ABEA Bylaws

AMERICAN BRONCHO-ESOPHAGOLOGICAL ASSOCIATION, INC.

Revised April 23, 2015

ARTICLE I

NAME

The name of the nonprofit corporation shall be The American Broncho-Esophagological Association, Inc. ("ABEA").

ARTICLE II

OBJECTIVES

The ABEA is a society of physicians, researchers, and allied professionals who share their expertise in Broncho-Esophagology and meet annually for scholarly presentations on matters relevant to the science and practice of their specialty.

The objectives of the ABEA are (i) to educate physicians, researchers and allied health professionals regarding optimal evaluation and management of upper aerodigestive tract disorders; (ii) to present, at the annual meeting of the ABEA held in conjunction with the Combined Otolaryngological Spring Meeting ("COSM"), research findings of medical interest and importance to the ABEA members; (iii) to advocate and support endoscopic training in residency and fellowship programs; (iv) to encourage and participate in basic and clinical research and continuing education programs all in concert with domestic, foreign and international colleagues and medical and surgical specialty organizations who share these objectives and concerns for the art and science of Broncho-Esophagology.

ABEA is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under S501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code (the "Code").

ARTICLE III

MEMBERS

3.1          Membership Classes. ABEA shall comprise six classes of members:  Active, Associate, Corresponding, Senior, Honorary, and Candidate. Members of all classes of membership are eligible to participate in presentations at the Executive Sessions. However, only Active Members shall have the right to vote with respect to business conducted at the Executive Sessions.

a. Active Members shall be those physicians who by reason of their eminence in the practice of Broncho-Esophagology have been elected to such membership. Only Active Members shall have the rights to vote and hold office.

b. Associate Members shall be physicians, researchers, or allied professionals in allied specialties who are actively associated with Broncho-Esophagology.

c. International Members shall be physicians of prominence in the practice of Broncho-Esophagology whose geographical location prohibits them from regular attendance at meetings.

d. Senior Members shall be those former Active Members, Associate Members, or International Members in good standing who, upon their own request, after at least twenty years of membership or upon reaching the age of sixty-five, have been relieved by the Council of the duties and prerogatives of their membership classifications, and are nominated and elected to Senior Membership

e. Honorary Members shall be those individuals who have contributed in a unique way to Broncho-Esophagology, and on whom ABEA confers this special honor.

f. Candidate Members shall be those physicians who may not yet be eligible for Active Membership, but are interested in participating in the Society and eventually becoming Active Members. Candidate Members may not maintain status in this category for more than six years, including fellowship year(s) before applying for Active Membership.

g. Resident Members shall be those physicians-in-training, in goodstanding, in a US or Canadian residency training program approved by the Accreditation Council on Graduate Medical Education (ACGME), or equivalent osteopathic or Canadian accrediting organization, who are interested in participating in the Society and eventually becoming Candidate and subsequently Active Members.

3.2 Admissions

a. Admission to ABEA shall be by invitation only. All nominations for membership shall be made by the Council. Elections to membership shall be made by the Active Members.

b. The proposal of an individual (an "Applicant") for Active Membership shall be by written recommendation to the Council of two Active Members, preferably practicing and residing in the community where the Applicant practices and resides. In addition, letters of recommendation are required from two local physicians attesting to the Candidates ethics and competency.

c. The proposal of a Candidate for International membership shall be made by a member of the Council and seconded by an Active Member.

d. The proposal of a Candidate for either Associate Membership or Honorary Membership may be made by any member (i) in writing to the Secretary, (ii) at a Council meeting, or (iii) by motion at an Executive Session. All such proposals for membership shall be referred to the Council.

e. A physician Applicant for Active membership, excluding Candidate class, must meet the following requirements:

1.The Applicant must be a graduate of medicine, a diplomate of the recognized American or Canadian Board of Medical Specialties or the Osteopathic equivalent, engaged for three years or more, after Residency, in the active practice of his/her specialty; who has, by endoscopic skill and scientific ability, proven qualified as a Broncho-Esophagologist. Under special circumstances, international applicants who are diplomates of an equivalent foreign board and who have contributed significantly to the field may be considered for active membership.

