May 9, 2025

Dear Colleagues,

The 2025 AAOS Balloting process will soon open. There continues to be inaccurate information communicated to AAOS Fellows and on social media. We are writing to you today to provide factual context that will help you to make an informed decision to support and vote YES on the proposed bylaws amendments. The following is factual information and important rationale for biased and factually incorrect things that are being circulated. 

'Fellows can be removed “with or without cause” by a majority vote of the Board of Directors (BOD)'
BIASED

• This is in the new bylaws FOR GOOD REASON. 
  
• Bylaws are public facing, concise and protect the organization and the membership.
• On advice from several legal firms, this is a standard provision for non-profit organizations to safeguard themselves against frivolous lawsuits (for any reason).
• There will never be a member removed without cause, a clear statement of the reason and due process.
• This will be spelled out in the policies that will support the new bylaws if passed.
• These bylaws would mean that AFTER someone is removed FOR cause, they have no legal claim and the AAOS will not have to spend a great deal of time and expense defending this program.  

If "There will never be a member removed without cause, a clear statement of the reason and due process." Then why not put that one line into the Bylaws? Only the Bylaws provide enduring protection to the Fellowship. An easily edited "Policy Manual" does not. Members lose.

 The academy got advice from a legal firm that removing due process and the need to go through the process of actually proving that someone deserves to be punished, including expulsion from the academy is fair to members?  Or did the legal opinion say that they could legally do it at the expense of their members without liability?  In every organization, whether it be the NBA, a legal firm, a hospital medical staff, state medical boards, there is the right to due process and being terminated for cause.  How come no other entity that I can think of has been legally advised that eliminating due process and actually needing cause to punish is a good idea?  Are those legal firms advising congress that we should scrap the constitution and all of its legal protections because the United States of America is concerned about defendants "frivolously" asserting their innocence?  The only logical reason is for the board to silence dissension and opposition unilaterally. 

'Nominating Committee – The majority are now Board members'
FALSE!!

• New: One can serve as an elected member of the Nominating Committee ONLY once. Limiting any one person's influence on chosen leaders.
• The Nominating Committee will be 4 members elected (same as now) and 3 members of the Board from the Governance Committee (Appointed by the Board), the chair will be the 2nd Past President (same as now).
• Board representation advances our process in 2 specific ways.
• • Board members truly understand the issues that the organization is facing and are the only ones who can bring that information to the Nominating Committee to better choose candidates for their skill, experience and knowledge rather than popularity.
  • Board members will fully understand (with the help of an already developed matrix) the skill sets, specialties, and practice types of the members leaving the Board and specifically what they brought to the table that needs to be replaced.

So the board of directors justifies selecting/electing their own members because a) they are not willing to hire consultants with specific skill sets, and b) the members of the academy, those for whom the academy actually exists and those who actually created the academy, are not smart enough to be given the power of the vote?  All well run organizations hire expertise when it is needed.  It is a false assertion that obscure expertise must reside on the board rather than be engaged when necessary.  That is cover for board control and nothing else.  Let's think logically for a second.  Does an orthopedic group who has a board have board members who are accountants, lawyers, and IT specialists?  Or do they simply hire lawyers when needed, accountants when needed and IT specialists when needed.  A self appointed board will inevitably be an echo chamber with no diversity of thought or viewpoint.  Perhaps that is what the powers that be in fact seek??

'The BOC and BOS lose their 1 person on the Nominating Committee'

BIASED

• The Governance Committee will have 3 members on the Nominating Committee.
• Of the 17 members of the Board 7 (PL, Past President, treasurer, and 2 public members) are not eligible to be on the Governance Committee. Of the remaining 10, 6 are BOC or BOS members. The most likely outcome of this is that based on the math that 1 or 2 of the BOS or BOC members of the Board will be on the Nominating Committee. This was ALL PART of the STRATEGY to lean into the BOC and BOS as they will have more input into the selection of the Nominating Committee

"Most likely outcome" is not a guarantee of rights!  In fact, it is usually a guarantee that the right is being taken away. No matter how they try to spin it, the BOC/BOS lose their slotted seat on the Nominating Committee. The BOC and BOS have always been a target for neutralization by the board of directors.  Please recall that the original bylaws changes that were recommended by the board and intensely debated by the BOC, BOS and BOD at the fall meeting sought to remove the representation of the BOC and BOS on the board of directors altogether.  In fact, the same "governance consultants" that are navigating the process now advocated for extinguishing the existence of the state and specialty representation in the AAOS.  We were told that a representative democracy was intrinsically a conflict of interest and therefore illegal.  Imagine that!!!  That would exactly be the playbook used to consolidate power in the hands of the few and snuff out any semblance of representative democracy.  Sounds eerily familiar to what the powers that be are trying to do here.  As a side note, please recall that the BOC and BOS exist because at one time the oligarchy that the AAOS had become with complete control in the hands of a few past presidents had become tone deaf to the concerns of its members and those very members rose up and demanded representative democracy.  Those who do not learn from history are doomed to repeat it.

