BOG Rules and Regulations

BOG Rules and Regulations

Following are the governing articles of the AAO-HNS Board of Governors, as amended on March 22, 2009, by a vote of the BOG, and approved by the AAO-HNS Board of Directors on June 6, 2009.

Article I
Purpose

The Board of Governors shall function as an advisory body to the Board of Directors (BOD) to:

     (a) Act as an avenue of communication between the Board of
          Directors and the local, state, regional, and national
          otolaryngology—head and neck surgery organizations and
          residents;
     (b) Make recommendations regarding the programs and
          policies of the AAO-HNS;
     (c) Seek out and involve practitioners of otolaryngology—head
          and neck surgery in academic, social, economic, and
          political issues relative to otolaryngology—head and neck
          surgery in the U.S.;
     (d) Strengthen the AAO-HNS and otolaryngology societies; and
     (e) Support the general good of patients, the specialty, and the
          medical profession.

Article II
Society Membership

Section 1. BOG Society Membership:

Societies of the Board of Governors may be organized under the guidelines established by the AAO-HNS Board of Directors for the purposes of furthering the objectives of the AAO-HNS. In addition, national specialty societies that fall under the umbrella of the AAO-HNS may be eligible for BOG membership.

Section 2. BOG Society Formation:

Societies may be formed in a state, county, or region as long as there are thirty (30) members of the society (or if fewer than thirty [30] Fellows or Members of the AAO-HNS , the organization should be the only organization in its province or state representing otolaryngologist—head and neck surgeons). Members of any state or provincial organization currently represented on the Board of Governors shall not constitute fifty percent (50%) or more of the membership of new organizations applying for representation on the Board of Governors.

Section 3. Application of Fees and Dues:

No application fees or dues shall be charged to Governors, Alternate Governors, or their sponsoring societies for membership in the Board of Governors.

Section 4. Admission of New Societies:

In considering the addition of a new society, the society applying for membership shall submit an application, a list of its elected officers with complete contact information, a list of its scheduled activities, and a membership roster showing membership of at least thirty (30) Fellows or Members of the AAO-HNS or, if fewer than thirty (30), a roster of membership and a letter indicating that it is the only organization in the state representing otolaryngologist-head and neck surgeons. New BOG societies are considered provisional members for a period of two (2) years but maintain full rights and privileges of established BOG societies during this period.

Section 5. Regional Representation:

Should a proposed society be unable to meet the minimum requirement for admission as a BOG Society, it is encouraged to look to collaborating with an adjacent society for regional representation.

Section 6. Readmission of BOG Societies:

Readmission of a BOG society terminated for failure to meet BOG society structure criteria may be approved by majority vote of the Governors. The readmission must also be recommended by the Board of Governors Executive Committee and also approved by the AAO-HNS Board of Directors.

If the AAO-HNS Board of Directors terminates the Board of Governors membership of any society, then such a society may file a new petition for readmission in the Board of Governors, and such petition shall be dealt with pursuant to Article II, Section 4. The society and its Governor’s slot would be filled according to the provisions of Article III.

Section 7. Evaluation of BOG Societies:

One third of all BOG societies will be evaluated each year by the BOG Rules & Regulations Committee over a three (3) year cycle to ensure continued compliance with participation criteria.

Article III
Governance Representation

Section 1. AAO-HNS Membership Requirement:

The Board of Governors shall be composed solely of Active, Life, Retired, and Military Fellows and/or Residents of the AAO-HNS who are selected pursuant to the provisions of Articles II and III.

Section 2. Governors:

Each BOG member society shall appoint an individual from among its membership to be a Governor candidate for the AAO-HNS’s Board of Governors. The Governor’s appointment is subject to final approval by the BOG Executive Committee.

Section 3. Alternate Governors:

Each member society shall be asked to nominate two (2) individuals from among its membership to be candidates to serve as Alternate Governors: one (1) for Legislation and one (1) for Public Relations for the AAO-HNS’s Board of Governors. The Legislative Representative’s and the Public Relations Representative’s appointment, respectively, is subject to final approval by the BOG Executive Committee. One of the Alternates must be designated as senior to replace the Governor if he or she cannot attend a meeting or fails to fulfill his or her term in office. The two (2) Alternate Governors are responsible for their respective areas and are responsible for reporting on their activities to both the Governor and AAO-HNS staff. The Alternate Governors shall be designated as the Legislative Representative and the Public Relations Representative.

Section 4. Term of Office:

The term of office of Governors and Alternate Governors shall be three (3) years. The Governor and Alternate Governors may be reappointed at the discretion of the society.

It is recommended that the initial terms of the Governors and Alternate Governors shall be staggered so that approximately one-third of those terms expire each year. In the event that a Governor fails to fulfill his or her term in office, the member society shall be asked to nominate an individual for Governor, or, if needed, designate an Alternate Governor to complete the term of office. If an Alternate Governor is appointed or elected to fill the term, the society must appoint another individual to fill the Representative’s term.