2. The Applicant shall demonstrate his/her expertise in Broncho-Esophagology, Laryngology, Gastro-Enterology, Pulmonology, Thoracic Diseases and/or related disciplines by submitting THREE articles authored by him/her addressing such areas of expertise. Presentation of evidence of the Applicants professional experience and operative skills is the obligation of the Members and local physicians recommending the Applicant for membership.

f. Specific requirements for Candidate membership are as follows:

1. Candidate members must have one letter from their Chair and/or Program Director and one Active Member of the ABEA

2. The applicant for Candidate Membership is required to attend at least one ABEA meeting every three years to maintain good standing in this category

g. Applicants for Resident membership must meet the following requirements:

1.The applicant must have one letter from his/her chair or program director verifying that they are in good standing in the program

h. Applicants for Associate Membership must meet the following requirements:

1. The research-based Applicant must have earned a degree from a recognized graduate program and have engaged in organized research for three or more years with substantive contributions to the literature.

2. Other applicants in allied health fields must have earned degrees from respective Graduate programs, been in practice for three or more years, and have contributed significantly to advances in Laryngology and Bronchoesophagology.

i. In its discretion, the Council may waive specific requirements for an Applicant, as listed above, provided that the Applicant and such waiver must be approved by the affirmative vote of a majority of the Active Members.

j. The qualifications of Applicants shall be considered at a regular meeting of the Council. The names of all Applicants, together with the names of their two sponsoring members and any other information deemed relevant by the Council, shall be mailed by the Secretary to each Active Member at last 60 days before the Council meeting at which a vote upon the Applicants is planned. Any objection regarding any Applicant shall be delivered promptly in writing to the Secretary. Such objections shall be regarded as confidential.

k.  Nominations for all classes of membership shall be approved by the affirmative vote of three-fourths of the Council Members. Applicants will then be presented to the membership at an Executive Session for approval by the affirmative vote of three-fourths affirmative vote of the Active Members present. Membership shall become effective upon notification of the approved Applicant by the Secretary and payment of any dues.

ARTICLE IV

OFFICERS AND APPOINTED POSITIONS

4.1  Officers. The officers of ABEA shall be composed of a President, Vice-President, President-Elect, Secretary, Treasurer, Editor, and Councilors-At-Large.

4.2  Nomination. The Nominating Committee shall be composed of 4 members, 3 of whom shall be nominated and elected in the preceding year by the voting Members at the Executive Session of the ABEA; and the 4th member of which shall be the Immediate Past-President of the ABEA who will serve as Chair. Each Nominating Committee member shall serve for one year. The duties and responsibilities of the Nominating Committee shall be to prepare a slate of Officers, including the President-Elect, and when required, the Vice President, the Secretary, and the Treasurer (one name for each position); as well as the Councilors-At-Large. Members may make independent nominations from the floor.

4.3 Election. The officers (other than the President) shall be elected at the Executive Session by written ballot. The President-Elect shall automatically become President after his/her term in the office of President-Elect. The officers duties shall commence immediately after the Executive Session and continue for one year or until their successors are duly elected.

4.4 President. The President shall (a) preside at all meetings of ABEA of the Council; (b) be an ex officio member of all special committees; and (c) administer the affairs of the ABEA. The President shall not be eligible for reelection for a period of five years after the commencement of his/her term of office. The President shall serve for one year.

4.5 Vice president. If the President is absent or incapacitated, the Vice-President shall perform the duties of the President. The Vice-President shall serve for a maximum of four years.

4.6  President-Elect. The President-Elect shall spend his/her term of office learning the administrative duties which shall befall him/her upon his/her assumption of the Office of the President at the end of his/her term. In the absence of the President and Vice-President, the duties of the President shall devolve upon the President-Elect.

4.7  Secretary. The Secretary shall: (a) keep minutes of Executive Sessions and Council Meetings; (b) keep records of attendance and active participation in deliberations at Executive Sessions; (c) assemble and send to the Editor all articles submitted for publication in Transactions; (d) be the recipient of information relative to Candidates for membership; (e) inform the members of Applicants to be considered for membership; (f) submit to the appropriate body material for consideration by the Council, Thesis Committee, and the members; (g) notify all successful Applicants of their election to membership; (h) notify members of their election to the Council; (i) prepare and present an annual report to ABEA, detailing the activities of the Council and the condition, financial and otherwise, of ABEA and (j) perform the duties normally associated with this office.  The Secretary shall serve for 4 years.

