Constitution



Table of contents

Article I: General
Article II: Purpose
Article III: Membership
Article IV: Governing Body
Article V: Meetings of Members
Article VI: Certificates of Membership
Article VII: Amendments
Article VIII: Fiscal Year
Article IX: Programs and Projects
Article V: Review



The Purposes of the Society as stated in its certificate of incorporation are:

ARTICLE I
Section 1. Name
This corporation shall be known as the American Rhinologic Society.

Section 2. Registered Office
The Society shall have and continuously maintain a registered office and registered agent whose
office is identical with such registered office and may have other offices within or without the
State of Illinois as the Board of Directors may from time to time determine.

Section 3. Powers
The Society has such powers as are now or may hereafter be granted by the General-not-for-profit
Corporation Act of the State of Illinois.

Section 4. Records of Accounts
The Society shall keep correct and complete books and records of accounts and shall also keep
minutes of the proceedings of its members, Board of Directors and committees having any of the
authority of the Board of Directors, and shall keep at the registered or principal office a record of
the names and addresses of the members entitled to vote. All books and records of the Society
may be inspected by any member, or his agent or attorney for any proper purpose at any
reasonable time.

Section 5. Non-Discrimination
In pursuit of its purposes and the exercise of its powers, the Society shall not discriminate on the
basis of age, race, color, creed, gender or national origin. The Society is a national organization
with a broad membership base, having members throughout the entire United States.


ARTICLE II Purpose
  1. To provide a forum for physicians and scientists who care for patients with nasal and sinus disorders to exchange knowledge and experiences.
  2. To spread scientific knowledge about rhinologic health problems to rhinologists and other physicians within America and other countries.
  3. To increase education and training in the art, science and clinical practice of Rhinology.
  4. To engage in, encourage and promote medical research in Rhinology and to bring forward such work to the medical profession and the general public, if warranted.
  5. To devote available income in excess of cost of operation and any other available resources to research and educational projects.

ARTICLE III Membership
Section 1. Membership Classes
The Society shall have ten membership classes:
  • Fellow
  • Regular
  • Charter
  • Honorary
  • Resident (including Fellow in training)
  • Affiliate
  • International
  • Emeritus
Section 2. Membership Limits
There shall be no limit of total membership.

Section 3. Membership Qualifications
Members qualifications are provided in the Society By-Laws.


ARTICLE IV Governing Body
Section 1. Officers
The elected officers of this Society are:
  • President
  • Executive Vice President
  • President-elect
  • 1st Vice President
  • 2nd Vice President
  • Secretary
  • Treasurer
Section 2. Board of Directors
The above elected officers and six elected directors shall constitute the Board of Directors, the
governing body of the Society. The Immediate Past-President shall remain a member of the
Board of Directors for one year. These 14 officers constitute the voting members of the Board of
Directors.

Section 3. Executive Committee
The Executive Committee shall consist of the President, the Executive Vice President, the Immediate Past President, the President-elect, the 1st Vice-President, the 2nd Vice-President, the Secretary and the Treasurer, who shall be responsible for all non-policy day-to-day operations of the Society.

Section 4. Nominating Committee
The Society shall have a Nominating Committee consisting of the Immediate Past President
(acting as chair), one member of the Board of Directors, and one fellow-at-large of the Society
(not an officer or director). The member of the Board of Directors and the fellow-at-large shall
be elected by the Board of Directors at the annual fall Board of Directors Meeting and shall serve
a one-year term. The Nominating Committee shall present its report (to include the proposed
slate of officers) at the annual spring meeting to the Board of Directors and the membership.
Nominations may be made from the floor at the annual spring meeting. Elections will take place
at the fall annual meeting.

Section 5. Election
The Officers and Directors shall be elected at the annual fall meeting, and shall take office at the
conclusion of the last ARS sponsored function during the annual fall meeting.

Section 6. Terms of Office
  • One year - President,President-elect,1st Vice President, 2nd Vice President, Immediate Past President
  • Three years - Directors
  • Three years - Secretary,Treasurer
  • Four years - Executive Vice President
No officer shall hold more than one office at a time.