'Board sole control over leadership selection; Board approves nominees by majority vote'

BIASED

• The Nominating Committee will recommend a candidate and alternate for each position for very good reason!
• The BOC and others have raised the issue of how to deal with a newly elected Board or committee member who then is sanctioned by the AAOS for a Standard of Professionalism action.
• At the time of ratification of the slate, ONLY the members of the Board are legally allowed to know of Standards of Professionalism actions about to happen and this cannot be shared with the Nominating Committee.
• The ONLY time the alternate would be picked is if there is a legal issue not known about by the Nominating Committee that the Board knows and would be a problem if the individual took office (or could not take office if expelled based on the legal issue, be it an SOP or other legal matter). Otherwise, the initial candidate will be approved. This will also be in the policies book.

The policy book is not the law of the land.  The BYLAWS are!  If "The ONLY time the alternate would be picked is if there is a legal issue not known about by the Nominating Committee that the Board knows and would be a problem if the individual took office" then put that line into the Bylaws not a Policy Manual that can be changed without the knowledge of the Fellowship. Ned also does not mention that the Nominating Committee must only consider candidates who fit criteria that are determined by the Board and that the Board selects the winning candidate, not the Fellowship.  The board is trying to gain veto power over any and all selections in governance.  "We know you elected them, we just choose not to approve them."  Why else would any group want this power if not for maintaining control.  And if the ONLY time this would be used would have been a legal issue, would that not have been addressed in advance???  Are we really expected to believe this reasoning??  Voting public, you are not smart enough to be given the power to vote without parental oversight???  It is time to be honest with ourselves.  This is about board control in the hands of the few and nothing else. 

'BOC and BOS replaced by “Advisory Group” and controlled entirely by the Board – BOC and BOS are just gone'

FALSE!

• BOC and BOS have always been and are currently 'advisory groups' and stated in exactly that language in the current bylaws... so NO CHANGE.
• The minimal set of bylaws created specifically state no change in any aspect of the BOC or BOS.
• Both groups have three members they choose (same legal issue as the above nominating for the potential case of legal problems) to be on the Board in whatever fashion they use.

The BOC and BOS may have been called "advisory" in the past, but both bodies currently possess the right in the existing bylaws to submit binding resolutions for a vote before the ENTIRE membership.  For example and historical context, resolutions compelling the academy to set up a process to police bogus and false expert witness testimony.  Resolutions that compelled the academy to force ABOS to offer a longitudinal pathway (WLA). Resolutions that actually make our members' lives better.  It makes sense that a small group looking to consolidate power would take that right away.  It would be helpful if the academy would provide a redlined version as is usual and customary so that changes could be tracked and members could see for themselves which rights are eliminated by the new bylaws.  Conveniently, that was not provided to the membership. 

'Resolutions process eliminated'

FALSE

• The resolutions and opinion process will move to the policies book to be generated by a task force including a Past President as well as Board members from the BOC and BOS to make this process work as well as possible for everyone. Trust your leadership and the leadership of the BOS and BOC to improve this process which is not yet determined.

Don't worry.  Would you permit the sections of the US constitution that ensure freedom of speech, freedom of the press, equal protection under the law, freedom of religion, freedom from unreasonable search and seizure, etc.  to be moved from the constitution to a policy manual controlled by 11 people?   Seems perfectly sane and reasonable.  What could go wrong??

'Members can't "run for office of President"'

TRUE (and should be!)

• We are a professional society with integrity and those who would "run" for office may be more like politicians and are likely self-serving individuals than leaders.
• Since the process has been in place (2009), 2024 was the first year the alternate nomination process was attempted. Everyone involved in the bylaws discussions from the Board, the BOC, the BOS, and many other individuals in leadership roles as well as legal experts in not for profit organizations unanimously believed that our nominating process is fair and with the additions will provide a vetted candidate with the appropriate skill sets needed to be the Chair of the Board.
• Effective leaders demonstrate that by showing a long history of integrity and selflessness. The Nominating Committee will be able to differentiate these traits from self-promoters.

With all the discrepancies I have seen in these various communications, I do not wish to be lectured on integrity.  The power of the vote has always been and should always be in the hands of the 22,000 members and NO ONE ELSE!!  It is the members who decide whether a candidate is self serving and has integrity or not, NOT the few who are in control.  Yet, those very few self-selected insiders will tell 22,000 members who they are even allowed to vote for!!  Every member of the present Board was elected by the Fellowship using this existing process. Which of them is a "self serving politician"? Why replace a democratic process that has served us well with a closed autocratic one? Do the authors of these Bylaws believe that our members are not sophisticated enough to recognize effective leadership and therefore the pool of candidates must be curated for them by the wise council?  Interestingly, I have not seen a single legal opinion (assuming that the academy is currently spending the members money to seek out legal opinions that limit and curtail the members rights) that validates this spurious argument.  I truly wish that if our current leadership has such a legal opinion in their possession that they simply share it with us the members.  It doesn't seem "kosher" to cite multiple legal opinions and then not make them available for us to see for ourselves.

