RESTATED BYLAWS OF DYSPHAGIA RESEARCH SOCIETY, INC.
Adopted 1993
Revised October 2004
Table of Contents
Page
Article 1 Identification .................................................................................. 46
Article 1.01 Name and Organization.................................................................. 46
Article 1.02 Principal and business offices......................................................... 46
Article 1.03 Registered Agent............................................................................ 46
Article 1.04 Place of keeping corporate records................................................. 46
Article 2 Powers and Purposes
Article 2.01 Purposes.......................................................................................... 46
Article 2.02 Powers............................................................................................. 47
Article 2.03 Prohibited Practices......................................................................... 47
Article 3 Membership
Article 3.01 Qualifications for membership.......................................................... 47
Article 3.02 Applications for membership; review, .............................................. 47
approval and election to membership
Article 3.03 Classes and types of membership.................................................... 48
Article 3.04 Rights and powers............................................................................ 49
Article 3.05 Actions by the members.................................................................... 49
Article 4 Board of Directors
Article 4.01 Composition and manner of selection.............................................. 50
Article 4.02 Resignation and removal................................................................. 51
Article 4.03 Duties and responsibilities............................................................... 51
Article 4.04 Actions by the directors.................................................................... 51
Article 4.05 Committees...................................................................................... 52
Article 4.06 Action without a meeting.................................................................. 53
Article 5 Officers
Article 5.01 Number, titles, election and tenure................................................... 54
Article 5.02 Compensation.................................................................................. 54
Article 5.03 Resignation and removal.................................................................. 54
Article 5.04 Vacancies......................................................................................... 54
Article 5.05 Powers, authority, and duties........................................................... 54
Article 5.06 President.......................................................................................... 54
Article 5.07 President-Elect................................................................................. 55
Article 5.08 Secretary/Treasurer......................................................................... 55
Article 6 Indemnification ................................................................................ 55
Article 7 Amendments .................................................................................... 55
Article 8 Seal ................................................................................................... 55
Article 9 Fiscal Year ....................................................................................... 56
Secretary/Treasurer’s Certificate of Adoption ................................................. 56
ARTICLE 1
Identification
Section 1.01. Name and organization. The corporation’s name is DYSPHAGIA RESEARCH SOCIETY, INC. (the “corporation”) and the corporation is a nonstock, not for profit corporation organized under Chapter 181 of the Wisconsin Statutes.
Section 1.02. Principal and business offices. The corporation may have such principal and other business offices as the board of directors may designate or as the corporation’s business may require.
Section 1.03. Registered agent. The corporation’s registered agent or his or her address on file in the office of the Wisconsin Secretary of State may be changed from time to time by the board of directors in the manner prescribed by law with proper notice filed thereafter with the Secretary of State in accordance with the requirements of Section 181.09 of the Wisconsin Statutes or the corresponding provision of any future law governing nonstock and not for profit corporations adopted by the State of Wisconsin.
Section 1.04. Place of keeping corporate records. The records and documents required by law to be kept by the corporation permanently shall be kept at the corporation’s principal office.
ARTICLE 2
Purposes and Powers
Section 2.01. Purposes. The corporation is organized exclusively for charitable, educational and scientific purposes that qualify the corporation for tax exempt status under Section 501 (c) (3) of the Internal Revenue Code of 1986 or the corresponding section of any future federal tax code. In furtherance of such purposes, the corporation may engage in any lawful activities authorized by Chapter 181 of the Wisconsin Statutes which are consistent with such purposes.
In particular, the purposes of the corporation shall be:
to enhance and encourage research pertinent to normal and disordered swallowing and related functions.
to attract new investigators to the field and to encourage interdisciplinary research.
to promote the dissemination of knowledge related to normal and disordered swallowing.
to provide a multidisciplinary forum for presentation of research into normal and disordered swallowing.
to foster new methodologies and instrumentation in dysphagia research and its clinical application.
