Bylaws - American Laryngological Association

BY LAWS

of the

AMERICAN LARYNGOLOGICAL

ASSOCIATION

Revised 2010

Article I

NAME OF THE ASSOCIATION

The name of this corporation shall be:

AMERICAN LARYNGOLOGICAL ASSOCIATION.

Article II

Mission Statement

The Mission of the American Laryngological Association (ALA) is to promote education and research and disseminate important new scientific information relative to laryngology, the study of basic science, promoting and presenting the latest scientific discoveries, publishing peer-reviewed reports, establishing funding sources for pilot research studies that facilitate subsequent NIH funding, and sponsoring educational seminars and courses, public service announcements, and all under approval of the governing Council.

PURPOSES

This Association shall be dedicated to enhancing the care and well-being of patients and shall have for its purposes:

1. The advancement and promotion of the study of the science of medicine and surgery, devoting special attention to the upper aerodigestive tract and to engage in, and to encourage, research with respect thereto.

2. The elevation of standards of the fundamental study and teaching of Laryngology in the undergraduate and postgraduate medical schools of America.

3. The publishing annually of the proceedings of this Association.

4. The honoring of those who, by their contributions in the field of Laryngology, have aided in its advancement.

Article III

OFFICES

Section 1. Offices. The registered office of this organization shall be maintained in Washington, D.C.

Section 2. Additional Offices. The organization may have other and additional offices both within and without the District of Columbia as the Council may from time to time determine.

Article IV

MEMBERSHIP

Section 1. Designation of Classes.

Members of the organization shall be designated as “Fellows” and shall consist of the following five classes and one designation as “Members”:

A. Active

B. Emeritus

C. Honorary

D. Corresponding

E. Associate

F. Post-Graduate Members

Section 2. Qualifications for Membership: Active Fellows.

A. A candidate for Active Fellowship must be a duly licensed physician, admitted to practice in the country in which he/she resides, and must have been a recognized specialist in the diseases of the upper aerodigestive tract for a period of seven (7) years. The candidate must be a diplomat of the American Board of Otolaryngology or its equivalent as determined by the Council and, be a member of the Triological Society. In addition, within a 5 year period of being proposed, the candidate must have documented attendance at 3 annual meetings and delivered a presentation (oral or poster) of at least one manuscript. The candidate must have submitted at least 10 articles to recognized journals on topics related to laryngology. A resident of any country in North, Central, or South America may, when duly qualified, become a candidate for Active Fellowship.

B. Each candidate for admission must be proposed by one Active Fellow, and seconded by another Active Fellow over their respective signatures, on a blank form provided for that purpose.

C. The name and residence of the candidate, a complete history of his/her professional attainments and standing, together with the names of the proposing and seconding Fellows shall be mailed to the Membership Committee not later than the third Monday of September in each year by the Secretary.

D. Each Fellow shall be expected to comment confidentially to the Secretary on the candidates proposed by the Membership Committee, and these comments shall be in the hands of the Secretary before the 15th day of December next following.

E. Any candidate whose admission may be opposed by 10% of the Fellows should not be considered by the Council, and his or her name should be eliminated from the list of applicants. His or her name may be proposed again the following year.

F. The candidates shall be considered by the Council at its Winter Meeting after review by the Membership Committee. The Council may then make nominations to the Association, and it shall be the sole nominating body.

G. Any candidate not nominated to the Association by the Council within three (3) years after his/her proposal shall be removed from consideration. Such a candidate may be proposed again after an interval of three (3) years.

H. The election of candidates shall occur at the Annual Meeting of the Association and each candidate shall be voted upon separately. A candidate to be admitted to membership must receive the affirmative vote of three quarters (3/4) of the Fellows present.

I. The Active Fellowship shall not exceed two hundred (200) Fellows.

Section 3. Qualifications for Membership: Emeritus Fellows.

A. Any active Fellow or Corresponding Fellow, regardless of duration of fellowship, may, after full retirement from active practice, apply for Emeritus Fellowship. Any Fellow who desires to make application for Emeritus Fellowship may do so by making written request of the Council for nomination to Emeritus Fellowship. Upon recommendation of the Council, the above-mentioned requirements for Emeritus Fellowship may be waived. An Emeritus Fellow is not subject to payment of regular dues, and may not hold office. They may vote at the Annual Meeting. Active Emeriti Fellows may vote at the Annual Meeting.

B. The election of Emeritus Fellows shall take place in the same manner as that for Active Fellows.

Section 4. Qualifications for Membership: Honorary Fellows.

A. Any person, who in the judgment of the Council, shall have made distinguished contributions in the field of Laryngology, shall be eligible for Honorary Fellowship and may be recommended by the Council to the Association for election.

B. Honorary Fellows shall not exceed twenty (20) in number.

C. The election of Honorary Fellows, by the Association, shall take place in the Annual Meeting. Recommendation for Honorary Fellowship shall be made solely by the Council, which shall consider candidates only on the written request of two (2) Active Fellows. A candidate to be admitted to Honorary Fellowship must receive the affirmative vote of three fourths (3/4) of the Fellows present. The Honorary Fellow is not subject to payment of dues; he/she may not hold office nor vote.

Section 5. Qualifications for Membership: Corresponding Fellows.

A. Any person, who in the judgment of the Council, shall have made distinguished contributions to medicine or the sciences related to the field of Laryngology and has been a recognized specialist in the diseases of the upper aerodigestive tract for a period of seven (7) years following completion of all training, shall be eligible for Corresponding Fellowship and may be recommended by the Council to the Association for election.