'Emeritus Fellows lose voting rights'

BIASED

• This is better seen as the organization focusing on those in the active practice of orthopaedic surgery.
• The AAOS will continue to engage and include our Emeritus Fellows through various open forums, task forces, committees, etc. and provide them with resources.
• Like the specialty organizations, we wish the organization's direction would be that of the active practicing surgeon.

The only thing that makes them emeritus is that they no longer practice or are of a certain age.  Who has more institutional knowledge than they??  You know what, we should take away the right of every retiree in this country to vote.  If you are over 65, you no longer have the right to vote in local, state, or federal elections.  We wish we were smiling while we were writing this.  It is actually not funny.  By the way, did you know that if a retired fellow continues to pay their dues, they will be permitted to vote and hold office? Taking the vote away from Emeritus Members has nothing to do with concentrating on the needs of practicing doctors but rather is solely meant to generate revenue and eliminate Fellows with experience and corporate memory from the decision making process.

'Bylaws changes proposed by Board or 10% of Active Fellows (thousands of sponsors)'

BIASED

• The stripped-down bylaws were created to codify the bare minimum of what is necessary plus the existence of the BOS and BOC as they are meant to be permanent.
• Concise bylaws will allow the Board to establish AAOS policies and procedures that support the bylaws.
• The goal was to have only the articles required in the bylaws and the rest in the policies/procedures to allow for change more effectively as needed by all involved.
• Board and Active Fellows will be able to offer input over future Bylaws issues as they may arise.
• 10% of the Fellowship is the equivalent of citizen referendum – not only the desire of 20 Fellows.

The bylaws are meant to be permanent???  If the constitution were meant to be permanent, women would still not have the right to vote!!!  Bylaws should be difficult to change but never permanent.  Democracy is messy and sometimes inefficient, but as Winston Churchill once said, it is the worst form of government except for every other form of government.  As far as 10%, it seems that the academy is conflating voting with submitting.  A single member of congress can submit a bill.  It requires 50% of voting members of congress in each house to actually pass a bill.  If anyone can look us in the eye and tell us with a straight face that requiring 10% of fellows to SUBMIT a resolution is democratic, we will buy you a beer!  You don't need a large number of citizens to propose an idea, you need a citizen referendum to codify that idea into law.  

AAOS Finances

• AAOS is transparent to its membership through reporting annually on its finances both at the Annual Meeting Business Meeting and through the Annual Report.
• Misleading to oversimplify the AAOS finances as they include five separate organizations (Academy/Association, OLC, Ortho Properties LLC (HQ building), and Rosemont Center Property Owners Association (garage)).

 Ask yourselves, or call and ask the academy the following questions:  What were the dues before the current administration took over and what are they now? What was the cost to attend the annual meeting then and what is the cost now?  How much did the academy have in the bank then and  how much do they have in the bank now.  And finally, do they intend to use that tremendous surplus to offset the members dues since they could not be bothered to strongly advocate against Medicare cuts for their members without a resolution.  

As an organization, AAOS continues to be strong. Throughout the process, your colleagues who were elected and nominated by the BOC and BOS have acted with complete transparency including:

• Releasing the full slate of changes with multiple summaries and table in August of 2024 a month prior to the Combined NOLC/Fall Meeting
• Had 6 hours of discussion at the Combined NOLC/Fall Meeting and accepted an amendment from the BOC, demonstrating a level of trust.
• Had an Open Hearing at the Annual Meeting during which NO ONE had comments.
• Your colleagues on the Board and the Public Board Members have spent 100's of hours looking at all scenarios to create a representative Board that will be as highly functioning as possible.The Board has voted UNANIMOUSLY in favor of these bylaws’ upgrades.

They did not vote unanimously.  In fact the current leadership fought long and hard to be able to shield voting tallies and individual voting records from the prying eyes of its own membership.  Imagine on election night in November if your were only told who the winner was.  No state by state election results.  No yet-to-be-counted ballots.  No polls closing.  Imagine how much more efficient it would be if the state run media just told you who won.  The academy has consistently resisted providing its own members with specific voting results, hiding behind the veil of "confidentiality".  But then, much like legal opinions, they get to make claims that go unchecked.  Anyone beginning to notice a pattern?

We encourage you to look at the pictures below of the two Boards and the Council Chairs who were involved in this work and ask yourself, "Who in this group is NOT working for me and for the benefit of our patients?"

The bylaws should be  judged on their own merits using common sense and not based on who wrote them.  It is inappropriate to use as justification for bad bylaws that good people wrote them.  Good people write bad laws all the time.  A member voting his or her conscience should not be framed as a personal attack on good people. We can and should be able to disagree without being disagreeable.  Regardless of the author(s), these bylaws changes are bad for members.  If the academy is going to use the catch phrase "MY ACADEMY" then its leadership should do a better job keeping it member-centric and democratic.

If you have any questions or would like to discuss further, please do not hesitate to contact me or any member of the AAOS Board of Directors.

Or you can ask me.  My cell phone is 510-557-9030.  I am happy to take any call, answer any question, or address any concern, so long as I have the opportunity to advocate for what is in the interest of our profession and our members.  

With respect and appreciation,

Ned Amendola, MD, FAAOS

AAOS President