ARTICLE I
Offices

Section 1. Principal Office. The principal office of the Association shall be in the State of California.

Section 2. Other Offices. The Association may have such other office or offices at such place, either within or without the State of California, as the Directors may designate from time to time.

ARTICLE II
Corporate Seal

The corporate seal shall set forth the name of the corporation and also the words "Incorporated February 16, 1955, California". Such seal may be engraved, lithographed, printed, stamped, impressed upon, or affixed to any certificate, instrument, document or paper executed by the corporation.

ARTICLE III
Chapters

Section 1. Composition. Chapters of the Association shall consist of groups of orthopaedic surgeons located in the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Texas, Utah, Washington and Wyoming.

Section 2. Organization. All chapters shall be organized and operated primarily for scientific, educational and charitable purposes, and, without limiting the generality of the foregoing, to foster, encourage, promote and advance the science and art of Orthopaedic Surgery, and to engage in those activities authorized under the provisions of the Internal Revenue Service Code Section 501(c)(6).

Section 3. Formation of New Chapters. A new chapter may be formed with the approval of the Board of Directors of the Association. A new chapter may be formed when five (5) or more members living in the same geographical district, and not within a reasonable or feasible travel distance of an established chapter, shall petition and be granted a charter by the Association.

When a new chapter is formed by the division of an existing chapter, the new chapter must have a charter enrollment of thirty-five (35) or more members, except under unusual circumstances as approved by the Board of Directors. The new division chapter must secure the approval of their parent chapter and the Board of Directors.

Upon formation of a new chapter, the proposed Constitution and Bylaws of the new chapter must be approved by the Board of Directors of the Association. A chapter Constitution and Bylaws must not conflict with the Constitution and Bylaws of the Association.

Section 4. Chapter Charter. Upon approval of a new chapter's application for chapter membership, it shall receive an official letter from the Association, and there upon shall be a Chapter Member.

Section 5. Power of Chapters. The power of the local chapter includes governing itself, transacting its own business, electing its own officers, passing its own Bylaws, and disciplining its own members.

No local chapter, or any officer, or member thereof, has the power to act as agent for the parent Association except as specifically authorized by the Board of Directors of the parent Association, in writing, to do so.

Section 6. Changes in Chapter Membership. It shall be the duty of each Secretary of each chapter to report promptly to the Treasurer/Historian of the Association any additions and changes in status of the members of the chapter; and to exercise due diligence to keep chapter rosters accurate.

Section 7. Charter Chapters. Charter chapters of this Association shall consist of the San Francisco Orthopedic Club and the Los Angeles Orthopedic Club.

ARTICLE IV
Membership

Section 1. Membership is a privilege which is accorded to persons who meet the qualifications hereinafter enunciated.

Section 2. Qualifications for Membership
Membership eligibility applies to orthopaedic surgeons who are licensed as Medical Doctor (MD) or Doctor of Osteopathy (DO) to practice in the state in which they work, (or are licensed to do the same in a Federal Hospital) AND who have successfully completed an accredited orthopaedic training program. Geographic requirements for Active members of the WOA are the western states of the United States (Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming) and provinces of Canada and states of Mexico.

Section 3. Classes of Membership
There shall be five classifications of membership: active, senior active, associate, allied health professional and honorary.

Section 4. Active Members
A. Major office or practice must be within the geographical area of the Association.

B. Active Members in good standing are eligible to vote, hold office and to pay dues.

Section 5. Senior Active Members

A. Upon request of the member, Senior Active Membership may be conferred upon a Member in good standing who has either reached the age of sixty-five or has been a Member in good standing of the organization for a period of 25 years and who is no longer engaged in the full time practice of orthopaedic surgery.

B. Senior Active Members can vote, hold office and do Pay dues.

C. Dues for Senior Active Members shall be determined by the Board of Directors.

Section 6. Associate Members

A. Associate Members shall be:
1. Those Active Members in good standing who have moved their principal office outside the geographic area of the Association but who wish to retain their membership in the Association.

