Article I

NAMES AND PURPOSES

Section 1. Name

The name of the corporation is the Ohio Dermatological Association (herein referred to as the “ODA”, “Association” or the “Corporation”)

Section 2. Purpose

The purposes of the Association are to promote and advance the common and business interests of physicians and surgeons specializing in dermatology; to promote, advance, foster, and stimulate the specialty of dermatology; to further by clinical study, laboratory research, publication, and teaching, the knowledge of dermatology and the applicable of such knowledge to the prevention and treatment of diseases. Additionally, the Association is committed: :

a. To maintaining the highest possible standards of medical education pertaining to dermatology and related disciplines

b. To maintaining the highest standards in clinical practice, education and research in dermatologic medicine and surgery, and related disciplines

c. To promoting the highest standards of patient care and promote the public interest relating to dermatology

d. To promoting the highest standards in allied health professions and services as they relate dermatology

A member shall have no vested right, interest or privilege of, in, or to the assets, functions or affairs of the Corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after his/her membership ceases, or while he/she is not in good standing.

 

ARTICLE II.

OFFICES

Section 1. Registered Office

The association shall have and continuously maintain a registered office in the State of Ohio

Section 2. Executive Office

The location of the executive office of the association shall be the home location of the executive director.

 

ARTICLE III.

MEMBERSHIP

Section 1. Definition of Physician

As used in this Code of Regulations, the term “physician” shall mean any doctor of  medicine, doctor of osteopathy.

Whenever a member shall cease to meet the membership criteria, such member shall automatically be dropped from the roll of the ODA

Section 2. Eligibility

The membership of the ODA shall include the following seven classes of members: Fellow, Associate, Non-Resident Member, Life Member, Physician in Training (Resident), Physician Extender and Affiliate

a.  Fellows. Any physician who has been certified in dermatology by the American Board of Dermatology or the American Osteopathic Board of Dermatology or the Royal College of Physicians and Surgeons of Canada. Fellows shall have full membership rights as recognized under customary parliamentary practice, including, but not by way of limitation, the rights to attend membership meetings, to participate in discussion, to vote, to be a candidate for elective office, to use the ODA logo and to accept appointments to committees. Fellows shall be obligated to pay all dues and assessments imposed on Fellows and shall be obligated to observe all these Regulations, all bylaws and administrative regulations of the ODA.

b. Associate. Any physician who has completed a dermatology-training program and who practices dermatology shall be eligible to be an Associate. Associates shall have all of the rights of Fellows except that they shall not be eligible to serve in any elective office, use the ODA logo or vote. Associates shall be obligated to pay all dues and assessment imposed upon Associates and to observe these Regulations, all bylaws and administrative regulations of the ODA.

c. Non-Resident. Any physician, MD/DO, who does not practice or reside in the State of Ohio and who is not a member of a local dermatological society in the State of Ohio shall be eligible for Non-Resident membership. Non-resident members shall have all of the rights of Fellows, except that they may not serve in any elective office, use the ODA logo or vote. Non-resident members shall be obligated to pay all dues and assessments imposed on Fellows and to observe all bylaws and administrative regulations of the ODA.

d. Life Member. Any member in good standing who has attained the age of 70 or who has retired from active practice shall be eligible for Life membership. Life members are not required to pay annual membership dues or assessment. A life member shall continue to have all of the membership rights of his/her previous membership category. Life members shall not be obligated to pay any membership dues or assessments, but they shall be obligated to observe these Regulations, all bylaws and administrative regulations of the Association. Any life member may be reinstated to his or her prior class of membership by the Board of Directors pursuant to the recommendation of the Membership Committee.

e. Physician in Training (Resident). Any physician currently in good standing in dermatology and/or related subspecialty training program in Ohio is eligible for Physician in Training (Resident) membership. At the completion of training the physician must apply for appropriate association membership as listed above. During his or her first year of membership, the dues will be waived. Physician in Training (Resident) members are not subject to annual dues or special assessments. They may not hold office in the ODA, they cannot use the ODA logo and are not eligible to vote, they are encouraged to be resident members of the Ohio State Medical Association.

