BYLAWS OF THE LAMPLIGHTERS ORTHOPAEDIC ASSOCIATION

Adopted 1957, Amended 1980s, 2008, 2012, 2014, 2015, 2017, 2018, 2019, 2024 

Article I Name

The name of this organization shall be: The Lamplighters Orthopaedic Association (LOA) Inc.

The Motto shall be: "Strong as Ox and almost as smart"

The Lamplighters Orthopaedic Association is an Illinois Not-for-Profit Corporation, incorporated in 1963 and granted 501(c)(3) status as a Public Charity 509(a)(2) on July 18, 2024 by the Department of the Treasury Internal Revenue Service Tax Exempt and Government Entities.

Article II Mission Statement

The mission of the Lamplighters Orthopaedic Association (LOA), Inc. is to serve as a premier organization focused on education and research in the field of Orthopaedics. The LOA accomplishes its mission primarily via conferences where past, current and future leaders in the profession convene for the purposes of advancing the discipline of Orthopaedics, through continuing education and collegial interactions among members and their guests. The LOA also serves a valuable function as a resource for mentoring future leaders in Orthopaedics. 

Article III Membership

Section I – Eligibility

Orthopaedic Surgeons and Individuals who have made substantial contributions to Orthopaedics shall be eligible for membership.

Section II- Categories of Membership

A. Active Member - Currently in active orthopaedic practice or actively making a substantial contribution to Orthopaedics

B. Senior Member - Retired from orthopaedic practice or retired from the job in which they made a substantial contribution to Orthopaedics, reaching age 65 and a minimum of 5 years as an Active Member. Additional requirements shall include;

Senior Members shall come from the Active Member list. They will have full privileges, vote and attend all meetings of the association.

C. Emeritus Member - Individually granted by the Association to Senior Members – retired, inactive or infirm. Emeritus Members have no meeting attendance, dues or assessment obligations. 

^{D. Flames - Spouses/significant others of Active, Senior, Emeritus or deceased members. Flames shall be eligible to serve as Association Officers as well as chairs/members of Association Committees, Task Forces or Work Groups. They shall also be eligible to participate in the Scientific Sessions of each Annual Meeting as presenters or attendees.} 

^{E. Candidates - proposed for membership, including willingness to become members but have not yet attended an Annual Meeting.}

^{Section III - Membership Limitation}

^{A. The membership shall not exceed 35 Active members}

^{B. There shall be no limitation on the number of Senior or Emeritus Members}

^{C. Membership numbers may be changed by a two-thirds majority vote of the Members present at the Annual Meeting.}

^{Section IV - Member Recruitment}

A. Proposed candidates for membership, with a summary of their qualifications, will be provided to the Executive Director no later than 9 months prior to the next annual meeting for submission to the Membership Committee for vetting prior to presentation at the next Annual Meeting.

B. The Candidate shall be considered Active only after attendance at their first Annual Meeting and confirmed to membership by the Association members present at the annual meeting.

Section V - Termination

^{A member may be expelled from the Association for the following reasons of:}

A. While there is no requirement to attend meetings, however, after failure to attend 3 consecutive Annual Meetings a letter may be sent to confirm the interest of said party to continue as an Active or Senior member.

B. Action deemed sufficient cause by a 2/3rds majority of the membership attending the annual meeting shall be referred to a judicial committee duly appointed by the Executive Committee for examination of the case. The Judicial Committee shall provided the member within thirty days' notice of a closed hearing to be held for the purposes of determining the individual's contunuation as a member. 

The member shall receive notice of the meeting by registered mail with a return receipt requested. The member may present documentation or other relevant evidence in defense of his continuation of membership. Such evidence shall be delivered to the Executive Director. 

The recommendation of the Judicial Committee shall be delivered to the Executive Committee which will vote by closed ballot whether to accept the report of the Judicial Committee. A simple majority decision of the Executive Committee shall be final. 

C. Failure to pay the annual dues adopted by the membership unless otherwise exempt.

^{Article IV Dues, Contributions/Grants and Assessments}

^{Section I - Dues}

^{There will be an annual dues paid by Active and Senior members. The dues amount shall be adopted by the members as necessary to support the operating expenses of the Association.}

^{The annual dues amount shall be presented to and adopted by a simple majority of the members attending the Annual Busienss meeting of the Association.}

^{Emeritus Members are exempt from dues}

^{Section II - Assessments}

^{Lamplighters Orthopaedic Association Meeting Reserve Fund:}

^{The organization will maintain a Meeting Reserve Fund to be used by the Annual Meeting Planning Committee to underwrite the upfront costs incurred by future meetings. The Reserve Fund will be replenished each year by money collected from the members who attended that year’s meeting.}   

At least every 3 years, the executive committee will review the annual meeting costs with the target of maintaining the Meeting Reserve Fund balance at a minimum of 80% of typical meeting expenses. The Annual Meeting Committee will monitor and make recommendations to the Executive Committee designed to maintain the requisite Meeting Reserve Fund balance.

