A. The voting members of the Board of Directors shall be composed of the officers of the association and eighteen (18) elected directors. Non- voting members of the Board shall include the Chief Executive Officer and a member of the Board of Medical Examiners.  

1. Nine at large Directors to be elected from the general membership, with no more than three representatives coming from any one region, and at least one director from each region.
2. One Senior Director who shall be a Past President, at least five years removed from office, and shall be appointed by the president-elect, to serve concurrently when the president-elect assumes the presidency.  
3. Three Student Directors selected by the board of directors, who shall have one (1) cumulative vote.  
4. Three Resident Directors selected by the Board Of Directors.  
5. The Dean of the Rowan University School of Osteopathic Medicine or their appointee.  
6. One Rowan University School of Osteopathic Medicine Faculty Director appointed by the institution and approved by the Board Of Directors. 

B. Members of the Association in good standing may attend meetings of the Board of Directors and have a voice, but cannot vote. 

C. Guests may be admitted to meetings of the Board of Directors upon approval of the President or 2/3 consent of the members thereof. 

1. Officers and directors shall be active members in good standing of this Association and their Regional Society for at least two years immediately preceding their election or appointment.  
2. The Senior Director shall be an active member who is also a Past President, at least five years removed from office.  

1. The Nominating Committee shall convene in accordance with these Bylaws to nominate members to be Directors of the Association. 
2. Each region may nominate candidates, and active members may also nominate themselves.  
3. The nominating committee will then evaluate applicant qualifications, and present to the membership candidates who will be eligible to be elected by the general membership,  
4. The report of the nominating committee shall be published to all members by February 1^st.
5. Elections shall be conducted electronically by March 5th, with all active members eligible to vote.
6. The at large directors shall be elected from the general membership for a term of 3 years and may serve up to three consecutive, three-year terms.  
7. The Student and Resident Directors shall be elected annually to serve for one year.  

A. The Board of Directors shall meet at least four times annually in accordance with a schedule established at its first meeting following the annual convention, or upon notice of the President or a majority of the voting members of the Board.

B. A majority of the voting members of the Board shall constitute a quorum.  

C. The Board of Directors shall be the Executive Body of this Association and shall manage its affairs in accordance with the Bylaws of this Association and the policies and directives of the Board Of Directors.

D. Written notice of meetings shall be sent to all Board Members at least ten days prior to each meeting.  

A. When a member of the Board of directors fails to attend two board meetings without proper cause or three board meetings for any reason within a term year, then the office may be declared vacant by a majority vote of the Board of Directors.  

B. When a Board member resigns their position to advance to an officer’s position or to leave the Board entirely prior to the end of their term, the position shall be considered vacant.  

C. The vacancy shall be filled by the Board at the next scheduled meeting of the Board Of Directors at which time the Board shall fill the remainder of the unexpired term by majority vote.  

A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that they are or were a Director, Trustee, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by them in connection with such action, suit or proceeding if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that their conduct was unlawful.  

B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that they are or were a Director, Trustee, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise against expenses  (including attorneys' fees) actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.  

C. The extent that a director, trustee, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) or (b), or in defense of any claim, issue or matter therein, they shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by them connection therewith.  

D. Any indemnification under subsections (a) or (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, Employee or Agent is proper in the circumstances because they have met the applicable standard of conduct set forth in subsections (a) or (b). Such determination shall be made:  

1. By the Board of Directors by a majority vote of a quorum consisting of directors, trustees who were not parties to such action, suit or proceeding, or  
2. If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors, trustees so directs, by independent, legal counsel in a written opinion.

E. Expenses (including attorneys' fees) incurred by defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection (d) upon receipt of an undertaking by or on behalf of the Board Member, trustee, officer, employee or agent to repay such amount unless it shall ultimately be determined that they are entitled to be indemnified by the Corporation as authorized in this section.  

F. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law agreement, vote of disinterested Board members, trustees or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Board member, Committee Member, Officer, Employee or Agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  

G. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Board member, Committee Member, Officer, Employee or Agent of the Corporation, or is or was serving at the request of the Corporation as a Board member, Officer, Employee or Agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of the status as such, whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this section.  

A. The Executive and Finance Committee of the Board of Directors shall consist of the President, President-Elect, Vice-President, Secretary, Treasurer and Immediate Past President. The Chief Executive Officer, and Association Accountantshall participate in all meetings of the Executive and Finance Committee, but shall have no vote. NJAOPS Association’s general counsel shall participate when requested by the Board of Directors but shall have no vote.

B. Duties - The Executive and Finance Committee shall:  

1. Meet at least four times annually in accordance with a schedule of meetings which shall be established at its first meeting preceeding the AROC medical conference or on call of the President. Written notice of meetings shall be sent to all Committee members at least seven (7) days prior to each meeting.  
2. Review the business and professional affairs of the Association and make recommendations to the Board of Directors regarding the conduct of Association activities.  

C. Conduct its activities in accordance with the Bylaws of the Association.  

D. The NJAOPS Executive and Finance Committee shall serve as the final voting authority and decision- making body for all matters concerning the association, including but not limited to financial, operational and strategic decisions.  

E. Act on behalf of the full board of directors in situations requiring timely or emergency decisions, providing such actions that are consistent with the bylaws and parameters applicable to state and federal; laws governing nonprofit organizations, ensuring all decisions align with NJAOPS’ mission and objectives. Any such decisions will be communicated to the Board within seven (7) days.

