By-Laws of OST, Inc.

ARTICLE I – NAME

The name of this corporation shall be the OST. INC.

ARTICLE II – OBJECTIVES AND PURPOSE

The objective of the OST, INC. shall be the advancement of orthopaedic surgery. Orthopaedic surgery is the medical specialty that includes the investigation, preservation and restoration of the form and function of the extremities, spine and associated structures by medical, surgical and physical means.

The purposes of this Corporation are exclusively to foster, develop, support and augment investigative knowledge or orthopaedic surgery and the prevention of disorders of the musculoskeletal system; to foster, develop, support and augment education of non-medical personnel engaged in scientific endeavors relating to the field of orthopaedic surgery, as specified in section 501 (c)(3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1954.

Further purposes are exclusively to foster, develop, support, and augment scientific or educational purposes provided, however, no part of the net earnings of the Corporation shall inure to the benefit of any member, director, or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, director, or officer shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. No substantial part of the activities of the Corporation shall be utilized in the carrying on of propaganda or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code section 501 (h), and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code or corresponding section of any future Federal tax code, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose.

Adopted June 21, 1989.

Revised 2009, 2012

ARTICLE I – OFFICES

1. The registered office of the corporation shall be…..

2. For purposes of correspondence, the corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the activities of the corporation my require.

ARTICLE II – SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words:

“Corporate Seal, Pennsylvania”

ARTICLE III – MEMBERS

1. Members shall be elected by a two-thirds vote of the membership present at the annual meeting and shall have the following classification:

A. ACTIVE MEMBERS. Active Members shall consist of Charter members, regular active members, and Associate members.

1. Charter members are those persons who were members of the O.S.T. Society (forerunner of this corporation) as of January 1, 1977.

2. Regular active members are those Orthopaedists who became members of the O.S.T. Society after January 2, 1977, or became members of this corporation after its date of incorporation.

3. Associate Members may comprise 20% of the allowable membership and shall be a non-orthopaedist. Associate members may hold office and have full voting privileges.

B. EMERITUS MEMBERS. Any active member or active Associate member who reaches sixty-five (65) years of age may become an Emeritus Member with all rights of an active member except that he cannot vote or hold office and does not pay dues. Emeritus Members are not counted in the total of sixty (60) members as stated hereinafter. Emeritus Members may be excused from presenting scientific papers.

C. HONORARY MEMBERS. Honorary Members are those persons who are designated from time to time by the Board of Directors and not subject to the payment of dues. Honorary Members have all rights of active members except they cannot vote and do not pay dues.

D. GUEST. The President has the authority to invite to any function of the Society a guest who has been recommended to them by an Active, Associate, or Emeritus member. Such guest shall be subject to payment of the registration fee for that meeting as determined by the Board of Directors.

2. Members shall have the following qualification: All persons desiring to become a member shall submit their name in writing to the Secretary together with letters of recommendation from two members or Associate members in good standing. After approval by the membership Committee of which the Secretary is Chairman, such names shall be voted upon at the annual meeting. All Active members shall be certified by the American Board of Orthopedic Surgeons.

A. Candidates for active memberships must have attended two (2) annual meetings but not necessarily consecutive meetings.

B. Candidates for Associate memberships must have attended three (3) annual meetings but not necessarily consecutive meetings.

C. Such voting on Active and Associate members may take place at the second Annual Meeting for Active members and third Annual Meeting for Associate members.

3. Number of Members. The number of active members shall at no time exceed sixty (60) persons.

4. The Board of Directors may determine from time to time the amount of initiation fee or registration fee, if any, and annual dues to be paid by Active, Associate, and Emeritus Members. Such fees are non-refundable. Any exception will be decided by the President following conference with the Treasurer.

5. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting of the Board, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of any dues or assessments for two (2) consecutive years.

6. Upon written request signed by a former member and filed with the Secretary, the board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the board of Directors may deem appropriate.

7. Membership in this corporation is not transferable or assignable.

ARTICLE IV – MEETINGS OF MEMBERS

1. Meetings of the members shall be held at such place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be fixed by the Board of Directors.

2. The annual meeting of the members shall be held at such time and place as the Board of Directors my determine when they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

3. Special meeting of the members may be called at any time by the President, or the Board of Directors, or a minimum of six (6) Active or Associate members. At any time, upon written request of any persons who has called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting which shall be held not more than sixty (60) days after receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto.