4.8  Treasurer. The Treasurer shall collect, receive, and have charge of all funds of ABEA; shall deposit such funds in a bank designated by the Council; and shall provide for the expenditure of such funds. The Treasurer shall report to the Council the financial standing of ABEA whenever requested to do so and make full report to the Membership at each Executive Session. The Treasurer shall give a bond, if required by the Council. An annual report (compilation) of the Treasurers accounts shall be provided annually by a certified public accountant and reviewed by the finance committee independent from the Treasurer. An external review or audit of the Treasurer’s accounts shall be performed during the year that the Treasurer’s office transitions to a new member. The Treasurer shall serve for 4 years

The retiring Treasurer shall within one month after the close of Executive Session deliver to the new Treasurer all money, vouchers, books, and papers of the ABEA in his/her custody.

4.9Editor. The Editor shall be responsible for (a) selecting the articles to be printed in the ABEA publication Transactions; (b) compiling all other material to be included in Transactions; (c) determining in what manner the material for Transactions is to be laid out; (d) engaging a publisher to publish Transactions; and (e) mailing Transactions to all ABEA Members. The Secretary shall assume such duties in connection with the work of the Editor as shall be specified by the Council. The Editor shall serve for 4 years.

4.10 Councilors-At-Large. The Councilors-At-Large shall (a) attend all meetings of the ABEA Council; (b) be available to serve on committees of the ABEA and (c) participate in special projects at the direction of the Council. The Councilors-At-Large shall serve for 4 years and are not eligible for re-election.

ARTICLE V

THE COUNCIL

5.1  Responsibility. The Council shall be the custodian of all the property of ABEA, and shall be responsible for the management and control of its property and affairs.

5.2 Membership. The Council shall be composed of twenty-two (22) Active Members: (a) the six (6) titular offices; (b) the retiring President who shall automatically remain a member for another year; (c) the Chairs of the standing committees (11); and (d) two other Councilors elected at large; and (e) two resident/fellow liaisons.

5.3 Officers. The President and Secretary of ABEA shall be Chair and Secretary of the Council, respectively.

5.4  Meetings. The Council shall meet twice per year: immediately preceding the annual meeting of the AAO-HNS and immediately preceding the opening of the Scientific Presentations of the Combined Otolaryngological Spring Meeting ("COSM").

ARTICLE VI

STANDING COMMITTEES AND LIAISONS

At each Executive Session, or at any other time deemed necessary, the Council shall appoint members to serve on the following committees or represent their respective constituents:

6.1 Awards and Thesis Committee. The Awards and Thesis Committee reviews nominations and applications for awards given by the ABEA. The Immediate Past President serves as Chair, and the President and Program Chair constitute the 2 additional members.

6.2 Program Committee. The Program committee shall be responsible for the organization, coordination, and presentation of the scientific program at the annual meeting. The committee is composed of a Program Chair, and the President, President-elect, Past-President and Immediate Past Program Chair. If feasible, the Program Chair appointed for the subsequent annual meeting by the President-Elect may also be a member. The Program Chair serves for one year.

6.3 Difficult Airway/Foreign Body Accidents Committee:  The Difficult Airway/Foreign Body Accidents Committee promotes education of the medical profession and the general public for the prevention of foreign body injuries in the management of patients with challenging airway conditions. The Chair shall work with the Awards and Thesis Committee to determine the award for best presentation of management of an upper aerodigestive tract foreign body submitted to the annual scientific meeting.

6.4  Pharyngoesophageal/Dysphagia Committee:  The Pharyngoesophageal/Dysphagia Committee promotes education of the medical profession and the general public about advances in science and technology related to benign and malignant diseases and conditions of the pharynx and esophagus.

6.5  Clinical Practice Committee:  The Clinical Practice Committee promotes education and awareness of the medical profession and general public about advances in science and technology related to benign and malignant diseases and conditions of the upper aerodigestive tract. The committee shall consist of members with expertise in the disciplines of oncology, voice, pediatrics, robotics, lasers, sleep medicine, and other disciplines deemed relevant by the council.

6.6  Research and Education Committee. The Research and Education Committee supervises medical studies, oversees requests for surveys of ABEA members, and keeps the Council informed of the studies performed. The committee promotes development of continuing education, and ABEA-sponsored educational materials and events, other than the annual scientific program.

6.7  Liaison Oversight Committee. The Liaison Oversight Committee provides and oversees liaisons with relevant professional organizations. Examples of appropriate organizations may include, but are not limited to, the American Board of Otolaryngology (ABOto), American Academy of Otolaryngology-Head and Neck Surgery (AAO-HNS), American Society of Pediatric Otolaryngology (ASPO), and American Laryngological Association (ALA). Liaison relationships may be ongoing or ad hoc. The liaison(s) shall represent the ABEA at pertinent meetings as required and report the business and activities of these organizations to the ABEA. The Chair of the Liaison Oversight Committee shall coordinate reports from the various liaisons.