F. Decisions made by the Executive and Finance committee shall be reported to the full board of directors at the next scheduled meeting, accompanied by the appropriate documentation and rationale of the decision.   

G. In cases of significant association decisions, the Executive and Finance Committee shall consult with relevant committees or experts to ensure informed decision—making and compliance with all regulatory requirements.  

SECTION I -- QUALIFICATIONS  

A. The Officers Shall Be Active Members In Good Standing Of This Association And Their Respective Regional Society at least two years immediately preceding their election.  

SECTION II -- ELECTION PROCEDURE: OFFICERS  

A. The Nominating Committee shall convene in accordance with these Bylaws to nominate members to be officers of the Association.  

B. The report of the Nominating Committee shall be published annually in the NJAOPS Update to all members at least 30 days prior to the Board of Directors’ meeting proceeding the AROC medical conference.  

C. The election of officers shall take place at the Board of Directors’ meeting proceeding the AROC medical conference.

D. The President, President-Elect, Vice President, Secretary and Treasurer shall be elected for one-year terms by the Board Of Directors.

SECTION III -- DUTIES  

A. General Duties

1. The officers of this Association shall conduct its activities in accordance with the Bylaws and shall perform such other duties as the Association may     require of them. 

B. President:  

1. The President shall perform those duties which usually pertain to that office as well as those duties specified in the Bylaws.

          a. The President shall be Chair of the Board of Directors.  

2. The President shall supervise the administrative operation of the Association performed by the Chief Executive Officer.

3. The President shall automatically take office after being sworn in during the aroc medical conference.

4.  The President’s duty is to carry out either personally or through the elected officers and appointees, department directors and committee Chairs, the rules of the Association as expressed through the Board Of Directors. 

5. The President shall appoint all committees and shall select the Chairs of departments and committees subject to approval by the Board of Directors as Ex-Oficio.  

6. The President shall preside at all meetings of the Board of Directors and Executive Committee. In their absence, or their request, the President-Elect shall preside in their

7. Meeting of the Board of Directors shall be held quarterly as directed by the Bylaws or on the call of the President. An annual schedule of Board meetings shall be adopted at the first Board meeting of each administration. All meetings of the Executive Committee are subject to the call of the President or its own action in setting a regular time.  

8. Between sessions of the Board, or Executive Committee, the President is guided by actions by any of the aforementioned bodies. The President shall examine the minutes of the Executive Committee, Board of Directors and the Committees and outline the work program for the year from the enactments and adopted recommendations of these bodies.  

9. The President should have the sanction of the Board of Directors as to matters of policy; in case of emergency where the aforementioned bodies cannot be quickly reached, the president shall act according to their discretion in the best interests of the Association.  

10. The President, or anyone designated by them, shall give all information known by the Board of Directors concerning any item on the agenda of the Board Of Directors before that item is discussed, but he shall not give any conclusions. The President shall be entitled to vote on any matter which is under consideration by the Board of Directors only in case of a tie.  

11. The President shall see that the work of departments, committees, and officers is outlined for the year, stating specific aims in writing, at the beginning of their The President shall direct and coordinate through the Department Directors, the program of all committees including specific goals for the year which shall be stated in writing by all committees.

12. The President shall coordinate the work of all officers.  

13. The President shall be a member, ex—officio, of all committees except the Nominating Committee.  

14. The President shall send copies of his important correspondence to the Chief Executive Officer and other interested parties. They shall make annual and interim reports with recommendations for future activities in the Association.  

15. The President shall communicate with the membership by appropriate means including email, whenever there is news to disseminate. this shall be done in cooperation with the Chief Executive Officer.

16. The President may convene additional meetings of the Executive and Finance Committee via teleconference,ZOOM, etc., as may be deemed necessary.  

C. President-Elect: 

     1. The President-Elect shall become acquainted with the duties of the President and the functions of the Association.  

     2. The President-Elect shall assume the duties of the President in the event the President is absent or otherwise unable to perform the duties of their office.  

3. The President-Elect shall serve as the AROC Chairperson.  

D. Vice President:

     1. The Vice President shall perform the duties of the President in the absence of both the President and President-Elect.  

E. Treasurer:  

1. The Treasurer shall supervise all finances of the Association and the accounting system as administered by the Chief Executive Officer.
2. The Treasurer shall ensure that the Chief Executive Officer obtains adequate bonding of the Association staff.
3. The Treasurer, in conjunction with the Chief Executive Officer, shall arrange for an audit or review of the financial records annually and include the auditor's statement and the Treasurer's report to the Board of Directors and to the general membership of NJAOPS at the annual meeting at AROC.

F. Secretary:  

1. The Secretary shall perform all functions of the office as specified in the parliamentary authority adopted by the Association except those specific duties delegated to other officers by the Bylaws.  
2. the secretary shall act as clerk of the Board of Directors, and shall provide a legible copy of the minutes and all motions and resolutions for permanent file, to the Chief Executive Officer.

1. In the event any officer fails to perform the duties of the office as determined by a two-thirds vote of the voting members of the Board Of Directors, the Board shall declare the office vacant and elect a successor to serve until the next election.  

A. If an office other than that of President or President-Elect shall become vacant mid-term, then that office and term shall be filled by presidential appointment from among the members of the Board to serve the remainder of that term.