Bylaws of the Aerodigestive Society
(Proposed December 31, 2017)
The office of the corporation is to be located at PO Box 58388, Nashville, TN 37205
B. Additional Offices
The corporation may also have offices at such other places within or without the State of Tennessee as the Board of Directors may from time to time appoint or the business of the corporation may require.
A. Admission to Membership
A person may become a member of the corporation after being proposed for membership by receiving a majority vote of the members present at the annual meeting of the members.
B. Place and Time of Meeting
Meetings of members shall be held annually at a time and place designated by the Board of Directors. Members shall receive notice by mail or electronic mail of the time and place of each annual meeting at least 3 months prior to the meeting.
C. Agenda of the Annual Meeting
The agenda of the annual meeting shall be furnished to the membership at the annual meeting. The meetings shall be run according to the current edition of Roberts Rules of Order.
At any meeting of the members, members entitled to cast 20% of the total number of votes entitled to be cast thereat shall constitute a quorum for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.
E. Fixing record date for determining members entitled to vote at meetings
The date of record for the purpose of determining the members entitled to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining members entitled to receive any distribution or the allotment of any rights shall be specified thirty days before the date of the meeting.
F. Purposes of the Corporation
1. To understand the medical, psychological and social needs of the aerodigestive patient whose disease originates in childhood
2. To promote the understanding of these needs through learning, research and teaching
3. To advocate for the needs of the aerodigestive patient and the pediatric aerodigestive discipline at all levels, including to other medical, governmental, institutional and health care organizations and governing bodies, as well as to the public
4. To foster the collaborative integration of various disciplines involved in the care of the pediatric aerodigestive patient and the interaction between the discipline and intersecting disciplines
5. To advance the breadth and quality of research designed to improve the health and quality of life for patients with aerodigestive conditions
6. To organize a central information service in order to publish and distribute material relative to the purposes of this Society.
7. To maintain continuing liaison with, and provide informational services to the public, and to appropriate agencies and organizations which have a role in health planning, so as to keep them informed of significant events, research findings, or other developments that will materially affect planning activities.
8. To promote training in the fields encompassed by the Society.
9. To coordinate cooperative research within and among the fields of otorhinolaryngology, gastroenterology, pulmonology, speech pathology, occupational therapy, pediatrics, and other disciplines; and to aid in preventing and combating diseases and disorders of infants and children.
10. To aid and assist all health workers and health consumers by conducting meetings and disseminating information relative to effecting the purposes of the Society.
11. To solicit, collect, receive, hold, invest, reinvest, distribute and disburse donations, subscriptions, gifts, bequests, and other funds for the purposes of this corporation; to aid, in cooperation with other societies, departments of health, commissions, and other approved and interested health organizations, in the promotion of programs and projects.
12. To establish, maintain, and administer units, branches, committees, and carry on other activities, within the State of Tennessee, United States or throughout the world, to effect and carry out the purposes of this corporation.
13. In the areas encompassed by this Society, to provide information on the availability of health services, preventive measures, early detection of disease and prompt and effective rehabilitation through the effective use of resources, and in such manner as to further the establishment of interrelated plans of health services.
14. To coordinate research in areas encompassed by the Society and to provide media for the foregoing, and to do any other acts or things incidental or connected with or in advancement thereof, both as a separate organization and in cooperation with other tax exempt national, state and local organizations, and other medical and paramedical groups, hospitals, nursing homes and individuals, but not for the pecuniary profit or financial gain of its members, directors, officers or any individuals, except as permitted under Article 5 of the Not-for-Profit Corporation Law.
15. This corporation is organized exclusively for charitable and scientific purposes, including but not limited to receiving contributions and paying them over to an organization described in Section 501 (c) (3) of the Internal Revenue Code as now in effect or hereafter amended. Nothing herein contained shall be deemed to authorize the corporation to establish or maintain in the State of Tennessee any institution or agency or have a purpose mentioned in Section 404 (b) through (p) of the Not-for-Profit Corporation Law. The corporation shall not furnish or perform any medical or health and services directly to any person or engage in any of the activities mentioned in Section 757 of the Executive Law, or to participate in or intervene in any political campaign on behalf of any candidate or public office, or carry on any other activity not permitted to be carried on by a corporation exempt from taxation under Section 5 10 (c) (3) of the Internal Revenue Code as now in effect or hereafter amended, or a corporation contributions which are deductible under section 170 (c) (2) of the Internal Revenue Code as now in effect or hereafter amended.