2. Associate Members are eligible to vote but do not hold office. Associate Members do pay dues.

3. Upon request of the member, an Associate Member who has reached the age of 65 will not be required to pay dues.

Section 7. Allied Health Professional Members

A. Allied Health Professional Members shall be:
1. A graduate from a recognized and accredited professional school with certification as Physician Assistant, Nurse Practioner, Doctor of Medicine, or Doctor of Osteopathy.

2. Hold current licensure in a state within the geographic area of the WOA or contiguous states of Mexico and provinces of Canada and be practicing in the same area.

3. Practice profile is exclusively (100%) musculo-skeletal.

4. Application for membership must be sponsored by a physician member of the WOA.

5. Allied Health Professional Members will pay dues, will be non-voting members, ineligible to hold office, but may be appointed to a committee, in an ex-officio capacity, at the discretion of the WOA Board of Directors.

Section 8. Honorary Members

A. By action of the Board of Directors of the Association, Honorary Membership may be conferred upon:

1. An orthopaedic surgeon not eligible for active membership.

2. Any other physician or scientist who has gained professional prominence by his/her contribution to the advancement of orthopaedic surgery in general or to this Association in particular. Any chapter which has received a Charter from the Association may nominate an Honorary Member, and if said nominee is approved by the Board of Directors of the Association, said nominee shall become an honorary member of the Association.

B. Honorary Members may attend and participate in scientific meetings.

C. Honorary Members do not vote, hold office, nor pay dues.

Section 9. Nomination and Appointment of Members

A. The completed and approved application form together with the name of one sponsor must be submitted to the WOA Central Office.
1. Sponsors must be voting members in good standing in the Association.

B. The names of the applicants will be presented to the Board of Directors for approval at their next scheduled meeting.

C. The Membership Committee or Membership Chairman shall conduct any investigation deemed by the Board of Directors to be appropriate or necessary to evaluate an objection or concern.

D. Upon completion of the investigation, the Membership Committee will provide the information to the Board of Directors. The Board of Directors will make the decision to accept, defer or reject the application of the candidate.

E. Applicants accepted by the Association will become members of the Association upon acceptance by the Association and payment in full of dues.

Section 10. Duties of Members

A. Each active, senior active, associate and allied health professional member must at all times remain a member in good standing of the Association.

B. Each active, senior active, associate and allied health professional member must pay dues which may be levied by the Association.

C. Each member must at all times conduct himself in accordance with the principles and medical ethics as adopted by the American Medical Association.

ARTICLE V
Ethics - Discipline - Forfeiture

Section 1. Forms of Disciplinary Action
A. The Board of Directors may censure, suspend, expel or otherwise discipline any member of the Association for violation of the rules or regulations or principles of the organization.

Section 2. Complaints and Procedures

A. Before action is taken by the Board of Directors with respect to a member, written notice shall be sent by registered or certified mail to such member not less than thirty days prior to the meeting of the Board of Directors at which the matter is to be considered, informing the individual that he/she may appear in person and/or by his/her personal representative and/or counsel before the Board of Directors.

B. Disciplinary action against any member of the Association shall require the affirmative vote of not less than three-fourths of the members of the Board of Directors present at the meeting at which such action is taken. If the Board of Directors shall vote to expel a member from the Association, the Secretary shall, within five days thereafter, cause written notice of expulsion to be sent to the member, by registered or certified mail, stating the grounds on which disciplinary action was based.

Section 3. Conditions of Expulsion
A. A member may be dropped from membership by the Board of Directors for:
1. Suspension of his/her license to practice medicine in the geographical area of the Association.
2. Conviction of a felony or criminal offense, including moral turpitude.
3. Any other action deemed in violation of the intent of the Bylaws of the Association.

B. Any Active or Associate Member who is six months in arrears in payment of dues without an explanation acceptable to the Board of Directors may be dropped from membership. No member shall be dropped from membership for non-payment of dues until one month has elapsed from the time he/she has been notified by registered or certified mail of his/her impending loss of membership.

C. Any member may resign from membership in the Association subject to the acceptance of his/her resignation in the Central Office.

D. All complaints and charges relative to any member which are received in writing by the Secretary shall be referred to the Board of Directors.

