The Orthotics and Prosthetics Foundation for Education and Research
A Virginia Nonstock, Nonprofit Corporation
Effective October 1, 2022
1. Name and Status. The name of the corporation is The Orthotics and Prosthetics Foundation for Education and Research (“Corporation”); it is a nonstock, nonprofit corporation incorporated in the Commonwealth of Virginia.
2. Location. The principal office of the Corporation is located in the Commonwealth of Virginia or elsewhere as determined by the Board of Directors.
3. Purposes. The general purposes of the Corporation are to engage in any lawful act or activity for which a corporation may be organized under applicable state law and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Code). The specific and primary purposes for which this Corporation is formed include, but are not limited to, advancing the art and science of orthotic and prosthetic rehabilitation by enhancing clinical practices through professional training awards; promoting educational opportunities through academic scholarships; strengthening the body of knowledge through research grants and fellowships; and inspiring excellence through recognition of scholarly achievements.
4. Restrictions. At all times, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation (voluntary or involuntary or by operation of law), or any other provisions hereof:
a) No part of the assets or net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Corporation’s directors, officers, employees or any other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to, or for the benefit or on behalf of, the Corporation, and to make payments and distributions in furtherance of the purposes set forth herein.
b) No loans shall be made by the Corporation to any director, officer, or employee of the Corporation or any spouse, sibling or child of any such individual.
c) No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation to an extent that would disqualify the Corporation as an entity described in section 501(c)(3) of the Code.
d) The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.
e) In any taxable year in which the Corporation is a private foundation as described in section 509(a) of the Code, the Corporation: 1) shall not engage in any act of self-dealing as defined in section 4941(d) of the Code; 2) shall distribute its income for each taxable year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by section 4942 of the Code; 3) shall not retain any excess business holdings as defined in section 4943(c) of the Code; 4) shall not make any investments in such manner as to subject it to tax under section 4944 of the Code; and, 5) shall not make any taxable expenditures as defined in section 4945(d) of the Code.
f) The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
g) At no time shall the Corporation engage in any activities that are unlawful under the laws of the United States, the Commonwealth of Virginia, or any other jurisdiction where any of its activities are conducted.
h) The Corporation shall not possess or exercise any power or authority, or engage in, either directly or indirectly, any activity that would pose a substantial risk of preventing it at any time from qualifying and continuing as an entity described in section 501(c)(3) of the Code and exempt from federal income tax under section 501(a) of the Code.
BOARD OF DIRECTORS
1. Authority. The governing body of the Corporation is the Board of Directors (the “Board”), which has authority and is responsible for governance of the Corporation. The Board establishes Corporation policy and monitors implementation of policy.
2. Composition. The Board of Directors consists of eleven (11) directors, as follows:
a) Restricted Board Seats: Six (6) of the eleven (11) seats on the Board shall be reserved for directors nominated by organizations that represent the broad interests of the orthotics and prosthetics field, and shall be filled as follows: two (2) representatives from the American Academy of Orthotists and Prosthetists (“AAOP”); two (2) representatives from the American Board for Certification in Orthotics, Prosthetics and Pedorthics (“ABC”); and two (2) representatives from the American Orthotic & Prosthetic Association (“AOPA”).
b) Unrestricted Board Seats: The remaining five (5) of the eleven (11) seats on the Board shall be unrestricted and open to individuals who are unaffiliated with AAOP, ABC, or AOPA.
3. Election and Term of Office. Each year, a slate of candidates for open positions on the Board is developed (including nominations from AAOP, ABC, and AOPA) and presented to the Board by the Board Development Committee. Directors are then elected by the Board each year at its annual meeting. Directors serve three (3) year terms, staggered to the extent feasible, or until their successors are elected and qualified. A director may be elected for two (2) full successive terms, plus any partial term if appointed to complete a vacated term.
4. Resignation or Removal. A director may resign at any time by giving written notice to the Board. A director may be removed with or without cause by a two-thirds vote of the Board. If a director fails to attend six (6) consecutive Board meetings, then such director shall be automatically removed from the Board.
5. Vacancies. If a vacancy occurs on the Board for any reason, the position shall be filled for the unexpired portion of the term by the Board.
6. Compensation. Directors do not receive compensation for their services as directors, but may be reimbursed for incurred expenses in accordance with established Corporation policy.
7. Regular Meetings. The Board meets at least annually, and may provide by resolution the time, date, and place (if any) for the holding of an annual meeting and additional regular meetings of the Board without notice other than such resolution.
8. Special Meetings. Special meetings of the Board may be called by, or at the request of, the Chairperson or any three (3) directors. Notice of any special meeting of the Board shall state the time, date and place (if any) of the meeting and shall be given at least two (2) days prior to the date of such meeting.
9. Waiver of Notice. Attendance of a director at a meeting shall waive any objection to the form, timing, or lawfulness of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Notice may also be waived in writing, either before or after the meeting.
10. Remote Participation in Meetings. Any or all directors may participate in a meeting via telephone, video conference, or other electronic means of communications by which all members of the Board participating in the meeting can hear each other. Participation by such means shall constitute presence in person at the meeting.
11. Quorum. The presence of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
12. Action by Majority Vote. Except as otherwise expressly required by law or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
13. Action by Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting, if all currently seated directors consent thereto in a writing setting forth the action so taken, and the writing or writings are filed with the minutes of the proceedings of the Board. Such consent shall have the same force and effect as a properly taken vote of the Board at a duly convened meeting.
1. Officer Positions. The elected officers of the Corporation are the Chairperson, Vice-Chairperson, Treasurer, and Immediate-Past Chairperson. In addition, the Corporation may have an Executive Director, to serve as the chief staff officer of the Corporation.