f. Physician Extender. Any individual meeting the following criteria: (1) hold a license from the Ohio Medical or Nursing Board to practice as a physician assistant or nurse practitioner and (2) is currently employed by a physician who holds Fellow or Associate membership in the ODA.  If the individual ceases to be employed by a Fellow or Associate member of the ODA, they shall be automatically dropped from the roll of the Corporation.  They shall immediately be eligible for membership if employed by a Member or Fellow of the ODA in the future but must pay a new membership fee.  Physician Extender members may not hold office in the Corporation may not use the ODA logo and are not eligible to vote.

g. Affiliate. Individuals who meet one or more of the following criteria: (1) Physicians who are certified in dermatology by a non-US or non-Canadian Board; (2) Dermatopathologists who are board-certified in dermatopathology by the American Board of Pathology; (3) Dermatopathologists who are certified in dermatopathology and are not eligible to be a Fellow. Affiliates shall have all of the rights of Fellows, except that they may not serve in any elective office, may not use the ODA logo or vote. Affiliates shall be obligated to pay all dues and assessments imposed on Affiliates and to observe these Regulations, all bylaws and administrative regulations of the ODA.

Section 3. Election to Membership

a. For Fellow, Associate, Non-Resident Member, Physician Extender and Affiliate status. Each applicant shall complete and submit an official application form with such information and such application fee and dues as the ODA may specify.

b. For Life Membership. Each eligible person who desires Life Membership shall request in written form life membership to the executive director. No fee shall be required for submitting an application for Life Membership.

Section 4. Review and Evaluation The Board of Trustees

a. The Board of Trustees shall develop criteria for admission to members to the Corporation and the Membership Committee shall, in a timely manner, review all membership applications in light of such criteria and recommend action thereon to the Board of Trustees. The Board of Trustees shall have the sole authority to accept or decline applications for membership.

b. The Secretary and/or Executive Director shall notify the applicant of the acceptance or rejection of the application. Approved applications for membership shall become final when the applicant has paid the membership fee.

c. A member may voluntarily withdraw their application or membership at any time by giving the Secretary and/or Executive Director written notice of such withdrawal. To be reinstated, the member must reapply for admission to the Corporation.

d. Honorary members may be proposed by any member of the Corporation, but require an affirmative vote of two-thirds of the Board of Trustees.

e. Any application for membership may be denied based on the inclusion of false information on an application, violation of ODA policies or intellectual property rights, or any acts or omissions that might be groups for disciplinary action if committed by a member.

Section 5. Applications for Reinstatement

Any former member may apply for reinstatement through such procedures as may be specified by the Board of Trustees 

Section 6. Disciplinary Action and Termination of Members

a. Whenever any member shall cease to have the qualifications necessary for admission to membership in the Corporation, then such membership shall automatically terminate.

b. The Board of Trustees shall develop criteria for the removal of members. Any member may be removed from membership by the affirmative vote of a majority of the Board of Trustees. The Board of Trustees may vote at a regular or special meeting called for that purpose; or by the affirmative vote of a majority of the Board of Trustees at a regular or special meeting called for that purpose. Any such member proposed to be removed shall be entitled to at least ten (10) days notice in writing by certified mail, return receipt requested, of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

Section 7. Compensation and Expenses

Members shall not receive any compensation for their services as such, but by resolution of the Board of Trustees, the Board shall have the power to, and in their discretion may, contract for and pay to members rendering unusual or special services to the Corporation, special compensation appropriate to the value of such services.

 

ARTICLE IV.

