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BYLAWS
OF
AMERICAN SHOULDER AND ELBOW SURGEONS (the "Society")

RESTATED AND AMENDED BYLAWS OF AMERICAN SHOULDER AND ELBOW SURGEONS (the "Society")

MISSION STATEMENT Through educational programs and by encouraging research, the organization seeks to foster and advance the science and practice of shoulder and elbow care.

ARTICLE I NAME, OBJECTIVES AND PURPOSE, OFFICES, CORPORATE SEAL 1.01.  Name.  The name of the society shall be the American Shoulder and Elbow Surgeons.  Surgery of the shoulder and elbow is a medical specialty which includes the investigation, preservation, restoration, and development of the form and function of the shoulder girdle, arm, elbow, and associated structures by medical, surgical, and physical means.  1.02.  Objectives and Purpose.  The objectives of the American Shoulder and Elbow Surgeons (herein after referred to as the “Society”) shall be: A.    The Society in a general sense will furnish leadership, foster advances, and enhance the study of shoulder and elbow surgery. B.    The meetings will serve as a forum where persons involved in this field of medicine can meet, discuss new ideas, and present scientific material. C.    The Society is an educational body responsible for development of scientific programs, for organization of current knowledge, for standardization of nomenclature, and for publication of scientific materials D.    The Society will act as a stimulant to research by providing a forum for presentation of new scientific advances and offering awards for special achievement. E.    The Society will afford a point of origin for individuals interested in pursuing this specialty as a part of their medical career and will develop post-graduate training opportunities. F.    The Society will afford recognition to those who have contributed to surgery of the shoulder and elbow by extending to them membership in the society.             1.03.  Registered Office.  The address of the registered office of this Society in Minnesota shall be as set forth in the Articles of Incorporation of this Society, or in the most recent amendment or restatement of the Articles of Incorporation, or in a certificate of change of registered office filed with the Secretary of State of Minnesota reflecting the adoption of a resolution by the Executive Committee of this Society changing the registered office.             1.04.  Other Offices.  This Society may have other offices, within or without the State of Minnesota, as the Executive Committee may from time to time determine, or as the activities of this Society may from time to time require.             1.05.  Corporate Seal.  If the Executive Committee determines a corporate seal to be necessary or desirable, this Society may have a corporate seal, circular in form, and bearing the name of this corporation or any abbreviation thereof and the words “Corporate Seal” (or “Seal”) and “Minnesota”; provided, however, that if this Society has a corporate seal, the use of the seal by the Society on any document shall not be required, and the use or nonuse of a corporate seal shall not affect the validity, recordability, or enforceability of any document executed by, or any action taken by, the Society.