2. Election and Term of Office. Each year, the Board votes to elect, from amongst itself, a Vice-Chairperson, a Chairperson, and a Treasurer (if open). The Vice-Chairperson typically, but not automatically, succeeds to the office of Chairperson; and the Chairperson automatically succeeds to the office of Immediate-Past Chairperson. Each of these positions is held for a term of one (1) year and may not be held consecutively by the same individual. The Treasurer is elected by the Board from amongst the Board and serves for a term of three (3) years.
3. Chairperson. The Chairperson is the principal elected officer of the Corporation and shall in general direct all of the business and affairs of the Corporation and shall preside at all meetings of the Board and the Executive Committee. The Chairperson shall perform all duties incident to the office and such other duties as may be prescribed by the Board from time to time. The Chairperson serves as an ex officio member of all Board committees.
4. Vice-Chairperson. The Vice-Chairperson serves as the acting Chairperson whenever the Chairperson is absent or unable to fulfill the required duties. In addition, the Vice-Chairperson supervises the preparation of meeting minutes, and the maintenance of the records of the Corporation, and otherwise discharges the duties typical of a secretary whenever necessary or desirable, and performs such other duties as may be prescribed from time to time by the Chairperson or the Board of Directors.
5. Immediate-Past Chairperson. The Immediate-Past Chairperson serves as the acting Chairperson whenever the Chairperson and Vice-Chairperson are absent or unable to fulfill the required duties. In addition, the Immediate-Past Chairperson chairs the Board Development Committee, and performs such other duties as may be prescribed from time to time by the Chairperson or the Board of Directors.
6. Treasurer. The Treasurer is the chief financial officer of the Corporation and shall be responsible for and have general supervision over the financial affairs of the Corporation. The Treasurer will oversee the preparation of financial statements and shall make periodic reports of the finances of the Corporation to the Board of Directors. In addition, the Treasurer chairs the Finance Committee, and performs such other duties as may be prescribed from time to time by the Chairperson or the Board of Directors.
7. Executive Director. The Board of Directors may employ or engage an Executive Director who is responsible for implementing and managing the Corporation’s activities, under the direction of the Board.
8. Vacancies. If a vacancy occurs among the officers for any reason, the position is filled for the unexpired portion of the term by the Board, except that, in the case of a vacancy in the office of the Immediate-Past Chairperson, the most recent Immediate-Past Chairperson shall be asked to serve.
1. Creation and Authority. In addition to the committees set forth below, the Board may establish any such other committees, advisory boards, or working groups (“committees”) as it deems necessary or desirable to carry out the work of the Board and the Corporation. Only committees consisting solely of directors may be committees of the Board and may be delegated Board authority. All other committees shall not have or exercise the authority of the Board, but may advise and make recommendations to the Board.
2. Executive Committee. Between meetings of the Board of Directors, the Executive Committee shall have, and may exercise, so far as may be permitted by law, all of the authority of the Board of Directors in the management of the Corporation. The Executive Committee shall be chaired by the Chairperson, with the officer positions of Vice-Chairperson, Treasurer and Immediate-Past Chairperson serving as members of the committee. In addition, the Board may annually elect up to one additional member, from amongst the sitting directors, to serve for a one-year term on the Executive Committee.
3. Research Committee. The Research Committee shall have responsibility for developing guidelines for and overseeing the Research arm of the Corporation and shall present to and be responsible for advising the Board of Directors on all matters regarding research. The Research Committee shall be comprised of not less than five members, who need not be directors, except that the Chairperson of this committee shall be a director, preferably with a background in research.
4. Education Committee. The Education Committee shall have the responsibility for developing guidelines for and overseeing the Education arm of the Corporation and shall present to and be responsible for advising the Board of Directors on all matters regarding education. The Education Committee shall be comprised of not less than five members, who need not be directors, except that the Chairperson of this committee shall be a director, preferably with a background in education.
5. Finance Committee. The Finance Committee shall have the responsibility for developing guidelines for and overseeing the Finance and Investment arm of the Corporation and shall present to and be responsible for advising the Board of Directors on all matters regarding financial management and accounting. The Finance Committee shall be comprised of not less than five members, who need not be directors, except that the Chairperson of this committee shall be the Treasurer.
6. Fundraising Committee. The Fundraising Committee shall have the responsibility for developing guidelines for and overseeing the development activities of the Corporation and shall present to and be responsible for advising the Board of Directors on all matters regarding marketing and fundraising activities. The Fundraising Committee shall be comprised of not less than five members, who need not be directors, except that the Chairperson of this committee shall be a director.
7. Board Development Committee. The Board Development Committee shall be responsible for recruiting and developing a slate of nominees for both restricted and unrestricted Board seats needing to be filled, and also for Board orientation and development. This committee is composed of the Immediate-Past Chairperson, who chairs the committee, along with the Vice-Chairperson, and one additional director appointed by the Board.
1. Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent, or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer.
3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.
4. Fiscal Year. The fiscal year of the Corporation shall be from January 1 to December 31.
INDEMNIFICATION AND INSURANCE
1. Indemnification. The Corporation shall indemnify each of its directors and officers to the full extent permitted by law, and shall advance the costs of defense to such indemnified persons to the full extent permitted by law. The Corporation shall also have power to make any other indemnification and advancement of defense costs that is permissible under the law and authorized by resolution of the Board.
2. Insurance. The Corporation shall maintain liability insurance and insurance to cover the handling of funds by officers, directors, and employees of the Corporation. The Corporation shall also procure additional insurance in amounts and types as determined by the Board.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account, including minutes of the proceedings of its Board and Board committees.
Amendments to these Bylaws may be made by the Board of Directors at a meeting where a majority of the Directors participate and where the amendments carry by a two-thirds vote.