Section 5. Termination of Governors:

If a Governor or his or her Alternate Governor fails to represent his/her constituency and participate in the Board of Governors as established in the Governor’s roles and responsibility document, or to represent his/her society at two (2) out of three (3) successive meetings of the Board of Governors without a valid written excuse, and/or fails to designate in writing to the AAO-HNS’s BOG staff an alternate to fill that role, then the Board of Governors Executive Committee may terminate the membership of the Governor. The participation status of the society will not be affected. The society may present to Board of Governors Executive Committee a new Governor appointee per the terms in Article II, Section 6.

Any Governor or Alternate Governor may resign by giving written notice of his or her resignation to the AAO-HNS’s BOG staff.

The Board of Directors of the AAO-HNS may remove any Governor or Alternate Governor if it deems his or her removal to be in the best interests of the AAO-HNS.

Section 6. Training Requirements:

Each Governor, Legislative Representative, and Public Relations Representative must attend at least one (1) Board of Governors training session during each three-year term as a Board of Governors Delegate in order to maintain his/her seat on the Board of Governors.

Section 7. Compensation of Governors:

Neither the Governors nor the Alternate Governors shall receive any salary or compensation for service as such. The expenses of a Governor's travel will be borne by the Governor or by his or her society.

Section 8. Past Presidents and Past Chairs as Members:

All Past Presidents of the AAO-HNS and its predecessor organizations, and the Past Chairs of the Board of Governors are considered ex-officio members of the Board of Governors and shall have no vote.

Section 9. AAO-HNS Board of Directors as Members:

The AAO-HNS Board of Directors shall be considered ex-officio members of the Board of Governors and shall have no vote.

Section 10. Individual Members:

Individual members of the AAO-HNS may join the BOG as an Invited Guest. Invited Guest members shall be without vote.

In keeping with Article III, Section 1 of these Rules and Regulations, Invited Guest members shall be Active, Life, Retired, and Military Fellows and/or Residents of the AAO-HNS.

Article IV
Officers

Section 1. Designation of Officers:

The officers of the Board of Governors shall be the Chair, Chair-Elect, Immediate Past Chair, Secretary, and Member-at-Large. Officers will be selected from the full Board of Governors roster, including committee chairs of the Board of Governors. Public Relations Representatives and Legislative Representatives are eligible to serve as an officer.

Section 2. Chair:

The Chair shall preside at all meetings of the Board of Governors and shall report on the recommendations and actions of the Board of Governors to the Board of Directors. In accordance with the AAO-HNS Bylaws, the Chair is a voting member of the AAO-HNS Executive Committee, the Board of Directors, and the AAO-HNS Nominating Committee. The term of office of the Chair shall be one (1) year. The Chair of the BOG may not serve as a Governor or Alternate Governor of their respective local/state/regional society or of any national subspecialty society to the BOG.

Section 3. Chair-Elect:

The Chair-Elect shall be elected by the Board of Governors from among its members for one (1) one-year term. Upon the close of the Chair's term as Chair, or in the event that the Chair shall be unable to fulfill his or her term of office, the Chair-Elect shall become Chair. In accordance with the AAO-HNS Bylaws, the Chair-Elect shall be a voting member of the AAO-HNS Board of Directors and a non-voting member of the AAO-HNS Executive Committee. The Chair-Elect of the BOG may not serve as a Governor or Alternate Governor of their respective local/state/regional society or of any national subspecialty society to the BOG.

Section 4. Immediate Past Chair:

The Immediate Past Chair of the Board of Governors will serve for a term of one (1) year and shall be a member without vote of the Executive Committee of the Board of Governors and the Chair without vote of the Nominating Committee of the Board of Governors. In accordance with the AAO-HNS Bylaws, the Immediate Past Chair is a voting member of the AAO-HNS Board of Directors. The Immediate Past Chair of the BOG may not serve as a Governor or Alternate Governor of their respective local/state/regional society or of any national subspecialty society to the BOG.

Section 5. Secretary:

The Secretary shall be elected by the Board of Governors from among its members for a two (2) year term, and he or she may be re-elected to one (1) successive two (2) year term of office. The Secretary shall be responsible for the educational content of the BOG Miniseminar, including topic selection, speaker selection, abstract submission to the AAO-HNS, and moderating the seminar.

Section 6. Member-at-Large:

The Member-at-Large shall be elected by the Board of Governors from among its members for a two (2) year term, and he or she may not be re-elected for a concurrent term. The Member-at-Large shall be responsible for the liaison of the Board of Governors and society members. The Member-at-Large will also be responsible for attending all BOG committee meetings and providing Executive Committee leadership during these meetings.