Section 2.02. Powers. The corporation shall possess and be permitted to exercise all powers in connection with its purposes as are authorized by Chapter 181 of the Wisconsin Statutes and not inconsistent with 501 (c) (3) status.
Section 2.03. Prohibited Practices. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its officers, directors or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2, Section 2.01 of these Restated Bylaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.
Not withstanding any other provision of these Restated Bylaws or the corporation’s Restated Articles of Incorporation, the corporation shall neither have nor exercise any powers or engage in or carry on any activities not permitted to be exercised, engaged in or carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 or the corresponding sections of any future federal tax code.
ARTICLE 3
Membership
Section 3.01. Qualifications for membership. Initially, any member in good standing of the Dysphagia Research Society, an unincorporated, not for profit organization of persons involved in dysphagia research shall be eligible to become a member of the corporation. Thereafter, membership in the corporation shall be open to all persons who are actively pursuing or have pursued research pertaining to normal or abnormal swallowing. Research shall be defined to include clinical or basic science. Members shall be required to have published at least one (1) publication in a peer-reviewed journal.
Section 3.02. Applications for membership; review, approval and election to membership. Applicants for membership must apply in writing with a letter of interest to the Secretary/Treasurer of the corporation confirming active participation in dysphagia research. Two (2) letters of support from Active members in good standing must be received by the Secretary/Treasurer supporting the application for membership. The Secretary/Treasurer shall submit all applications for membership to the Membership Committee for review of applicant credentials. The Membership Committee shall present its recommendations for membership to the board of directors for consideration at the Annual Meeting of the board of directors, at any regularly scheduled meeting of the board of directors, at any special meeting of the board of directors that may be scheduled for that purpose, or by regular or electronic mail. Persons approved by the board of directors for membership shall become members of the corporation
Section 3.03. Classes and types of membership. The corporation shall have four classes or types of membership: Members, Associate Members, Student/Trainee Members and Emeritus Members.
a. Members. Individuals who engage in research into dysphagia and who have contributed to the advancement of the field, who qualify for membership under the requirements of Article 3, Section 3.01 of these Bylaws, who are sponsored for membership by two current Members in good standing, who are approved by the board of directors may, upon payment of dues in such amount as may be established by the board of directors, become Members of the corporation. Members shall have the right to vote, shall be eligible to hold any office as officer or director of the corporation, and shall be permitted to sponsor new applicants for membership and present research or sponsor papers of non-members for presentation at meetings or conferences conducted by the corporation.
b. Associate Members. Individuals who have indicated a serious interest in dysphagia research but who do not qualify as Full Members of the corporation, may, upon payment of dues in such amount as may be established by the directors, become Associate Members of the corporation upon approval of the Membership Committee and the board of directors. Dues for Associate Members shall be established in an amount that is less than the amount established for Members. Associate Members shall be permitted to participate in the activities and programs sponsored, conducted or engaged in by the corporation but shall not have the right to vote and shall not be eligible to hold office. An Associate Member may be nominated, approved and elected to full membership status when the qualifications for membership have been satisfied.
c. Student/Trainee Members. Student/Trainee Members include persons enrolled in an accredited training program working toward a recognized qualification or those involved in swallowing research who do not yet qualify for Associate or Full membership. Student/Trainees will qualify for membership upon receipt of a signed letter from their Program Director and such membership will be renewed on an annual basis as appropriate. Dues for Student/Trainee Members shall be established in an amount that is less than the amount for Full and Associate Members. Student/Trainee Members shall be permitted to participate in the activities and programs sponsored, conducted or engaged in by the corporation but shall not have the right to vote and shall not be eligible to hold office. Upon completion of training, a Student/Trainee Member may be nominated, approved and elected to Associate or Full membership when the appropriate qualifications for such membership have been satisfied.
d. Emeritus Members. Upon written request to the Secretary/Treasurer of the corporation, and with the approval of the board of directors, any Member who retires or is no longer actively engaged in the practice of dysphagia research may be elected by the Members to emeritus status. Emeritus Members shall not be required to pay dues to maintain emeritus status. Emeritus members shall be entitled to all the privileges of membership in the corporation except that they shall not have the right to vote and shall not be eligible to hold office.