DUES AND ASSESSMENT

Section 1. Annual Dues

Except as otherwise provided herein, every member shall be required to pay annual dues based upon the respective membership class, the amount of which shall be determined by the Board of Trustees and may be changed from year to year by the Board of Trustees. Annual dues shall be payable within thirty (30) days after the ODA’s fiscal year end, or upon application for membership in the ODA at a graduated level in respect to the month of the fiscal year. Any member who is in default in the payment of their annual dues for a period of forty- five (45) days from the date the dues are payable, and has not withdrawn their application or membership from the ODA, shall not be considered as a member in good standing with the ODA; their membership shall be suspended and they shall not be entitled to vote until they become current in their dues for all years. The Board of Trustees may vote to terminate any member who is in default of their annual dues obligation. At the discretion of the Board of Trustees, a member’s dues may be waived. 

Section 2. Special Assessment

Special assessments may be levied on the members of the Corporation from time to time, upon the recommendation of the Members or Board of Trustees and the affirmative vote of a majority of the membership, registered in person or by proxy, at a regular or special meeting called for that purpose.

 

ARTICLE V.

Meeting of Members

Section 1. Annual Meetings

The annual meeting of the members of the Corporation shall be held on a designated Friday in the month of September, or on such other date, and at such place, as may be designated by the Board of Trustees from time to time, for the transaction of such business as may come before the meeting. The time and place of the annual meeting shall be decided by the Board of Trustees.

Section 2. Special Meetings

A special meeting of the members of this Corporation shall be called by the Secretary or President, pursuant to a Resolution of the Board of Trustees, or upon the written request of two Trustees, or by twenty-five percent (25%) of the members entitled to vote. Calls for special meetings shall specify the time, place and object or objects thereof, and no business other than that specified in the call therefor shall be  considered at any such meetings.  Unless waived in writing, notice of each special meeting communicating the day, hour, place and the purpose or purposes thereof shall be given to each Director by the Secretary of the Corporation not more than sixty (60) days or less than twenty-four (24) hours before any such meeting. Such meetings could be conducted by means of video or telephone conference, if appropriate. In the event Trustees were not elected at the annual meeting or in the event vacancies have occurred on the Board of Trustees since the last election, the election of Trustees may be held at a special meeting of the members.

Section 3. Waiver of Notice

Any notice required to be given by these Regulations shall be in writing and shall be delivered personally or sent by e-mail, fax, or by United States mail, express mail, or courier service, with postage or fees prepaid. For any notice made by personal delivery, email, or fax, notice shall be deemed to be given when delivered or transmitted. For any notice sent by United States mail, or courier service, notice shall be deemed to be given three (3) business days after it is deposited in the mail or with the courier service. Unless waived in writing, notice of each annual meeting communicating the day, hour, and place shall be given to each Trustee by the Secretary of the Corporation not more than sixty (60) nor less than three (3) days before any such meeting. Any member, before any meeting, may waive any notice thereof required by law, the Articles, or these Regulations. Waiver must be in writing and filed with, or entered upon, the records of the meeting. Notice of a meeting will be deemed to have been waived by any member who attends such meeting either in person or by proxy and who does not, before or at, the commencement of the meeting, protest the lack of proper notice.

Section 4. Quorum

At any meeting of the members, a quorum shall consist of ten (10) Fellow members entitled to vote, whether represented in person or by proxy. Less than ten (10) Fellow members in attendance, whether represented in person or by proxy, shall adjourn the meeting of members

Section 5. Voting

a. The affirmative vote of a majority of the members authorized to vote, whether in person or by proxy, present at any meeting of the members which a quorum is present shall be the act of the members, provided that less than a majority affirmative vote of the members shall be sufficient to defeat any matter brought to vote

b. Each member (except Physician in Training, Affiliate members, Physician Extenders and Non-Residents) in good standing with the Corporation shall be entitled to one (1) vote in person or by proxy. A vote may be by written ballot, by mail ballot, by emailed ballot, or be made orally. The Board of Trustees shall establish written procedures with respect to conducting Trustee elections through written mail ballot.