ARTICLE II CLASSES OF MEMBERSHIP             2.01.  Classes of Membership.  There shall be the following classes of membership in this Society:  Active Members, Associate Members, Affiliate Members, Senior Members, Corresponding Members, and Honorary Members.             2.02.  Active Members.  A physician who holds a degree of doctor of medicine, doctor of osteopathy, or equivalent medical degree as determined by the Executive Committee, who holds a valid and unrestricted license to practice medicine in the United States or Canada and who is a member in good standing of the American Academy of Orthopaedic Surgeons, the Canadian Orthopaedic Association, or the major national group representing the medical specialty of the proposed Active Member acceptable to the Executive Committee shall be eligible to become an Active Member.  Candidates for Active Membership shall have demonstrated a proven interest in and contribution to the field of shoulder or elbow surgery as demonstrated by the candidate’s educational background and scholarship, presentations at scientific meetings, publications, and medical practice.  An Active Member shall possess voting rights and may hold office and serve on the committees of the Society.  The Executive Committee shall elect Active Members at the first regular meeting of the Society as proposed by the Secretary-Treasurer.              2.03.  Associate Members.  A person who holds a degree of doctor of medicine or doctor of osteopathy and resides in the United States or Canada, and who is a member in good standing in the American Academy of Orthopaedic Surgeons, the Canadian Orthopaedic Association, or the major national group representing the medical specialty of the proposed Associate Member, shall be eligible to become an Associate Member.  Associate Members may serve on Society committees but shall not be entitled to vote or hold office.  Each year the Membership Committee of the Society shall review the roster of Associate Members and recommend to the Executive Committee those Associate Members who they feel should be recommended for Active Membership in the Society.             2.04.  Affiliate Members.  A person who is a physician or recognized expert, such as a biologist or engineer, who has contributed to the understanding of the shoulder or elbow and who is a resident of the United States or Canada, shall be eligible to become an Affiliate Member.  This person with rare exception will hold an advanced educational degree such as Doctor of Philosophy or Doctor of Medicine.  Affiliate Members may serve on Society committees but shall not be entitled to vote or hold office. 2.05  Senior Members.  Active Members and Affiliate Members upon reaching the age of 65 or upon retirement from active medical or other scientific practice shall be eligible to become Senior Members.  Eligible Active or Affiliate Members may apply to the Secretary-Treasurer of the Society for transfer to Senior Membership. The Secretary-Treasurer will then notify the Executive Committee.  Senior Members shall not possess the right to vote, hold office, or serve on committees of the Society with the exception of the Planning and Development Committee.  Senior Members may not be required to attend the Annual Meetings of the Society or pay dues; however, Senior Members may be required to pay a fee for meetings of the Society that they attend.  Senior Members  will be reinstated to Active or Affiliate Member status upon application to the Secretary-Treasurer of the Society and approval by the Executive Committee.             2.06.  Corresponding Members.  Persons who would otherwise be considered for Active or Affiliate Membership, but who reside and practice medicine outside the United States or Canada, shall be eligible to become Corresponding Members.  If applicable, a Corresponding Member shall also be a member of the major specialty society established in the Corresponding Member’s home country.  A Corresponding Member shall not possess the right to vote or hold office but shall be permitted to serve on the committees of the Society.  Corresponding Members shall be required to pay dues and will be required to pay a fee for meetings of the Society that they attend.             2.07.  Honorary Members.  Persons identified by the Executive Committee as worthy of the title of Honorary Members because of their notable contributions to the field of surgery of shoulder or elbow, or because of their long-term activity in the interests of the Society shall be eligible to become Honorary Members.  Honorary Members shall not be required to attend meetings or pay dues.  Honorary Members shall not be entitled to vote, hold office or serve on committees of the Society.

