Proposed Governance Changes | American Academy of Orthopaedic Surgeons

AAOS is proposing changes to modernize its governance to ensure that AAOS is better able to face the challenges ahead in serving our members, their patients, and the profession.

Enable a well-informed and high-performing Board that has the most complete information to support our mission.

Create an agile, responsive, and efficient volunteer leadership structure that serves our members and the MSK community to provide the highest quality of care.

Help the AAOS remain the voice for all orthopaedic surgeons.

Highlights of the Proposed Bylaws Changes

Click to enlarge.

Frequently Asked Questions

Why are changes to the bylaws necessary?

Q: Why are changes to the bylaws necessary?

A: Our current bylaws are cumbersome and do not align with our current needs. The last comprehensive update was approved in 1996! The scope and pace of change in the MSK community and in healthcare has accelerated. In this dynamic environment, governance changes are necessary to break down barriers to thoughtful leadership and efficiency; streamline roles and responsibilities; and provide the Board with a more flexible, rapid and agile, decision-making process. The changes will also help us better incorporate feedback from Fellows and make leadership opportunities more broadly accessible. With the changes, we can ensure that AAOS operates in a nimble, adaptable, and flexible way to meet the needs of our members and our ability to take care of patients.
Are both the Academy and Association bylaws changing?

Q: Are both the Academy and Association bylaws changing?

A: Yes, both the Academy and the Association bylaws are changing in parallel.
Will the voting rights for any of our members change?

Q: Will the voting rights for any of our members change?

A: The AAOS is a member driven organization and yes, the goal is to focus on Active Fellows who are practicing orthopaedic surgeons. In the proposed bylaws only Active Fellows will have voting privileges as only active members pay dues. This is intended to increase engagement and participation of our members that is critical to the success of the AAOS. Active Fellows will apply the lens of current challenges in MSK care as they vote. We value the wisdom and experience of Emeritus Fellows and will continue to welcome their contributions through other channels, but they will no longer have voting privileges and pay no dues. Additionally, focusing voting rights to Active Fellows encourages them to be more involved and helps AAOS be more strategic.This also helps to overcome stagnation and that could inhibit our progress in supporting active surgeons and care of their patients.
Is the role of BOC and BOS being diminished? Without their involvement on the AAOS Board, won’t power be vested in the hands of a select few?

Q: Is the role of BOC and BOS being diminished? Without their involvement on the AAOS Board, won’t power be vested in the hands of a select few?

A: The BOC and BOS are being maintained and will likely self-determine some changes in their structure to make sure that all practice types are represented. AAOS has been and will continue to be a Fellow-driven organization. The Board will continue to lead by hearing all voices from the field and the BOC and BOS are critical to this process. The amendments propose changing from three voting members of each group to one voting member and two nonvoting members. These changes were recommended by the respective BOC/BOS Board members to help alleviate the tension of the fiduciary responsibility of a voting member, and the desire to speak and advocate in a representational way. A review of Board voting results from the past decade shows that the outcome of votes taken would not have changed based on this proposal. The purpose is to allow representatives chosen by these groups to speak in a representational way and have the ear of the Board.
Why are we making bylaws changes now? Aren’t there more important things that need attention?

Q: Why are we making bylaws changes now? Aren’t there more important things that need attention?

A: The bylaws changes are foundational and provide the framework for culture and governance improvements that the AAOS strategic plan calls for. The changes also ensure that the future focus of leadership can remain on critical issues while procedural and operational matters are delegated to the appropriate levels for oversight and management.
Does streamlining bylaws and leadership structures mean we are overlooking important issues or restricting decision making to fewer people?

Q: Does streamlining bylaws and leadership structures mean we are overlooking important issues or restricting decision making to fewer people?

A: Not at all. The bylaws changes have been carefully considered to ensure compliance with relevant laws and regulations and align with the highest standards for professional societies. These changes are strictly Board driven and in the best interest of our members and their patients. By introducing process efficiencies, we will be able to better focus on the critical issues, include all voices, and ensure transparency and communication to make AAOS more nimble, relevant, and effective in meeting Fellow needs.
How will the nominating process work?