Section 6. Proxies

Any member entitled to vote at a meeting of members may be represented and vote there at by proxy appointed by an instrument in writing, subscribed by such member, or by his/her duly authorized attorney, and submitted to the Secretary and/or Executive Director at or before each meeting.

Section 7. Order of Business

The regular order of business at any annual or special meeting of members shall be as established in the administrative regulations of the ODA.

Section 8. Electronic Conferences

a. A conference among members by a means of communication through which the members may simultaneously hear each other during the conference constitutes a meeting of the members if the same notice is given of the conference as would be required for a meeting of the members and if the number of members participating in the conference is sufficient to constitute a quorum at a meeting. Participation in a meeting by such means constitutes presence in person at the meeting.

b. A member may participate in a meeting of the members not described in paragraph (a) by means of communication through which the member, other members so participating and all member physically present at the meeting may simultaneously hear each other during the meeting. Participation in such a meeting by such means constitutes presence at the meeting.

ARTICLE VI.

BOARD OF TRUSTEES

Section 1. General Powers

The property and affairs of the Association shall be managed by its Board of Trustees

Section 2. Number and Qualifications

Until changed, as provided in this Section, the number of Trustees shall be nine (9) Fellow members, three Physician-in-Training (Resident Trustee) members, plus the Board of Trustees shall also appoint its three (3) Immediate Past Presidents as a Trustee Advisory Committee, which shall be treated as additional Trustees, having the same rights and privileges as elected Trustees to vote on all matters under consideration by the Board of Trustees.  When a tie vote occurs (total of 12 voting trustees), the President of the ODA is permitted to cast a tie-breaking vote. Only Fellow members of the Corporation may be Trustees, except for the Resident Trustees. Without amending these Regulations, the number of Trustees may be fixed or changed by resolution adopted by the vote of members representing a majority of the voting power present, in person or by proxy, at any annual meeting or any special meeting called for that purpose, provided, however, that the Trustee roll is maintained at an odd number of Trustees, as opposed to an even number. No reduction of the number of Trustees shall have the effect of removing any Trustee prior to the expiration of his/her term of office.

Section 3. Term of Office

The term of office of the Fellow Trustees shall be for three (3) years. The term of office for the Resident Trustees is one (1) year and shall begin at the Annual Meeting. Upon the expiration of the term of office, their successors shall be elected for the term of three (3) years each, so that one-third of the number of Fellow Trustees of the Corporation shall be elected annually. The Resident Trustee shall be appointed annually.

No member shall serve as a Trustee for more than two (2) consecutive three (3) year terms. A member may serve as Trustee for three (3) consecutive terms only if one of the terms is for less than one year. A member who has served as a Fellow Trustee for two (2) consecutive three (3) year terms or three (3) consecutive terms totaling less than seven (7) years is eligible for reappointment one year following the end of the second or third term respectively.

Section 4. Election of Trustees

a. The nominating committee shall consist of the three (3) advisory trustees and those Trustees appointed to serve on the nominating committee. 

b. Request for nominations will be solicited to the ODA membership to find at least one candidate for each district. The nominations will be reviewed by the advisory trustees and nominating committee. The board will then vote to approve the suggested candidates. At each meeting of the members for the election of Trustees at which a quorum is present, the members receiving the greatest number of votes shall be the Trustees.
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Section 5. Resident Trustee-Elects/Resident Trustees