ARTICLE III ELECTION, MEETINGS AND RIGHTS OF MEMBERS 3.01.  Membership.  Membership in the Society is a privilege and shall be by invitation only.  Two Active Members may sponsor an individual for Active, Associate, or Affiliate, Membership by writing supporting letters to the Chair of the Membership Committee of the Society.  Affiliate members may also be nominated for membership by one affiliate member and one active member.  Corresponding members must be nominated for membership by one corresponding member and two active members. There is no limit to the number of Active, Associate, Affiliate or Corresponding members that an Active Member may sponsor in any given year.  Upon receipt of supporting letters on behalf of a candidate for membership, the Membership Committee will send a membership application to the candidate which must be completed and returned to the Membership Committee by the date decided upon by the Membership Committee.  After consideration of the supporting letters and membership application, the Membership Committee may require additional supporting letters, a list of operative procedures, or a personal interview with the candidate for membership.  After due deliberation, the Membership Committee shall recommend to the Executive Committee those candidates who should be considered for Active, Associate, Affiliate, or Corresponding Membership.             3.02.  Recommendation by Executive Committee.  At least forty-five (45) days prior to the annual meeting, the Executive Committee shall review the recommendations of the Membership Committee and shall determine whether to recommend candidates to the Society for membership in the categories indicated by the Membership Committee.  An affirmative vote by two-thirds (2/3rds) of the voting members of the Executive Committee at the meeting shall be necessary to recommend a candidate to the Society for membership.             3.03.  Election by the Membership of the Society.  At least thirty (30) days prior to the Annual Meeting of the Society, the Secretary-Treasurer shall forward to the membership of the Society the names of those candidates recommended by the Executive Committee for membership in the Society.  Active Members attending the Society’s Annual Meeting shall vote on the membership recommendations of the Executive Committee.  An affirmative two-thirds (2/3rds) vote of the Active Members present at the Annual Meeting shall be required to elect any candidate to any class of membership in the Society.  Those newly elected candidates shall receive a certificate of membership (reflecting the appropriate category of membership) in the Society and a copy of these Bylaws.             3.04.  Election of Honorary Members.  Candidates for Honorary Membership may be recommended to the Society by either the Membership Committee or the Executive Committee.  The Executive Committee, by unanimous agreement of the voting members in attendance, will then recommend these candidates to the Society for Honorary Membership.                   3.05.  Meetings of Members.             (a)  Place of Meetings.  Meetings of the membership shall be held at the principal office or place of business of the corporation or at such other suitable place convenient to the membership as may be designated by the Executive Committee.             (b) Annual Meetings.  An Annual Meeting of the members of the Society shall be held each year at such time as the Executive Committee determines.  The members may transact such business as may properly come before them at such meeting, provided that a quorum is present in person at the meeting.             (c)  Special Meetings.  Special meetings may be called by the President or may be called as directed by the Executive Committee.  The notice of any special meeting shall state the time and place of such meeting and the purposes thereof.  No business shall be transacted at a special meeting except as stated in the notice unless all members have waived notice of the meeting.             (d)  Notice of Meetings.  It shall be the duty of the Secretary-Treasurer to mail or e-mail a notice of each annual or special meeting, stating the purposes thereof if it is a special meeting as well as the time and place where it is to be held, to each member of record on the date occurring thirty (30) days before the date scheduled for the meeting, at his or her address as it appears on the membership records of the Society, or if no such address appears, at his or her last known place of business, at least ten (10) days but not more than thirty (30) days prior to such meeting.  The mailing of a notice in the manner provided in this section shall be considered notice served; provided, that such notices may be excused in the same manner as provided for notices of meetings of the Executive Committee in Section 6.03.             (e)  Quorum.  Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the presence at any meeting, in person, of a one-third (1/3) of the members shall constitute a quorum.             (f)  Adjourned Meetings.  If any meeting of the membership cannot be organized because a quorum is not present, the members who are present may, except as otherwise provided by law, adjourn the meeting to another time.             (g)  Conduct of Meetings.  Meetings of members shall be conducted in accordance with Robert’s Rules of Order, Revised.  The President, if present, or if not present, the President-Elect shall preside over all meetings of members.  In the absence of such officers at any meeting of members, the members present at the meeting shall appoint any person present to act as presiding officer of the meeting.  The order of business at each regular meeting, and so far as possible, at special meetings of members, shall be:             (1)    Calling of roll.             (2)    Proof of notice or waivers.             (3)    Reading and approval of minutes of previous meetings or action of members.             (4)    Reports.             (5)    Unfinished business.             (6)    New business.             (7)    Adjournment.             3.06.  Membership Termination.  Membership of any member may be terminated by a two-thirds (2/3rds) vote of the Executive Committee under the following circumstances             (a)  Upon forty-five (45) days written notice for failure to pay membership fees and/or dues. (b)  Upon ninety (90) days written notice for failure to pay a mandatory assessment.             (c)  Upon ninety (90) days written notice for any reason when, in the judgment of the Executive Committee in its sole discretion, the purposes, best interests or well being of the Society will be served thereby. (d)  Failure to fulfill meeting attendance requirement based upon policies and procedures established by the Executive Committee.             No membership shall be terminated under clause (c) until the member has been afforded a reasonable opportunity to be heard by the Executive Committee.  No membership shall be terminated under clauses (a) or (b) if the member tenders payment to the Society of the amount due that is specified in the notice of termination prior to the end of the notice period specified in clause (a) or clause (b), as the case may be.

ARTICLE IV MEMBERSHIP DUES AND FEES             4.01.  Dues.  Annual dues shall be determined by the Executive Committee.  Active, Associate, Affiliate and Corresponding Members shall pay these dues annually to the Secretary-Treasurer of the Society.  The dues shall include a subscription fee to the official journal of the Society.             4.02.  Registration Fees.  Registration fees for each annual or interim meeting of the Society shall be paid by non-dues paying members and guests.  The amount of such fees shall be determined by the Executive Committee. Active, Associate, or Affiliate Members  will be required to pay registration fees, as determined by the Executive Committee.             4.3.  Assessments.  The Executive Committee shall have the power to impose a special assessment on the membership or any one or more categories of membership.             4.04.  Exemption.  Any request for exemption from dues or fees shall be directed to the Secretary-Treasurer and shall be decided upon by the Executive Committee.