Q How will the nominating process work?

A: The Nominating Committee will be a committee of the Board and have eight members. Four members will be Active Fellows nominated and elected by the membership and three will be appointed by the Board (three members of the Governance Committee). The Chair of the committee will be the Second Past President. This group will propose a candidate and an alternate to the Board. This will allow current Board members who have a deep understanding of the needs of the Board at that time to give their perspective on the skill sets needed based on a board assessment process. Additionally, a Fellow may serve on the Nominating Committee only once in the elected capacity which will diminish the influence of a small group and allow better representation. This process should limit the politics of popularity and place Fellows on the Board who have experience in the organization and fill the skill sets needed that year. This will allow a similar process to how the laypersons are chosen, based on filling the needs that year.
How were the proposed changes to the bylaws developed?

Q: How were the proposed changes to the bylaws developed?

A: The proposed changes were developed through an extensive, collaborative, comprehensive and transparent review process by the Board of Directors that included input from many AAOS Fellows as well as several legal advisors. The changes have been developed, reviewed, and approved by the AAOS Board of Directors.
What is the timeline for the approval of the new bylaws?

Q: What is the timeline for the approval of the new bylaws?

A: An amendment to approve the updated bylaws will be submitted on September 3, 2024 per the current Bylaws and considered by the BOC and BOS at the Combined NOLC/Fall Meeting. All eligible AAOS Fellows will also have the opportunity to comment on the updated bylaws during the Open Hearing held at the AAOS Annual Meeting. All eligible AAOS Fellows will have the opportunity to vote on the submitted amendments following the 2025 AAOS Annual Meeting. At least 10% of the current Fellowship must vote on each proposed amendment. Of those voting, at least two-thirds must vote in favor of the proposed bylaws amendments to be adopted.
How can Fellows provide feedback on the proposed changes?

Q: How can Fellows provide feedback on the proposed changes?

A: Fellows attending the 2025 Annual Meeting can provide comments on the bylaws during the Bylaws Committee’s Open Hearing. Fellows can also provide feedback through a website form as well as through conversations with their BOC or BOS representatives or individual AAOS Board Fellows. We will ensure that all feedback is considered by the AAOS Board Directors and addressed through appropriate channels.
Where can I find the full text of the proposed bylaw changes?

Q: Where can I find the full text of the proposed bylaw changes?

A: The full text of the proposed bylaws are available on the AAOS website.
Who can I contact if I have further questions or need more information?

Q: Who can I contact if I have further questions or need more information?

A: Please contact Donna Malert, Director of Governance, at malert@aaos.org.
How will future bylaws and standards of professionalism be brought forward?

Q: How will future bylaws and standards of professionalism be brought forward?

A: The AAOS has grown significantly larger and more complex than it was during our last major bylaws update in 1996. To modernize the process for providing member feedback for change, recommendations for item updates will have two options. An update or amendment will need to assemble support from the Board with a 2/3 approval vote or submission by 10% of Active Fellows. This is similar to public state and local government-based referendums to be placed on the ballot where a representative number of people must endorse the update rather than a very small group. When a good idea arises, it will have the opportunity to be enacted. Currently we allow a small number of Fellows to submit an idea and only 10% of Active Fellows vote. This update will ensure major changes are supported by a meaningful number of active AAOS Fellows before debating their adoption.
How will resolutions be handled?

Q: How will resolutions be handled?

A: Everything that is not in the now streamlined bylaws will be dealt with in a procedures book that will be accessible to the Fellows. As a bylaws change is not needed to make changes to the procedures, future boards will be able to adapt any process going forward quickly.

More Resources

Upcoming Town Halls

Check this space for virtual town halls — coming soon!

Proposed Academy Bylaws

Proposed Association Bylaws

Current Academy Bylaws

Current Association Bylaws

Share Your Feedback

Questions? Contact Donna Malert at malert@aaos.org.