E. The Membership Committee or Membership Chairman shall conduct such investigation as it deems necessary and shall report to the Board of Directors its recommendation that:
1. The complaint shall not be entertained.
2. The member shall be reprimanded or censured.
3. The member shall be dropped from membership for reasons outlined in the Bylaws.

F. The Board of Directors, after reviewing the recommendation of the Membership Committee shall make the final decision about all matters of membership and discipline of members. The decision of the Board of Directors must be by three-fourths majority.

Section 4. Confidentiality of Disciplinary Proceedings

All disciplinary proceedings pursuant to Article V, whether said proceedings result in disciplinary action or not, shall be privileged and confidential.

ARTICLE VI
Board of Directors

Section 1. Composition
The Board of Directors shall consist of the following:
A. The President of the Association, who shall also serve as the Chairman of the Board of Directors.

B. The following additional officers of the Association: First Vice President, Second Vice President, Secretary, Treasurer/Historian, and Managing Director as an Ex-Officio member.

C. The immediate Past President of the Association.

D. Three Members-at-Large.

E. Four Junior Members who shall be under forty-five years of age at the time of their initial election or appointment.

Section 2. Number of Directors

The number of Directors shall be thirteen. The Secretary-Elect and the Treasurer/Historian-Elect shall also serve as ex-officio members of the Board of Directors without vote.

Section 3. Election and Terms of Officer Members of the Board of Directors

The President, the First Vice President, the Second Vice President, the Secretary and the Treasurer/Historian shall be elected at each annual meeting of the members of the Association to serve in the dual capacity of Director and Officer. The Officer members of the Board of Directors, except the immediate Past President, shall serve for a one year term and until their respective successors are elected and have qualified, or until their death, resignation or removal. The immediate Past President shall serve for a one year term and until his or her successor has qualified, or until his or her death, resignation or removal. Each Officer member of the Board of Directors shall be an Active or Senior Active Member of the Association.

Section 4. Election and Terms of Office for Other Directors

The Members-at-Large and the Junior Members of the Board of Directors shall be elected at the annual meeting of the members of the Association. The three Members-at-Large shall serve for a three year term and until their respective successors are elected and have qualified, or until their death, resignation or removal. The four Junior Members shall for a two year term and until their respective successors are elected and have qualified, or until their death, resignation or removal. The Junior Member terms shall be staggered so that no more than two Junior Members’ terms end in the same year. Each Member-at-Large and Junior Member of the Board of Directors shall be an Active or Senior Active Member of the Association.

Section 5. Powers

Subject to the limitations of any statute as to action to be authorized or approved by the members of the Association, all corporate powers shall be exercised by or under the authority of, and the affairs and activities of the Corporation shall be controlled by or under the authority of, the Board of Directors.

Section 6. Removal
Any or all of the Directors may be removed from office in the manner and under the circumstances set forth in the California Non-Profit Corporation Law. Removal of any Director who is also an Officer of the Association shall result in that person's removal as an Officer.

Section 7. Resignation

Any Director may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Association, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be elected pursuant to Section 8 below to take office when the resignation becomes effective. The acceptance of any such resignation shall not be necessary to make it effective unless otherwise specified in such notice. Any Officer member of the Board of Directors who resigns his or her position as a Director will be deemed to have also resigned as an Officer of the Association.

Section 8. Vacancies

Anytime there are fewer Board of Directors members than are authorized by these Bylaws for any reason, the vacancy or vacancies may be filled by a majority vote of the remaining Directors. In the event that the vacancies are not filled by the Board of Directors, the membership may call for an immediate election to fill the vacancies. Written ballots will be sent to WOA members entitled to vote. A majority vote of the responding membership will elect. The appointed or elected director will serve until the next Annual Meeting.

ARTICLE VII
Officers

Section 1. Officers

The Officers of the Association shall consist of the President, First Vice President, Second Vice President, Secretary, Secretary-Elect, Treasurer/Historian, Treasurer/Historian-Elect, and Managing Director as an Ex-officio member.

Section 2. Election
A. The President, the First Vice President, the Second Vice President, the Secretary and the Treasurer/Historian shall be elected at each annual meeting of the members of the Association.

B. The Secretary-Elect shall be elected at the annual meeting of the members of the Association preceding the then current Secretary's third consecutive one year term in office.