All officers may succeed themselves in office one time except for the Secretary and Treasurer, which are non-renewable positions.

Section 7. Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever, in its judgment, the best interests of the Society would be served
thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so
removed.

Section 8. Vacancy
A vacancy in any office, for any reason whatsoever, may be filled by the Board of Directors, for
the unexpired portion of the term.

Section 9. Non-Governing (non-voting) Societal Positions
The elected officers and Board of Directors, by majority vote, may establish certain non-governing,
non-voting societal positions to maintain proper functioning of the Society. Such positions would
include but not be limited to positions for consulting, interacting with other professional societies,
facilitating written and electronic internal and external societal communications and recording
societal history. Upon establishing societal positions, the terms, duties and responsibilities of the
position will be delineated in the Society's By-Laws and/or Policy and Procedure Manual.


ARTICLE V Meetings of Members
Section 1. Meetings
  1. The Board of Directors must meet at least two times per year, once in conjunction with the annual meeting.
  2. Meeting dates will be determined by the Board of Directors.
  3. The Annual Meeting of the Society shall be in the fall of the year.
  4. A spring meeting shall be held if at all feasible.
  5. The Annual Business Meeting, as well as the Board of Directors Meetings, shall be open to all Fellows/Members in good standing.
  6. Board Meetings may be closed to include only voting members, as defined in Article I, Section 2, by a majority vote of the Board of Directors.
  7. Only those fellows/life fellows, regular members/life members, as noted in Article IV, Section 2,may cast votes at the Board of Directors Meeting.
Section 2. Special Meetings
Special meetings may be called by two-thirds vote at any membership meeting at which a quorum (see Article V. Section 4. below) is present or by the President. At the written request of five members and stating the reason for their request, the President will call a special meeting. Written notices of special meetings shall be mailed to the membership at least thirty days prior to the meeting date.

Section 3. Rules of Procedure
All business of the Society shall be governed by the Current Edition of Sturgis Standard Code of Parliamentary Procedure in which they are not inconsistent with the Articles of Incorporation, By-Laws, special and standing rules, customary practices and procedures of the Society.

Section 4. Quorum
Fifteen Members in good standing shall constitute a quorum of the general membership. Seven
members of the Board of Directors shall constitute a quorum.


ARTICLE VI Certificates of Membership
The Society shall issue certificates evidencing membership, which shall be in such form as
determined by the Board. Such certificate shall be signed by the appropriate officers and shall
bear the Society seal. If a certificate is lost, mutilated or destroyed, a new certificate may be
issued upon such terms and conditions as the Board determines.


ARTICLE VII Amendments
Section 1. Amendments
There shall be no amendments, alteration or repeal of any part of this Constitution or By-Laws, or
the whole thereof, except upon written proposal of at least five members in good standing and
submitted at a regular meeting of the Society and subsequently posted on the Society’s website
for a 90 day comment period.

Section 2. Proposal for amendments
A proposal, submitted and prepared as above, shall first be read at a meeting of the Society (and
posted on the ARS website) and if approved by a majority of those members present, shall be
tabled for final action at the next regular meeting of the Society, the notice for which shall set
forth in full the amendment to be acted upon.


ARTICLE VIII Fiscal Year
The fiscal year of the Society shall begin January 1 and end December 31.


ARTICLE IX Programs and Projects
The Society shall finance and direct a program of education and research in the field of
Rhinology. The implementation of this program shall be the function of the Education, Research
Grant, Awards, Program and Executive Committees, as well as the Board of Directors. Included
as "core" programs of the Society are the Dr. Maurice H. Cottle Research and Education Fund,
the Dr. Maurice H. Cottle Honor Award for rhinologic research, the Corporate Sponsors Research
Fund, and the Golden Head Mirror Honor Award.


ARTICLE X Review
All actions of Society Committees, officers, boards or other official delegated persons or bodies
of the Society shall be subject to review by the general members of the society.




Revised 05/20/2014
©American Rhinologic Society