Section 3.04. Rights and Powers. In addition to all rights and powers reserved to members of nonstock, not for profit corporations under Chapter 181 of the Wisconsin Statutes, the corporation’s Members shall have and exercise the following specifically enumerated rights and powers to:
a. Review, adopt, amend and approve statements of corporate mission, philosophy or purpose.
b. Review, adopt, approve or ratify amendments to or restatements of the corporation’s articles of incorporation and bylaws and any proposal or plan for merger, consolidation or dissolution of the corporation.
c. Elect the officers of the corporation and five additional members of the corporation’s board of directors, which additional directors shall be designated as and also hold the title of Councilors, from among the list of candidates nominated for director positions by the Nominating Committee of the corporation.
d. Elect persons approved by the board of directors who qualify for membership or emeritus membership status to become Members or Emeritus Members of the corporation.
e. Review, adopt, approve or ratify any schedule of dues for membership and associate membership adopted or established by the board of directors, which schedule and any future amendments or changes thereto shall be required to be submitted to the Members for ratification at the next Annual Meeting of the members of the corporation following adoption or establishment by the board of directors.
Section 3.05. Actions by the members. Rights and powers reserved to the members of the corporation under these Bylaws may be exercised by duly adopted resolution at the Annual Meeting of the members of the corporation which shall be scheduled and convened each year at a time and place chosen by the President of the corporation in consultation with the board of directors. The President shall be responsible for ensuring that reasonable prior written notice of the Annual Meeting setting forth the date, time and place for meeting and describing the nature of the business to be conducted is mailed to all members of the corporation.
A portion of the Annual Meeting shall be designated as the Annual Business Meeting of the corporation, during which the Members shall conduct such business of the corporation as may be required by these Bylaws and such other business as the board of directors or the Members may deem necessary or desirable to conduct. The President of the corporation shall preside over the Annual Business Meeting of the corporation. Questions of procedure shall be resolved by reference to Robert’s Rules of Order (Revised). The Annual Business Meeting shall be open only to corporations Members and attendance by twenty percent of the Members in good standing shall be required to constitute a quorum.
The Annual Business Meeting of the members of the corporation shall be held in connection with the Annual Scientific Meeting of the corporation. The President shall work with the Meeting Program Committee to plan the program and the President -Elect shall preside over Scientific Sessions of the Annual Meeting. Nothing shall preclude the scheduling or sponsoring of other scientific meetings or conferences from time to time, provided, however, that any and all such meetings or conferences shall be approved by action of the board of directors. The Annual Scientific Meeting of the corporation and any other scientific meeting or conference scheduled or sponsored by the corporation shall be open to any and all persons registering to attend the meeting.
In the event it becomes necessary for the Members to meet between annual membership meetings to conduct business of the corporation or take action which cannot be deferred to the next Annual Meeting, the board of directors shall be authorized to call such Special Meetings of the members of the corporation as may be required, upon reasonable prior written notice mailed to all members of the corporation setting forth the date, time and place for meeting and describing the nature of the business to be conducted. The President of the corporation shall preside over any and all Special Meetings of the members of the corporation and attendance by twenty percent of the Members in good standing shall be required to constitute a quorum.
ARTICLE 4
Board of Directors
Section 4.01. Composition and manner of selection. The board of directors shall consist of the President, the President-Elect and the Secretary/Treasurer as elected officers of the corporation, plus the immediate Past-President of the corporation who shall act as a consultant to the board of directors and five (5) additional directors, designated and referred to as Councilors, who shall be elected by the members of the corporation. All nine directors, including the Past-President, shall be entitled to vote on matters presented to the board of directors for decision.
