RESTATED BYLAWS OF DYSPHAGIA RESEARCH SOCIETY, INC.

Adopted 1993
Revised February 2021
 

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 and encourage new students, investigators and others from diverse
  backgrounds to the field and foster their development within a collegial, supportive, and
  inclusive environment

• to encourage interdisciplinary research

• to promote the dissemination of knowledge related to normal and disordered swallowing
  and related functions

• to provide a multidisciplinary forum for presentation of research into normal and
  disordered swallowing and related functions

• to foster research leading to new methodologies and instrumentation for the study of
  normal and disordered swallowing and its clinical applications
• to enhance and encourage research, and use of research in evidence-based practice,
  that improves the lives and function of those with swallowing disorders
• to enhance and encourage research in the area of normal and disordered swallowing
  that is inclusive and equitable. We encourage our members to perform and support
  research that strives to reduce health inequities globally and aims to include diverse
  voices and perspectives

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 part of the activities of the Corporation shall be dedicated to political activities, such as fundraising or endorsing candidates for political office. Accordingly, the Corporation shall not participate in, or intervene in, any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding 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. Membership in the DRS shall be open to all persons who are actively pursuing or have pursued research and/or are engaged in evidence based clinical practice pertaining to normal and disordered swallowing with a significant interest in advancing the field through understanding of and/or participation in research.

Section 3.02. Applications for Membership; Review, Approval and Election to Membership. 
Applicants for membership must apply in writing, providing necessary information for the
requested class of membership. The Membership Committee shall review all applications for membership and present its recommendations for membership to the Board of Directors for ratification at any regularly scheduled meeting of the Board of Directors, or by regular or electronic 3 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: Full, Student/Trainee, Emeritus, and Affiliate.

a. Full Members. Full members are professionals who have an interest in research regarding normal and/or disordered swallowing as researchers and/or practitioners of evidence-based clinical practice related to dysphagia. Applicants 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. Full Members shall have the right to vote and shall be eligible to hold any office as officer or director of the corporation.

b. Student/Trainee Members. Student/Trainee Members include persons enrolled in a training program working towards a recognized qualification (for example: undergraduate, Masters, Doctoral, Post-Doctoral, residency or fellowship program). Student/Trainees will qualify for membership upon receipt of evidence of current trainee status and such membership will be renewed on an annual basis. Dues for Student/Trainee Members shall be established in an amount that is less than the amount for Full 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 unless designated and appointed by the Board of Directors as a Councilor-in-Training. Upon completion of training, a Student/Trainee Member may apply for Full membership in the Society. 

c. Emeritus Members. Requirements for Emeritus status include: 1) currently retired or no longer actively engaged in the practice of dysphagia research, 2) full membership level for a minimum of 10 years, 3) substantive contribution toward dysphagia research, clinical practice, or advocacy and/or 4) significant contribution to the Society through active committee involvement. 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, including the right to vote, except that they shall not be eligible to serve on the Board of Directors, other than Past Presidents who Chair select Committees for specified time periods. Application is made via written request to the Membership Committee Chair of the Corporation. The Membership Committee Chair and Committee shall review all applications for emeritus status and present its recommendations to the Board of Directors for ratification.

d.  Affiliate Members. Individuals who have an interest in dysphagia research but who do
not meet the requirements for membership as a Full Member, Student/Trainee Member or Emeritus Member of the Corporation. These individuals may, upon payment of dues in such amount as may be established by the Board of Directors, become Affiliate Members of the Corporation. Affiliates shall be permitted to participate in the activities and programs sponsored, conducted or engaged in by the Corporation but shall not have the right or privilege to serve on committees or 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. Ratify the annual slate of officers of the Corporation and 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. Ratify 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 the schedule of membership dues as established 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 Membership Meeting that shall be scheduled and convened each year at a time and place, (including virtual venues) chosen by the President of the Corporation in consultation with the Board of Directors. The President shall be responsible for: 1. ensuring that reasonable prior written notice of the Annual Membership Meeting is provided; 2. setting forth the date, time, place, and/or electronic venue (with appropriate web link) for the meeting; and, 3. describing the nature of the business to be conducted and providing the agenda to all Members of the Corporation via mail, on the Corporation website, via email, or by use of some other mechanism.