One Resident Trustee-Elect shall be selected from each of the three districts in Ohio: northeastern region, central region, and southern region.  Prior to September 1st of each year, the Directors of dermatology training programs approved by the American Board of Medical Specialties or the American Osteopathic College of Dermatology shall submit in writing the name of a candidate in his or her first year of formal dermatologic training for membership on the Board of Trustees to begin at the Annual Meeting.  The nomination will be accompanied by a statement prepared by the Program Director setting forth the qualifications of the nominee for the Board of Trustees.  The nominee shall provide a curriculum vitae and prepare a statement, not to exceed one (1) page, outlining his/her qualifications for appointment to the Board of Trustees.  The Board of Trustees shall select and appoint one (1) of the nominees from each district from the candidates as a Resident Trustee-Elect to serve in that capacity until the next annual meeting, at which time these three residents will assume the role of Resident Trustees.  The Resident Trustee term will end at the Annual Meeting the following year.  In determining which candidates will be selected and appointed by the Board, the nominee receiving the most votes from each district from the ODA officers and trustees shall become a Resident Trustee-Elect.  In the event of a tie vote, the ODA President shall break the tie.  The Resident Trustee-Elects and Resident Trustee do not have voting privileges.  Therefore, we will have three Resident Trustee-Elects:  one from District 1 (Cleveland Clinic, University Hospitals Cleveland Medical Center, MetroHealth Medical Center, LECOM/Tri-County Derm); District 2 (Ohio State University and Ohio Health – O’Bleness; District 3 (Wright State University and University of Cincinnati)

Section 6. Vacancies

A vacancy in the Board of Trustees may be filled by a majority vote of the remaining Trustees, even though they are less than a quorum, until the members hold an election to fill the vacancy. If the vacant position is that of the Resident Trustee, the Trustees shall choose from among the Resident nominees one (1) person to finish the term left vacant. If the vacancy is that of a Trustee Advisory Committee member, the Board of Trustees shall choose from the list of previous presidents to finish the term left vacant. The members entitled to elect Trustees may elect a Trustee to fill any Fellow Trustee vacancy in the Board (whether or not the vacancy has previously been temporarily filled by the remaining Trustees) at any members meeting called for that purpose.

Section 7. Removal of Trustees

Any Trustee may be removed either with or without cause at any time by the affirmative vote of a majority in voting power of the members of record of the ODA entitled to vote taken at a special meeting of the members called for that purpose. If a Trustee fails, at any time, to qualify as a member of ODA, or if a Trustee’s membership is otherwise revoked, terminated, or remove, such individual shall automatically be removed from the Board of Trustees without need for a member vote. The vacancy in the Board of Trustees caused by any such removal may be filed by the members at such meeting. If the Trustee removed is the Resident Trustee, his/her position shall be filled by election by the Trustees of a Resident member from among the past nominees.

Section 8. Compensation, Expenses and Attendance

The Trustees shall not receive any compensation for their services as such, but the Board of Trustees, by resolution, shall have the power to, and in their discretion may, contract for and pay to Trustees rendering unusual or special services to the Corporation, special compensation appropriate to the value of such services. No Trustee shall be precluded from serving the Corporation as an officer or in any other capacity or from receiving compensation therefor. Trustees may be reimbursed for their reasonable expenses incurred in the performance of their duties, if such reimbursement is authorized by a majority of them. Trustees must participate in 50% of the board meetings in any given year and cannot miss more than three consecutive board meetings, including conference calls.

Section 9. Quorum

At any meeting of the Board of Trustees, a quorum shall consist of a simple majority of all the Trustees, the Trustee Advisory Committee members, President-Elect, Secretary, and Treasurer. Less than a majority of all the Trustees, the Trustee Advisory Committee members, President-Elect, Secretary, and Treasurer in attendance shall adjourn the meeting of Trustees.

Section 10. Action Without a Meeting

Any action, which, by virtue of any provisions of the laws of Ohio, these Articles, or these Regulations, may be taken at a meeting of the Trustees, may be taken without a meeting if authorized by a writing signed by all of the Trustees and Trustee Advisory Committee members.