Candidates for Councilor members of the Board of Directors shall be nominated by the Nominating Committee and elected by the Members at the Annual Business Meeting of the members of the corporation. At the first Annual Business Meeting of the members following incorporation and adoption of these Bylaws, three (3) Councilors shall be elected to serve terms of two years each and two (2) Councilors shall be elected to serve terms of three years each. Thereafter, as Councilor terms expire, successors shall be elected for two year terms.
In addition, each year the Nominating Committee shall nominate and the Members, at the Annual Business Meeting, shall elect someone to serve as Secretary/Treasurer of the corporation for a term of one year, with the expectation that the person so elected shall, in subsequent years, automatically succeed to the officer positions of President-Elect and President in accordance with the provision set forth in Article 5, Section 5.01 of these Bylaws.
Section 4.02. Resignation and removal. Any director may resign from the board of directors at any time by giving written notice to the President of the corporation. Councilors may be removed from office at the Annual Business Meeting of the members of the corporation, or at any special membership meeting called expressly for that purpose, provided a quorum of Members is in attendance, by two thirds (2/3) majority vote of the Members present. Any vacancies in a director position can be filled by action if the board of directors at any meeting of the board, or by action by the corporation’s Members at the Annual Business Meeting of the members of the corporation. Persons elected, selected or appointed to fill vacant director positions shall serve as directors for the balance of the unexpired term for the director position to which they have been elected, selected or appointed.
Section 4.03. Duties and responsibilities. The board of directors shall have full responsibility for management, direction and control of the business and affairs of the corporation, subject only to limitations set forth in the corporation’s Articles of Incorporation, these Bylaws and the right of the corporation’s Members to exercise rights and powers reserved to the Members under these Bylaws and Chapter 181 of the Wisconsin Statutes.
Section 4.04. Actions by the directors. The directors may act, by formal resolution or otherwise, at any annual, regular or special meeting of the board for which proper notice is given and at which a quorum is present, by majority vote of directors present, unless some greater majority is required by these Bylaws or Chapter 181 of the Wisconsin Statutes. Attendance at any meeting by five directors shall constitute a quorum for the purpose of conducting or transacting business, except that either the President or President-Elect must be one of the directors in attendance in order for business to be conducted at the meeting. There shall be no vote by proxy allowed, except by unanimous consent of directors present at the meeting. Members nominated for election at the Annual Meeting of the members of the corporation to positions as Councilors and directors for the corporation shall be invited, expected and encouraged to attend and participate in the Annual Meeting of the board of directors held immediately prior to the Annual Meeting of the members of the corporation, but shall not be allowed to vote.
a. An Annual Meeting of the board of directors shall be held each year without prior notice, other than these Bylaws, immediately before or after and at the same place as the Annual Meeting of the members of the corporation. The board may by resolution schedule additional Regular Meetings of the board as necessary to conduct the business of the corporation.
b. Special meetings of the board may be requested and scheduled at any time by the President upon reasonable prior written notice to all directors designating the time and place and stating the purpose for such meeting or the items to be considered.
c. Notice of meetings. Reasonable prior written notice of the Annual Meeting of the members of the corporation shall be mailed to all Members in accordance with Article 3, Section 3.05 of these Bylaws. No additional notice of the Annual Meeting of the board of directors, other than notice which is provided by these Bylaws, shall be required. No additional notice of Regular Meetings, other than notice to all directors of any board resolution establishing a time, date and place for such meetings, shall be required. Whenever any notice is required to be given by law or under the provisions of these Bylaws, a written waiver, signed by the person or persons entitled to such notice shall be deemed equivalent to notice.
d. Conduct of meetings. At all meetings of the board of directors, the President, or, in his or her absence, the President-Elect shall preside. Business shall be transacted in such order as may be determined by the person presiding over the meeting.