G. Members of the Corporation Organization shall consist of three categories:
3. Honorary Fellows
H. Definition of Membership Categories
A fellow shall be a member of the Society who shall be able to vote, to hold office and to endorse candidates.
An Associate shall be a member of the Society who does not meet the criteria for Fellowship, but who maintains a professional interest in matters consonant with the purposes of the Society. Associates will pay reduced dues to be determined by the Board of Directors. Associates will not be eligible to vote, hold office, or endorse candidates for membership.
3. Honorary Fellows
An Honorary Fellow shall be a non-member upon whom the Society wishes to confer special distinction. The Honorary Fellow shall be encouraged to participate in the activities of the Society, but will not be able to vote or to hold office. The Honorary Fellow may, however, endorse candidates for membership pending review by the Membership and Society Committee.
I. Requirements for Membership
Any individual who maintains a professional interest consonant with the purposes of the Society shall be eligible for fellowship. The requirements for the fellowship category are as follows:
a. To be eligible for Fellowship, individuals must be a member of a multidisciplinary team committed to the care of children with aerodigestive disorders (an “aerodigestive team”). The aerodigestive team must meet on a regular schedule, in person, and it must possess an organizational presence acknowledged by its institution and externally visible to aerodigestive patients seeking care.
b. The applicant must hold certification in his or her discipline. If the applicant’s field of professional endeavor does not have a certification procedure, then the Membership and Society Committee will review the applicant’s professional qualifications to determine if they are consonant with the purposes of the Society.
c. With the exception of the inaugural year of the Aerodigestive Society, starting January 1, 2018, the applicant will forward a completed application form and a copy of his or her curriculum vitae to the chairperson of the Membership and Society Committee for review at least 3 months prior to the annual meeting. Membership into the Society requires endorsement by two fellows of the Society. Such endorsement is indicative that the applicant does in fact maintain a professional interest consonant with the purposes of the Society. If the applicant does not know two fellows who can provide an endorsement, then endorsement can be provided by two or more non-members who will be contacted by the Membership and Society Committee for further information regarding the applicant’s professional activities. If the applicant knows only one Society fellow, then endorsement from one additional nonmember will be required. If the applicant so desires, a list of Society fellows will be made available for the purpose of determining if there are any members known to the applicant who might provide an endorsement. The Membership and Society Committee will review the materials to determine that the applicant meets the requirements for fellowship. If the credentials do not meet the criteria for fellow status, the applicant will be assigned to associate status. The Membership and Society Committee will make its recommendations known to the Board of Directors and the membership at the annual meeting.
Applicants whose interests are consonant with the purposes of the Society will be eligible for associate status if their credentials do not meet the criteria for fellowship status. Students, residents, and others in training, or professionals who do not yet hold certification in their field of study will be encouraged to apply for associate status rather than fellow status. Requirements for associate status will include:
a. Endorsement by two fellows of the Society. Such endorsement is indicative that the applicant does in fact maintain a professional interest consonant with the purposes of the Society. If the applicant does not know two fellows who can provide endorsement, then endorsement can be provided by two or more non-members who will be contacted by the Membership and Society Committee for further information regarding the applicant’s professional activities. If the applicant knows only one Society fellow, then endorsement from one additional nonmember will be required. If the applicant so desires, a list of Society fellows will be made available for the purpose of determining if there are any members known to the applicant who might provide endorsement.
b. The applicant will forward a completed application form and a copy of his or her curriculum vitae to the chairperson of the Membership and Society Committee for review. The Membership and Society Committee will review the materials to determine that the applicant meets the requirements for associate membership. The Membership and Society Committee will make its recommendations known to the Board of Directors and the membership at the annual meeting.
c. All applications for membership must be received by the chairperson of the Membership and Society Committee at least 3 months prior to the annual meeting. The names of candidates for associate status will be circulated to the members of the society at the annual meeting.
3. Honorary Fellowship
A member of the Society may petition the Membership and Society Committee to recommend a non-member of renown for honorary membership. The Membership and Society Committee shall review the qualifications of the candidate and report the findings of said review at the next annual meeting of the Board of Directors. Endorsement of the candidate for honorary membership shall be required by the board in the form of a majority affirmative vote of all board members present in order for the candidate to be presented to the membership for election to the Society.
