ABEA Bylaws

Rules and regulations governing ABEA’s operations

The American Broncho-Esophagological Association, Inc.

Revised March 19, 2025

Article I - Name

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

Articles II - Objectives

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

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

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

Articles III - Members

3.1 Membership Classes. ABEA shall comprise seven classes of members: Active, Associate, International, Senior, Honorary, Candidate and Physician In-Training. 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 physician assistant, nurse practitioner, speech language pathologist, researcher, and physician or allied professionals in specialties 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 have completed training, are not yet eligible for Active Membership and 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 .

g. Physician in Training Members shall include Residents , in good standing, in a US or Canadian training program approved by the Accreditation Council on Graduate Medical Education (ACGME), or equivalent osteopathic or Canadian accrediting organization, and Fellows who are interested in participating in the Society and becoming Candidate and subsequently Active Members after completing training.

3.2 Admissions

a. Admission to ABEA shall be based on recommendation of two Active Members, review of application materials by the Membership Committee, and approval by the Council.

b. The proposal of an individual (an “Applicant”) for Active Membership shall be a recommendation to the Council of two Active Members, preferably practicing and residing in the community where the Applicant practices and resides.

c. The proposal of an individual (an “Applicant”) for International membership shall be made by a member of the Council and seconded by an Active Member.

d. The proposal of an individual (an “Applicant”) 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. An applicant for Active membership must meet the following requirements:

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

f. Specific requirements for Post-Graduate membership are as follows:

Post-Graduate members must have one letter from their Chair and/or Program Director and one Active Member of the ABEA.
The applicant for Post-Graduate 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:

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:

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.
The Nurse Practitioner/Physician Assistant Applicant must work within a practice that includes an Active Member of the Society, have been in practice for three or more years, and have contributed to advances in Laryngology and Bronchoesophagology.
Speech Language Pathologists and 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 to advances in Laryngology and Bronchoesophagology.

i. At 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 by the Membership Committee and then presented before the Council for approval. 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 posted on the ABEA website for approval or objection by the general membership. 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. Approved applicants will then be inducted into the membership at an Business Meeting. Membership shall become effective upon notification of the approved Applicant by the Secretary and payment of any dues prior to the ABEA Annual Meeting.

Articles IV - Officers & 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 chaired by the Immediate Past-President, and composed of the current President and the President-Elect. Each Nominating Committee member shall serve to the extent of their ABEA Council Role. The duties and responsibilities of the Nominating Committee shall be to solicit nominations from the membership, review nominations, and 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. The slate is to be approved by the Council and announced at the annual ABEA Business Meeting.

4.3 Election. The officers (other than the President) shall be elected at the Council Meeting. The President-Elect shall automatically become President after their term in the office of President-Elect. The officers duties shall commence immediately after the Business Meeting 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 their term of office learning the administrative duties which shall befall their upon their assumption of the Office of the President at the end of their 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) review minutes of Business Meeting s and Council Meetings that are composed by administrative support; (b) keep records of attendance and active participation in deliberations at Business Meetings ; (c) submit to the appropriate body material for consideration by the Council, Thesis Committee, and the members; (d) notify all successful Applicants of their election to membership; (e) notify members of their election to the Council; (f) prepare and present an annual report to ABEA, detailing the activities of the Council and the condition, financial and otherwise, of ABEA and (g) 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 Business Meeting. The Treasurer shall give a bond, if required by the Council. An annual report (compilation) of the Treasurers accounts shall be provided annually by a certified public accountant and reviewed by the finance committee independent from the Treasurer. An external review or audit of the Treasurer’s accounts shall be performed during the year that the Treasurer’s office transitions to a new member. The Treasurer shall serve for 4 years.

The retiring Treasurer shall within one month after the close of Business Meeting deliver to the new Treasurer all money, vouchers, books, and papers of the ABEA in their custody.

4.8b Treasurer-Elect. The Treasurer-Elect shall spend their term of office learning the administrative duties which shall befall them upon their assumption of the Office of the Treasurer at the end of their term. The Treasurer-Elect shall assist the Treasurer in all duties. The Treasurer-Elect shall serve 1 year aligned with the final year of the Treasurer’s term.

