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CAOS - USA Society for Computer Assisted Orthopaedic Surgery

BY – LAWS and Constitution OF CAOS USA, INC

The undersigned, acting as incorporator to form a nonprofit corporation under the provisions of the Code of Florida adopts the following Bylaws and articles of incorporation:

ARTICLE I

Name: The name of the corporation is:

Computer Assisted Orthopaedic Surgery USA, INC , thus called CAOS- USA is a non-profit corporation, incorporated in the state of Florida. The Tax ID number is: 27- 0580031

ARTICLE II

Purpose:

Educational and Charitable:

  1. Seek donation and/ or acquire medical equipment, medical supply and any related material needed to improve and promote computer assisted orthopedic surgery according to state and federal laws and regulations.
  2. Seek monetary donations from the public, businesses and corporations including grants that are available from government and private sector to promote and improve computer assisted orthopedic surgery science.
  3. Assist with trips, research or work of medical professionals in providing medical training and education in the field of computer assisted surgery..
  4. Organize charitable fund raising activities to assist in achieving the objectives of this nonprofit education charity.
  5. Hold annual meetings that will serve as a forum for clinical and research information exchange in the field of computer assisted orthopaedic surgery.
  6. Establish a web site, medical journal and other means that will promote education on the subject of computer assisted surgery in the USA.
  7. Collaborate with other corporations or entities that share the same objectives as CAOS USA.
  8. All income or donations to CAOS USA shall be dealt with or distributed in accordance with the statute of a (501) non profit tax exempt corporation as set by federal and state laws and regulations.

ARTICLE III

Perpetual:
The corporation shall exist perpetually.

ARTICLE IV

NON-PROFIT

NON-STOCK

This corporation is non-stock, and shall not have the power to issue shares of any type or proprietary interest in the corporation. It is a not for profit corporation as defined in the laws of Florida. It is not formed for pecuniary profit. No part of the income is distributed to members or officers or directors, except to the extent permissible under the law.

ARTICLE V

ACTIVITIES:

No part of the net earnings of the corporation shall inure to the benefit of its members, but the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article II hereof. No substantial part of the activity shall carry the propaganda or attempt to influence legislation, nor shall it carry any activities not permitted under Section 501(c) (3) of the Internal Revenue Code.

ARTICLE VI

MEMBERS:

The corporation shall have voting members (hereinafter “active members”) who shall be elected by other active members. The corporation may have a non-voting member.

A. Voting Members:

A person shall be an American citizen who is in the field of computer assisted surgery to qualify to be an active member. Shall be with moral, ethical and professional qualifications. Active member shall have the right to vote on all propositions, election of officers and directors, hold office and privilege to attend all activities set forth by the corporation within the limits of the Constitution and Bylaws. Voting members shall pay annual membership fee.

B. Non Voting Members:

  1. Associate Member: A person or corporation in the medical field or related to it, that demonstrates an interest in computer surgery. Such member will have similar privileges and appointment process as of the honorary member.
  2. 2. Honorary Member:It is any person that within the judgment of the Board of Directors has shown to be worthy of having all the privileges of an active member except that they do not vote nor can they hold an office. The board of Directors or the president of the corporation can choose honorary member. Fees or donations are optional.

Section 1:

Procedure for election or appointment to Board of Directors:

All potential board members shall fill an application form and provide a written resume.
The applicant’s signature on the application form shall constitute the acceptance of all the rules and regulations of CAOS-USA.
The membership director shall keep all application forms.
The Board of Directors has the power to approve or reject any applicant that does not qualify.
CAOS-USA, acting through the Board of Directors shall be the sole Judge of moral ethical, and professional qualifications requisite for admission to or continuation of membership in this corporation.
All new members shall be accepted after filing the application form, and had a majority vote of the Board of Directors.

Section 2:

Termination of Membership:

This takes place by resignation in writing, or misconduct legally or professionally that constitute a bad image on the reputation of the corporation.
The Board of Directors by a majority vote shall have the sole right to terminate the membership of any member if there is sound justification for these actions within the provision of the BY-LAWS.

Section 3:

No member of CAOS-USA shall be personally liable for any indebtedness of the corporation.

