membership thirty (30) days in advance of the annual meeting. A two-thirds (2/3) vote of voting members present is required for adoption.
• (b)Any amendment proposed by an individual must be presented to the Board of Trustees in writing at a regularly scheduled meeting, at which time the Board will refer it to the Bylaws Committee for review.
• (c)Upon approval by the Board, the proposed bylaws change will be submitted to the general membership thirty (30) days in advance of the annual meeting. A two-thirds (2/3) affirmative vote is required for adoption.
• (d)If a proposed bylaw change is not acceptable to the Board and/or Bylaws Committee, the individual member will be advised of such action in writing.

The Board will review the Bylaws periodically.

The purpose of the conflict-of-interest policy is to protect the tax-exempt interest of the College when it is contemplating entering a transaction or arrangement that might benefit the private interest of an Officer or Trustee of the College or might result in a possible excess benefit transaction.

• Duty to Disclose: An interested person must disclose the existence of any financial interest and all material facts to the Trustees and committee members considering the proposed transaction or arrangement.
• Trustees will complete a written disclosure statement annually and provide it to the President.
• At each Board of Trustees meeting, Trustees will verbally disclose any conflicts of interest.

Each trustee, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement affirming they have received, read, and agreed to comply with the conflict-of-interest policy, and understand that the College is charitable and must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Parliamentary procedure in the transaction of all the business of the College shall be governed by Robert's Rules of Order (Newly Revised Edition), unless otherwise specified in these Bylaws.

The American College of Osteopathic Obstetricians and Gynecologists is open to persons of both sexes and does not discriminate against any person because of sex. Therefore, the wording herein importing the masculine or feminine gender includes the other gender and imports no such discrimination.