At the Annual Membership Meeting of the Corporation, 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 Membership Meeting of the Corporation. Questions of procedure shall be resolved by reference to Robert’s Rules of Order (Revised).

The Annual Membership Meeting of the Members of the Corporation may be held in connection with the Annual Scientific Meeting of the Corporation or may be held in person or electronically at another date/time at the discretion of the Executive Committee (President, President-Elect, Past-President, Secretary/Treasurer) and with proper notice provided to the Membership.

The President or designee shall preside over the Scientific Sessions of the Annual Scientific 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 Membership Meeting, the Board of Directors shall be authorized to call such additional meetings of the Members of the Corporation as may be required, upon reasonable prior written notice sent to all Members of the Corporation (either by U.S. mail or electronically), 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 additional 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.

Section 3.06. Annual Dues Policy. To maintain a membership in good standing, Members of the Corporation shall pay annual dues in a timely manner (by December 31st of each year). Members who are in arrears for one year will be removed from the Corporation’s membership roster.

Section 3.07 Attendance and Voting. Attendance at the Annual Membership Meeting of the Corporation and any additional meetings called by the Board of Directors is available to all Members. On all matters put to a vote of the Members, each Member is entitled to one vote. 5 Unless otherwise stated in these Bylaws, all matters submitted to the Members are determined by a majority vote of those present and voting at a meeting at which a quorum is present.

Section 3.08 Informal Action. In accordance with Wisconsin Statutes § 181.0704, any action required or permitted to be approved by the Members may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by Members holding at least two-thirds of the voting power of the Corporation. Any such written consent signed by two-thirds of the Board of Directors has the same effect as a two-thirds vote and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions. For purposes of this section, “in writing” includes a communication that is transmitted or received by electronic means, and “signed” includes an electronic signature, as defined in Wis. Stat. § 181.0103.

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, who shall act as a consultant to the Board of Directors; five (5) additional Directors, designated and referred to as Councilors; and one (1) Councilor-in-Training who shall serve to represent student Members of the Corporation at functions of the Board. The nine Directors, including the Past President, shall be entitled to vote on matters presented to the Board of Directors for decision; the Councilor-in-Training shall be a non-voting member of the Board. 

Candidates for Councilor and Councilor-in-Training shall be nominated by the Nominating Committee and elected by the Members at the Annual Business Meeting. Five (5) Councilors and one (1) Councilor-in-Training shall be elected, each for a two-year term.

To be eligible to serve on the Board of Directors, an individual must be a DRS member in good standing for a minimum of three consecutive years, have attended a minimum of three of the five past annual meetings, and previously served on a committee. This helps to ensure that nominees have demonstrated a sustained commitment to the Society.

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.

The President, after consultation with the Board of Directors, shall be responsible for appointing Members of the Corporation to serve as committee Members, subject to approval by the Board of Directors. The normal term of appointment for committee Members shall be as determined below. To the extent feasible, committee member appointments should be made of Members coming from different disciplines and diverse professions and backgrounds (race, ethnicity, gender identity, etc.) involved in the study and/or clinical management of normal and/or disordered swallowing.

Section 4.02. Resignation and removal. Any director may resign from the Board of Directors at any time by giving written notice via letter or e-mail 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 of 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 6 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. Additional 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 or communicated via email 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.

e. Meetings by Electronic Means of Communication. Members of the Board of Directors or
any committee of the Board may conduct any regular or special meeting by use of any
electronic means of communication. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws.