B. Corresponding Fellows shall not exceed one hundred (100) in number.

C. The election of Corresponding Fellows, by the Association, shall take place at the Annual Meeting. Recommendation for Corresponding Fellowship shall be made solely by the Council, which shall consider candidates only on the written request of two (2) Active Fellows. A candidate to be admitted to Corresponding Fellowship must receive the affirmative vote of three fourths (3/4) of the Fellows present. The Corresponding Fellow is subject to payment of dues equaled to one-half of dues for Active Fellows; he/she may not hold office nor vote.

Section 6. Qualifications for Membership: Associate Fellows.

A. Any person, who in the judgment of the Council, shall have made distinguished contributions to medicine or the sciences related to the field of Laryngology and is a resident of North, Central, or South America shall be eligible for Associate Fellowship and may be recommended by the Council to the Association for election. Such individual must be a resident of North, Central, or South America. This category will usually be reserved for non-physician scientists or those physicians who do not qualify for Fellowship under Article IV, Section 2. A of these By-laws.

B. Associate Fellows should not exceed thirty (30) in number.

C. The election of Associate Fellows by the Association shall take place at the Annual Meeting. Recommendation for Associate Fellowship shall be made solely by the Council which shall consider candidates only on the written request of two (2) Active Fellows. A candidate to be admitted to Associate Fellowship must receive the affirmative vote of three fourths (3/4) of the Fellows present. The Associate Fellow is subject to payment of dues at half the rate of Active Fellow; may not hold office nor vote.

Section 7 – Qualification for Membership: Post-Graduate

A. Any person having completed a recognized Laryngology fellowship upon the recommendation of the fellowship director and/or residency Department Chairman, Vice-Chairman and/or program director shall be eligible for post-graduate status. The appointment is time sensitive, with the candidate being required to become an Active fellow within ten (10) years of appointment or Corresponding fellow within seven (7) years of appointment. The candidate for Active Fellowship must be a diplomat of the American Board of Otolaryngology. No dues will be applicable for years 1-5. Post-Graduates members who are eligible to become Active Fellows will be responsible for fifty percent (50%) of dues assessed to Active Fellows during years 6-10. Post Graduate members who are eligible to become Corresponding Fellows will be responsible for 50% of the dues assessed to Corresponding Fellows for years 6 and 7.

B. A complete history of professional attainments must be available to the membership committee. The election of the candidate shall be formalized at the annual meeting by a three-fourth vote of those in attendance. No dues will be applicable for years 1-5. Post-Graduates members will be responsible during years 6-10 for fifty percent(50%) of dues assessed to Active Fellows.

Article V

MEETINGS

Section 1. Annual Meeting.

A. The Annual Meeting of the Association shall be held at such time and place as may be fixed by the Council at its Annual Meeting in January, and notice shall be mailed to each Fellow at least thirty (30) days prior to such Annual Meeting of the Association. Twenty (20) Active Fellows shall constitute a quorum.

B. At the First Session of the Annual Meeting of the Association, a Nominating Committee of five (5) Active Fellows, who are not members of the Council, shall be elected to nominate ten (10) Fellows to serve on the Council for the next year.

C. This Nominating Committee shall report to the Association at the First Session on the second day. It shall not designate the officers of the Association. The Council shall elect its own officers.

D. Independent nominations may be made at the same meeting at which the Nominating Committee reports.

E. The election of the Council shall be held following the close of nominations.

F. Five (5) members of the Council shall constitute a quorum.

G. The Council shall meet immediately after its election and organize by electing from among its number the following officers:

President

Vice-President (President-Elect)

Secretary

Treasurer

Editor

Historian

Three (3) Councilors

Two (2) Councilors at Large

Such officers shall perform the usual duties of their respective offices for both the Council and Association.

I. The order of procedure for the Annual Meeting shall be the following:

1. First Day: Establish the presence of a quorum for the Executive Session at which only Fellows of the Association shall be present. At this time, there shall be the election new Fellows. After concluding the Executive Session, the meeting shall be opened for the reception of guests, the President’s address, scientific papers, and presentation of instruments.

2. Second Day: Annual Business Meeting at which only Fellows of the Association shall be present. This shall include reports of the Secretary, the Treasurer, and all Committees, special delegates, and new and unfinished business. Remainder of the second day shall be devoted to the presentation of scientific papers. Urgent business may be transacted at any meeting by unanimous consent. When expedient, the Council may rearrange the program and the order of business.

J. The President and the Secretary shall constitute ans serve as the Program Committee, and shall arrange and pss upon scientific contributions offered to the Association, subject to review and approval by the Council.

K. Papers.

1. The final titles and abstracts of all scientific papers to be read at any Annual Meeting shall be forwarded to the Secretary not later than two (2) months preceding the first day of the meeting.

2. No paper shall be read before the Association which has been printed or read before another body except at the discretion of the Council.

3.The scientific program including the presentation of the presidential address and those of the honored speakers shall be approved by the Council.

4. All papers read before the Association and accepted for publication shall become the property of the Association, and the publication shall be under the control of the Council. No papers shall be read before the Annual Meeting until a legible copy thereof shall be delivered to the Secretary at or before the meeting at which the paper is presented.

5. Plates required for the illustration of papers published in the Transactions may require payment by the authors of the articles.

6. No paper shall be published in the Transactions unless one of the authors thereof is present at the meeting and reads the paper, except by special vote of the Council.

7. All matters pertaining to publicity shall be under the control of the Council.

8. The Secretary shall cause to be published in the Transactions the names and addresses of all Active Fellows.

Section 2. Special Meetings

A. Special meetings of the Association may be held only at the direction of the Council acting at the request of five (5) or more Active Fellows.

B. For the purpose of such a meeting, voting may be by mail, fax, or email prior to the meeting. Twenty (20) percent of the Active Fellows shall constitute a quorum.

Article VI

OFFICERS

Section 1. Duties of the President.

