UFOS BY-LAWS
BYLAWS OF
United Federation of Osteopathic Societies, Inc.
(A Nonprofit Corporation)
ARTICLE I. NAME AND LOCATION
The name of this corporation is United Federation of Osteopathic Societies Inc. The principal office of the Corporation in the State of Illinois shall be located in the City of Chicago, County of Cook.
ARTICLE II. CORPORATE PURPOSE AND POWERS
Section 1. Nonprofit Purpose
- This corporation is organized to provide activities, programs, and educational opportunities to benefit the Osteopathic profession; including, for such purposes, the organization of annual meetings, the assistance and support to smaller and/or student societies of osteopathic around the country to have representation in our organization./li>
- The corporation shall have all powers more fully set forth in the Nonprofit Corporation Act. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Otherwise, the corporation may engage in any business or activity provided for by the Illinois Nonprofit Corporation Act.
Section 2. Specific Purpose
The United Federation of Osteopathic Societies (UFOS) is a coalition of state and divisional osteopathic societies. Comprised primarily of smaller state and divisional societies, UFOS was established to ensure that the American Osteopathic Association's (AOA) policy development process and leadership representation has input from all its constituent societies. The strength of the UFOS comes from the unity of like-minded osteopathic societies that come together in good faith to promote the osteopathic profession. The UFOS is currently comprised of forty states, the District of Columbia, and the Military.
ARTICLE III. MEMBERSHIP
The Corporation shall have members, which are divisional societies as voted in by the current society membership.
ARTICLE IV. MEETINGS
The annual meeting of the Society shall take place during the Annual Meeting of the AOA House of Delegates. The specific date, time and location will be designated by the chair. The annual meeting will follow the Rules of the Federation approved by the UFOS on July 2016 (Attachment A).
ARTICLE V. BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.
ARTICLE VI. OFFICERS
The officers and directors of this Board and UFOS shall be the Chair, Vice-Chair, and Secretary/Treasurer.
Section 1. Chair
The Chair shall preside at all meetings of the nonprofit organization. The Chair shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Chair.
Section 2. Vice-Chair
The Vice-Chair of the corporation shall have the power to perform all duties and powers, which have been conferred by these by-laws and the Articles of Incorporation on the Chair in the absence or inability of the Chair to act.
Section 3. Secretary/Treasurer
The Secretary/Treasurer shall keep the minutes of meetings of the UFOS and Board of Directors. The Secretary/Treasurer shall attend to the serving and giving of all notices of the corporation. The Secretary/Treasurer shall have custody of the books and papers as the Board and the UFOS may direct, and shall attend to such correspondence as may be assigned to the Chair. The Secretary/Treasurer shall have supervision of the funds of the corporation. The Secretary/Treasurer shall be authorized to examine and review the financial books, investments, and financial accounts of the corporation at any time s/he should so desire.
Section 4. Election of Officers
The nomination of the officers of the Board and UFOS should be done by following the approved Rules of the Federation.
Section 5. Removal of Officer
The UFOS membership by majority of those voting at the Annual Meeting (votes allocated according to UFOS Rules) may remove any officer of the Board of Directors and UFOS and elect a successor for the unexpired term.
Section 6. Vacancies
The membership societies shall be responsible for nominating candidates to fill any officer vacancies that occur between meetings as detailed in the Rules of the Federation. The persons so elected shall hold office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. BOOKS AND RECORDS
The corporation shall keep complete books and records of account and minutes of the proceedings of the UFOS and Board of Directors.
ARTICLE VIII. TAX EXEMPTION PROVISIONS
Section 1. Limitations on Activates
Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax as an organization described by Section 501(c)(6) of the Internal Revenue Code, or (b) the corresponding section of any future federal tax Code.
Section 2. Prohibition Distributions
No part of the net earnings of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its societies, directors, officers, or other private persons or individuals, except that the Corporation shall be authorized and empowered to pay reasonable compensation as ratified/approved by the voting UFOS membership according to the Rules of the Federation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(6) of the Internal Revenue
Code or shall be distributed to the federal government, or to a state or local government, for public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
ARTICLE IX. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner during any of the annual meetings of the UFOS, provided that, specific notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be distributed electronically to all member societies one month prior to such a meeting.