If significant shortfalls in the LOA Meeting Reserve Fund are identified, the Executive Committee will submit a proposal for an assessment of the membership at the next annual business meeting. Approval of the proposed assessment will require a 2/3rds affirmative vote of the members present at that annual business meeting.

Section III - Contributions /Grants

Contributions/Grants- Contributions/grants to the Lamplighter Orthopaedic Association that conform to the IRS Tax Code for Public Charities are acceptable. Such contributions/grants shall be allocated by the Executive Committee in conformity with the IRS Tax Code for Public Charities.

^{Article V Officers and Committees}

^{A. There shall be an officer who serves as President of the Association for a three (3) year term, elected by the Association members attending the Annual Meeting. The President may be re-elected by the members attending the Annual Meeting for one additional three (3) year term.}

The duties and responsibilities of the President shall be as follows:

1. Overseeing the affairs of the association

2. Preside over the Annual Business Meeting of the LOA

3. Chair the Executive Committee and 501(c)(3) Steering Committee

4. Provide a summary annual report to the membership

5. Appoint Committees,Task Forces and Project Teams as necessary

6. Appoint the LOA Historian

^{B. There shall be an officer who serves as Vice President of the Association for a three (3) year term, elected by the Association members attending the Annual Meeting. The Vice President may be re-elected by the membership attending the Annual Meeting for one additional three (3) year term.}

The duties and responsibilities of the Vice President shall be as follows:

1. Assist the President in LOA Business

2. Perform duties and responsibilities of President in the event that the President is unable to execute their duties and responsibilites

3. Serve as a Member of the Executive Committee and 501(c)(3) Steering Committee

C. There shall be a Treasurer of the Association who shall serve for a three (3) year term. The Treasurer may be re-elected by the members attending the Annual Meeting.

The duties and responsibilities of the Treasurer shall be as follows:

1. Execute the financial affairs of the Association

2. Maintain the Association bank accounts

3. Member of th Executive Committee and 501(c)(3) Steering Committee

4. Make an Annual Treasurer's report at the Annual Business Meeting 

^{D. There shall be a Secretary of the Association who shall serve for a three (3) year term. The Secretary may be re-elected by the members attending the Annual Business Meeting.}

^{The duties and responsibilities of the Secretary shall be as follows:}

^{1. Oversee the proper documentation of Association meetings}

^{2. Coordinate the publication of notices of Association meetings}

^{3. Confirm that Association records are appropriately maintained at least annually}

4. Confirm that the Association submits the legal filings and conforms to the state and federal regulations required of a 501(c)(3) organization.

5. Member of the Executive Committee and 501(c)(3) Steering Committee

^{E. There shall be an Executive Director of the Association who shall be elected on an annual basis at the Annual Meeting.}

The duties and responsibilities of the Executive Director shall be as follows:

1. Handle all administrative and management aspects of the organization.

2. Handle special projects on a case by case basis

3. Serve as an ex officio officer for all organizational units established for the Association.

4. Compile reports and coordinate communications to the membership as necessary

5. Chair the Annual Meeting Planning Committee

6. Serve as ex officio member of the Executive Committee

^{F. There will be an Historian who will be appointed by the President.}

The duties and responsibilities of the Historian shall be as follows:

1. Maintain and record the Association's history

2. Keep the Association's digital presence up to date and responsive to member's needs

G. There shall be an Executive Committee that shall be Chaired by the Association President and shall consist of the Vice President, the Treasurer, the Secretary, the Executive Director, the Host for the coming year's meeting for one year, and the at Large Member appointed by the President for three (3) years. The Executive Committee is repsonsible for conducting and monitoring the affairs of the Association between annual business meetings.

H. There shall be an Annual Meeting Planning Committee that shall be chaired by the Executive Director and shall consist of the next annual meeting host couple, the last meeting host couple and the next future meeting host couple. 