A. The President shall preside at all General Sessions of this Association and sessions of the Council. He/she shall perform such duties as pertain to the principal administrative officer of a corporation. He/she shall be an ex officio member of all committees of this Association. As immediate Past President, he/she shall be a member of the Council for a period of three (3) years immediately following his/her term of office. He/she shall appoint all Committees upon assuming office. He/she shall deliver an annual address at the first General Session of the Annual Meeting.

Section 2. Duties of the Vice-President.

A. There shall be one (1) Vice-President who is President-Elect. He/she shall be a member of the Council and shall serve for a period of one (1) year. He/she shall assume the duties of the President during the absence or disability of the President.

Section 3. Duties of the Secretary.

A. The Secretary shall attend and keep a record of all meetings of the Association and the Council. He/she shall notify candidates of their election to Fellowship. He/she shall send notification of Annual Meetings thirty (30) days in advance. At the Annual Business Meeting of the Association he/she shall review the minutes of the meetings of the Council that have been held during the current year. He/she shall furnish nomination blanks to any Fellow upon request. Upon receipt of a properly prepared blank, nominating and seconding a candidate for election, he/she shall endeavor to ascertain from other Fellows the record of professional and personal qualifications of the candidate, for the guidance of the Council in determining the eligibility of the candidate for Fellowship in the Association. He/she shall send notification of the death of a Fellow to the members of the Association.

Section 4. Duties of the Treasurer.

A. The Treasurer shall receive all money due and pay all debts.

B. No unusual expenditures may be made by the Treasurer except when so ordered by the Association at its Annual Meeting, or by resolution of the Council at any of its meetings.

C. The Treasurer shall present at the Annual Business Meeting a written report of the financial condition and operation of the Association which, together with the books and accounts of the Association, shall be audited by a qualified accountant approved by the Council.

D. The Treasurer shall be bonded for an amount which will cover the trust funds held by the Association, plus the maximum sum for the year in the treasury of the Association, or an amount fixed by the Council. It shall be the duty of the Treasurer to take out this bond annually, and the expense shall be borne by the Association. After the bond shall have been executed, it shall be sent to the Secretary and in his/her custody it shall be kept. The Secretary shall notify the Treasurer thirty (30) days in advance of the date of expiration of the bond.

E. At the meeting of the Council, immediately preceding the Annual Meeting of the Association, the Treasurer shall submit a budget of expenditures for the ensuing year. Upon his/her recommendation, the Council may apply to the principal of any special fund, any part of the earned income of that special fund, or such part of a general fund and surplus as it may deem advisable.

F. The Treasurer shall pay the traveling expenses and meals en route, as well as one night’s lodging, for each Council member attending mid-winter Council meetings. The Treasurer shall also pay the above if a Councilor made a special trip for the sole purpose of attending the Council meeting. This applies to the Annual Meeting as well as other meetings of the Council.

G. He/she shall pay an annual administrative allowance for secretarial expenses to the President, Secretary, Treasurer, and Historian and Editor. The amount of such administrative allowance shall be determined by the Council.

Section 5. Duties of the Editor:

A. He/she shall be a voting member of the Council.

B. He/she shall publish the Transactions from the annual meeting under the direction of the council. This publication can be in a format to include electronic or hard copy media.

C. He/she shall provide the Transactions to each Active Fellow annually at no cost. This may include electronic access via the ALA website. Those Fellows, who due to their classification are exempt from paying annual dues, shall be furnished with copies of the Transactions at a cost to be determined by the Council. It shall also be the duty of the Editor to offer for sale to libraries, or others, copies of the Transactions upon request.

D. He/she shall work with the editor of the official contracted journal of the ALA to ensure representation in said journal by ALA sponsored papers.

F. He/she shall develop and maintain the association website.

Section 6. Duties of the Historian:

A. He/she shall be an emeritus Council member as a requirement for nomination.

B. He/she shall be a voting member of the Council.

C. He/she shall participate in Council activities.

D. He/she shall provide continuity within the Council to maintain council membership protocol.

E. He/she shall be the liaison between the Council and emeritus ALA members to foster continued representation and input into ALA activities.

F. He/she shall maintain all records of potential historical significance and advise the Council regarding historical precedent.

G. At the annual meeting he/she shall announce the names of all Fellows who have ceased to be members since the last annual meeting.

H. The term of office will be five years with an option for a second term upon recommendation by the Council.

Section 7. Transitions.

A. In case of the death of the Secretary, Treasurer or Historian and Editor, or for any reason of sufficient gravity to interfere with the performance of their duties by any of these officers, or of any Councilor, the President shall appoint another Active Fellow to fill the vacant office until the next following Council meeting, with the approval of the Council.

Section 8. Call of Meeting.

A. The President shall call a special meeting of the Council at any time at the written request of five (5) members of the Council, or he/she may call such a meeting at any time on his/her own motion. Each member of the Council shall have at least two (2) weeks notice of such special meeting.

Article VII

COUNCIL

Section 1. Number.

A. The Council shall consist of eleven (11) in accordance with the articles of incorporation of this corporation and the laws of the District of Columbia

Section 2. When elected; term; Past Presidents as Members.

A. The members of the Council shall be elected at the Annual Meeting of the Association.

B. The two (2) Councilors at Large are to be elected annually and may serve for two (2) years, in this capacity

Section 3. Powers and Rights.

A. The Council shall have the management of the affairs of the Association within the powers and rights conferred on it by the laws of the District of Columbia and the articles of incorporation and these bylaws, subject to such restriction or enlargement as shall be decided upon at an Annual Meeting of this Association.

Section 4. Consideration of Candidates for Fellowship.

A. It shall consider the qualifications of candidates for Fellowship and the confidential communication regarding them, and shall submit the names of its choices for the vote of the Fellows at the Annual Meeting. It shall have sole authority to nominate candidates and recommend the acceptance of resignations.

Section 5. Review Program Committee.