C. The Treasurer/Historian-Elect shall be elected at
The annual meeting of the members of the Association preceding the then current Treasurer/Historian's third consecutive one year term in office.

D. The Managing Director shall be appointed. After consultation with the President and with the approval of the Board of Directors, the President shall appoint the Managing Director when this office becomes vacant.

Section 3. Term of Office
Each Officer (with the exception of the Managing Director) shall hold office for one year and until his or her successor is elected and has qualified, or until his or her death, resignation or removal; provided, however, that the terms of office of the Secretary-Elect and the Treasurer/Historian-Elect shall expire at the close of the annual meeting next succeeding their respective elections. An individual may be elected to the Office of Secretary or Treasurer/Historian for a maximum of three consecutive one year terms. Otherwise, an individual may not succeed himself or herself in the same office (except as otherwise provided in Article VIII, Sections 2 and 3 of these Bylaws), but may hold a different office in any subsequent year. An individual appointed as Managing Director shall hold office for a term of three (3) years and may be appointed for one (1) additional term of (3) years. At the completion of final term, the outgoing Managing Director shall serve in an advisory capacity for one (1) additional year to assist the newly appointed Managing Director.

Section 4. Removal

Any Officer may be removed from office with or without cause by a majority vote of the Board of Directors. The removal of any Officer who is also a Director shall not cause such Officer's removal as a Director.

Section 5. Resignation

Any Officer may resign effective upon giving written notice to the President, the Secretary or the Board of Directors of the Association, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation specifies effectiveness at a future time, a successor may be elected pursuant to Section 6 below to take office when the resignation becomes effective. The acceptance of any such resignation shall not be necessary to make it effective unless otherwise specified in such notice. Any Officer who resigns and who is an Officer member of the Board of Directors shall be deemed to have also resigned as a Director of the Association.

Section 6. Vacancies

Any vacancy occurring in any office for any cause may be filled by a majority vote of the Board of Directors.

ARTICLE VIII
Duties of Officers

Section 1. President
The President shall preside at all meetings of the members, and shall serve as ex-officio member of all committees except the Membership Committee. Unless otherwise expressly provided for in these Bylaws, the President shall make all committee appointments with the approval of the Board of Directors. This includes the filling of Committee vacancies as well as new appointments. The President shall have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.

Section 2. First Vice President
In the absence of the President or in the event of his or her death, resignation, removal or inability or refusal to act, the First Vice President shall perform the duties of the President and when so acting shall have the powers of and be subject to all the restrictions upon the President. The First Vice President shall succeed to the Office of President in the event of the President's death, resignation, removal or inability or refusal to act. In the event the First Vice President succeeds to the Office of President prior to the expiration of the then current President's term of office, the First Vice President shall serve for the remaining unfulfilled term of the replaced President and shall be eligible to be elected as President for an additional one year term of office in accordance with Article IX, Section 2 A of these Bylaws. The First Vice President shall have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws. He/she shall serve as Chair of the Committee on Committees.

Section 3. Second Vice President

The Second Vice President shall, in the absence of the First Vice President or in the event of his or her death, resignation, removal or inability or refusal to act, perform the duties of the First Vice President and when so acting shall have all the powers of and be subject to all the restrictions upon the First Vice President. The Second Vice President shall succeed to the Office of First Vice President in the event of the First Vice President's death, resignation, removal or inability or refusal to act. In the event the Second Vice President succeeds to the Office of First Vice President prior to the expiration of the then current First Vice President's term of office, the Second Vice President shall serve for the remaining unfulfilled term of the replaced First Vice President and shall be eligible to be elected as First Vice President for an additional one year term of office in accordance with Article IX, Section 2 A of these Bylaws. In the event of the absence, death, resignation, removal or inability or refusal to act of both the President and the First Vice President, the Second Vice President shall perform the duties of the President and when so acting, shall have the powers and be subject to all restrictions upon the President. The Second Vice President shall have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws. He/she shall serve as a member of the Membership Committee and Committee on Committees.

Section 4. Secretary

The Secretary shall have the following duties. He or she shall:

A. Keep the minutes of all meetings of the members and the Board of Directors. He/she must also report these Minutes to the Board of Directors.