ARTICLE V ETHICS AND DISCIPLINE             5.01.  Ethics Rules.  Each member shall be expected to comply with the Principles of Medical Ethics of the American Medical Association and with the Bylaws (and any amendments thereto) of this Society (collectively, the “Ethics Rules”).  The Executive Committee shall possess the right to censure, suspend, or expel any member for violation of the Ethics Rules.             5.02.  Report of Ethical Violations.  Any recognized violation of the Ethical Rules by a member of the Society should be reported in writing to the President of the Society.  Upon receipt of a report, the President shall forward a copy of the report to the member in question for response.             5.03.  Investigation by Executive Committee.  The report and the member’s response, if available, will be considered at the next Executive Committee meeting.  If the Executive Committee feels that the report should not be pursued further, the member in question and the member initiating the report shall be notified.  If two-thirds (2/3rds) of the voting members present believe the alleged violation merits further investigation, the Secretary-Treasurer shall so inform the member and  explain the right to appear before the Executive Committee on a specified date or submit further evidence to demonstrate why disciplinary action should not be taken.  If further action by the Executive Committee is deemed to be necessary, the notified member in question shall respond by a registered or certified letter to the Secretary-Treasurer within thirty (30) days of receipt of the notice.             5.04.  Hearing.  The Executive Committee shall then hold a hearing to consider the evidence relevant to the allegations of ethical misconduct contained in the report.  The member whose conduct is in question shall be afforded an opportunity to be heard and to present evidence on his or her behalf.  A majority of the voting members of the Executive Committee present at the meeting must vote in favor of taking any disciplinary action.  If disciplinary action is approved, the Secretary-Treasurer will notify the member as to the type of discipline and the reason for it within fifteen (15) days of the Executive Committee decision.

ARTICLE VI EXECUTIVE COMMITTEE 6.01.  Composition of the Executive Committee.  The board of directors of this Society shall be known as the “Executive Committee.”  The Executive Committee shall be composed of seven (7) members:  the President, the President-elect, the Secretary-Treasurer, the two (2) immediate past-Presidents, and two members-at-large.  Each past-President shall serve a two (2) year term on the Executive Committee after completing his year as President.  One member-at-large shall be nominated by the Nominating Committee and presented to the Society for election at the Annual Meeting.  Additional nominations for members-at-large may come from the floor.  Members-at-large shall be elected to a two (2) year term by a majority of the Active Members in attendance at the Annual Meeting, and they shall be ineligible for re-election to subsequent terms.  One member-at-large shall have been an Active Member of the Society for less than five (5) years and the second member-at-large shall have been an Active Member of the Society for more than five (5) years   One COMSS representative shall be a member of the Executive Committee.             6.02.  Authority and Duties of the Executive Committee.  The Executive Committee shall manage the business and affairs of the Society and shall possess all powers and responsibilities conferred upon the board of directors of a nonprofit corporation by chapter 317A of the Minnesota Statutes, as now or hereafter amended, except as those responsibilities may be limited or delegated by the Articles of Incorporation or these Bylaws.  The Executive Committee shall be responsible for membership selection and for the discipline of members.  The Executive Committee shall receive and consider the reports of committees and review their activities.  The Executive Committee may invite who it wishes to attend Executive Committee meetings.             6.03.  Meetings.  The Executive Committee shall conduct an annual Executive Committee business meeting at the Annual Meeting of the Society.  The Executive Committee may conduct special meetings called by the President or any four members of the Executive Committee.  At least five days’ notice of any special meeting must be given to each Executive Committee member.  The attendance of an Executive Committee member at any meeting shall constitute a waiver of notice except where an Executive Committee member attends for the express purpose of objecting to the meeting because it is not lawfuly called or convened.             6.04.  Quorum.  Except as otherwise required by the Articles of Incorporation or these Bylaws, a quorum shall consist of a majority of the voting members of the Executive Committee.  A majority vote of the members present and voting at a meeting of the Executive Committee at which a quorum is present shall be the act of the Executive Committee, unless the vote of a larger number is required by applicable law, the Articles of Incorporation or these Bylaws.             6.05.  Vacancies.  Vacancies on the Executive Committee may be filled by a majority vote of the remaining members of the Executive Committee should they so elect.             6.06.  Written Action.  Any action that the Executive Committee could take at a duly called meeting of the Executive Committee may be taken by a written action signed by all the members of the Executive Committee.  The same action need not be signed by all members, and each may sign a separate counterpart of the Written Action.             6.07.  Electronic Communication.  A conference telephone call, or other conference among directors by any means of communication through which the members may simultaneously hear each other during the conference, shall constitute a meeting of the Executive Committee; provided that any notice requirements for a meeting are met and that the number of members participating in the conference are sufficient to constitute a quorum at a meeting.