Section 4.05. Committees. The standing committees for the corporation shall be the Membership Committee, the Nominating Committee, the Meeting Program Committee and the Past President’s Advisory Council. Nothing shall preclude the establishment of additional ad hoc committees from time to time as the business of the corporation may require. All committees must have members appointed no later than three months following the Annual Meeting of the directors. The President, after consultation with the board of directors, shall be responsible for appointing members of the corporation to serve as committee members, provided, however, that all committee member appointments, except appointments to the Meeting Program Committee, shall be subject to approval by the board of directors. The normal term of appointment for committee members shall be as determined below, with the expectation that terms of appointment to the Membership Committee will, over time, as vacancies arise and successor committee members are appointed, become overlapping to ensure continuity of committee operations. To the extent feasible, committee member appointments should be made from Members coming from different disciplines involved in dysphagia research.
a. Membership Committee. The Membership Committee shall be comprised of five (5) members of the corporation, one of whom shall be one of the incoming Councilors of the corporation who will serve as chairperson of the committee, appointed by the President for a term of two years following approval of such appointments by majority vote of the board of directors.
b. Nominating Committee. The Nominating Committee shall be comprised of five (5) members of the corporation, one of whom shall be the Past President who will serve as chairperson of the committee, appointed by the President on an annual basis for terms of one year following approval of such appointments by the board of directors. The Nominating Committee shall be responsible for identifying Members willing to serve as Councilors and directors of the corporation, if elected by the Members at the Annual Meeting of the members of the corporation and shall also be responsible for assisting the President in identifying Members willing to serve as members of the committees. The philosophy of the Nominating Committee shall be to involve younger members of both sexes in the administration of the corporation and ensure the widest possible representation of specialties involved in dysphagia research.
c. Meeting Program Committee. The Meeting Program Committee shall be comprised of four (4) Members of the corporation, one of whom shall be the President who will serve as chairperson of the committee, appointed by the President each year, which appointments shall not require prior approval by the board of directors. The Meeting Program Committee shall be responsible for planning the program for the scientific portion of the Annual Meeting of members of the corporation and such other scientific meetings and conferences as may be authorized by the board of directors and shall, after consultation with the directors, be responsible for determining the maximum number of papers permitted to be presented at each meeting by members of the corporation.
d. The Past President’s Advisory Council. The Past President’s Advisory Council shall be comprised of the immediate Past President, the Past-Past President, and the Past-Past-Past President. The immediate Past President is a member of the Board with voting privileges. The additional Past-Presidents shall not be able to vote and will act in an advisory capacity only. The formation of the Advisory Council should provide continuity of expertise and knowledge of the functions and mission(s) of the Society. In addition, to provide continuing expertise, every attempt will be made to nominate a Past President to the Council as a 2 year councilor every two years at least.
Section 4.06. Action without a meeting. Any action required or permitted by the corporation’s Articles of Incorporation, these Bylaws, or Chapter 181 of the Wisconsin Statutes to be taken by the board of directors at a board meeting may be taken without a meeting by mail vote in lieu of a meeting, provided a written ballot is sent by mail by the President to all directors explaining the matter for which a board decision is required. Action pursuant to written mail ballot shall be effective when the fifth affirmative ballot is mailed back and received by the President or upon such other effective date as is specified in the ballot.
ARTICLE 5
Officers
Section 5.01. Number, titles, election and tenure. The principal officers of the corporation shall be a President, a President-Elect and a Secretary/Treasurer, each of whom shall be elected for a one year term each year by the Members at the Annual Meeting of the members of the corporation. Notwithstanding the requirement for such election, it is expected and intended that the person elected as Secretary/Treasurer shall, at the expiration of his or her term, be nominated and elected to the position of President-Elect and that the President-Elect shall, at the expiration of his or her term, be nominated and elected to the position of President. No person shall be eligible for re-election to the Presidency. Consecutive officers should, if possible, be chosen from different specialties to help guarantee a broad representation of persons involved in dysphagia research.