B. Be responsible for all correspondence pertaining to actions taken by the Board of Directors.

C. Cause a certificate of membership and a copy of the Bylaws to be sent to each new member.

D. Have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.

Section 5. Secretary-Elect
The Secretary-Elect shall have such powers and perform such duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws. He or she shall serve in the Secretary’s absence.

Section 6. Treasurer/Historian
The Treasurer/Historian shall have the following duties. He or she shall:
A. Serve as the Chief Financial Officer of the Association.

B. Keep all records and information pertaining to the history of the Association; keeping in good order all reports, papers and records presented at the meetings of the Association; and prepare a historical account of the activities of the Association.

C. Keep the books of account of the Association, and cause to be prepared an annual audit for presentation at the annual meeting.

D. Have custody of, and be responsible for, all funds, securities, and other properties of the Association and (1) deposit (which term shall include, without limitation, the purchases of Certificates of Deposit) such funds in the name of the Association in such banks or other depositories as shall be selected by the Board of Directors, or (2) purchase with such funds debt obligations having maturities of no greater than five years issued and guaranteed as to principal and interest by the United States government or (3) invest in United States government backed investment vehicles having a maturity not to exceed five years.

E. Keep a roster of members which is accurate and up to date.

F. Submit reports to the Board of Directors at the direction of the President.

G. Serve as ex-officio member of the Planning and Development Committee.

H. Serve as Chairman of the Finance Committee.

I. Serve on the Membership Committee.

J. Be required to give bond for the faithful discharge of his or her duties in such sum, and with such surety or sureties, as the Board of Directors shall require.

K. Engage a Certified Public Accountant, approved by the President, to review the up-to-date finances of the Association annually, and submit a financial statement.

L. Serve for the year following his or her mandatory retirement as Treasurer/Historian as a voting advisory member of the Finance Committee.

M. Have such other powers and perform such other duties as may be prescribed for him or her from time to time by the Board of Directors or pursuant to these Bylaws.

Section 7. Treasurer/Historian-Elect

The Treasurer/Historian-Elect shall have such powers and
perform such duties as may be prescribed for him or her from
time to time by the Board of Directors or pursuant to these
Bylaws. He or she shall:

A. Serve as an Ex-Officio member of the Finance Committee

B. Review the monthly finance report copied to him/her to become familiar with the financial process.

C. Serve in the Treasurer/Historian’s absence.

Section 8. Managing Director

The Managing Director shall assist and supervise the administrative functions of the Association. The Managing Director shall:

A. Report directly to the Board of Directors upon their Request.

B. Serves on the Finance Committee and as an Ex Officio member of the Planning and Development Committee.

C. Solicit recommendation from the membership for future meeting sites. Site visits and expenses entailed therewith will be with the approval of the Board of Directors.

ARTICLE IX
Committees

Section 1. Quorum

The presence at a meeting of any Committee of fifty percent of the members of the Committee shall constitute a quorum for the transaction of business.

Section 2. Program Committee

The Program Committee shall be composed of not more than six (6) members including the immediate past Chairman of the Program Committee, and no more than five (5) other members appointed by the President with the approval of the Board of Directors. The Chairman of the Program Committee shall be appointed by the President with the approval of the Board of Directors.

The Program Committee shall be responsible for arranging a scientific program for the annual meeting. The tentative scientific program shall be submitted by the Chairman of the Program Committee to the Board of Directors for its consideration.

Section 3. Nominating Committee

The Nominating Committee shall be composed of seven (7) members. It shall consist of the outgoing members and Immediate Past President of the Board of Directors and remaining members elected from the floor at the first business session of the Annual Meeting. Each nominee shall be present at the meeting. The Chairman of the Nominating Committee shall be the Immediate Past President, or in the event of his/her inability to serve, shall be elected by the Board of Directors by a majority vote. The Committee shall make nominations for the following offices: President, First Vice President, Second Vice President, Secretary, Treasurer/Historian, two Junior Members of the Board of Directors, one Member-at-Large, and one member of the Membership Committee annually. When indicated, nomination shall be made for Secretary-Elect and Treasurer/Historian-Elect.

