Overview:
AAOS published its Proposed Governance Changes on its website and members aren’t happy.
The American Academy of Orthopaedic Surgeons (AAOS) has published its Proposed Governance Changes on its website and members have begun speaking out against the proposed changes.
According to the AAOS website, AAOS is “proposing changes to modernize its governance to ensure that the AAOS is better poised to face the challenges ahead in serving its members, their patients, and the profession.”
Proposed changes impact the following: bylaws scope, focus on active fellows, board nominations, and board committees. The proposed changes do not make changes to board compensation.
According to the AAOS Highlights of Proposed Bylaws Changes, the bylaws will be “streamlined” to 33 pages and will “focus on the most important leadership and operational issues while meeting legal requirements.” The current bylaws are 68 pages and include procedural details.
The Highlights also elaborates that only active fellows “will be entitled to vote on any matter that requires a Fellowship vote.” This changes the current state of allowing active fellows as well as inactive fellows and emeritus members to vote.
The proposed changes to board nominations includes a “streamlined process for Nominating Committee.” It also includes an eight-member Nominating Committee with four members appointed by the Board and four active fellows nominated and voted by the Fellowship.
The proposed changes to the board committees includes changing the Governance Committee and Bylaws Committee to standing committees of the Board. Currently only the Nominating Committee and Membership Council are designated as standing committees.
In response to the proposed bylaws changes, Kevin Plancher, M.D., MPH, FAOA, FAAOS, FACS published cliff notes to highlight the potential implications of the proposed changes to the AAOS bylaws. Dr. Plancher is an orthopedic surgeon and global educator. (https://www.linkedin.com/pulse/implications-proposed-changes-aaos-bylaws-kevin-iljqe/)
In his cliff notes, Dr. Plancher provides a Summary of Implications. Per the Summary of Implications, “The proposed changes shift significant power to the Board of Directors [BOD] while reducing the input and influence of the general members (Fellowship). Key areas of concern include:
- Reduced voting rights and due process protections for members.
- Loss of Fellowship control over leadership selection.
- Elimination of mechanisms for Fellows to directly influence policy (e.g., resolutions).
- Weakening or elimination of independent advisory bodies like the BOC and BOS.
These changes will isolate the BOD from the Fellowship and create a less democratic governance structure.”
OTW spoke with Dr. Plancher about the proposed changes. Dr. Plancher told OTW, “Each member prior to the proposed changes may vote and make a difference in decisions. Now their vote will be minimized, and the mantra will be just trust us.”
Dr. Plancher continued, “The BOS [Board of Specialty Societies] and BOC [Board of Councilors] have decision making capability today like the house and senate in the U.S. government.”
According to Dr. Plancher, under the new bylaws, the BOS and BOC would “become only advisory and so their power and removal of their charter from the bylaws is monumental.”
Dr. Plancher added, “I have tried to help with my cliff notes. A ballot is coming out within 60 days after the annual meeting and hopefully the membership will vote ‘no’ on all bylaws to maintain a democratic involved organization.”
Dr. Plancher emphasized, “The lack of transparency was evident. Placing these changes on a website and not having discussions with such dramatic and drastic changes is hoping that few notice.”
Dr. Plancher is not the only person to oppose the changes.
Edward A. Toriello, M.D., a New York-based orthopedic surgeon with 45 years of experience and former member of the AAOS executive leadership team, commented on the cliff notes, “I concur with Kevin’s analysis as stated in his Cliff Notes.”
Dr. Toriello explained, “These Bylaws changes represent a radical change in direction for the AAOS from a member-driven, member-focused organization to a top down autocratic governance structure with little to no opportunity for the Fellowship to influence policy. Although the statistics are a closely guarded secret, members are voting with their feet with almost no one attending the Annual Meeting and Academy membership hovering around 85% of eligible orthopaedists in the country (down from 98%).”
Dr. Toriello continued, “If this resonates with you then tell your colleagues to read Kevin’s Cliff Notes and ask them to vote ‘NO’ in May when these Bylaws proposals will be on the ballot. The Board needs 2/3rds of the fellows who vote in May to pass these Bylaws which means that a small group of incentivized Fellows can make a difference.”
AAOS comments on and corrects Dr. Plancher’s quotes in this article. These comments came to OTW by way of a March 19th letter from AAOS Leadership. These are direct excerpts from the letter:
“Bylaws changes do not change board compensation – Was this intended to be Board compensation, staff compensation or board composition?