Section 7. BOG Elections:

The Chair-Elect, Secretary, and/or Member-at-Large will be elected by the BOG members present at the fall meeting; no proxy votes are allowed. Prior to the election, candidates for these positions will be asked to reply to the questionnaire developed by the BOG Nominating Committee.

Their responses will be published in the AAO-HNS’s Bulletin, and candidates will give a five-minute presentation at the fall meeting prior to the vote. Campaigning for BOG office is limited to publication of questionnaire responses in the Bulletin and the oral presentation at the fall BOG meeting.

Article V
Meetings

Section 1. Dates and Places:

Meetings of the Board of Governors shall be held at such times and places as the Board of Directors of the AAO-HNS shall designate. It is anticipated that the Board of Governors will meet at least twice per year, and it is further anticipated that such meetings will be coordinated with other meetings of the AAO-HNS membership and related organizations if possible, and without infringing on their scientific sessions.

Section 2. Quorum:

Those present at any regularly scheduled meeting of the Board of Governors shall constitute a quorum for conducting business.

Section 3. Voting:

Only Governors or designated Alternate Governors attending the meeting in lieu of a Governor as per Article III shall have the power to propose resolutions, second resolutions, and to vote on any matter before the Board of Governors.

The Chair of the Board of Governors will cast votes for BOG office during the election process. Their ballot will be placed in separate sealed envelopes and given to the teller, which will be a BOG staff liaison. The envelope will only be opened in case of a tie. After ballot counting is complete, the Chair’s ballot will be returned with the results to the Chair.

Section 4. Proxy Voting:

There shall be no proxy voting permitted at any meeting of the Board of Governors.

Section 5. Proposal of Resolutions:

Resolutions from BOG societies must be submitted to AAO-HNS BOG staff no fewer than thirty (30) days prior to the next regular meeting of the BOG. Resolutions from the floor will be held to a minimum, and will be heard at the discretion of the BOG Chair.

Article VI
Board of Governors (BOG) Committees

Section 1. BOG Committee Guidelines:

Committees of the Board of Governors shall be charged with specific tasks to advance the goals and objectives of the Board of Governors as defined under Article I of these Rules and Regulations.

Each BOG committee shall have a Chair, who shall have no vote except in cases of a tie, and a Vice Chair with vote. The Chair and Vice Chair shall be appointed by the BOG Chair-Elect with the consultation of the BOG Executive Committee. The length of term for BOG committee Chairs and Vice Chairs shall be one (1) year, with additional reappointments not to exceed three (3) consecutive terms. The Vice Chair of any committee may move up to become Chair of the committee at the discretion of the Chair of the BOG.
     Note: The BOG Executive Committee, Nominating Committee,  
     and Nominee Platform Work Group do not follow these
     guidelines. See Section 2, 3, and 3a, respectively, of this
     Article for the specific guidelines of these committees.

Members of BOG committees shall be appointed by the BOG Executive Committee with the consultation of the Chair and Vice Chair of the respective committee. Each BOG committee shall have at least six (6) and no more than twelve (12) members selected from members in good standing of the Board of Governors. Committee membership shall be for a two (2) year term and members may be reappointed for additional terms, at the discretion of the BOG Executive Committee. Committee appointments shall be reviewed on an annual basis in conjunction with the AAO-HNS Committee Appointment Process. Terms for the membership of each committee should stagger, allowing for new membership each year, while maintaining continuity.
     Note: The BOG Executive Committee, Nominating Committee,
     and Nominee Platform Work Group do not follow these
     guidelines. See Section 2, 3, and 3a, respectively, of this
     Article for the specific guidelines of these committees.

Each BOG committee, excluding the BOG Executive Committee, BOG Nominating Committee, and BOG Nominee Platform Work Group, shall also have a Section for Residents and Fellows (SRF) Representative and a Young Physicians Committee (YPC) Representative, to be appointed by the chair of the SRF and YPC, respectively. These representatives shall have a vote.

Each BOG committee, excluding the BOG Executive Committee, shall also have an appointed Board of Directors (BOD) Liaison, who serves on the committee in an ex-officio, non-voting capacity. The BOD Liaison shall be the BOG Chair for each BOG committee, except for the BOG Legislative Representatives Committee and the BOG Socioeconomic and Grassroots Committee. The BOD Liaison for the BOG Legislative Representatives Committee shall be the AAO-HNS Coordinator for Governmental Relations. The BOG Socioeconomic and Grassroots Committee shall have two (2) BOD Liaisons, who shall be the AAO-HNS Coordinator for Socioeconomic Affairs and the AAO-HNS Coordinator for Practice Affairs.

BOG committees may have up to five (5) non-voting Consultants in addition to the Chair, Vice Chair, and Members. BOG committees may also have individuals appointed to the committee as an ex-officio as the BOG Chair sees fit.