Members of the Association who serve on the Nominating Committee are ineligible for re-election to the Committee in the succeeding year.

Section 4. Membership Committee

The Membership Committee shall consist of the Second Vice-President, the Treasurer/Historian, three members appointed by the Board of Directors, one of whom is the Membership Chairman, and four members elected by the members of the Association. Each appointed member shall serve a three year term. Each elected member shall serve a four year term. The Membership Chairman shall have no vote, except in the case of a tie vote among the other Committee members voting at a meeting. Any vacancies occurring among the appointed members of the Membership Committee shall be filled by the President with the approval of the Board of Directors. Any vacancies occurring among the elected members of the Committee shall be filled at the next meeting of the members of the Association.

Section 5. Planning & Development Committee

The Planning and Development Committee shall consist of four members appointed by the Board of Directors and three ex-officio members who shall be: the immediate Past President, First Vice President, and Treasurer/Historian. The term of each of the four appointed members shall be four years; one new member shall be appointed each year by the Board of Directors. No member shall serve more than one term. The Chairman of the Committee shall be the Immediate Past President.

This Committee shall be responsible for both long and short range planning for the Association, as well as recommending changes in policy to insure continued development and improvement. They shall report to the Board of Directors and be advisory to the Board of Directors upon their request.

Section 6. Bylaws Committee

The Bylaws Committee shall consist of four members appointed by the Board of Directors. The term of each of the four appointed members shall be for four years. Any vacancies occurring in the Bylaws Committee shall be filled by appointment of the Board of Directors. The Chairman shall be selected by the Board of Directors. This Committee shall review the Bylaws each year and make recommendations to the Board of Directors regarding changes.

Section 7. Finance Committee

The Finance Committee shall consist of five members. These shall be: the Treasurer/Historian, the immediate Past President, and three members appointed by the Board of Directors. Each of the appointed members shall serve terms of three years. One new member shall be appointed each year by the Board of Directors. Any vacancies occurring in the Committee shall be filled by appointed of the President with the approval of the Board of Directors. The Treasurer/Historian shall be the Chairman of this Committee. Any member of this Committee may succeed himself for an additional three year term upon reappointment by the Board of Directors. This Committee shall be responsible for establishing the overall financial policies of the Association, subject to the approval of the Board of Directors.

The Treasurer/Historian shall serve for the year following his mandatory retirement as Treasurer/Historian as a voting advisory member of this Committee.

Section 8. Continuing Education Committee

The CME Committee shall consist of three members and the Executive Director. The current President and Program Chairman shall serve in addition to the CME Chairman. The Chairman of the Committee shall be appointed by the Board of Directors.

Section 9. Committee on Committees

The Committee on Committees shall consist of three members: the First Vice President, Second Vice President and an at-large member of the general membership. The Chair shall be the First Vice President. The Committee on Committees shall be responsible for developing a list of members who are interested in serving the WOA in volunteer leadership positions.

Section 10. Web Site Committee

The Web Site Committee shall consist of three members. Each member shall be appointed to a three year term, with one member rotating off each year to provide for continuity on the committee. The Web Site Committee shall be responsible for reviewing and recommending an annual plan for the WOA Web Site.

Section 11. Executive Committee

The Executive Committee shall consist of the President, First Vice President, Second Vice President, Secretary, Secretary-Elect (when applicable), Treasurer/Historian, Treasurer/Historian-Elect (when applicable), and the immediate Past President of the Association.

A. The Executive Committee shall have the power to act for the Association in the administration of the affairs of the Association. In the exercise of such interim powers conferred upon it by the Bylaws, the Executive Committee shall be bound by such general policies as have been established by the Association.
B. The Executive Committee shall control the corporate powers of the Association and act as a Board of Directors.
C. The Executive Committee may appoint members of the Association to serve in a liaison capacity with other organizations on a reciprocal basis.
D. The presence of seventy–five percent (75%) of the voting members of the Executive Committee shall be a quorum necessary for the transaction of business.

ARTICLE X
Voting Rights

All voting rights in the Association shall be vested in the active, senior active, and associate members thereof; and each active, senior active, and associate member shall be entitled to one vote. Such members may vote either in person or by written proxy filed with the Secretary of the Association at or prior to the time of any membership meeting.