ARTICLE VII JOURNAL OF SHOULDER AND ELBOW SURGERY 7.01.  The Journal of Shoulder and Elbow Surgery (the “Journal”) shall be the official publication of the Society for scientific and medical articles which contain information regarding the investigation, development, preservation and restoration of the form and function of the shoulder girdle, arm, elbow and associated structures by medical, surgical, and physical means.  The Journal shall become the recognized international publication for shoulder and elbow surgeons.  The Journal shall solicit contributions from the membership of the Society and similar medical specialty societies throughout the world.             7.02.  Board of Trustees.  The Board of Trustees shall manage the publication of the Journal.  The Board of Trustees shall have the final responsibility and complete authority for all decisions relating to the publication of the Journal.  The Board of Trustees shall be composed of eight (8) voting members:  six (6) representatives from the American Shoulder and Elbow Surgeons (North America), one representative from the Japan Shoulder Society, and one representative from the European Society for Surgery of the Shoulder and Elbow.  In addition, the Board of Trustees shall have one non-voting member:  the Editor-in-Chief of the Journal.  The Board of Trustees shall manage the publication of the Journal.  The North American members of the Board of Trustees shall be past presidents of the Society who two years after their term as president will be appointed for a six year term on the Board of Trustees.  Should a member be elected Chairman of the Board, he/she is allowed to complete the full two (2) year term as Chairman. Should a vacancy arise among the North American Voting members of the Board of Trustees, the Board of Trustees may elect to fill the vacancy for the remainder of that individual’s term of office.  All candidates for the six (6) North American voting positions on the Board of Trustees shall be Active Members of the Society.  The officers of the Board of Trustees shall consist of the Chairman, the Secretary, and the Treasurer, and shall be elected by the membership of the Board of Trustees for two-year terms of office.  No person may serve more than two (2) consecutive full terms as an officer in the same office of the Board of Trustees. The Editor-in-Chief of the Journal shall be appointed by the Board of Trustees, and such appointment shall be for a two (2) year term subject to unlimited renewals.  The Japanese and European Trustees will be nominated by their respective Societies.  These Trustees shall not require election by the membership of the Society, and they shall counsel the Board of Trustees on international issues and facilitate communication with, and publication in the Journal by, members in their respective societies.  The Chairman of the Board of Trustees shall present a report at the Annual Meeting of the Society.             7.03.  Editor-in-Chief.  The Editor-in-Chief shall be responsible for selecting, preparing and transmitting the editorial materials to the publisher of the Journal for publication.  The Editor-in-Chief shall be selected by the Board of Trustees.  The Editor-in-Chief shall be responsible for nominating individuals for various positions on the editorial staff.  Such positions shall include Deputy or Associate Editors, North American and international members of the editorial staff, editorial advisors, consultant reviewers and other appropriate members of the editorial staff.  All such appointments shall be subject to the approval of the Board of Trustees.  The Editor-in-Chief, upon approval by the Board of Trustees, shall have full power and authority to enter to contracts for the publication of the Journal and for all related aspects of publication.  The Editor-in-Chief shall also have full power and authority, subject to approval by the Board of Trustees, to assign the Society’s copyrights in and to the Journal.  The Editor-in-Chief shall prepare an annual report for the Board of Trustees together with interim reports as the Board of Trustees may require.

