ARTICLE 1: Name and Location

Section 1. The name of this organization shall be the ORANGE COUNTY SOCIETY OF PLASTIC SURGEONS

Section 2. The offices of the Society shall be located in the State of California and/or any other location(s)

selected by the Board of Directors.

ARTICLE 2: Purposes

The purposes of the Society shall be:

(1) To benefit humanity by advancing the art and science of plastic and reconstructive surgery.

(2) To promote the highest standards of professional skills and competence among plastic surgeons.

(3) To promote the exchange of information among plastic surgeons.

(4) To promote the highest standards of personal and professional conduct among plastic surgeons andother

physicians.

ARTICLE 3: Membership

Section 1. General: Regularly licensed Plastic Surgeons engaged in the practice of plastic and

reconstructive surgery, and others who demonstrate that they fulfill the applicable requirements of these

Bylaws, may be admitted to membership in the Society. All members must agree to abide by the Society’s

Bylaws and Code of Ethics.

Section 2. Classes of Membership: The Society shall have the following classes of members: (a)Active

Members, (b) Retired Members, (c) Honorary Members.

Section 3. Active Membership:

A) Basic Requirements: Active Members shall be surgeons of high moral and ethical standing; shall have

demonstrated medical competence by being board certified or eligible by The American Board of Plastic

Surgery, Inc.® or in plastic surgery by The Royal College of Physicians and Surgeons of Canada® and/or the

Corporation Professionelle des Médecins du Québec; shall have demonstrated ethical competence by

conforming to the Society’s Code of Ethics; shall be actively engaged in the practice of plastic and reconstructive

surgery.

B) Rights and Privileges: After election to Active Membership, and after payment of any entrance fees, dues,or

assessments, Active Members shall have all the rights and privileges of the Society, including the right to vote

at all meetings of the Society, to be eligible to hold office, and to serve on committees of the Society.

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Section 4. Honorary Membership:

A) Basic Requirements: Honorary Membership may be conferred upon physicians, scientists, or any

individual in the current plastic surgery professional environment who have achieved eminence in their own

field and who have made exceptional contributions to the art and science of plastic and reconstructive surgery.

There shall be no citizenship or residence requirements.

B) Application Procedure: To be considered for Honorary Membership, an individual must be sponsored

by two Active Members of the Society who are familiar with the individual’s eminence and contributions.

C) Rights and Privileges: Honorary Members shall enjoy such rights and privileges of the Society as

designated by the Board of Directors from time to time; however, they shall not pay dues, hold office, orvote.

Section 5. Agreement: Applicants for all categories of membership must sign the Society’s application

form, a waiver, and a statement that they agree to abide by the Society’s Bylaws and Code of Ethics.

ARTICLE 4: Meetings and Voting

Section 1. Annual Meeting: The Annual Meeting of the Society shall be held at such time and place as the

Board of Directors may determine. The Annual Meeting shall consist of business and scientific sessions.

Attendance at the business meetings of the Society shall be limited to Active members.

Section 2. Voting: At all meetings of the Society, only Active Members have the right to vote. Each Active

Member has one (1) vote. Voting at meetings of the Society must be in person, not by proxy.

Section 3. Quorum: Ten (10) percent of the Active Members registered at the meeting as of the closing of

registration on the day prior to the business meeting or five (5) percent of the Active Members, whichever is

less, shall constitute a quorum for the transaction of business at any meeting of the Society.

Section 4. Attendance at Scientific Sessions: Attendance at scientific sessions shall be limited to licensed

plastic surgeons and paramedical personnel, upon payment of applicable registration fees. If necessary, priority

for attendance at scientific sessions shall be given to active Members, Honorary members, and retired members.

Section 5. Rules of Order: Except as otherwise provided by these Bylaws, meetings of the Society shall be

governed by the current edition of the Sturgis Standard Code of ParliamentaryProcedure.

ARTICLE 5: Officers

Section 1. Society Officers: The officers of the Society shall consist of: President, immediate past

president, Vice President /Treasurer, Secretary and member at large.

Section 2. Qualifications for Office: Only Active Members in good standing are eligible for nomination and

election to office in the Society. At least 75% of the board members must be from plastic Surgeons in private

practice in the Orange County area.

Section 3. Term of Office: Those elected shall take office for 2 years. An additional year could be

approved.

ARTICLE 6: Duties of Officers

Section 1. President: The President shall be the Chief Elected Officer of the Society shall serve as Chair of the

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Board of Directors, with the right to vote, and shall serve as an ex-officio member, with the right to vote on all

committees.

Section 2. Immediate Past President: Replaces the president in society meetings when the president is not

available. Advise the president and support the educational program.

Section 3. Vice President/Treasurer: Shall aid the presiding officer. Responsible for society finances,

nonprofit status and the state of California filling. Replaces the president in society meetings when the

president is not available.

Section 4. Secretary : Shall perform all duties incident to the office and any other duties prescribed by the

Board of Directors of the Society. Responsible for arranging the board meetings.

Section 5. Member at Large. Support other board members in duties prescribed by the board of directors.

ARTICLE 7: Board of Directors

Section 1. Authority and Responsibility: The governing body of the Society shall be the Board of Directors. The

Board shall supervise, control, and direct the business and affairs of the Society.

Section 2. Election of a new president: The board members may present a candidate for voting. The voting on

the new president shall be by unanimous voting.

Section 3. Compensation: Directors shall not receive compensation for their services.

ARTICLE 8: Trustees

Section 1. Composition: The Trustees shall consist of five (5) members who shall be past Presidents, past

Board Vice Presidents of the Society, or a past officer of a major plastic surgery-related organization. All

Trustees must be Active Members of the American Society of Plastic Surgeons. The Trustees shall elect the

Chair of the Trustees.

ARTICLE 9: Dues, Fees, Assessments, and Other Charges

Section 1. Establishment of Charges: Annually, the Board of Directors shall establish all dues, assessments,

entrance fees, registration fees and other charges. These sums may be changed on an annual basis by action of

the Board of Directors to reflect, but not exceed, changes in the consumer price index.

Section 2. Payment: All dues, assessments, and other charges are payable annually by a date determined by

the Board of Directors. .

ARTICLE 10: Executive Officer and Staff

Section 1. Appointment: The Board of Directors may appoint a salaried executive staff, headed by

the president or Vice President whose terms and conditions of employment shall be determined by the

Board.

ARTICLE 11: Indemnification of Directors and Officers

The Society shall indemnify, to the full extent permitted by law, every past and present Officer, Director and,

Committee Member, and the Executive Vice President of the Society. This indemnification shall be against

expenses actually and necessarily incurred in connection with defense or settlement of any action, suit, or

proceeding to which any of them is made a party as a result of having served in any of the foregoing capacities.

This indemnification shall not apply to matters in which the individual is judged liable for willful misconduct

and to matters as shall be settled by agreement predicated upon the existence of such liability.

The Society may purchase insurance against any liability incurred as the result of a situation as described in the

first paragraph of this Article.

ARTICLE 12: Amendments and Resolutions

Section 1. Amendments to the Bylaws may be proposed by the Board of Directors, the Bylaws Committee,

or any Active. All amendments shall be submitted to the Board of Directors. The Board of Directors shall

approve, amend, or disapprove the proposed amendments. Those amendments approved by the Board of

Directors shall be submitted to a vote of the Active members.