4. Written notice of every meeting of the members, stating the time, place and object thereof, shall be given by, or at the direction of, the Secretary to each member of record entitled to vote at the meeting, at least sixty (60) days prior to the day named for the meeting, unless a greater period of notice is required by statute in a particular case. If the Secretary shall neglect or refuse to give notice of the meeting, the person or persons calling the meeting may do so. In the case of a special meeting, the notice shall specify the general nature of the business to be transacted.

5. A majority of those present in person entitled to vote at a meeting of the members shall constitute a quorum at all meetings of the members of the transaction of business except as may be otherwise provided by law or by the Articles of Incorporation.

6. Any action which may be taken at a meeting of the members or of a class of members may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filled with the Secretary of the corporation.

7. Every Regular and Associate member of the corporation shall be entitled to one (1) vote. No member shall sell his vote for money or anything of value. Upon request of a member, the books or record of membership shall be produced at any regular or special meeting of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or record to be members entitled to vote may vote. The right of a member to vote, and his right, title and interest in or to the corporation or its property, shall cease on the termination of his membership.

8. Voting may be by ballot, mail or any reasonable means determined by the Board of Directors. Elections for directors need not be by ballot except upon demand made by a member at the election and before the voting begins.

ARTICLE V – DIRECTORS

1. The business and affairs of this corporation shall be managed by its Board of Directors. The Board of Directors shall number not less than five or more than seven. The officers represented by the Board shall be the President, Vice-President, immediate Past-President, Program Chairman and Treasurer. Additional officers which shall be Active or Associate members but may or may not be members of the Board of Directors include, Secretary and Member-at-Large. The Member-at-Large shall be elected by the general membership at its annual meeting and shall serve for a one-year term, subject to re-election for consecutive terms, for a maximum of three years. The Member –at-Large will serve as Chairman of the Nominating Committee.

2. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the members.

3. The meeting of the Board of Directors may be held at such times and at such places, as a majority of the directors or the President may from time to time appoint, or as may be designated in the notice calling the meeting.

4. Written or personal notice of every meeting of the Board of Directors shall be given to each director at least thirty (30) days prior to the day named for the meeting.

5. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business. Action which may be taken at a meeting of the directors may be taken without a meeting, provided that consents in writing setting forth the action to be taken shall be signed by a majority of the directors in office and filed with the Secretary of the corporation.

6. The entire Board of Directors or any number of the Board of Directors may be removed from office for just cause by the two-thirds vote of all members present at a duly called meeting of the membership. In the event that one or more directors are removed, new directors may be elected at the same meeting.

7. The Board of Directors may declare vacant the office of a director if he is declared of unsound mind by an order of court or is convicted of felony, or if within sixty (60) days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board of Directors, and fulfilling such other requirement of qualification as the By-Laws may specify. A director may also be removed from office if just cause is found by a majority of the Board.

ARTICLE VI – OFFICERS

1. The executive officers of the corporation shall be chosen by the members, and shall be a President, Vice-President, Secretary, Treasurer, Member-at-Large, and Program Chairman. They shall hold their offices for a term of three years and shall have such authority and perform such duties as are provided by the By-Laws and may be prescribed by the Board of Directors and/or the membership. The Secretary and the Member-at-Large may or may not be members of the Board of Directors. All officers are subject to re-election for two (2) additional successive terms for a maximum of three (3) terms.

2. Any officer or agent may be removed by the majority vote of the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any persons so removed.

3. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the members and directors; he shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other documents requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees and shall have the general powers and duties of supervision and management usually vested in the office of the President. He may also have the power of appointment an Adhoc committee as he sees necessary.

4. In the event of vacancy of the President, this office shall be filled by the Vice-President. The Vice-President shall also be a member of the Board.

5. The Secretary shall attend all sessions of the Board and all meetings of the members and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when require. He shall give, or cause to be give, notice of all meetings of the members and of the Board of Directors when require. He shall give, or cause to be given, notice of all meetings or the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursement, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

7. The Historian shall be elected at the annual meeting by a majority of the membership present and serve as ex-officio member of the executive committee. The duties of the Historian are to maintain a historical and photographic record of the activities of the Society.

ARTICLE VII – VACANCIES

1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred except in the vacancy of the Presidency which shall be filled by the Vice-President.

