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Bylaws of the Aerodigestive Society

Bylaws of the Aerodigestive Society

Proposed December 31, 2017

Revised August 21, 2020

I. OFFICES

A. Office

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.

II. MEMBERS & ANNUAL MEETING

A. Admission to Membership


There are several categories of membership which range in privileges and duties.

B. Place and Time of Annual Meeting

Meetings of The Society shall be held annually at a time and place designated by the Board of Directors, rotating between Nashville, Denver and a “third site” every 3 years, provided a “new site” makes a bid to host the annual meeting with sufficient notice to garner Board approval. Members shall receive notice by mail, electronic mail or other means of communication of the time and place of each annual meeting at least 3 months prior to the meeting. Members and other interested parties will also find current information about the site and dates of the meeting on the Aerodigestive Society’s website and social media outlets.

C. Agenda of the Annual Meeting

The agenda of the annual meeting shall be furnished to the membership at the annual meeting. The Board meetings and the various committee meetings shall be run according to the current edition of Roberts Rules of Order.

D. Quorum

At any meeting of the members, those members (Fellows) with voting privilege 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 (Fellows) 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 fourteen 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 categories:

1. General


2. Fellow

3. Honorary Fellow

H. Definition of Membership Categories

1. General

A general member is an individual who maintains a professional interest in matters consonant with the purposes of the Society. General members will pay an application fee and annual dues both to be determined annually by the Board of Directors. General members will not be eligible to vote or hold office.

2. Fellow

A Fellow shall be a member of the Society, sponsored and confirmed by peers, who shall be able to vote, to hold office and to endorse fellowship candidates. Reference to members voting in the bylaws therefore implies Fellow membership. Fellows will pay an application fee and dues both to be determined annually by the Board of Directors.

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 fellowship pending review by the Membership and Society Committee.

4. Aerodigestive Program Team Membership

The Society recognizes the potential for a team at a healthcare organization to become a member itself through an authentication process. Please see below.

I. Requirements for Membership

1. General membership

Applicants whose interests are consonant with the purposes of the Society will be eligible for general membership. Requirements for general membership will include an initial application fee and annuals dues. General members will receive a discount on registration for the annual meeting of the Society, as well as access to member content. General members will not be eligible for voting or holding of office within the Society.

2. Fellowship

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 of membership are as follows:

a. Individuals must satisfy general membership requirements and 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 internally by its institution and externally visible to aerodigestive patients seeking care. It is also expected that Fellows of the Society will attend the annual meeting of the Society in person. If the Fellow does not attend the annual meeting for two consecutive years, the individual will revert to general membership.

b. The applicant for Fellowship must hold certification in his or her primary 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. Starting January 1, 2021, the applicant will complete a Fellowship application. Fellowship in the Society requires endorsement by two fellows of the Society whom the applicant is to name in the application form. Such endorsement is indicative that the applicant does in fact maintain a professional interest consonant with the purposes of the Society. The Membership and Society Committee will review the application 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 offered or remain a general member. The Membership and Society Committee will make its recommendations known to the Board of Directors and the membership before or at the annual meeting. Fellowship and its privileges become active the following calendar year.

d. All applications for Fellowship must be received by the chairperson of the Membership and Society Committee at least 3 months prior to the annual meeting.

e.  Prior to January 1, 2021, individuals who meet all the qualifications for Fellowship in the Aerodigestive Society (2. a-c above), and who have paid annual membership dues to the Aerodigestive Society for at least 1 of the 3 years spanning 2018, 2019, 2020 AND who have attended at least 3 of the last 5 annual meetings spanning 2016, 2017, 2018, 2019, 2020 shall be admitted as Fellows at the Annual Meeting in December 2020. Payment of annual Fellowship dues will be required, starting January 2021.

3. Honorary Fellowship

A Fellow of the Society may petition the Membership and Society Committee to recommend a non-member of renown for honorary fellowship. 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 fellowship shall be required by the board in the form of a majority affirmative vote of all board members present.

4. Aerodigestive Program Team Membership

The Society reserves the right create a process to vet individual aerodigestive programs and award authentication to programs meeting certain criteria. Individual team members will hold General Membership, Fellowship or Honorary Fellowship within the Society commensurate with their qualifications, their interest and their payment of application fees and annual dues. However, the Society may offer differential pricing to individuals joining as part of an authenticated aerodigestive program.

J. Admission to Membership

An individual may become a member to the Society as noted above. Likewise, the Society reserves the right create a process to vet individual aerodigestive programs and award authentication to programs meeting certain criteria. 

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.