Section 2. BOG Executive Committee:

The BOG Executive Committee is the governing body of the Board of Governors and it shall consist of five (5) officers with vote: Chair, Chair-Elect, Immediate Past Chair, Secretary, Member-at-Large, and the committee chairs of each of the BOG committees. Each of committee chairs will also have a vote on the BOG Executive Committee. See Article I for the charge of the BOG Executive Committee.

Vice Chairs of each of the BOG committees shall serve in an ex-officio capacity on the BOG Executive Committee.

The Board of Governors will elect the BOG Chair-Elect at its fall meeting each year. Other officer positions are elected based on the end of the term for that position. Terms for the BOG Secretary and BOG Member-at-Large should stagger, to allow for continuity and new leadership.

Section 3. BOG Nominating Committee:

The BOG Nominating Committee is responsible for developing the slate of candidates for BOG office, and presenting this slate of candidates for election during the AAO-HNS’s Annual Meeting.

The BOG Nominating Committee shall consist of the Immediate Past Chair of the BOG, who will be the Chair of the Committee and shall have no vote except in cases of a tie. The Committee shall also consist of three (3) other members of the BOG who will be elected by the BOG during its fall meeting each year. The term of office for the Chair and members of the Nominating Committee will be one (1) year, commencing with the fall meeting each year. Members of the Nominating Committee may be reappointed for no more than three (3) consecutive years.

In addition, at least one (1) individual from the Specialty Society Advisory Council (SSAC) shall serve on the Nominating Committee. This individual shall serve for a one (1) year term in a non-voting, ex-officio capacity.

     Section 3a. BOG Nominee Platform Work Group:

     The BOG Nominee Platform Work Group shall be charged with 
     obtaining information about each candidate for AAO-HNS
     elected office, including background, qualifications, and goals
     for the respective office. Information shall be distributed to
     AAO-HNS members regarding the slate of candidates for office
     in a timely fashion before the election.

     The members that comprise the Nominee Platform Work Group
     are exactly the same members that serve on the Nominating
     Committee (see Section 3 of this Article). These individuals
     shall carry out the charges of both the Nominating Committee
     and the Nominee Platform Work Group.

Section 4. BOG Rules and Regulations Committee:

The BOG Rules and Regulations Committee shall be charged with periodic review of the BOG Rules and Regulations, the review of one-third of all BOG societies each year over a three (3) year cycle to ensure continued compliance, the proposal of revisions or new regulations when deemed desirable, periodic review, and revision if necessary, of the Board of Governors Model Society Handbook, and the annual selection of the Practitioner Excellence, Local/State or National Model Society Award winners.

Section 5. BOG Socioeconomic and Grassroots Committee:

The BOG Socioeconomic and Grassroots Committee shall represent the concerns of the practice of otolaryngology—head and neck surgery. It shall identify and assess problems, advise the Board of Governors regarding government regulations and other third party actions that have an impact on practice, and review proposed resolutions for the Board of Governors.

Section 6. BOG Legislative Representatives Committee:

The BOG Legislative Representatives Committee shall be charged with defining and coordinating the BOG Legislative Representatives role in AAO-HNS legislative initiatives and with rolling out AAO-HNS legislative initiatives within local, state, and national BOG societies.

Section 7. BOG Development/Fundraising Task Force:

The BOG Development/Fundraising Task Force is charged with implementing AAO-HNS development and fundraising initiatives.

Section 8. Ad Hoc Committees:

The BOG Chair may, at any time, and at his or her discretion, appoint ad hoc committees on any subject. Any expense incurred in connection with a meeting of any committee may be paid by the AAO-HNS only if approved in advance by the AAO-HNS Board of Directors.

Section 9. Committee Quorum:

Those members in attendance shall be considered a quorum, provided that advance notice of the meeting was disseminated to all members of the committee.

Section 10. Committee Vacancies:

The BOG Chair shall have the power to fill the vacancies occurring from time to time among the committee membership.

Section 11. Meeting Attendance:

If a committee member does not fulfill committee duties, the member may be removed or asked to resign at the majority vote of the BOG Executive Committee.

Article VII
Amendment to Rules and Regulations

Section 1. Authority:

These rules and regulations may be amended or repealed or new rules and regulations adopted at any annual or special meeting of the Board of Directors (BOD) of the AAO-HNS by an affirmative vote of a majority of the voting members of the Board of Directors present and voting, provided, however, that written notice of such proposed action shall have been mailed to each member of the Board of Directors at least seven (7) but less than forty-five (45) days before the meeting at which such action is to be considered. Any BOD action(s) that impacts the BOG will be reported during the BOG General Assembly by the BOG Chair at the next regularly scheduled meeting of the BOG (spring or fall).

Article VIII
Rules of Order

Section 1. Robert's Rules of Order:

The most recent edition of “Robert's Rules of Order” shall govern the meetings of the BOG.

Amendments and Actions