ARTICLE VIII OFFICERS 8.01.  Officers; Terms of Office.  Elected officers of the Society shall be:  the President, the President-Elect, the Secretary-Treasurer, and the Secretary-Treasurer-Elect.  The President shall serve a one year term of office.  The President may not serve two (2) consecutive full terms.  The President-Elect and the Secretary-Treasurer-Elect shall serve one year terms of office.  The Secretary-Treasurer shall serve a three (3) year term and may be elected for one consecutive full term of office.             8.02.  Nomination and Election of Officers.  The Nominating Committee shall prepare a list of nominees for the positions which will become vacant at the close of the Annual Meeting at which the list is presented.  Additional nominations may be made by Active Members from the floor.  Each Active Member in attendance shall have one vote for each position being considered.  There shall be no cumulative voting.  The term of office for those elected shall commence at the close of the Annual Meeting at which they are elected.  The Nominating Committee shall prepare the following list of nominees annuallyPresident-Elect             1 member-at-large to the Executive Committee             1 Past President to the JSES Board of Trustee             The Nominating Committee shall prepare a list of nominees for Secretary-Treasurer-Elect each third year at the Annual Meeting preceding the termination of the office of the current Secretary-Treasurer by one year.             8.03.  Vacancy and Removal.  A vacancy in any office or in the three (3) elected positions of the Nominating Committee may be filled upon a majority vote of the members of the Executive Committee for the unexpired portion of the term or until the next Annual Meeting.  Any officer, committee member or agent of the Society may be removed by the Executive Committee when in its judgment the best interests of the Society would be served thereby.             8.04.  President.  The President shall be the principal executive officer of the Society and shall have the following duties:             a.     Preside at all meetings of the Society and Executive Committee.             b.     Deliver an address at the Annual Meeting.             c.     Appoint all committees not otherwise provided for in the Bylaws and fill all vacancies which occur on committees between Annual Meetings.             d.     Serve as an ex-officio member of all committees except the Nominating Committee.             e.     Execute documents as directed by the Executive Committee              f.      Act in the event of any contingency or emergency not covered by these Bylaws and in general perform all duties incident to the office of President or such other duties as may be prescribed by the Executive Committee from time to time.             8.05.  President-Elect.  The President-Elect shall be elected for a one year term and shall then assume the office of the President.  During the term as President-Elect, he shall act as the President in the President’s absence, and he shall perform other duties as may be assigned to him by the Executive Committee or the President.             8.06.  Secretary-Treasurer.  The Secretary-Treasurer shall be elected for a three (3) year term and shall have the following duties:             a.     Be responsible for all funds or other properties of the Society and endorse all financial statements.             b.     Maintain a membership roster and collect funds and dues.             c.     Receive funds due to the Society and deposit them as may be designated by the Executive Committee.             d.     Pay all expenses of the Society.             e.     Maintain an itemized account of receipts and expenditures and present an annual financial report to the Executive Committee and to the membership at the annual business meeting of the society..  The Executive Committee may direct that this report be audited by a Certified Public Accountant.             f.      Maintain correspondence and historical records of the Society.             g.     Keep minutes of meetings of all members and the Executive Committee             h.     Keep records of committee meetings.             i.      Duly give notices including the notification of candidates elected into the Society, nominees of their election, members of their appointment to committees, and members of any disciplinary action against them.             8.07.  Secretary-Treasurer-Elect.  The Secretary-Treasurer-Elect shall be elected for a one year term prior to the termination of office of the incumbent Secretary-Treasurer.  He shall then assume the office of Secretary-Treasurer.  During the year as Secretary-Treasurer-Elect, he shall serve as ex-officio member of the Executive Committee, serve as assistant to the Secretary-Treasurer; and perform such other duties as may be assigned to him by the Executive Committee or the Secretary-Treasurer