A. It shall review, whenever necessary, the work of the Program Committee and that of other officers having to do with the scientific publications and contributions of this Association.

Section 6. Annual Meeting.

A. The Annual Meeting of the Council shall be held in January of each year at such place as the Council shall determine. It shall meet also immediately preceding the Annual Meeting and at other times and places at its own discretion or upon notice from the President and Secretary.

Section 7. Council Action for Fellowship Review.

A. The President shall, when called upon, present to the Fellows for discussion at the Executive Sessions any action of the Council.

Section 8. Creation, Appointment, and Dissolution of Special Committees.

A. The Council shall have authority to create and dissolve special committees.

Article VIII

COMMITTEES

Section 1. Membership Committee.

A. There will be a Membership Committee consisting of three (3)Councilors appointed annually by the President. This Committee will conduct a preliminary review of all candidates.

Section 2. Finance Committee.

A. There shall be a Finance Committee, consisting of the Treasurer, the President, and the immediate Past President, which may buy or sell subscription rights and exercise voting privileges. This committee shall have power to sell, invest, or reinvest all special funds of the Association as they deem advisable. No unusual expenditures, however, may be made by the Committee, except when so ordered by the Association at its Annual Meeting, or by a resolution of the Council at any of its meetings. This Committee shall review the investment portfolio of the Association at least twice a year

Section 3. Casselberry Fund Committee.

A. There shall be the Casselberry Fund Committee consisting of three (3) Fellows appointed annually by the President. The members of this Committee shall be known only to the President, to the Secretary and to the other members of the Committee.

Section 4. deRoaldes Fund Committee.

A. There shall be a deRoaldes Fund Committee, a rotating committee, consisting of five (5) Fellows appointed by the President, one member of which shall be appointed annually to serve five (5) years.

Section 5. Newcomb Award Committee.

A. There shall be a Newcomb Award Committee consisting of three (3) Fellows appointed annually by the President.

Section 6. Research Committee.

A.The President shall appoint a committee made up of five (5) fellows to perform the function of judging different awards, such as the Resident Research Award and Young Faculty/Practitioner Award for papers submitted for presentation.

Section 7. Appointment of Other Committee.

A. The President may appoint Ad Hoc Committees as deemed necessary.

Section 8. President as ex officio member.

A. The President shall be an ex officio member of all committees.

Article IX

MEMBERSHIP DUES AND FEES

Section 1. Annual Dues.

A. The annual dues of members shall be established by the Council. Changes shall be subject to the approval of the Active Fellows present at the Annual Meeting.

Section 2. Unpaid Dues.

A. If dues or other indebtedness of any Fellow shall remain unpaid for a period of nine (9) months after they fall due, the Treasurer shall inform him/her by registered mail of such delinquency. If, after such demand for payment, dues or other debts shall remain unpaid, then the matter shall be reported to the Council for action. On vote of the Council, the Fellow may be suspended from the Association and later recommended to the Association for expulsion.

Section 3. Remitting Dues.

A. The Council may remit entirely or in part the dues or other indebtedness of any Fellow at its request for reasons justifiable within its judgment.

Section 4. Reinstating Fellows.

A. Any Fellow who shall have been suspended from the Association for failure to pay his/her dues, or other indebtedness, shall be automatically reinstated if the debt in question is paid within two (2) months after suspension.

Section 5. Assessments.

A. Assessments may be levied by the Association on the recommendation of the Council.

Article X

SUSPENSION AND EXPULSION FOR NON-ATTENDANCE

Any Active Fellow who shall have absented himself/herself from three (3) consecutive meetings, may upon vote of the Council, be suspended from the Association and later brought before the Association for expulsion. This rule shall not apply to Fellows of twenty (20) or more years standing.

Article XI

RESIGNATIONS

Any Fellow in good standing who has met with the required obligations of the Association, may, at any time resign from membership. He/she shall present to the Secretary in writing his reasons for his/her request. His/her request shall be brought before the Council at its next meeting for their decision and action.

Article XII

CENSURE, SUSPENSION AND EXPULSION OF FELLOWS

Section 1. Disorderly or Prejudicial Conduct.

A. If the conduct of a Fellow shall appear to be disorderly or prejudicial to the character and welfare of the Association, contrary to or in violation of or not authorized by its bylaws, the Council shall inform him/her thereof in writing; this written notice shall be personally delivered, or sent by registered mail to the offending Fellow, informing him/her of the time appointed when he/she may be heard in his/her defense before the Council, which shall constitute the Board of Trial. The accused Fellow may be represented and defended by counsel if he/she so desires, at his/her own expense. The Association may likewise be represented by a prosecuting officer appointed by the Council. At least thirty (30) days shall elapse between the service of a written notice containing the particulars of the charge preferred and the trial before the Council.

Section 2. Sanctions.

A. At such meeting, the offending Fellow, if found guilty by seven (7) members of the Board of Trial, shall be censured, or suspended or his/her expulsion may be recommended.

Section 3. Referral to Association.

A. The findings of the Council together with the supporting evidence must be presented to the Association at the ensuing Annual Meeting. If expulsion of the Fellow is recommended, then a three quarters (3/4) affirmative vote of the members present and voting shall be sufficient to expel the accused Fellow.

Article XIII

AMENDMENTS

The bylaws may be amended pursuant to a resolution presented at a regular meeting of the Association by a three quarters (3/4) vote of the Active Fellows present. A copy of such resolutions shall have been sent to each Active Fellow at least thirty (30) days prior to such regular meetings.

Article XIV

MISCELLANEOUS PROVISIONS

Section 1. Parliamentary Authority.

A. The current edition from time to time of Robert's Rules of Order shall be the parliamentary authority for any meeting held pursuant to these bylaws.

Section 2. Fiscal Year.

A. The corporation’s fiscal year shall end on December 31.

Section 3. Seal.