6.8  Social Media Committee. The Social Media Committee works with the Editor to promote the use of social media such as the ABEA website and newsletter in soliciting and updating content related to educating the medical profession and the general public about the ABEA.

6.9  Finance & Audit Committee – The Finance and Audit Committee shall consist of four (4) members elected from the ABEA general membership who will each serve one (1) three-year term. The Treasurer will serve as an ex-officio member of the Finance & Audit Committee. Committee members can be reappointed for additional terms at the discretion of the Council. The Finance & Audit Committee shall assist the Treasurer in all duties including developing an Investment Policy Statement, overseeing the use of funds for grants, prizes & awards, creating a “naming” policy for donors, and maintaining a procedure manual to be followed for audits of the ABEA. The audit committee shall perform an annual review of the ABEA’s finances independent of the Treasurer.

6.10 Membership Committee. The Membership Committee shall assist the Secretary in all duties pertaining to the active recruitment of new members, processing of materials submitted by prospective members, and coordinating the induction of new electees during the annual scientific meeting.

6.11 Development Committee. The Development Committee consists of the Development Officer (Chair) and three (3) committee members selected from the general ABEA membership. The Development Officer shall serve for a maximum of three (3) years. The development officer and committee members can be reappointed for additional terms at the discretion of the Council. The Development Committee shall elaborate business development plans for the ABEA, facilitate growth of the ABEA by working with the Membership Committee and Finance & Audit Committee in creating funding and membership opportunities, and developing a marketing strategy for promotion of the ABEA.

6.12 Resident/Fellow Liaisons. ABEA resident/fellow liaisons are selected by the incoming President and will serve a term of 2 years. The incoming President shall appoint one liaison. Resident/Fellow Liaisons shall encourage early participation in activities of the ABEA at the resident and fellow level of education. The Resident/Fellow liaisons are non-voting members of the ABEA Council.

6.13 Community Outreach Committee. The Community Outreach Committee promotes ABEA-relevant public service initiatives through the education of medical professionals and general public and industry support for the awareness of product safety.

6.14 International Committee. Members of the International Committee will act as liaisons between the ABEA and related societies in other countries and will report to the ABEA about international meetings and activities that may be of interest to the ABEA membership. The Chair of the International Committee shall be an Active member of the ABEA.

6.15 Membership on individual committees is generally limited to 3 years, and a Chair may serve for an additional 3 years. This limitation can be waived in special circumstances.

6.16 Other Committees. The Council shall have the authority to establish and appoint other committees for any purposes it deems necessary and appropriate.

ARTICLE VII

EARNINGS AND ACTIVITIES

No part of the net earnings of the ABEA shall inure to the benefit of, or be distributable to, its members, officers or other private persons, except to the extent that ABEA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of purposes set forth in Article II. No substantial part of the activities of ABEA shall be the carrying on of propaganda or otherwise attempting to influence legislation, and ABEA shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, ABEA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under S501(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under S170(c)(2) of the Code.

ARTICLE VIII

MEETINGS

8.1 Annual Meetings. The ABEA shall hold an annual meeting in conjunction with COSM and shall be open to all persons who pay the requisite registration fee. ABEA shall sponsor the presentation of a scientific program at each such annual meeting.

8.2  Executive Sessions. The Executive Sessions of ABEA (which will institute the annual meeting of the ABEA membership) shall be held immediately prior to the annual meetings held in conjunction with the COSM in order to discuss the business and organizational issues pertinent to ABEA. Only members of ABEA shall be invited to attend the Executive Sessions. Election of officers and admission of members shall occur at the Executive Sessions by a vote of the Active Members present.

8.3  Special Meetings. Special Meetings of the members may be called by the Council or     upon the written request of fifteen (15) Active Members. The purpose of such     special meetings shall be stated in the notice thereof.

8.4 Notice of Meetings. Notice of the time and place of each annual meeting, Executive Session, and any special meetings of the membership of ABEA shall be mailed to each member at least thirty (30) days in advance.

ARTICLE IX

VOTING

9.1 Quorum. At any Executive Session, fifteen (15) Active Members present shall constitute a quorum for the transaction of business. For Council Meetings, elected council members and appointed standing committee chairs are voting members. Resident/Fellow liaisons are non-voting members. Greater than 50 percent of voting members of the council are required to constitute a quorum for Council meetings.

