American Association of Orthopaedic

“As a membership association, the organization currently has 41,051 members. There are two categories of membership in the association: fellows and members. Only fellows shall have the right to vote and hold office.”

“Elections of the officers and the at-large members of the association board of directors shall be determined by the adoption of the report of the nominating committee or by the voice, written, or electronic ballot of those fellows present at the business meeting of the annual meeting. Each fellow who is present at the business meeting of the annual meeting shall be entitled to one (1) vote for each officer of the association and academy, member of the board of directors, member of the membership committee, and nominees to the american board of orthopaedic surgery to be elected. Those individuals receiving the greatest number of votes shall be considered elected, even if they do not receive a majority of the votes cast.”

“The board retains the services of an independent cpa firm to prepare the organization's form 990. Management reviews the completed form 990 and provides a full copy to all voting members of the governing body prior to filing. A conference call is scheduled for the cpa firm and organization management to discuss the form 990 with the finance committee and to answer any questions prior to filing form 990 with the irs. The finance committee has been delegated the authority to review and approve the form 990 by the voting members of the governing body.”

“Board members, key volunteers, and key staff are notified in writing twice a year to update their written disclosures. The disclosure database is maintained electronically and anyone who has not updated their record is notified until they have done so. Additionally, before every board and committee meeting participants are asked if they have anything new to disclose. The chair of the governance group shall also have the prerogative of requesting a participant to provide further information or an explanation if the chair identifies a potential conflict of interest regarding that participant. The chair shall be guided by the most current version of the protocol for the president to use in handling potential conflict of interest issues before the aaos board of directors. Based on the information provided in the aaos orthopaedic disclosure program and/or upon a further review, the chair of the aaos governance group may determine that the participant shall: 1) disclose the potential conflict and continue to participate fully in the aaos governance group's discussions and vote; ["disclosure option"] 2) disclose the potential conflict, address any questions other members of the group have on the subject, then leave the room and not participate in further discussion and vote ["recusal from vote option"] or 3) depart from the room until the matter has been fully discussed and acted upon. ["recusal from discussion and vote option"].”

“Compensation review procedures are performed by a related organization, the american academy of orthopaedic surgeons. A compensation committee is designated by the voting members of the governing body and is charged with developing and negotiating the terms of employment and establishing the total compensation package for the chief executive officer. An evaluation process is completed annually and a recommendation is made regarding compensation that is sent to the board for approval. For all other officers, key employees, and staff positions, a market study review is performed every three to four years comparing job descriptions with other entities to determine reasonable salary ranges.”

“Governing documents and the conflict of interest policy are available on the organization's website which is open to the public. Financial statements are available through the applicable governmental agencies.”

“The president, first vice-president, second vice-president, treasurer, chair of the board of councilors, and chair of the board of specialty societies shall constitute the executive committee. The executive committee shall handle matters requiring action between board meetings. The executive committee may act on behalf of the board of directors between meetings of the board, but such actions are subject to ratification by the full board of directors.”

“The american academy of orthopaedic surgeons (academy) is the common paymaster for its own employees as well as those of the association. As such, the academy has filed all appropriate tax returns and issued forms w-2 with respect to wages it has paid as the common paymaster. The association has reimbursed the academy for its share of wages and tax payments.”

“The compensation from a related organization, the american academy of orthopaedic surgeons (academy) reported in part vii is the compensation paid by the academy for a full-time position. However, a portion of these individuals' time is devoted to the filing organization, american association of orthopaedic surgeons and is reimbursed by the filing organization based on time allocations.”

“Pac contributions to candidates -841,500.”

“This process has not changed from the prior year.”