A. The seal of the corporation shall be circular in form and there shall be inscribed thereon the name of the corporation and the year of its organization. The Council may alter and change said seal at its pleasure. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

American Laryngological Association
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Nomination for ALA Membership Membership Categories Council Bylaws Application for Membership		Bylaws Home > Home > Bylaws BY LAWS of the AMERICAN LARYNGOLOGICAL ASSOCIATION Revised 2010 *Article I* NAME OF THE ASSOCIATION The name of this corporation shall be: AMERICAN LARYNGOLOGICAL ASSOCIATION. *Article II* Mission Statement The Mission of the American Laryngological Association (ALA) is to promote education and research and disseminate important new scientific information relative to laryngology, the study of basic science, promoting and presenting the latest scientific discoveries, publishing peer-reviewed reports, establishing funding sources for pilot research studies that facilitate subsequent NIH funding, and sponsoring educational seminars and courses, public service announcements, and all under approval of the governing Council. PURPOSES This Association shall be dedicated to enhancing the care and well-being of patients and shall have for its purposes: 1. The advancement and promotion of the study of the science of medicine and surgery, devoting special attention to the upper aerodigestive tract and to engage in, and to encourage, research with respect thereto. 2. The elevation of standards of the fundamental study and teaching of Laryngology in the undergraduate and postgraduate medical schools of America. 3. The publishing annually of the proceedings of this Association. 4. The honoring of those who, by their contributions in the field of Laryngology, have aided in its advancement. *Article III* OFFICES Section 1. Offices. The registered office of this organization shall be maintained in Washington, D.C. Section 2. Additional Offices. The organization may have other and additional offices both within and without the District of Columbia as the Council may from time to time determine. *Article IV* MEMBERSHIP Section 1. Designation of Classes. Members of the organization shall be designated as “Fellows” and shall consist of the following five classes and one designation as “Members”: A. Active B. Emeritus C. Honorary D. Corresponding E. Associate F. Post-Graduate Members Section 2. Qualifications for Membership: Active Fellows. A. A candidate for Active Fellowship must be a duly licensed physician, admitted to practice in the country in which he/she resides, and must have been a recognized specialist in the diseases of the upper aerodigestive tract for a period of seven (7) years. The candidate must be a diplomat of the American Board of Otolaryngology or its equivalent as determined by the Council and, be a member of the Triological Society. In addition, within a 5 year period of being proposed, the candidate must have documented attendance at 3 annual meetings and delivered a presentation (oral or poster) of at least one manuscript. The candidate must have submitted at least 10 articles to recognized journals on topics related to laryngology. A resident of any country in North, Central, or South America may, when duly qualified, become a candidate for Active Fellowship. B. Each candidate for admission must be proposed by one Active Fellow, and seconded by another Active Fellow over their respective signatures, on a blank form provided for that purpose. C. The name and residence of the candidate, a complete history of his/her professional attainments and standing, together with the names of the proposing and seconding Fellows shall be mailed to the Membership Committee not later than the third Monday of September in each year by the Secretary. D. Each Fellow shall be expected to comment confidentially to the Secretary on the candidates proposed by the Membership Committee, and these comments shall be in the hands of the Secretary before the 15th day of December next following. E. Any candidate whose admission may be opposed by 10% of the Fellows should not be considered by the Council, and his or her name should be eliminated from the list of applicants. His or her name may be proposed again the following year. F. The candidates shall be considered by the Council at its Winter Meeting after review by the Membership Committee. The Council may then make nominations to the Association, and it shall be the sole nominating body. G. Any candidate not nominated to the Association by the Council within three (3) years after his/her proposal shall be removed from consideration. Such a candidate may be proposed again after an interval of three (3) years. H. The election of candidates shall occur at the Annual Meeting of the Association and each candidate shall be voted upon separately. A candidate to be admitted to membership must receive the affirmative vote of three quarters (3/4) of the Fellows present. I. The Active Fellowship shall not exceed two hundred (200) Fellows. Section 3. Qualifications for Membership: Emeritus Fellows. A. Any active Fellow or Corresponding Fellow, regardless of duration of fellowship, may, after full retirement from active practice, apply for Emeritus Fellowship. Any Fellow who desires to make application for Emeritus Fellowship may do so by making written request of the Council for nomination to Emeritus Fellowship. Upon recommendation of the Council, the above-mentioned requirements for Emeritus Fellowship may be waived. An Emeritus Fellow is not subject to payment of regular dues, and may not hold office. They may vote at the Annual Meeting. Active Emeriti Fellows may vote at the Annual Meeting. B. The election of Emeritus Fellows shall take place in the same manner as that for Active Fellows. Section 4. Qualifications for Membership: Honorary Fellows. A. Any person, who in the judgment of the Council, shall have made distinguished contributions in the field of Laryngology, shall be eligible for Honorary Fellowship and may be recommended by the Council to the Association for election. B. Honorary Fellows shall not exceed twenty (20) in number. C. The election of Honorary Fellows, by the Association, shall take place in the Annual Meeting. Recommendation for Honorary Fellowship shall be made solely by the Council, which shall consider candidates only on the written request of two (2) Active Fellows. A candidate to be admitted to Honorary Fellowship must receive the affirmative vote of three fourths (3/4) of the Fellows present. The Honorary Fellow is not subject to payment of dues; he/she may not hold office nor vote. Section 5. Qualifications for Membership: Corresponding Fellows. A. Any person, who in the judgment of the Council, shall have made distinguished contributions to medicine or the sciences related to the field of Laryngology and has been a recognized specialist in the diseases of the upper aerodigestive tract for a period of seven (7) years following completion of all training, shall be eligible for Corresponding Fellowship and may be recommended by the Council to the Association for election. B. Corresponding Fellows shall not exceed one hundred (100) in number. C. The election of Corresponding Fellows, by the Association, shall