ARTICLE IX STANDING COMMITTEES 9.01.  Nominating Committee.  The Nominating Committee shall consist of three Active Members nominated and elected each year by the Active Members present at the Annual Meeting of the Society, and the past President of the Society who will be leaving the Executive Committee at the termination of that Annual Meeting.  The past President will serve as Chair of the Nominating Committee.  No person may serve two consecutive terms.  Responsibilities of the committee are defined in Section 8.02.             9.02.  Membership Committee.  The Membership Committe shall consist of Active or Associate Members appointed by the President as vacancies arise.  The appointment to the committee will be for two years, but members may serve up to two (2)  successive full terms.  The President shall designate the Chair of the committee.  The Membership Committee shall receive sponsoring letters for Active, Associate, Affiliate, and Corresponding Memberships.  Applications shall be sent to the candidate.  After completion and return of the application, the individual will be considered for membership into the Society.  A report will be presented annually to the Executive Committee for their consideration.  The Executive Committee may elect to recommend, not recommend, or defer decision on an application pending more full investigation of the applicant’s qualifications.             9.03.  Program Committee, Open Meeting.  The Chair and other members of the Open Program Committee will be appointed by the President.  The appointment to the committee will be for one year, but members may be reappointed to  successive full terms.  The committee shall be responsible for the organization and conduct of the Annual Meeting of the Society.             9.04.  Continuing Education Committee.  The Continuing Education Committee shall consist of Active members of the Society.  Each year the President of the Society shall appoint up to two Active Members to serve on the committee.  Each appointment will be for a two-year non-renewable term.  The Committee shall be responsible for the organization of the continuing medical education activities of the Society.             9.05.  Research Committee.  The Research Committee shall consist of Active, Associate, and Affiliate  members of the Society.  Each year, the President shall appoint  up to two (2) members to the Committee.  Each appointment will be for a three-year term.  The Committee shall be responsible for organizing the research activities of the Society             9.06.  Planning and Development Committee.  The Planning and Development Committee shall consist of past Presidents of the Society and members of the Founding Board.  The Committee shall meet at least annually and shall advise the Executive Committee on various matters.  The Chair will be elected by the Committee and will serve a two-year term.  The Chairmay serve two consecutive terms.             9.07.  Ad-Hoc Committees.  Ad-Hoc Committees shall be appointed by the President with the approval of the Executive Committee.             9.08.  Exchange Fellowship Committee.  The Exchange Fellowship Committee shall consist of a Active and Associate  members of the Society.  Each year the President of the Society shall appoint one member to serve on the Committee for three years.  The term is not renewable. The Committee shall be responsible for maintaining the Exchange Fellowship Program of the Society in conjunction with the European Shoulder Society, S.E.C.E.C. The Chair will serve for two years.             9.09.  Program Committee, Closed Meeting.  The Chair and other members of the Closed Program Committee shall be appointed by the President.  Appointment to the committee shall be for one year and members  may be appointed to consecutive terms.  The Committee shall be responsible for the organization of the Annual Closed Meeting of the Society.             9.10.  Ethics Committee.  The Ethics Committee shall consist of three Active or Associate member of the society. Each year the president of the Society shall choose an active or associate member to be a member of the Ethics Committee for a three year non renewable term.  The Chair will serve for two years.             9.11.  International Shoulder Meeting Liaison Committee.  This Committee shall consist of  six members: a Chair and five members at large.  The members of this committee shall be chosen by the President of the Society.  These members should either be Past Presidents or officers of the Society.             9.12.  Publications Committee.  This Committee shall consist of a chair and Active or Associate members of the Society.  The President shall appoint an Active or Associate member each year to serve on the committee for three (3) years.  This committee shall be responsible for the publications (ie: newsletter, brochures, etc.) of the Society. 9.13.  CPT Coding Committee.  This committee shall consist of a Chair and Active  members of the Society.  The President shall appoint an active member each year to serve on the committee for two (2) years.  This committee shall aid the society in matters of coding and billing.             9.14      Electronic Technology Committee.  This committee shall consist of a Chair and Active or Associate  members of the Society.  The President shall appoint an Active or Associate member each year to serve on the committee for two years and may serve two (2) consecutive terms.  This committee shall be responsible for such matters of electronic technology as they relate to this organization.