Section 4.05.  Committees.  The standing committees for the Corporation shall be the Membership Committee, the Nominating Committee, the Finance Committee, and the Executive Committee. With the approval and oversight of the Board of Directors, additional committees may
be appointed, as the business of the Corporation requires. Additional committees shall be formed by board approved charter. The DRS Institute for Education and special interest groups are considered committees for organizational purposes. The charter will include the scope of responsibilities, committee composition and terms. Charters may be renewed annually by the Board.  

a.  Membership Committee.  The Membership Committee shall be comprised of five (5) Members of the Corporation, one of whom shall be one of the 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. The term for serving Members should be two (2) years, and the terms should be staggered. For the sake of continuity, at the inception of this amendment, two (2) members will be asked to serve one (1) additional year, and the incoming Members will be asked to serve a two-year term.  

b.  Nominating Committee.  The Nominating Committee shall be comprised of five (5) Members of the Corporation, all of whom shall be past presidents. The immediate Past President will serve as the chairperson of the Committee for one (1) year following approval
of such appointments by the Board of Directors. If one or more of the five (5) past presidents is not available, then the current President may nominate one (or more, if needed) Full Member of the corporation who is not currently serving on the Board of Directors to serve on this committee. The Nominating Committee shall be responsible for identifying Full Members willing to serve as Secretary/Treasurer of the Corporation for the following year and Councilors and Directors of the Corporation, if elected by the Members at the Annual Membership Meeting. The Nominating Committee may seek nominations from the Full Members of the Corporation for these roles. The Nominating Committee shall also be responsible for suggesting nominees for the Gold Medal Award to the Board of Directors, and may assist the President in identifying Members willing to serve as members of the committees. The philosophy of the Nominating Committee shall be to involve a wide range of qualified members that will increase diversity, equality and inclusion within our membership and our leadership. This includes of members all genders/gender-identities, from underrepresented groups, younger members, international members and all specialties involved in dysphagia research and clinical practice to ensure the widest possible representation among our membership in our Society.

c.  Finance Committee.  The Finance Committee shall be comprised of up to four Members of the Corporation, including the Secretary/Treasurer who will serve as the chairperson, the President-Elect, and two members of the Corporation, as appointed by the President. The term for serving Members should be three years. The Finance Committee shall be responsible for creating and ratifying the annual budget, reviewing all expenses and income of the Corporation, apportioning appropriate funds to committees and activities in accordance with the Board of Directors directives, and management of investment funding and returns for the Corporation, including the Research and Education Fund.

d.  Executive Committee. The Executive Committee shall be comprised of the Corporation’s officers and immediate past-president. The Executive Committee shall have full powers of the Board of Directors between board meetings, and shall report its activities at each meeting of the Board.

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 written consent in lieu of a meeting, provided a written ballot is sent by the President to all directors
explaining the matter for which a board decision is required. Action pursuant to written consent shall be effective when the fifth affirmative ballot is received by the President, or upon such other effective date as is specified in the ballot. For purposes of this section, “written” includes a communication that is transmitted or received by electronic means, and consent may be given by electronic mail and electronic signature. 

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, and to the extent possible from diverse backgrounds (race, ethnicity, gender identity, etc.), 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. Appointed officers may be removed from their position if directed by the Board, under certain circumstances including but not limited to, gross misconduct bringing disrepute to the Society, deliberate contravention of the Bylaws, illegal actions, illegal drug use, misappropriation of funds, revocation of practicing license, bullying or harassment or other actions deemed contrary to the Mission and nature of the Corporation and these Bylaws.

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 Membership Meeting and Annual Scientific Meeting (along with the Associate Chair (or Chair) of the Annual
Scientific Meeting, who will be chosen by the President), shall serve as chairperson and preside at all meetings of Directors, 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 and the Meeting Chair/s, shall choose the locations (including virtual venues) and dates for the Annual Membership Meeting and Annual Scientific Meeting. 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 serve on the Finance Committee, and lead special initiatives as determined between the President, President-Elect and the Board, such as establishing and maintaining strategic partnerships including International relationships and perform such other duties as may be required by the Board of Directors.

Section 5.08.  Secretary/Treasurer.  The principal duties of the Secretary/Treasurer shall be to superintend the financial books of account for the Corporation, to Chair the Finance Committee, to work with the management company in reviewing all books, papers and documents of the Corporation, as needed, and to perform such other duties as may be required by the Board of Directors.

Section 5.09.  Immediate Past President.  The Immediate Past President will chair the Nominating Committee and the Strategic Planning Committee, and will also serve on the Executive Committee.

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 written ballot of the Board of
Directors (whether by mail or electronic) 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.