ARTICLE XI
Meetings of Members

Section 1. Annual Meetings

There shall be an annual meeting of the members of the Association held preferably in the fall of the year, at a location chosen by the Board of Directors.

A. Written notice of the date, time and place of the annual meeting shall be mailed by the Secretary to each and every member of the Association, regardless of classification, at least thirty but not more than ninety days prior to the date of such annual meeting, addressed to the last known address of the member. Such notice shall also state those matters which the Board of Directors, at the time of the mailing of such notice, intends to present for action by the members.

B. Annual meetings shall not be held consecutively in the same chapter geographical area.

Section 2. Special Meetings of Members
Special meetings of the members may be held at any time designated by the Board of Directors. Written notice of the date, time and place of a special meeting shall be given by the Secretary by first class mail to each and every member of the Association, regardless of classification, at least ten but not more than ninety days prior to the date of such special meeting, addressed to the last known address of the member. Such notice shall also state the general nature of the business to be transacted at a special meeting. If any Directors are to be elected at a special meeting, such notice shall also state the names of all persons who are nominees for election as Directors at the time such notice is sent to members.

Section 3. Quorum

Three percent (3%) of the voting members shall constitute a quorum at a business session of a meeting of members attending.

ARTICLE XII
Meetings of Directors

Section 1. Scheduled Meetings

The scheduled meeting of the Board of Directors shall be held in conjunction with the annual meeting.

Section 2. Special Meetings

Special meetings of the Board of Directors may be held at any time and place upon the call of the President or a majority of the Directors, provided that five days' prior written notice be given each Director of the time and place of such special meeting.

Section 3. Quorum

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4. Special Representation of Chapter Members

Any President of a chapter member, or his authorized representative, may appear at any meeting of the Board of Directors to present local or general problems and to enter into discussion of procedure but with no voting power.

ARTICLE XIII
Chapter Meetings

Section 1. Required Meetings

The meetings of the chapter members may be held with such regularity and frequency as may be decided by each chapter member provided; however, that such chapter member shall hold at least one meeting each year at which time chapter officers shall be elected. Each chapter Secretary shall inform the Central Office within thirty days of the results of the election and submit an up-to-date roster of members.

ARTICLE XIV
Registration Fees and Dues

Section 1. Registration Fees

The registration fee for the annual meeting shall be determined by the Board of Directors.

Section 2. Dues

The annual dues shall be paid to the Western Orthopaedic Association and mailed to the Central Office on request and demand and become delinquent on January 30th each year. Any member whose annual dues to the Association remain unpaid after March 30th will automatically be dropped from membership. Upon payment of delinquent dues, the delinquent member may be reinstated to membership.

Section 3. Waiver of Dues

Honorary members are not required to pay dues.

Waiver of dues may be granted to any member for such reasons as may be determined by the Board of Directors.

Members on active duty with the military service shall be required to pay dues.

ARTICLE XV
Conduct and Order of Business

Section 1. Conduct of Business

Robert's Rules of Order shall govern the parliamentary procedure at all meetings of the Association unless as otherwise set forth in these Bylaws.

Section 2. Business Sessions of Members

Not less than two business sessions of members shall be held during the annual meeting.

ARTICLE XVI
Amendment

Section 1. Proposed Amendments

Proposed amendments to the Articles of Incorporation and/or Bylaws must be presented in writing to the Secretary of the Association and signed by four active members prior to submitting to the Board of Directors for approval. The Board may approve any provision that does not deal substantially with the rights of members.

Section 2. Substantive Changes to Members’ Rights

For those bylaws changes which substantially deal with the rights of members, a copy of the proposed amendment shall be sent by the Secretary of the Association to each voting member one month prior to the annual meeting. The proposed amendment shall be voted on at an executive business session during the annual meeting and affirmation of two-thirds (2/3) votes of those members present shall be required for its adoption.

Section 3. Filing

Any amendment to the Articles of Incorporation shall be submitted to the Secretary of State of the State of California by the proper officers and shall become effective upon the filing thereof.

Date of revision approval: October 12, 2006