AMERICAN
BRONCHO-ESOPHAGOLOGICAL ASSOCIATION, INC.
Revised
April 28, 2011
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 ABEAís
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 good standing, 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 Candidateís
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
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 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 Applicantís
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 term in the office of President-Elect. The officersí
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 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 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. The Treasurerís accounts shall be audited annually by a
nonmember certified public accountant approved by the Council. The Secretary shall assume such duties
in connection with the work of the Treasurer as shall be specified by the
Council. 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 custody.
4.9 Editor. 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
thirteen (13) 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; and (d) two other Councilors elected at
large.
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 Committee for the Prevention of
Foreign Body Accidents. The Committee for the
Prevention of Foreign Body Accidents promotes education of the medical
profession and the general public in order to prevent injuries involving
foreign bodies. The committee is
composed of a Chair and at least 2 additional members.
6.3 Difficult Airway Committee: The Difficult Airway Committee promotes
education of the medical profession in managing patients with compromised or
challenging airway conditions.
6.4 Pharyngoesophageal Committee: The Pharyngoesophageal Committee
promotes education of the medical profession and the general public about
advances in science and technology related to pharyngoesophageal diseases and
conditions.
6.5 Oncology Committee: The Oncology Committee promotes
education of the medical profession and general public about advances in the
diagnosis and management of bronchoesophagologic oncologic diseases and related
conditions.
6.6 Research and Education Committee. The Research and Education Committee
supervises medical studies, under the direction of the Council, and keeps the
Council informed of the studiesí performed. The committee represents the ABEA in
evaluating, developing, and advocating the development of continuing education,
maintenance of certification and ABEA-sponsored educational materials and
events, other than the annual scientific program; providing liaison with the
American Board of Otolaryngology ("ABOto"), American Academy of
Otolaryngology – Head and Neck Surgery ("AAO-HNS") and other
relevant organizations. The
committee is composed of a Chair and at least 2 additional members.
6.7 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
6.8 Committee of Representatives to
the American Academy of Otolaryngology - Head and Neck Surgery Board of
Governors ("AAO-HNS BOG"). The BOG
Governor shall be selected from Council Members, and shall act as a liaison
between AAO-HNS BOG and ABEA, represent ABEA at AAO-HNS BOG meetings and report
the business and activities of AAO-HNS BOG to ABEA. The BOG Legislative Representative and
Public Relations Representative shall be selected from general membership and
shall act as a liaison between AAO-HNS BOG and ABEA, represent ABEA at AAO-HNS
BOG meetings and report the business and activities of AAO-HNS BOG to the
Governor.
6.9 Website Liaison. The Website Liaison is responsible for
supervising the maintenance of the ABEAís website,
and soliciting and reviewing updated content submitted to the Webmaster.
6.10 International Liaison. The International Liaison acts as a
liaison between the ABEA and related societies in other countries, and reports
to the ABEA about international meetings and activities that may be of interest
to ABEA membership.
6.11 American Laryngologic Association (ALA) Liaison. The ALA Liaison is selected from Council
Members who are also members of ALA.
S/he acts as a liaison between the ABEA and the ALA and reports to the
ABEA about ALA meetings and activities that may be of interest to ABEA
membership.
6.12 American Society of Pediatric Otolaryngology (ASPO)
Liaison. The ASPO Liaison is selected from
Council Members who are also members of ASPO. S/he acts as a liaison between the ABEA
and ASPO and reports to the ABEA about ASPO meetings and activities that may be
of interest to ABEA membership.
6.13 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.
6.14 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
(3) 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,
seven (7) Council Members present shall constitute a quorum for the transaction
of business.
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 ABEAís 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 by certified 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 Councilís
action. Justifications for
expulsion include commission of a felony or loss of the memberís
medical license.
11.3 Appeal. In the event
a member desires to appeal the disciplinary action of the Council, or, if in
the Councilís 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 Councilís
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 meting 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.