ARTICLE X BOARD OF CONTINUING EDUCATION IN SHOULDER AND ELBOW SURGERY A separate division of the Society known as “Continuing Education in Shoulder and Elbow Surgery” (“CESES”) shall be established and shall be operated exclusively for charitable and educational purposes.  The supervision, management, and direction of the CESES shall be vested in the Board of Continuing Education in Shoulder and Elbow Surgery (“CESES Board”) subject to the advice and consent or control of the Executive Committee of the Society.  The CESES Board shall consist of the President of the Society  and the members of the Executive Committee of the Society.              A trust indenture establishing Continuing Education in Shoulder and Elbow Surgery on February 12, 1984 is recognized by the American Shoulder and Elbow Surgeons.

ARTICLE XI INDEMNIFICATION This Society shall, in the exercise of the power granted to Minnesota nonprofit corporations generally by Minnesota Statues, Chapter 317A, as now enacted or as hereafter amended, and including any other provisions of Minnesota law applicable thereto, indemnify its former, present, and future officers, directors, members, employees, and agents to the full extent provided by law against expenses and liabilities, and carry and maintain insurance therefore, but only under the circumstances, in the manner, and to the extent from time to time permitted by law.

ARTICLE XII CONFLICTS OF INTEREST Any member, director, officer, key employee or member of a committee of this Society who is interested in a matter, contract or transaction presented to the members, the Executive Committee or a committee for action, authorization, approval or ratification shall (unless his or her interest therein is obvious from the matter, contract or transaction itself), without request, make a prompt, full and frank disclosure of his or her interest therein to the members, the Executive Committee or the committee prior to action upon the matter, contract or transaction.  The disclosure (if required) shall include all material facts about the matter, contract or transaction.  The body to which the disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be deemed to exist.  If a conflict exists or is deemed to exist, that fact shall be noted in the minutes of the meeting at which the matter, contract or transaction is considered or acted upon, and the interested person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in, the discussion or deliberations with respect to the matter, contract or transaction.  The interested person shall be counted in determining the presence of a quorum at any meeting where the matter, contract or transaction is considered or acted upon.  The minutes of the meeting shall reflect the disclosure made, the vote on the existence of a conflict, and, where applicable, the interested person’s abstention from voting and participation, and whether a quorum was present.  For purposes of this provision, a person shall be deemed to be “interested” in a matter, contract or transaction if he or she is involved in the matter or is the party (or one of the parties) proposing to contract or deal with the Society, or is a partner, employee, officer, director, or substantial shareholder of, or has a material financial or influential interest in, the entity proposing to contract or deal with this Society.

ARTICLE XIII AMENDMENTS OF ARTICLES AND BYLAWS             13.01.  General.  The Articles of Incorporation of this Society and these Bylaws, each as from time to time amended or restated, may be amended, revised or restated from time to time to include or omit any provision which could lawfully be included therein or omitted therefrom at the time the amendment, revised or restated is adopted.  Any number of amendments, or an entire revision or restatement of the Articles of Incorporation or these Bylaws may be considered, acted upon, and adopted, provided that the amendment, revision or restatement of the Articles of Incorporation or these Bylaws is approved and recommended by the Executive Committee, and submitted to, voted on, and approved by the affirmative vote of two-thirds (2/3rds) of the Active Members of the Society present at the Annual Meeting or a special meeting duly called for the purpose of considering the proposed amendment(s).             13.02.  Amendments Related to Tax-Exempt Status.  Notwithstanding the provisions of section 13.01 of these Bylaws, if any amendment or revision of the Articles of Incorporation or these Bylaws, or both, is required to enable the Society to maintain tax-exempt status as an organization described in Section 501(c) (6) of the Internal revenue Code of 1986, as amended, the Executive Committee shall have the power and authority to amend the Articles of Incorporation or these Bylaws, or both, as the case may be, by adopting amendments or revisions by the affirmative vote of two-thirds (2/3rds) of the members of the Executive Committee present and voting at meeting; however, no amendment or revision shall substantially change the purposes of the Society or the rights, privileges, duties and responsibilities of the members of the Society or the members of the Executive Committee unless the amendment or revision is noticed, approved, and adopted in accordance with section 12.01.

Dated:  October 11, 2007 Reflects changes voted on October 11, 2007