ARTICLE VII

BOARD OF DIRECTORS:

The management of the corporation shall be vested in the Board of Directors. The number, the privileges and the duties of each director shall be governed by the Bylaws of the corporation not to breach any state or Federal rules and Regulations. Member in the board of directors may hire employees and seek volunteers. They may engage in any legal business and day to day operation that will solely serve the purpose of the non profit corporation.

Section 1:

The Board of Directors shall hold a meeting at least annually. Written notice shall be sent to all the directors at least two weeks in advance.
Emergency meetings shall take place upon the discretion of the President or the majority of the board of directors.

Section 2:

The names of the initial board of directors are submitted to Florida Department of State.

Section 3:

Board of Directors shall elect all future officers every three years in December. FUTURE president and vice president must have served in the corporation for at least three years.

Section 4:

Amendments:

Any member of the Board of Directors has the right to submit any proposal of amendments to the by-laws to the board of directors. Such amendments shall take place if the majority of the board of directors approved it. NONE OF THE AMENDMENTS SHALL BE OF THE NATURE THAT MIGHT ALTER THE NON PROFIT (501) STATUS OF CAOS – USA.

DUTIES OF THE BOARD OF DIRECTORS:

Section 1:

President:

  1. Shall be the spokesman of CAOS-USA.
  2. Shall preside on all meeting of CAOS-USA. With the right to vote.
  3. Shall chair and hold executive meetings of the officers to establish the scientific, social, charitable and educational programs for the year and any other business that may come before the board of directors.
  4. May call for emergency meeting.
  5. Shall arrange and coordinate transactions with different suppliers for acquisition and delivery of any and all material pertaining to promote the purpose of CAOS –USA.

Vice Presidents:

  1. Assists the president in achieving the goals of CAOS-USA.
  2. May fill the vacancy of the president in cases of death or resignation or unexpected absence and perform his/her duties.
  3. Will be the next president of CAOS USA.

Section 2:

Membership Secretary:

  1. Shall keep membership files and related database.
  2. Present to the board all matters pertain to accepting or rejecting any member.

Executive Secretary:

  1. Is in charge of all correspondence of CAOS-USA incoming and outgoing.
  2. Keep records of all of the minutes of meetings.
  3. Shall be in charge of all fliers and advertisements for the corporation.
  4. Attend all the meetings of CAOS-USA.
  5. Coordinate with the legal advisor in all matters pertaining to maintain the 501 (C)(3)

Section 3:

Treasurer/ Associate Treasurer:

  1. Shall be the custodian of the funds of the corporation, and keep account of the same.
  2. Shall demand and receive all funds due the corporation and shall give proper receipt thereof.
  3. Shall receive all bequests and donations made to the corporation with adequate record keeping to make it available to the board of directors in the regular meetings. Such funds shall be deposited in the bank under the name of CAOS-USA.
  4. Expenses shall be paid according to the constitution and bylaws of CAOS-USA as recommended by the Board of Directors.
  5. May request an audit by a professional to satisfy local authorities like the IRS.
  6. Shall render a financial report in writing with proper filing of taxes annually by hiring a professional.
  7. Shall coordinate with the legal advisor in all matters pertaining to maintain the 501 (C)(3) of CAOS –USA Corporation.

Section 4:

Program Director:

  1. Shall coordinate public relation activities including fund raising and recruiting volunteers.

Section 5:

Legal Advisor is hired on per needed bases to ensure compliance with all the laws and regulations that will maintain the non profit 501(C)(3).
Shall provide legal advice on all operations of CAOS-USA.

ARTICLE VIII

INDEMNIFICATION:

The corporation shall indemnify each officer and Director to the full extent permitted by the laws of Florida – USA.

ARTICLE IX

DISSOLUTION:

Upon dissolution of the corporation, the board of directors shall, after paying all debts, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner as to serve the purpose of 501(c)(3) code of the internal revenue in education and charity provisions.

ARTICLE X

COMMENCEMENT:

The date the corporation shall exist is the date of subscription and acknowledgment of these Articles of incorporation.

ARTICLE XI

INCORPORATOR:

NAME: Sam Hakki, MD

ADDRESS: 9TH STREET NORTH, Box 22429, ST. PETERSBURG,FL 33742

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