J. Admission to Membership
A person may become a member to the Society after being proposed for membership and elected as herein stated.
K. Election Procedure
The names of candidates for election to membership shall be circulated among the members of the society present at the annual meeting at which the election is to be held. A majority affirmative vote of all voting members present shall constitute an election to membership. As an exception, in the inaugural year of the Aerodigestive Society, starting January 1, 2018, candidates meeting membership criteria that are endorsed by the Membership and Society Committee are considered elected members.
L. Membership Certification
Members shall receive appropriate certification of membership in accordance with Section 601 of the Not-for-Profit Corporation Law of the State of Tennessee.
A. Management of the Corporation
The general management of the affairs of the corporation shall be vested in a Board of Directors. The Board of Directors shall have control of the property of the corporation and shall fix its policies. It shall have power to employ necessary staff and other help, authorize expenditures, and take all necessary and proper steps to carry out the purposes of this corporation and to promote its best interest.
B. Number of Directors
The Board of Directors shall consist of not less than three nor more than eleven Directors.
C. Election and Term of Office
Five (5) of the Directors shall be the president, president elect, secretary, treasurer, and the immediate past president, and they shall have full voting rights. The balance shall be elected from the members at large or from their patients’ families with at least two (2) of these directors elected annually. The elected directors shall hold office for a term of three (3) years. The president shall serve for a term of one (1) year on the Board of Directors after completing the year of presidency.
D. Vacancies Among Directors
In the event of the death, resignation, removal or retirement of a director or directors, or if for any other reason there is a vacancy among directors, the Board of Directors shall immediately fill the vacancy or vacancies so created, by the election of a director or directors to hold office until the next annual meeting of the corporation at which the election of directors is in the regular order of business and until his or their successor or successors have been elected and qualify.
E. Removal of Directors by Board
Any or all of the directors or officers may be removed for cause by a majority vote of the directors at any regular or special meeting, provided there is a quorum of not less than two-thirds of the Board present at such meeting of directors at which such action is taken.
F. Requirements of Notice of Meeting of the Board of Directors
Written notice of all meetings of directors, whether regular or special meetings, shall be signed by the Secretary and shall be mailed to the last recorded address of each director at least ten days before the day appointed for the meeting. All notices of meetings shall set forth the place, the date, the time and the purpose of the meeting.
G. Executive Committee
There shall be elected annually by the Members of the Aerodigestive Society seven directors who together with the President and President-Elect of the Society shall constitute an Executive Committee. The President of the Society shall serve as the Chairperson of the Committee, The Executive Committee may appoint such employees as may be necessary to conduct the business of the Society; it may act on behalf of the corporation in any matter when the Board of Directors is not in session, except as otherwise provided by law, reporting to the Board of Directors for its ratification of their action at each regular and special meeting called for the purpose. Five members shall constitute a quorum for the transaction of business. Meetings may be called by the Chairperson of said Committee or by two members upon ten days’ notice. The Executive Committee shall cause the Treasurer’s accounts to be audited at least once each year by a certified public accountant and report thereon to the Board of Directors. Members of the Executive Committee must be Society Fellows in good standing.
1. Ad Hoc Committees
The President or the Board of Directors by resolution adopted by a majority of the entire Board, may create such special committees as may be deemed desirable, the members of which shall be appointed by the President of the Board, which committees shall have only the lawful powers specifically delegated to them by the Board, except that no such committees shall have powers which are not authorized for any standing committees of this corporation. If any of these special committees exist for more than one year, it shall be considered a standing committee. Members of any ad hoc committees must be Society Fellows in good standing.
2. Standing Committees
Standing Committees shall consist of a Chairperson and between three and eight additional members chosen by the majority vote of the Executive Committee. Standing Committee members must be in good standing with the Aerodigestive Society, and the duration of office shall be no more than 2 years. These committee appointments shall commence February first, or on such date as the Board shall determine, and shall be renewed yearly. Members of any Standing Committee must be Society Fellows in good standing.
I. Standing Committees
1 . Research Committee
The Research Committee shall be responsible for the scientific (as opposed to didactic or patient-facing) program presented at the annual meeting to include making recommendations for the program format, reviewing and selecting submitted papers, organizing selected papers into the program format (as posters, podium presentations, or otherwise), and otherwise conducting the necessary business to insure a successful and informative scientific program. In addition, the Research Committee is tasked with rigorous review of grant applications, the disbursement of Aerodigestive Society research grant funds, and the scientific monitoring of the Society research grant funds to ensure scientific aims were satisfactorily pursued.