take place at the Annual Meeting. Recommendation for Corresponding Fellowship shall be made solely by the Council, which shall consider candidates only on the written request of two (2) Active Fellows. A candidate to be admitted to Corresponding Fellowship must receive the affirmative vote of three fourths (3/4) of the Fellows present. The Corresponding Fellow is subject to payment of dues equaled to one-half of dues for Active Fellows; he/she may not hold office nor vote. Section 6. Qualifications for Membership: Associate Fellows. A. Any person, who in the judgment of the Council, shall have made distinguished contributions to medicine or the sciences related to the field of Laryngology and is a resident of North, Central, or South America shall be eligible for Associate Fellowship and may be recommended by the Council to the Association for election. Such individual must be a resident of North, Central, or South America. This category will usually be reserved for non-physician scientists or those physicians who do not qualify for Fellowship under Article IV, Section 2. A of these By-laws. B. Associate Fellows should not exceed thirty (30) in number. C. The election of Associate Fellows by the Association shall take place at the Annual Meeting. Recommendation for Associate Fellowship shall be made solely by the Council which shall consider candidates only on the written request of two (2) Active Fellows. A candidate to be admitted to Associate Fellowship must receive the affirmative vote of three fourths (3/4) of the Fellows present. The Associate Fellow is subject to payment of dues at half the rate of Active Fellow; may not hold office nor vote. Section 7 – Qualification for Membership: Post-Graduate A. Any person having completed a recognized Laryngology fellowship upon the recommendation of the fellowship director and/or residency Department Chairman, Vice-Chairman and/or program director shall be eligible for post-graduate status. The appointment is time sensitive, with the candidate being required to become an Active fellow within ten (10) years of appointment or Corresponding fellow within seven (7) years of appointment. The candidate for Active Fellowship must be a diplomat of the American Board of Otolaryngology. No dues will be applicable for years 1-5. Post-Graduates members who are eligible to become Active Fellows will be responsible for fifty percent (50%) of dues assessed to Active Fellows during years 6-10. Post Graduate members who are eligible to become Corresponding Fellows will be responsible for 50% of the dues assessed to Corresponding Fellows for years 6 and 7. B. A complete history of professional attainments must be available to the membership committee. The election of the candidate shall be formalized at the annual meeting by a three-fourth vote of those in attendance. No dues will be applicable for years 1-5. Post-Graduates members will be responsible during years 6-10 for fifty percent(50%) of dues assessed to Active Fellows. *Article V* MEETINGS Section 1. Annual Meeting. A. The Annual Meeting of the Association shall be held at such time and place as may be fixed by the Council at its Annual Meeting in January, and notice shall be mailed to each Fellow at least thirty (30) days prior to such Annual Meeting of the Association. Twenty (20) Active Fellows shall constitute a quorum. B. At the First Session of the Annual Meeting of the Association, a Nominating Committee of five (5) Active Fellows, who are not members of the Council, shall be elected to nominate ten (10) Fellows to serve on the Council for the next year. C. This Nominating Committee shall report to the Association at the First Session on the second day. It shall not designate the officers of the Association. The Council shall elect its own officers. D. Independent nominations may be made at the same meeting at which the Nominating Committee reports. E. The election of the Council shall be held following the close of nominations. F. Five (5) members of the Council shall constitute a quorum. G. The Council shall meet immediately after its election and organize by electing from among its number the following officers: President Vice-President (President-Elect) Secretary Treasurer Editor Historian Three (3) Councilors Two (2) Councilors at Large Such officers shall perform the usual duties of their respective offices for both the Council and Association. I. The order of procedure for the Annual Meeting shall be the following: 1. First Day: Establish the presence of a quorum for the Executive Session at which only Fellows of the Association shall be present. At this time, there shall be the election new Fellows. After concluding the Executive Session, the meeting shall be opened for the reception of guests, the President’s address, scientific papers, and presentation of instruments. 2. Second Day: Annual Business Meeting at which only Fellows of the Association shall be present. This shall include reports of the Secretary, the Treasurer, and all Committees, special delegates, and new and unfinished business. Remainder of the second day shall be devoted to the presentation of scientific papers. Urgent business may be transacted at any meeting by unanimous consent. When expedient, the Council may rearrange the program and the order of business. J. The President and the Secretary shall constitute ans serve as the Program Committee, and shall arrange and pss upon scientific contributions offered to the Association, subject to review and approval by the Council. K. Papers. 1. The final titles and abstracts of all scientific papers to be read at any Annual Meeting shall be forwarded to the Secretary not later than two (2) months preceding the first day of the meeting. 2. No paper shall be read before the Association which has been printed or read before another body except at the discretion of the Council. 3.The scientific program including the presentation of the presidential address and those of the honored speakers shall be approved by the Council. 4. All papers read before the Association and accepted for publication shall become the property of the Association, and the publication shall be under the control of the Council. No papers shall be read before the Annual Meeting until a legible copy thereof shall be delivered to the Secretary at or before the meeting at which the paper is presented. 5. Plates required for the illustration of papers published in the Transactions may require payment by the authors of the articles. 6. No paper shall be published in the Transactions unless one of the authors thereof is present at the meeting and reads the paper, except by special vote of the Council. 7. All matters pertaining to publicity shall be under the control of the Council. 