AMENDED AND RESTATED
BY-LAWS
of the
AMERICAN BRONCHO-ESOPHAGOLOGICAL
ASSOCIATION, INC.
2008 Revision
Final Version 9/20/2008
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.
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.
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.
If
they are a resident, they must have one letter of recommendation from the Chair
of the Department or the Program Director.
2.
If
they are applying post-residency, they must have one letter from their Chair
and/or Program Director and one Active Member of the ABEA.
3.
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 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.
h.
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.
i.
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.
j.
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
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.
10.4
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.
10.5
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.
10.6
Waiver. The dues of an Active, Associate or
International Member may be waived with the approval of the Council, under
extenuating circumstances.
10.7
Military
Personnel. Active duty
military personnel shall receive a discount on dues as determined by the
Council and approved by the membership.
10.8
Delinquency. Any member who is in arrears for the
two most recent yearís annual dues, shall be expelled from the membership of
ABEA; provided that notice of such memberís 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.