Section 2. Bylaws
The UFOS membership may amend these Bylaws by majority vote at any of the annual meetings. Written notice setting forth the proposed amendment or summary of the changes to take effect thereby shall be distributed electronically to each member society within the time and the manner provided for the giving of such notice.
ARTICLE X. Miscellaneous
No proxy or cumulative voting of any kind will be allowed at any meeting.
ADOPTED AND APPROVED by the UFOS member societies on this __25__ day of ___July__________ 2019.
BYLAWS
-ATTACHMENT A-
UNITED FEDERATION OF OSTEOPATHIC SOCIETIES
(UFOS)
Rules of the Federation
- Any society may join by paying $20.00 per vote in the AOA House of Delegates.
- The officers of the Federation will be the officers of the caucus. Nominations for officers of the caucus may be made during any caucus meeting. Terms of office are for two (2) years. The elections for Chairman will be held at the last caucus meeting in odd numbered years. Elections for Vice Chairman and Secretary/Treasurer will be held at the last caucus meeting in the even numbered years.
- All actions will be based on one vote per society with majority rule applied unless otherwise stated. In the event of a tie, the chair will cast the deciding vote.
- Each society is bound to abide by the decision of the caucus. Any society that cannot support a decision of the caucus may be released by majority vote of the caucus provided they have announced their intentions before the vote is taken. Each such request is to be voted on separately.
- Annual dues are $75 per society plus $60 per delegate attending the House of Delegates.
- Selection of AOA Board of Trustee candidates from UFOS:
- Nomination with supporting documents, curriculum vitae and endorsement from the divisional society will be submitted to the UFOS Candidate Committee Chairman 60 days prior to the AOA House of Delegates.
- The UFOS Secretary will report to the UFOS divisional societies by email the names of all properly submitted divisional society nominees 30 days prior to the UFOS meeting during the annual AOA House of Delegates. This information will also be placed on the website.
- CVs for each nominee are to be provided by the nominating Divisional Society to the UFOS Secretary to be placed on the website.
- A slate of candidates for AOA Board of Trustees positions shall be selected annually by vote of the divisional societies present at the first UFOS meeting during the annual AOA House of Delegates meeting.
- Nominees can be selected without prior nomination and submission of documents by a 2/3 vote of the membership at the UFOS meeting during the annual AOA House of Delegates meeting and by confirmation of their divisional society's delegation. This rule applies if there is no candidate list or an unusual situation mandates a specific candidate who is not on the list.
- Nomination with supporting documents, curriculum vitae and endorsement from the divisional society will be submitted to the UFOS Candidate Committee Chairman 60 days prior to the AOA House of Delegates.
- Standing Committees of the UFOS:
- The Candidates committee shall consist of the Chairman of the UFOS and a minimum of four (4) committee members. The Candidate committee is charged with receiving and reviewing all documents for completeness and preparation for submitting these names to the UFOS divisional societies for consideration.
- The Rules committee shall consist of the Vice Chairman of the UFOS and a minimum of four (4) committee members. The Rules committee is charged with reviewing all current rules of the UFOS for accuracy, appropriateness and necessity.
- The Ad Hoc committee shall consist of the Secretary of the UFOS and a minimum of four (4) committee members. The Ad Hoc committee is charged with determining which standing committees are needed, how they should be constituted and what their charge should be. The Ad Hoc committee is charged with contacting unrepresented states to encourage attendance.
- The Resolutions committee shall consist of the Vice Chairman and all UFOS members who sit on the AOA Board of Trustees. This committee is charged with organizing and presenting a summary of the reference committee discussions of the major resolutions of interest to the UFOS.
- All committee members will be selected by the committee chairman from the official delegate volunteers at the UFOS during the annual AOA House of Delegates meeting. Committee members will serve two (2) year terms staggered so that two (2) committee members are selected each year. Each divisional society shall have no more than one (1) representative on the UFOS committees.