8. The Secretary shall cause to be published in the Transactions the names and addresses of all Active Fellows. Section 2. Special Meetings A. Special meetings of the Association may be held only at the direction of the Council acting at the request of five (5) or more Active Fellows. B. For the purpose of such a meeting, voting may be by mail, fax, or email prior to the meeting. Twenty (20) percent of the Active Fellows shall constitute a quorum. *Article VI* OFFICERS Section 1. Duties of the President. A. The President shall preside at all General Sessions of this Association and sessions of the Council. He/she shall perform such duties as pertain to the principal administrative officer of a corporation. He/she shall be an ex officio member of all committees of this Association. As immediate Past President, he/she shall be a member of the Council for a period of three (3) years immediately following his/her term of office. He/she shall appoint all Committees upon assuming office. He/she shall deliver an annual address at the first General Session of the Annual Meeting. Section 2. Duties of the Vice-President. A. There shall be one (1) Vice-President who is President-Elect. He/she shall be a member of the Council and shall serve for a period of one (1) year. He/she shall assume the duties of the President during the absence or disability of the President. Section 3. Duties of the Secretary. A. The Secretary shall attend and keep a record of all meetings of the Association and the Council. He/she shall notify candidates of their election to Fellowship. He/she shall send notification of Annual Meetings thirty (30) days in advance. At the Annual Business Meeting of the Association he/she shall review the minutes of the meetings of the Council that have been held during the current year. He/she shall furnish nomination blanks to any Fellow upon request. Upon receipt of a properly prepared blank, nominating and seconding a candidate for election, he/she shall endeavor to ascertain from other Fellows the record of professional and personal qualifications of the candidate, for the guidance of the Council in determining the eligibility of the candidate for Fellowship in the Association. He/she shall send notification of the death of a Fellow to the members of the Association. Section 4. Duties of the Treasurer. A. The Treasurer shall receive all money due and pay all debts. B. No unusual expenditures may be made by the Treasurer except when so ordered by the Association at its Annual Meeting, or by resolution of the Council at any of its meetings. C. The Treasurer shall present at the Annual Business Meeting a written report of the financial condition and operation of the Association which, together with the books and accounts of the Association, shall be audited by a qualified accountant approved by the Council. D. The Treasurer shall be bonded for an amount which will cover the trust funds held by the Association, plus the maximum sum for the year in the treasury of the Association, or an amount fixed by the Council. It shall be the duty of the Treasurer to take out this bond annually, and the expense shall be borne by the Association. After the bond shall have been executed, it shall be sent to the Secretary and in his/her custody it shall be kept. The Secretary shall notify the Treasurer thirty (30) days in advance of the date of expiration of the bond. E. At the meeting of the Council, immediately preceding the Annual Meeting of the Association, the Treasurer shall submit a budget of expenditures for the ensuing year. Upon his/her recommendation, the Council may apply to the principal of any special fund, any part of the earned income of that special fund, or such part of a general fund and surplus as it may deem advisable. F. The Treasurer shall pay the traveling expenses and meals en route, as well as one night’s lodging, for each Council member attending mid-winter Council meetings. The Treasurer shall also pay the above if a Councilor made a special trip for the sole purpose of attending the Council meeting. This applies to the Annual Meeting as well as other meetings of the Council. G. He/she shall pay an annual administrative allowance for secretarial expenses to the President, Secretary, Treasurer, and Historian and Editor. The amount of such administrative allowance shall be determined by the Council. Section 5. Duties of the Editor: A. He/she shall be a voting member of the Council. B. He/she shall publish the Transactions from the annual meeting under the direction of the council. This publication can be in a format to include electronic or hard copy media. C. He/she shall provide the Transactions to each Active Fellow annually at no cost. This may include electronic access via the ALA website. Those Fellows, who due to their classification are exempt from paying annual dues, shall be furnished with copies of the Transactions at a cost to be determined by the Council. It shall also be the duty of the Editor to offer for sale to libraries, or others, copies of the Transactions upon request. D. He/she shall work with the editor of the official contracted journal of the ALA to ensure representation in said journal by ALA sponsored papers. F. He/she shall develop and maintain the association website. Section 6. Duties of the Historian: A. He/she shall be an emeritus Council member as a requirement for nomination. B. He/she shall be a voting member of the Council. C. He/she shall participate in Council activities. D. He/she shall provide continuity within the Council to maintain council membership protocol. E. He/she shall be the liaison between the Council and emeritus ALA members to foster continued representation and input into ALA activities. F. He/she shall maintain all records of potential historical significance and advise the Council regarding historical precedent. G. At the annual meeting he/she shall announce the names of all Fellows who have ceased to be members since the last annual meeting. H. The term of office will be five years with an option for a second term upon recommendation by the Council. Section 7. Transitions. A. In case of the death of the Secretary, Treasurer or Historian and Editor, or for any reason of sufficient gravity to interfere with the performance of their duties by any of these officers, or of any Councilor, the President shall appoint another Active Fellow to fill the vacant office until the next following Council meeting, with the approval of the Council. Section 8. Call of Meeting. A. The President shall call a special meeting of the Council at any time at the written request of five (5) members of the Council, or he/she may call such a meeting at any time on his/her own motion. Each member of the Council shall have at least two (2) weeks notice of such special meeting. *Article VII* COUNCIL Section 1. Number. A. The Council shall consist of eleven (11) in accordance with the articles of incorporation of this corporation and the laws of the District of Columbia Section 2. When elected; term; Past Presidents as Members. A. The members of the Council shall be elected at the Annual Meeting of the Association. B. The two (2) Councilors at Large are to be elected annually and may serve for two (2) years, in this capacity Section 3. Powers and Rights. A. The Council shall have the management of the affairs of the Association within the powers and rights conferred on it by the laws of the District of Columbia and the articles of incorporation and these bylaws, subject to such restriction or enlargement as shall be decided upon at an Annual Meeting of this Association. Section 4. Consideration of Candidates for Fellowship. A. It shall consider the qualifications of candidates for Fellowship and the confidential communication regarding them, and shall submit the names of its choices for the vote of the Fellows at the Annual Meeting. It shall have sole authority