9.2 Action. The affirmative vote of a majority of Active Members or Council Members shall constitute action at Executive Sessions or Council Meetings, respectively, except that the nomination and election or the disciplining of a Member, or a change in the By-Laws, shall require the affirmative vote of three-fourths of Active Members or Council Members, as applicable.

9.3 Ballots. Voting with respect to the election of an officer, the disciplining of a member, or a change in the By-Laws shall be by written or electronic ballot. Upon the request of a member of the presiding officer, voting in other instances shall be by written or electronic ballot.

ARTICLE X

DUES

10.1 Active Members. Each Active Member shall pay an initiation fee equivalent to the sum of the then current annual dues, as determined by the Council and approved by the membership.

10.2 Candidate Members. Each Candidate Member shall pay annual dues as determined by the Council and approved by the membership.

10.3 Resident Members: Resident members shall be exempt from payment of dues

10.4 Associate Members. Each Associate Member shall pay annual dues as determined by the Council and approved by the membership. Associate Members will receive the Transactions.

10.5 Other Members. International, Senior and Honorary Members shall be exempt from payment of dues. The ABEA publication, Transactions, shall be sold to such members for the cost of publication and postage, as determined by the Editor.

10.6  Amount. The amount of dues shall be reviewed from time to time by the Council and adjusted as necessary to meet ABEA’s financial obligations. Increases in dues are subject to approval by the affirmative vote of a majority of the Active Members.

10.7 Waiver. The dues of an Active, Associate or International Member may be waived with the approval of the Council, under extenuating circumstances.

10.8 Military Personnel. Active duty military personnel shall receive a discount on dues as determined by the Council and approved by the membership.

10.9 Delinquency. Any member, who is in arrears for the two most recent year’s annual    dues, shall be expelled from the membership of ABEA; provided that notice of such    member’s delinquency and impending expulsion has been sent to such member bycertified mail at least sixty days prior thereto. A member expelled from ABEA in this   manner shall have no right of appeal to the membership. The Treasurer shall inform the Council of the names of the delinquent members so notified.

ARTICLE XI

DISCIPLINARY ACTION

11.1 Determination.  Any disciplinary action to be taken against a member shall be determined by the Council. The Council may expel a member from ABEA, after due review, consideration and a finding that the member is guilty of conduct unbecoming a member.

11.2 Conduct Unbecoming a Member. If charges regarding professional misconduct of a member are brought to the Council, the Council shall conduct an investigation and hearing regarding the alleged misconduct of such member. The charged member shall be informed of the charges in person or by certified mail. The member shall have the right to appear before the council and to answer all charges. The Council may absolve, censure, suspend, or expel the charged member. If the Council decided to discipline the member, such member may appeal to the membership of ABEA for reversal of the Councils action. Justifications for expulsion include commission of a felony or loss of the members’ medical license.

11.3 Appeal. In the event a member desires to appeal the disciplinary action of the Council, or, if in the Councils judgment, any charges warrant review by the    membership, the results of the investigation and hearing shall be submitted by the    Council to the membership at the Executive Session. The accused member may    appear and present his/her own defense at the Executive Session. The charged  member and/or the Council may be represented by legal counsel. The Councils    disciplinary action may be overridden by the affirmative vote of three-fourths of the    Active Members present. The decision and action of the membership shall be final.

ARTICLE XIII

WITHDRAWAL

Any member in good standing may resign from ABEA on the presentation of his/her written resignation to the Secretary and acceptance thereof by the Council.

ARTICLE XIII

AMENDMENTS

Any amendment of these By-Laws shall require the affirmative vote of three-fourths of the Active Members present at an Executive Session or a special meeting of the Active Members called for this purpose, provided the proposed changes have been: either approved by a three-fourths vote of the Council, or submitted in writing by two or more Proposers to each Member at least thirty (30) days before the meeting at which action is to be taken.

ARTICLE XIV

DISSOLUTION

Upon the dissolution of ABEA, the Council shall, after paying or making provision for the payment of all liabilities of ABEA, dispose of all of the assets of ABEA exclusively for the purposes of ABEA in such manner, or to such organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under S501(c) (3) of the Code, as the Council shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of ABEA is then located, exclusively for such purposes or to such organization(s), as such, court shall determine which are organized and operated for such purposes.