Section 11. Executive Committee

The Board of Trustees may provide for an Executive Committee that shall consist of the President, the President-elect, the Secretary-Treasurer, the Assistant Secretary-Treasurer and at least one other director designated by the Board of Trustees and that shall include the Executive Director as a non-voting, ex-officio member. To the extent determined by the Board of Trustees in the administrative regulations, the Executive Committee may exercise the authority of the Board of Trustees in the management of the property and affairs of the ODA when the Board of Trustees is not in session, except as otherwise provided by law or these Regulations and except that the Executive Committee shall not exercise the authority of the Board of Trustees regarding the election of members, and that no other action of the Board of Trustees shall be altered, amended, or rescinded by the Executive Committee without the express prior authorization of the full Board of Trustees to do so. The establishment of the Executive Committee and the delegation of authority thereto shall not operate to relieve the Board of Trustees, or any member thereof, of any responsibility imposed upon it or him or her by law or by these Regulations.

Section 12. Electronic Conference

a. A conference among Trustees by a means of communication through which the Trustees may simultaneously hear or participate with others during the conference constitutes a meeting of the Trustees if the same notice is given of the conference as would be required for a meeting of the Trustees and if the number of Trustees participating in the conference is sufficient to constitute a quorum at a meeting. Participation in a meeting by such means constitutes presence in person at the meeting.

b. A member may participate in a meeting of the Trustees not described in paragraph (a) by means of communication through which the Trustee, other Trustees so participating, and all Trustees physically present at the meeting may simultaneously hear each other or otherwise participate during the meeting. Participating in such a meeting by such means constitutes presence at the meeting.

 

ARTICLE VII.

OFFICERS

Section 1. Number, Titles and Qualifications

The officers of this Corporation shall be a President, President-Elect, Secretary and a Treasurer. Only Fellow members of the Corporation may be officers. Officers may or may not be Trustees of this Corporation. The Board of Trustees, in its discretion, may create additional offices of Vice-President or Executive Director, as it may from time to time see fit, and may further create Assistant Secretaries and Assistant Treasurers. Other than the President and President-Elect officers, any person may hold two or more offices and perform the duties thereof. The office of Secretary and Treasurer may be combined.

Section 2. Election, Terms of Office, Qualifications and Compensation

a. At the July meeting of the Board of Trustees in each year at which a quorum shall be present, the Board of Trustees may elect officers of the ODA (including the President and President-elect), and designate and appoint such subordinate officers and employees as it shall determine.

b. They may also appoint an Executive Committee or Committees from their number and define their power and duties.

c. The term of office shall be for up to three (3) annual terms or until a successor is elected and qualified. The President-elect shall automatically succeed to the Presidency for the year immediately following a term as President-elect. The President and President-elect may not succeed themselves without at least one year’s absence from office.

d. The offices of Secretary and Treasurer may serve up to three (3) annual terms, and thereafter, they may not succeed themselves without at least one year’s absence from office.

e. Officers shall serve without compensation unless the Board specifically grants compensation to one or more officers. Officers may be reimbursed for their reasonable expenses incurred in the performance of their duties if such reimbursement is authorized by the Board of Trustees.

Section 3. Removal

Any officer may be removed, either with or without cause, at any time by the Board of Trustees at any meeting. The notices (or waiver of notices) shall specify that such removal action was to be considered. Any officer appointed by an officer or committee to which the Board shall have delegated the power of appointment may be removed either with or without cause by the committee or superior officer (including successors) who made the appointment, or by any committee or officers upon whom such power of removal may be conferred by the Board of Trustees.

Section 4. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled in the manner prescribed for regular appointments or election to such office.

Section 5. Powers, Authority and Duties of Officers

Officers of the Corporation shall have the powers and authority conferred and the duties prescribed by law in addition to those hereinafter specified.  The president elect, secretary, and treasurer will be permitted to make motions and each will have one vote.  If said officer is also a trustee, he/she will only be able to exercise one vote, not two.