to nominate candidates and recommend the acceptance of resignations. Section 5. Review Program Committee. A. It shall review, whenever necessary, the work of the Program Committee and that of other officers having to do with the scientific publications and contributions of this Association. Section 6. Annual Meeting. A. The Annual Meeting of the Council shall be held in January of each year at such place as the Council shall determine. It shall meet also immediately preceding the Annual Meeting and at other times and places at its own discretion or upon notice from the President and Secretary. Section 7. Council Action for Fellowship Review. A. The President shall, when called upon, present to the Fellows for discussion at the Executive Sessions any action of the Council. Section 8. Creation, Appointment, and Dissolution of Special Committees. A. The Council shall have authority to create and dissolve special committees. *Article VIII* COMMITTEES Section 1. Membership Committee. A. There will be a Membership Committee consisting of three (3)Councilors appointed annually by the President. This Committee will conduct a preliminary review of all candidates. Section 2. Finance Committee. A. There shall be a Finance Committee, consisting of the Treasurer, the President, and the immediate Past President, which may buy or sell subscription rights and exercise voting privileges. This committee shall have power to sell, invest, or reinvest all special funds of the Association as they deem advisable. No unusual expenditures, however, may be made by the Committee, except when so ordered by the Association at its Annual Meeting, or by a resolution of the Council at any of its meetings. This Committee shall review the investment portfolio of the Association at least twice a year Section 3. Casselberry Fund Committee. A. There shall be the Casselberry Fund Committee consisting of three (3) Fellows appointed annually by the President. The members of this Committee shall be known only to the President, to the Secretary and to the other members of the Committee. Section 4. deRoaldes Fund Committee. A. There shall be a deRoaldes Fund Committee, a rotating committee, consisting of five (5) Fellows appointed by the President, one member of which shall be appointed annually to serve five (5) years. Section 5. Newcomb Award Committee. A. There shall be a Newcomb Award Committee consisting of three (3) Fellows appointed annually by the President. Section 6. Research Committee. A.The President shall appoint a committee made up of five (5) fellows to perform the function of judging different awards, such as the Resident Research Award and Young Faculty/Practitioner Award for papers submitted for presentation. Section 7. Appointment of Other Committee. A. The President may appoint Ad Hoc Committees as deemed necessary. Section 8. President as ex officio member. A. The President shall be an ex officio member of all committees. *Article IX* MEMBERSHIP DUES AND FEES Section 1. Annual Dues. A. The annual dues of members shall be established by the Council. Changes shall be subject to the approval of the Active Fellows present at the Annual Meeting. Section 2. Unpaid Dues. A. If dues or other indebtedness of any Fellow shall remain unpaid for a period of nine (9) months after they fall due, the Treasurer shall inform him/her by registered mail of such delinquency. If, after such demand for payment, dues or other debts shall remain unpaid, then the matter shall be reported to the Council for action. On vote of the Council, the Fellow may be suspended from the Association and later recommended to the Association for expulsion. Section 3. Remitting Dues. A. The Council may remit entirely or in part the dues or other indebtedness of any Fellow at its request for reasons justifiable within its judgment. Section 4. Reinstating Fellows. A. Any Fellow who shall have been suspended from the Association for failure to pay his/her dues, or other indebtedness, shall be automatically reinstated if the debt in question is paid within two (2) months after suspension. Section 5. Assessments. A. Assessments may be levied by the Association on the recommendation of the Council. *Article X* SUSPENSION AND EXPULSION FOR NON-ATTENDANCE Any Active Fellow who shall have absented himself/herself from three (3) consecutive meetings, may upon vote of the Council, be suspended from the Association and later brought before the Association for expulsion. This rule shall not apply to Fellows of twenty (20) or more years standing. *Article XI* RESIGNATIONS Any Fellow in good standing who has met with the required obligations of the Association, may, at any time resign from membership. He/she shall present to the Secretary in writing his reasons for his/her request. His/her request shall be brought before the Council at its next meeting for their decision and action. *Article XII* CENSURE, SUSPENSION AND EXPULSION OF FELLOWS Section 1. Disorderly or Prejudicial Conduct. A. If the conduct of a Fellow shall appear to be disorderly or prejudicial to the character and welfare of the Association, contrary to or in violation of or not authorized by its bylaws, the Council shall inform him/her thereof in writing; this written notice shall be personally delivered, or sent by registered mail to the offending Fellow, informing him/her of the time appointed when he/she may be heard in his/her defense before the Council, which shall constitute the Board of Trial. The accused Fellow may be represented and defended by counsel if he/she so desires, at his/her own expense. The Association may likewise be represented by a prosecuting officer appointed by the Council. At least thirty (30) days shall elapse between the service of a written notice containing the particulars of the charge preferred and the trial before the Council. Section 2. Sanctions. A. At such meeting, the offending Fellow, if found guilty by seven (7) members of the Board of Trial, shall be censured, or suspended or his/her expulsion may be recommended. Section 3. Referral to Association. A. The findings of the Council together with the supporting evidence must be presented to the Association at the ensuing Annual Meeting. If expulsion of the Fellow is recommended, then a three quarters (3/4) affirmative vote of the members present and voting shall be sufficient to expel the accused Fellow. *Article XIII* AMENDMENTS The bylaws may be amended pursuant to a resolution presented at a regular meeting of the Association by a three quarters (3/4) vote of the Active Fellows present. A copy of such resolutions shall have been sent to each Active Fellow at least thirty (30) days prior to such regular meetings. *Article XIV* MISCELLANEOUS PROVISIONS Section 1. Parliamentary Authority. A. The current edition from time to time of Robert's Rules of Order shall be the parliamentary authority for any meeting held pursuant to these bylaws. Section 2. Fiscal Year. A. The corporation’s fiscal year shall end on December 31. Section 3. Seal. A. The seal of the corporation shall be circular in form and there shall be inscribed thereon the name of the corporation and the year of its organization. The Council may alter and change said seal at its pleasure. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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