2. Membership and Society Committee
It shall be the duty of the Membership and Society Committee to examine candidates’ qualifications for membership (Fellowship) into the Aerodigestive Society and report its recommendations to the Board. The Membership and Society Committee will be responsible for communication between and amongst the various disciplines that enter into the area of pediatric aerodigestive care. This Committee will be responsible for coordinating and implementing educational programs in the many interrelated areas of pediatric aerodigestive care.
3. Strategic Committee
The Strategic Committee will be responsible for long-range planning as it pertains to the prosecution of the mission and goals of the Aerodigestive Society. The Strategic Committee will consider and make recommendations to the Executive Committee and to the Board regarding the Society’s arenas of activity, the technological vehicles and timing the Society should consider in performing these activities, and the ways the Society continues to differentiate itself from other health care societies and thus add to the value of the Aerodigestive Society. The Strategic committee will consider and report on the economic costs of implementing its recommendations.
4. Patient Liaison Committee
The Patient Liaison Committee is tasked with proposing to the Board and the Executive Committee the use of Society revenues available for patient-facing activities to create a valuable interaction between Society members and aerodigestive patients. The Patient Liaison Committee may propose patient councils to advise the Aerodigestive Society. The Patient Liaison Committee shall interact with aerodigestive disorder-related-groups on behalf of the Aerodigestive Society to foster mutual education, agenda-setting and research activity.
J. Ex-Officio Committee Members
The President, President Elect, Secretary, and Treasurer are ex-officio members of all committees and shall have a vote.
Membership in the Society should continue only so long as a member, by act or conduct, reflects credit upon the organization. Written charges of misconduct – submitted to the Board by a member in good standing – shall be referred to an especially appointed Ethics Committee, appointed by the Executive Committee, for investigation and recommendation. If such charges of misconduct are admitted or proven, the Board of Directors shall have power to reprimand, suspend or expel a member. These actions shall require a vote by three fourths of the entire Board.
L. Compensation of Directors
Directors shall not receive any fixed compensation for their services as directors, but by resolution of a majority of the entire Board, expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, or otherwise, and receiving compensation therefore, as authorized by the Board of Directors.
A. Election by Members
The officers of this corporation shall consist of a President, President Elect, Secretary, Treasurer, Patient Family Member and up to four other members, whose professional status or health care experience is not limited to members of the Aerodigestive Society. All officers shall be elected by the members of the Society instead of by the Board of Directors, and shall hold office for three years, or shall hold office for such term as may be prescribed by the Bylaws of the corporation or by the members. All nominations for office shall be made in open convention, either from a slate proposed by the Board and/or from the floor.
B. Powers and Duties
1. The President and President-Elect shall serve for a term of one year with the President-Elect assuming the office of President for the year immediately following completion of the term as President-Elect. The Secretary and Treasurer shall serve terms of three years and shall be elected at least one year prior to taking office, except for the inaugural year of the Aerodigestive Society starting January 1, 2018. Only the Secretary and Treasurer may succeed themselves in office but each may be elected for no more than two consecutive terms.
2. The President shall preside at all meetings of the Board of Directors and of the members. He/she shall sign all documents in the name of the corporation, when authorized to do so by the Board of Directors. He/she, together with such other officials as may be appointed by resolution of the Board of Directors for that purpose, shall have authority to sign checks. He/she shall be ex-officio member of all committees, and shall perform all other duties incidental to his/her office.
3. The President Elect shall in the absence or disability of the President perform the duties of that office.
4. The Treasurer shall have the care and custody of all the funds and securities of the corporation and of all deeds, insurance policies and other valuable documents relating to its property, and shall deposit the same in the name of the corporation in such depositories as may be designated by the Board of Directors. He/she shall report to the President on a semi-annual basis the financial status of the corporation and he/she shall make no investments of moneys without the express approval of the Board, and shall disburse no funds in excess of one thousand dollars ($1,000.00), except upon order of the President or other duly authorized official. The Treasurer shall submit an audited annual financial report at the annual meeting of the Board of Directors. Together with such other officials as may be appointed by resolution of the Board of Directors for that purpose, he/she shall have authority to sign checks, drafts and notes for the payment of money but shall deliver the same only with the approval of the Board or of a duly authorized official. He/she shall render to the Board, at each regular meeting, a full statement of the financial affairs of the corporation.