• In response to the key concerns outlined:
o Loss of fellowship control over leadership selection
o As exclusive fiduciaries of the AAOS, AAOS Board members are most well versed on the needs of the AAOS to align with its strategic plan; as practicing orthopaedic surgeons, Board members are in tune with the needs of members, as they face many of the same issues/concerns themselves.
o The Board is also the most well versed on the skillsets needed for leadership to fill any knowledge gaps.
o A variety of mechanisms are in place for Fellows to provide feedback to the Board.
o Board of Councilors (BOC) and Board of Specialty Societies (BOS) each have three voting seats on the Board – representative of the state and specialty societies, as an additional mechanism for the Board to hear from its members.
o Elimination of mechanism to directly influence policy – resolutions
o Resolutions have been grossly abused. Once an important mechanism, it has become a tool to force the board to act on entirely mundane matters that have no impact on policy.
o Following adoption of the proposed changes, the Board will work with the BOC and BOS to build an enhanced advisory opinion process where individuals may bring items of concern to the Board for consideration.
• Regarding the comment that “Each member prior to changes may vote:”
o This is Incorrect. Only Fellows, active and emeritus can vote – not all members.
o Retiring Fellows may still maintain Active Fellow status to participate in the balloting process. It is a personal choice to transition to Emeritus Fellow upon retirement.
• Regarding the comment “BOS/BOC have decision making capability:”
o The function, definition and contribution of the BOC and BOS to AAOS and the BOD remain unchanged with the proposed changes in the bylaws.
o BOC/BOS do not presently have decision making capabilities – the BOC and BOS each have three voting seats on the Board of Directors. The total number of voting Board members is 17 and decisions are made by a majority vote.
o Per the AAOS bylaws, the BOC and BOS are both advisory bodies to the Board of Directors.
• Regarding the comment “BOC/BOS would be advisory bodies:”
o Current Association Bylaws 11.1 and Academy 9.1 Board of Councilors
o “The Board of Councilors shall be advisory to the Board of Directors of the ASSOCIATION/ACADEMY.”
o Current Association Bylaws 12.1 and Academy 10.1 Board of Specialty Societies
o “The Board of Specialty Societies shall be advisory to the Board of Directors of the ASSOCIATION/ACADEMY.”
o Proposed Association Bylaws 10.1 and Academy Bylaws 8.1 Advisory Groups
o “The Association/Academy shall have two (2) Advisory Groups charged with informing the Board of Directors on matters of importance to Academy members, the profession, public and patients: the Board of Councilors and the Board of Specialty Societies.”
o BOC/BOS as governance units never had decision-making capacity – they are and would continue to be advisory bodies to AAOS and the BOD.
• The claim that there is a lack of transparency about proposed bylaws changes is incorrect.
o Information has been promoted across several member communications channels including AAOS Now articles and six hours of discussion devoted to bylaws changes at Combined NOLC/Fall Meeting.
o Proposed changes were developed through an extensive, collaborative, comprehensive and transparent review process by the BOD that included input from many AAOS Fellows as well as several legal advisors.
o Proposed changes were reviewed and approved by the BOD, BOC and BOS.
o Proposed changes were distributed to the BOC and BOS prior to the Combined NOLC/Fall Meeting.
o Proposed changes were discussed during regional meetings facilitated by the BOC.
o Proposed changes were added to the AAOS website in late July 2024, and members had the opportunity to share feedback via the AAOS website.
o Proposed changes were also communicated via the Official Notice which was distributed to the Fellowship in February 2025 per the AAOS Bylaws.
o Members also had an opportunity to share feedback on the proposed bylaws amendments at the Open Hearing and Business Meeting at Annual Meeting – no comments were received from Fellows.
o Following the Open Hearing, the AAOS Bylaws Committee also recommends adoption of the proposed bylaws amendments as presented.
o To confirm, the Board, BOC, BOS and Bylaws Committee recommend adoption.
• Regarding the comment that radical change leaves no opportunity for Fellows to influence policy:
o The best way for Fellows to influence policy is to contribute to the OrthoPAC.
o Fellows can provide feedback directly to the Board of Directors, to their BOC and BOS representatives, and influence policy through an enhanced advisory opinion process to be developed collaboratively by the Board, BOC and BOS.
• Statistics
o Statistics quoted by Edward A. Toriello, M.D., are inaccurate. As Dr. Toriello has not been involved in AAOS governance for over 20 years, he does not have access to the accurate statistics/knowledge on the areas he raised.
o Like many associations, attendance at large in-person meetings was affected by the COVID-19 pandemic; however, since the end of the pandemic, AAOS Annual Meeting attendance is increasing steadily and the event remains very popular among all the Academy’s stake holders. Annual Meeting attendance information is available upon request.”