2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority vote of the remaining members of the Board, though less than a quorum, and each person so elected shall be a director until his successor is elected by the members, who may make such election at the next annual meeting of the members, or at any special meeting duly called for that purpose and held prior thereto.

ARTICLE VIII – BOOKS AND RECORDS

1. The corporation shall keep an original or duplicate record of the proceeding of the members and the directors, the original or a copy of its By-Laws, including all amendments thereto date, certified by the Secretary of the corporation, and an original or duplicate membership register, giving the names of the members, and showing their respective addresses and the class and other details of the membership of each. The corporation shall also keep appropriate, complete and accurate books or records of account. The records provided for herein shall be kept at either the registered office of the corporation in this Commonwealth, or at its principal place of business wherever situated.

2. Every member shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the membership register, books and records of account, and records of the proceedings of the members and directors, and to make copies or extracts there-from. A proper purpose shall mean a purpose reasonably related to the interest of such person as a member. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business wherever situated.

ARTICLE IX – MEMBERSHIP CERTIFICATES

Membership in the corporation may be evidenced by Certificates of Membership, in which case they shall be in such form and style as the Board of Directors may determine. They shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary, and shall bear the corporate seal.

ARTICLE X – TRANSACTION OF BUSINESS

1. The corporation shall make no purchase of real property nor sell, mortgage, lease away or otherwise dispose of its real property, unless authorized by a vote of a majority of the membership. If the real property is subject to a trust the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.

2. Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, it shall have the right to receive such income and, in so doing, may make an incidental profit. All such incidental profits shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, directors or officers of the corporation.

3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

ARTICLE XI – ANNUAL REPORT

The Board of Directors shall present annually to the members a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:

a. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.

b. The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.

c. The revenue or receipts of the corporation, both unrestricted and restricted or particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.

d. The expenses or disbursement of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.

 e. The number of members of the corporation as of the date of the report, together with a statement of the increase or decrease in such number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of the current members may be found.

This report shall be filed with the minutes of the meeting of members.

ARTICLE XII – NOTICES

1. Whenever notice is required to be given to any person, it may be given to such person either personally or by first class mail or by email to his designated address on the records of the corporation. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these By-Laws.

2. Whenever any written notice is required to be given under the provisions of the statute or the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting need be specified in the waiver of notice of such meeting. In the case of special meeting of members such waiver of notice shall specify the general nature of the business to be transacted. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE XIII – COMMITTEES

1. Membership Committee. The President shall appoint a Membership Committee to consist of the Secretary as Chairman and two (2) members from the general membership. This committee shall have the responsibility of approving the name of the person seeking membership and then submitting those names to the general membership for election at the next Annual Meeting.

2. Program Committee. The President shall appoint a Scientific Program Committee Chairman who may in turn select two (2) additional members to serve on the Program Committee. This Committee shall have the responsibility of planning and carrying out the scientific program arrangements for the Annual Meeting and any other meeting of this corporation if so designated by the Board of Directors. The President shall act as Social Committee Chairman and may, at his option, select two (2) additional members to this committee.

3. Nominating Committee. The President shall appoint a Nominating Committee consisting of three (3) persons from the general membership including the Member-at-Large currently serving on the Board of Directors, such persons to serve as the Chairman of said Nominating Committee. Nominations for all officers shall be submitted in writing to the Chairman of the Nominating Committee no later than 48 hours prior to the Annual Business Meeting. The Nominating Committee after due deliberation shall submit a slate of officers to the general membership for election at the Annual Meeting. Newly elected officers shall assume their respective offices thirty (30) days after the close of the Annual Meeting at which they were elected. All committees shall serve at the pleasure of the President appointing them and shall cease their functions at the end of their term of office.

ARTICLE XIV – MISCELLANEOUS PROVISION

1. The fiscal year of the corporation shall begin on the first day of January of each year.

2. One or more persons may participate in a meeting of the board or of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE XV – RULES OF ORDER

“Robert’s Rules of Order Revised” shall be the parliamentary authority on all matters of procedure not specifically covered by the By-Laws of this corporation or by any special rules of procedure adopted by this corporation.

ARTICLE XVI – AMENDMENTS

By-Laws may be adopted, amended or repealed by the vote of members entitled to cast at least a majority of the votes which all members present are entitled to cast thereon at any regular or special meeting duly convened after notice to the members of that purpose.