Section 5.02. Compensation. Officers shall receive no compensation except that specifically authorized by the board of directors as reimbursement for expenses incurred or payment for services rendered to the corporation.
Section 5.03. Resignation and removal. Officers may resign at any time by giving written notice to the President or the President-Elect.
Section 5.04. Vacancies. Vacancies in any officer position resulting from resignation, death, incapacity, termination, or otherwise may be filled by board of directors for the balance of the unexpired term of office until a successor to the position is elected by the Members at the next Annual Meeting of the members of the Corporation.
Section 5.05. Powers, authority, and duties. The officers shall perform the duties usually associated with their respective offices and such other duties as may be assigned from time to time by the board of directors or required by the corporation’s Articles of Incorporation, these Bylaws and Chapter 181 of the Wisconsin Statutes.
Section 5.06. President. The President shall preside over the Annual Business Meeting of the members of the corporation, shall serve as chairperson and preside at all meetings of directors, shall serve as chairperson of the Meeting Program Committee and shall, after consultation with other directors, appoint Members to serve on the standing committees of the corporation, subject to the board’s approval of such appointments. The President, in consultation with other directors, shall choose the location and date for the Annual Meeting of the members of the corporation. The President shall have the powers and perform all duties usually incident to the office of president, including the authority, subject to the direction and authorization of the board of directors, to sign and execute contracts, instruments of conveyance and all other documents in the name of the corporation as may be required to be executed by such officer under Chapter 181 of the Wisconsin Statutes.
Section 5.07. President-Elect. The principal duties of the President-Elect shall be to perform the duties and exercise the powers of the President in the absence of the President. In addition, the President-Elect shall preside over the scientific portion of the Annual Meeting of the members of the corporation.
Section 5.08. Secretary/Treasurer. The principal duties of the Secretary/Treasurer shall be to record the minutes of the meetings of the board of directors, to superintend and maintain the correspondence and the financial books of account for the corporation, to care for all books, papers and documents of the corporation, and to perform such other duties as may be required by the board of directors.
ARTICLE 6
Indemnification
The corporation shall, to the fullest extent authorized or allowed by Chapter 181 of the Wisconsin Statutes, indemnify any director, officer or member of the corporation against any and all liability, and shall advance funds sufficient to cover all reasonable expenses, including legal expenses, incurred by a director, officer or member, arising out of or in connection with any proceeding in which he or she is a party because he or she is or was a director, officer or member of the corporation. These indemnification rights shall not be deemed to exclude any other rights to which the director, officer or member may otherwise be entitled. The corporation may, but shall not be required to, supplement such indemnification against such liability and expenses by the purchase of insurance on behalf of any such persons, whether or not the corporation would be obligated to indemnify such person under this Article 6 of these Bylaws.
ARTICLE 7
Amendments
These Bylaws may be amended at any meeting or by mail ballot of the board of directors by affirmative vote of a two-thirds majority of directors provided that written notice of the proposed amendment has been mailed or delivered to all directors of the corporation then in office, and further, provided that any amendment approved by the directors is presented for consideration by the Members at the Annual Business Meeting of the members of the corporation and approved by majority vote of the Members present at such meeting.
ARTICLE 8
Seal
The corporation shall not have a corporate seal.
ARTICLE 9
Fiscal Year
The corporation shall operate on a calendar fiscal year basis commencing each year on the first day of January and ending on the thirty first day of December.
Secretary/Treasurer’s certificate of adoption:
These Bylaws were duly adopted by unanimous vote of the directors of the corporation present at the initial meeting of the directors of the corporation, held on the _____ day of ______, 1993 pursuant to proper prior written notice to all directors, by affirmative vote of ____ out of the total number of _____ voting directors then in office.
Dated at Milwaukee, Wisconsin, this _____ day of _______, 1993.
___________________________
Secretary/Treasurer
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