4.9 Editor. The Editor shall be responsible for (a) selecting the articles and content related to the ABEA website and newsletter; (b) compiling material to be included on the website and newsletter; (c) determining in what manner the material for the newsletter and website is to be laid out; (d) engaging a publisher to publish abstract manuscripts; and (e) e-mailing the newsletter 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.

Articles 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 Active Members: the 7 titular officers; the immediate Past President; the Chairs of the standing committees; and 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”).

Articles VI - Standing Committees & Liaisons

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

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

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

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

6.4 Dysphagia Committee: The Dysphagia Committee promotes education of the medical profession and the general public about best practice and advances in science and technology related to dysphagia, supports scientific production and dissemination of robust evidence on dysphagia basic science, assessment and interventions, and represents in ABEA in collaborations with other associations/societies/foundations focusing efforts on swallowing health and dysfunction.

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

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

6.7 Strategic Partners Committee. This committee provides and oversees strategic relationships with relevant professional organizations and industry in the adult and pediatric aerodigestive space. The Committee mission is to identify and pursue areas of aligned priorities and collaborative synergies that benefit both the ABEA and its strategic partners both nationally and internationally. Both national and international relationships are encouraged. Examples of key relationships include but are not limited to: the American Academy of Otolaryngology-Head and Neck Surgery (AAO-HNS), American Society of Pediatric Otolaryngology (ASPO), the American Laryngological Association (ALA), Dysphagia Research Society, Aerodigestive Society and various industrial innovators in aerodigestive equipment, tools, and products. Strategic relationships may be ongoing or ad hoc, with formalized partnerships being preferred. The Chair of the Strategic Partners Committee shall 1) utilize its members to represent the ABEA at pertinent meetings 2) establish, maintain and grow meaningful engagement with prospective and current partners and 3) report business activities and opportunities to the ABEA Council. A coordinated report of the various partnerships will be presented annually to the ABEA Council.

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

6.9 Membership Committee. The Membership Committee shall assist the Secretary in all duties pertaining to the active recruitment of new members, processing of materials submitted by prospective members, and coordinating the induction of new electees during the annual scientific meeting. The membership committee chair shall be the recipient of information relative to those applying for membership as well as informing the ABEA membership of applicants being considered. The Membership Committee shall be responsible for soliciting the payment of membership dues by actively promoting timely and complete payments through effective communication and engagement strategies. The Committee will ensure accurate record-keeping in concert with the Treasurer.

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

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

6.12 Advocacy & Community Outreach Committee. The Advocacy & Community Outreach Committee promotes ABEA-relevant public service and product safety initiatives through the education of medical professionals, the general public, industry and government.

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

6.14 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.

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

Articles VII - Earnings & 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.

Articles 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 Business Meetings. The Business Meetings 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 Business Meetings. Election of officers and admission of members shall occur at the Business Meetings by a vote of the Active Members present.

8.3 Special Meetings. Special Meetings, including in-person or virtual/electronic engagement 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, Business Meeting, and any special meetings of the membership of ABEA shall be mailed to each member at least thirty (30) days in advance.

Articles IX - Voting

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

9.2 Action. The affirmative vote of a majority of Active Members or Council Members shall constitute action at Business Meeting 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.

Articles X - Dues

10.1 Active Members. Each Active Member shall pay annual dues, as determined by the Council and approved by the membership.

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

10.3 International Members: International members shall pay annual dues as determined by the Council and approved by the membership.

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. Senior, Honorary, and Resident Members shall be exempt from payment of dues.

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

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

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

10.9 Delinquency. Any member who is in arrears for the two most recent year’s annual dues, shall be expelled from the membership of ABEA, provided that notice of such member’s delinquency and impending expulsion has been sent to such member by electronically 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.

Articles XI - Disciplinary Action

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

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

11.3 Appeal. In the event a member desires to appeal the disciplinary action of the Council, or, if in the Councils judgment, any charges warrant review by the membership, the results of the investigation and hearing shall be submitted by the Council to the membership at the Business Meeting The accused member may appear and present their own defense at the Business Meeting. The charged member and/or the Council may be represented by legal counsel. The Council’s 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.

Articles XII - Withdrawal

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

Articles XIII - Amendments

Any amendment of these By-Laws shall require the affirmative vote of three-fourths of the Active Members present at an Business Meeting or participating in 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.

Articles 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.

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