The purpose of this committee is to provide continuity and logistical support to future hosts to the Annual Meeting. This will include monitoring the LOA Meeting Reserve Fund and making recommendations to the LOA Executive Committee regarding actions necessary to maintain an adequate Fund balance as defined in Article IV, Section II. They will meet as necessary to facilitate the planning process.

I. There shall be a Program Committee that shall be chaired by the hosts of the next annual meeting. The term of the Chairs of this committee will immediately start at the conclusion of the meeting that precedes their meeting and their term will end immediately following the conclusion of their meeting. The Program Committee will be responsible for the development and execution of the Scientific and Social agendas for the upcoming meeting. The members of the Program Committee shall serve a term of one (1) year and shall be appointed annually by the Chairs of the Program Committee.

J. There shall be a Membership Committee consisting of a Chairperson appointed by the Association President and three (3) members who will be selected by the Chair of the committee. Members including the Chairperson will serve a staggered three (3) year term.

The Committee shall actively encourage the Association members to recruit new members, receive all proposals for membership, vet the candidates, report decisions to the Executive Director in a timely manner (6 months prior to the next meeting). The committee will consider the potential contributions to the association, diversity and geographic distribution when recommending new candidiate members to the Membership.

The Chair of the Membership Committee will give a report to the Association members present at the Annual Meeting.

K. There shall be a 501(c)(3) Steering Committee that oversees the operation and function of the 501(c)(3) not-for-profit status of the organization.

The committee shall be composed of a Committee Chair (appointed by the President of the LOA), the officers of the LOA, and any other members-at-large as shall be deemed appropriate and as appointed by the President of the LOA.

The committee shall be charged with the following duties:

a. Ensuring compliance with IRS reporting and maintenance of tax exempt status of the organization.

b. Overseeing the community outreach in the locations where the annual meeting convenes.

The committee may develop Policies and Procedure separately from these Bylaws to create and maintain smooth and effective guidelines for the work it does.

^{Article VI Meetings}

There shall be one Annual Meeting. The President will prepare, and the Executive Director distribute an agenda of Association business matters that will be discussed at the Annual Meeting. Any member who presents original scientific work before the group may submit an abstract of the work to be filed by the Executive Director. It is the policy of the LOA that the host of each Annual Meeting encourages local orthopaedic surgeons to participate in the scientific sessions both as presenters and attendees with the goal of disseminating orthopaedic scholarship beyond the confines of the Association.

^{Article VII Amendments}

These Bylaws may be amended by a two-thirds (2/3rds) vote of the membership present at the Annual Business Meeting of the Association. 

End of BYLAWS 

EXHIBIT

Organizational Structure

2024

Attached here for purposes of convenience. This Exhibit is not a part of the Association Bylaws

Officers of the Association

PRESIDENT                                                               Ed Toriello

VICE PRESIDENT                                               James Keeney

TREASURER                                                       Liz Simmons

TREASURER-ELECT    Katie Halsey

SECRETARY                     David Leibowitz

ASSISTANT SECRETARY                             Michael Klassen

Executive Director

Helayne Williams

2024-2025 EXECUTIVE COMMITTEE OF THE ASSOCIATION

CHAIR                                               Ed Toriello

EXECUTIVE DIRECTOR          Helayne Williams

AT-LARGE                                         Noah Finkel

VICE CHAIR                                 James Keeney

TREASURER                                Liz Simmons

SECRETARY            David Leibowitz

2025 MEETING HOSTS Eli and Judy Powell

2024-2025 MEMBERSHIP COMMITTEE OF THE ASSOCIATION

CHAIR                           Ramon Jimenez

MEMBER                               Kevin Plancher

MEMBER                                 Susan Bukata

MEMBER                 Sabrina Strickland

2024-2025 ANNUAL MEETING COMMITTEE OF THE ASSOCIATION

CHAIR                             Next Annual Meeting Hosts Eli and Judy Powell

MEMBER               Last Annual Meeting Hosts Jason and Gin Stoneback

MEMBER              Next Future Annual Meeting Hosts Danny and Jill Guy

EXECUTIVE DIRECTOR                                                Helayne Williams

HISTORIAN

Bill McMasters

Gin Stoneback - Web Master

David Halsey - Assistant Historian

2024-2025 501(c)(3) Steering Committee

CHAIR

   Robert Slater

MEMBERS

Ed Toriello

Helayne Williams

James Keeney

Liz Simmons

Sandy Gordon

Ramon Jimenez

Mary Allan

David Leibowitz