5. The Secretary shall keep a record of all meetings of the members and of the Board of Directors, and shall make an accurate report of the Society’s proceedings of the preceding year at each annual meeting. The Secretary shall attend to the mailing, posting and publication of all notices of such meetings and of nominations of candidates for election. In the absence of any contrary direction, he/she shall conduct all correspondence on behalf of the Board of Directors. He/she shall be responsible for matters pertaining to registration for annual meetings and shall assure that members are properly notified of meetings and other business. He/she shall have charge of the seal of the corporation, and of such books, records, and other papers as the Board of Directors may direct.
C. Removal of Officers
An action to remove an officer for causes can be instituted by any Director, or ten percent of the members, with voting rights. A vote of a majority of the members present and voting at any duly called annual or special meeting shall be necessary to remove said officer.
D. Compensation of Officers
No officer of the corporation shall receive any compensation. Reasonable expenses, including traveling expenses, determined by the Board of Directors, may be payable to any officer incurring such expenses in the performance of his/her official duties on behalf of the corporation, depending on the financial circumstances of the Society and its ability to meet budgetary goals.
E. Vacancies in Office
In the event of a vacancy caused by the death, resignation or removal of an elected officer, the Board shall fill the vacancy at its next meeting, stated or special. The person so chosen shall hold office until the next annual meeting of the corporation.
V. MISCELLANEOUS PROVISIONS
A. Fiscal Year
The fiscal year of the corporation shall be the calendar year or such other period as the Board may determine.
Any property interest in the Society shall belong solely to the Society as a corporate entity and no members shall have any individual interest or share therein.
The corporation is hereby authorized by resolution of the Board of directors to accept subventions from members or non- members on terms and conditions not inconsistent with the Not-for-Profit Corporation Law of the state of Tennessee, and to issue certificates therefore. Such subventions shall consist of money or other property, tangible or intangible, actually received by the corporation or expended for its benefit or for its formation or reorganization, or a combination thereof, and shall be evidenced by the issuance of subvention certificates in accordance with the provisions of section 505 of the Not-for-Profit Corporation Law.
D. Inspection of Books and Records
The books and records of the Society may be inspected by any member or his/her duly authorized representative, upon written notice, registered mail, return receipt requested, to the Society at the office where said books and records are deposited. Such inspections may be done during regular business hours.
E. Annual Statement
The Board of Directors shall publish and submit to the members at the annual meeting of the members a statement of the physical and financial condition of the corporation, including a consolidated balance sheet showing the assets and liabilities of the corporation and a profit and loss statement covering the preceding fiscal year, and certified by independent public accountants.
F. Distribution on Dissolution
The corporation shall adopt a plan of distribution of assets submitted by a majority of the Board of directors, subject to the members at a meeting, authorization of said plan by two thirds of the votes cast thereat. The affirmative votes shall be at least equal to a quorum and subject to the restrictions, if any, of Section 501 (c) of the Internal Revenue Code and order of the Justice of the Supreme Court of the State of Tennessee. If a majority of the Board of Directors is unable to reach a decision as to an appropriate distribution of the assets, the Board of Directors shall file a petition for judicial distribution under order of the court of the State of Tennessee.
G. Amendments or Repeals of Bylaws
Proposed amendments or repeals of the Bylaws shall be presented in writing to the Board of Directors and shall have been signed by at least two fellows. The Board of Directors will then give written notice of the proposed amendment or repeal to all fellows at least 45 days prior to the next annual meeting. Approval of the amendment or repeal of the Bylaws will require the affirmative vote of at least two thirds of those present and voting at the annual meeting.
Unless excused by the Board of Directors, a member delinquent in dues for one year may be dropped from membership. Notification of nonpayment shall be sent to the last known address at least two months before the end of the year. Membership will lapse with no further notice if payment is not received by the end of the year. An individual whose membership has lapsed because of nonpayment shall be reinstated on payment of the current year’s dues and the delinquent year’s dues. Payment of any intervening years’ dues is not required.
The amount of the Society’s dues shall be determined by the Board of Directors and may not necessarily be the same in each succeeding year. All Fellows shall pay dues, except that members having reached the age of 65 years may request a dues waiver for the duration of their membership in the corporation without loss of membership rights. Dues shall not be assessed to Honorary Fellows.
J. Notices of the Society.
All notices of the Society may be delivered to members by electronic mail.