III. DIRECTORS

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

Six (6) of the Directors shall be the president, president elect, immediate past president, past-past president, secretary, and treasurer, and they shall have full voting rights. Other directors shall be elected from the Fellows at large or from their patients’ families with at least two (2) of these directors elected annually, for a term of two (2) years. The secretary and treasurer shall hold office for a term of three (3) years. The president shall serve for a term of two (2) years 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 for two (2) year terms by the Fellows of the Aerodigestive Society eight (8) executive committee members who, together with the President and President Elect, immediate past president and past-past president of the Society, shall constitute an Executive Committee totaling 12 members. The President of the Society shall serve as the Chairperson of the Committee. The 8 members fulfill these positions:

  1. Otolaryngology representative                     (expiring end of 2020); 2021 & 2022
  2. Pulmonary representative                            (expiring end of 2021); 2022 & 2023
  3. Gastroenterology representative                  (expiring end of 2020); 2021 & 2022
  4. SLP/OT representative                                (expiring end of 2021); 2022 & 2023
  5. Program Coordinator representative            (expiring end of 2021); 2022 & 2023
  6. APP representative                                     (expiring end of 2020); 2021 & 2022
  7. At-Large representative #1                          (expiring end of 2020); 2021 & 2022
  8. At-Large representative #2                          (expiring end of 2021); 2022 & 2023

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. One of the primary functions of the Executive Committee is to receive reports from the standing committees and to build the program of the annual meeting with advisement of the standing committees.

H. Committees

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 (appointed) by the majority vote of the Executive Committee. The chairperson shall be a member of the Executive Committee. Standing Committee members must be Fellows in good standing with the Aerodigestive Society, and the duration of service 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 submissions for presentation, 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 Fellowship into the Aerodigestive Society and report its recommendations to the Board. This committee should also maintain focus on growing the Society’s membership and presence, including internationally. Likewise, the Society will employ the Membership and Society Committee to vet individual aerodigestive programs and award authentication to programs meeting certain criteria. This committee will be responsible for coordinating and implementing educational programs in the many interrelated areas of pediatric aerodigestive care (e.g. webinars).

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 as well as the growth of the Society. The Strategic Committee will consider and make recommendations to the Executive Committee and to the Board regarding the Society’s arenas of activity, meeting location and host institutions, relationships with other societies, 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. This committee will be responsible for communication between and amongst the various disciplines that enter into the area of pediatric aerodigestive care. 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 and their families. 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. This committee may have members that are not Fellows of the society (e.g. family member, patient).

J. Ex-Officio Committee Members

The President, President Elect, Past President and Past Past President as well as Secretary, and Treasurer are ex-officio members of all standing committees and shall have a vote.

K. Discipline

Membership in the Society should continue only so long as a member or fellow, 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.

IV. OFFICERS

A. Election by Fellow 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 Fellow 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. 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 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 in the 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, Executive Committee and of the members. The president shall sign all documents in the name of the corporation, when authorized to do so by the Board of Directors. The president, 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. The president shall be ex-officio member of all committees, and shall perform all other duties incidental to the 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. The Treasurer shall report to the President on a semi-annual basis the financial status of the corporation and 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, the treasurer 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. The Treasurer 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, the secretary shall conduct all correspondence on behalf of the Board of Directors. The Secretary shall be responsible for matters pertaining to registration for annual meetings and shall assure that members are properly notified of meetings and other business. The Secretary shall have charge of the seal of the corporation, and of such books, records, and other papers as the Board of Directors may direct.

6.  The online content provided by the Aerodigestive Society on the website (currently www.aerodigestive.us) will be the responsibility of the Past-Past-President, Immediate-Past-President, President and President Elect (4 “Presidents”) of the Society. However, the webmaster activities involved in actually adding and removing content from the website may be assigned to administrative support staff under the direction of the 4 Presidents.

Website activities, including but not limited to the design, content, web-hosting and functionality of the Aerodigestive Society website, will be evaluated financially in annual and semi-annual Aerodigestive Society Board meetings. While every effort will be taken to maximize website functionality, while minimizing cost, website-related expenditures exceeding $750.00 per annum must be vetted by the Executive Committee and approved by an absolute majority of the voting members of the Board prior to incurring said expense.

C. Removal of Officers

An action to remove an officer for cause can be instituted by any Director, or ten percent of the Fellows of the society.

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.

B. Distributions

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.

C. Subventions

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.

H. Delinquency

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, physical or other, 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.

I. Dues

The amount of the Society’s dues and application fees shall be determined by the Board of Directors and may not necessarily be the same in each succeeding year. 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.