a. President. The President of the Corporation shall preside at and over all meetings of the members and Board of Trustees. Subject to the control of the Board of Trustees, the President shall be the chief executive officer of the Corporation, supervise and manage the business of the Corporation, coordinate and supervise the work of its officers, and carry into effect the resolutions of the Board of Trustees, employ, direct, fix the compensation of, discipline, and discharge its personnel, employees, agents, professional advisors and consultants, and to perform all functions as a General Manager of the Corporation in business, as provided in Section 1702.34 of the Revised Code of Ohio, or any other pertinent statute; provided, however, that if the Board of Trustees employs an Executive Director pursuant to Article VIII hereof, then such Executive Director shall be the chief executive officer of the ODA and be responsible for the duties set forth above. He/she may sign, execute and deliver in the name of the Corporation, all deeds, mortgages, bonds, contracts, or other instruments, either when specifically authorized by the board of Trustees, or when required or deemed necessary or advisable by him/her in the ordinary conduct of the Corporation’s normal business, except in cases where the signing and execution thereof shall be expressly delegated by these Regulations or the Board of Trustees to some other officer or agent of the Company or shall be required by law or otherwise to be signed or executed by some other officer or agent.

b. President-Elect. The President-elect of the Corporation shall perform all of the duties of the President, in the event of the President’s death or disability.

c. Treasurer.The Treasurer shall have the custody of the funds and securities of the Corporation, which may come into his/her hands and shall do with the same as may be ordered by the Board of Trustees. When necessary or proper, he/she may endorse on behalf of the Corporation for collection, checks, notes, or other obligations. The Executive Director may write checks in the amount of $500 or less but must notify the President and Treasurer to be monitored. The ODA will have a procedural manual to follow and to be changed by the Board as deemed necessary. The Treasurer shall deposit the funds of the Corporation to its credit, in such banks or depositories as the Board of Trustees may from time to time designate. The fiscal year of the Corporation shall be such year as the Board of Trustees may elect. He/she shall submit to the annual meeting of the members, a statement of the financial condition of the Corporation, including Profit and Loss Statement and Balance Sheet, and whatever else is required by the Board of Trustees, shall make and render a statement of his/her accounts and such other statements as may be required. He/she shall keep in books of the Corporation, full and accurate accounts of all monies received and paid by him/her for accounts of the Corporation. He/she shall perform such other duties as may from time to time be assigned him/her by the Board of Trustees. He/she shall render statements for services rendered by said Corporation and such statements shall be rendered in the corporate name and may, at the discretion of the Board of Trustees, be rendered in a division name or trade name owned by or used by said corporation. .

d. Assistant-Treasurer. The Assistant-Treasurer of the Corporation shall perform all of the duties of the Treasurer, in the event of the Treasurer’s death or disability.

e. Secretary. The Secretary with the assistance of the Executive Director shall keep the minutes of all proceedings of the Board of Trustees and the members, and make a proper record of the same, which shall be attested by him/her. He/she shall take charge of such corporate record minutes, and generally perform such duties as may be required by the Board of Trustees. The Secretary shall sign membership certificates as may from time to time be issued by this Corporation.

 

ARTICLE VIII.

EXECUTIVE DIRECTOR

Section 1. Employment

The Board of Directors may employ a full-time, salaried Executive Director, who shall be the chief executive office of the ODA and a non-voting, ex-officio member of the Board of Directors and the Executive Committee.

Section 2. Duties and Authorities

The Executive Director shall be directly responsible to the President and Secretary-Treasurer and shall generally assist the President and Secretary-Treasurer in the discharge of the duties of those offices; shall be responsible for, and have general authority with respect to, maintenance and administration of the executive office of the ODA and of all continuing operations of the ODA; shall be authorized to speak on behalf of and in the name of the ODA in the expression of policies established by the Board of Trustees; shall provide representation for the ODA to other organizations; and shall perform such other duties and exercise such other authority as shall be established in the administrative regulations of the ODA or otherwise determined from time to time by the President, Secretary-Treasurer, or the Board of Directors.

Section 3. Bond

If required by the Board of Trustees, the Executive Director shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety or sureties as the Board of Directors shall determine. With the approval of the Board of Trustees, the cost of any such bond or surety may be paid from the fund of the ODA.

ARTICLE IX.

ODA DELEGATES AND REPRESENTATIVES FOR NON-ODA ORGANIZATIONS

Section 1. Advisory Board Council

The Board of Trustees shall appoint a representative to the Advisory Board Council of the American Academy of Dermatology. Such representatives shall serve for a period not to exceed three (3) years, and may, in the discretion of the Board, be reappointed for successive three (3) year terms.

Section 2. Ohio State Medical Association Delegate

The Board of Trustees shall appoint one delegate and one alternate delegate to the Ohio State Medical Association’s House of Delegates. Such delegates shall serve for a period of three (3) years, and may, in the discretion of the Board, be reappointed for successive three (3) year terms. If the delegate is unable to perform his or her duties, an alternate will be selected to perform the duties of the delegate.

Section 3. Contractor Advisory Committee Delegate (CAC)

The Board of Trustees shall appoint a representative to be the Contractor Advisory Committee Delegate. Such delegates shall serve for a period of three (3) years, and may, in the discretion of the Board, be reappointed for successive three (3) year terms.

ARTICLE X.

COMMITTEES

Section 1. Standing Board Committees

In addition to the Executive Committee authorized by Article VI, Section 11, of these Regulations, the Board may establish such other standing Board committees as it shall deem necessary or appropriate to conduct the affairs of the ODA. The administrative regulations of the ODA shall set forth the purposes, duties, powers, composition, manner and term of appointment and method of operation of such standing Board committees.

Section 2. Standing Sub-Committees

The Board of Trustees shall provide in the administrative regulations of the ODA for such standing sub-committees as it may deem appropriate to implement the purposes of standing Board committees. The purposes, duties, powers, composition, manner and term of appointment and method of operation of all standing sub-committees shall be established in such regulations, and the structure and operation of all standing sub-committees shall be integrated with the structure and operation of the standing Board committees of the ODA.

Section 3. Special Committees

The Board of Trustees may from time to time establish such special committees as it may deem appropriate for the conduct of the affairs of the Academy. The names, purposes, duties, powers, composition, and appointment of all special committees shall be determined by the Board of Trustees, but the structure and operation of all special committees shall be consistent with the purposes of the ODA and integrated with the structure and operation of the standing Board committees and sub- committees of the Academy.

Section 4. Standing Board Committees

The Board of Trustees may designate committees by whatever name or names the Board shall deem appropriate; by way of illustration but not limitation, such names may include committee, council, commission, section, panel, work group, task force or ad hoc task force.

Section 5. Termination

Notwithstanding any other provision of these Regulations or the or the administrative regulations of the ODA, a new standing Board committee or sub-committee may be created, or any standing Board committee or sub-committee may be terminated, by action of the Board of Trustees. Any special committee may be terminated by action of the Board of Trustees at any meeting, provided that notice of such proposed termination shall have been given to all Trustees not less than fourteen (14) nor more than thirty (30) days prior thereto.

Revised 9/16/94
Revised 10/31/03 (Resident Trustee)
Revised 10/15/05 (Advisory Trustees)
Revised 10/15/06 (Mission Statement, Section 4.5, Section 4.9)
Revised 10/21/07 (Sections 1.1[E & F]; 1.3; 1.6; 1.7; 2.2; 2.6; 2.7; 2.10; 3.15; 4.10)
Revised 9/28/08 Added Section 1.1 [G] Physician Extender; Deleted Section 1.1 [C] Affiliate Member
Revised 10/18/09 (Section 3.6 Resident Trustee)
Revised 10/2/11 (Section 3.6 Resident Trustee-Elect)
Revised 10/21/12 (Section 1.1 Membership – removed Honorary category)
Revised 10/26/13 (Section 1.1 Membership – added Affiliate membership category)
Revised 9/27/14 (Section 1.1 Membership – modified Fellow and Affiliate membership category); Section3.6 (Section Resident Trustee Elect/Resident Trustee)(
Revised 10/25/15 (Section 1.1 Membership – modified Fellow and Affiliate membership category)