Constitution - UK Swallow Research Group (UKSRG)

UKSRG Constitution

Section 1.01. Name and organization. The Organisation shall be known as the United Kingdom Swallowing Research Group (UKSRG). The UKSRG is a not for profit organisation.

Purpose: The UKSRG shall exist for the sole purpose of fostering research in all aspects of normal and abnormal swallowing and related functions with in the United Kingdom.

To achieve this aim the UKSRG shall

1. Encourage and offer support to new investigators by suggesting possible senior researchers to support and or advise them.

2. To encourage interdisciplinary research.

3. To promote the dissemination of knowledge related to normal and disordered swallowing.

4. To provide a multidisciplinary forum for presentation of research into normal and disordered swallowing.

5. To foster new methodologies and instrumentation in dysphagia research and its clinical application.

6. To foster the development of standardised metrics for assessments.

Membership

Qualifications for membership. Membership to the UKSRG 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. Full Members shall be required to have published in the area of swallowing (abnormal or normal) as the first or senior author on one (1) manuscript in a peer reviewed journal, or as a co-author on three (3) manuscripts in a peer-reviewed journal.

Membership.

Membership of the UKSRG shall be open to all professionals with an interest in swallowing. Membership will be confirmed on receiving an application and submission of fees. Failure to pay subscription fees within two months of the due date shall resulting termination of membership.

Membership fees will be reviewed on an annual basis.

There will be one category of membership.

Actions by the members. Rights and powers reserved to the members of the UKSRG under these Bylaws may be exercised by duly adopted resolution at the Biannual Meeting of members of the UKSRG which shall be scheduled and convened every two years at a time and place chosen by the Board. The President shall be responsible for ensuring that reasonable prior written notice of the Biannual 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.

Biannual Business Meeting shall be held during the biannual Scientific Meeting and will be open to all members of the UKSRG.

Meeting of the UKSRG, during which the Members shall conduct such business of the UKSRG as may be required by these Bylaws and such other business as the Board or the Members may deem necessary or desirable to conduct. The President shall preside over the Biannual Business Meeting of the UKSRG. The Annual Business Meeting shall be open only to Members of the UKSRG members.

The Biannual Business Meeting of the members of the UKSRG shall be held in connection with the Biannual Scientific Meeting. 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 UKSRG 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 biannual membership meetings to conduct business of the corporation or take action which cannot be deferred to the next biannual Meeting, the board of directors shall be authorized to call such Special Meetings of the members of the UKSRG 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 UKSRG 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.

Board

Composition and manner of selection. The board of directors shall consist of the President, the President-Elect, Secretary and Treasurer as elected officers of the UKSRG, plus the immediate Past-President and five members of the UKSRG. All nine directors, including the Past-President, shall be entitled to vote on matters presented to the board of directors for decision.

Candidates for members of the Board of Directors shall be nominated by

the Nominating Committee and elected by the Members at the biannual Business Meeting of the members of the corporation. Five members shall be elected, each for a four year (two meeting) term.

The senior officers shall serve for a period of …….

Resignation and removal. Any officer may resign from the board at any time by giving written notice to the President of the UKSRG.

Members may be removed from office at the Annual Business Meeting of the members of the UKSRG, 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 UKSRG’s Members at the biannual Business Meeting of the members of the UKSRG. Persons elected, selected or appointed to fill vacant officer positions shall serve as officers for the balance of the unexpired term for the director position to which they have been elected, selected or appointed.

Duties and responsibilities. The board shall have full responsibility for management, direction and control of the business and affairs of the UKSRG, subject to the constitution of the UKSRG.

Actions by the board. The board may act, by formal resolution or otherwise, at any biannual, regular or special meeting of the board for which proper notice is given and at which a quorum is present, by majority vote of board present. Attendance at any meeting by five board members 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 officers 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 members and officers for the corporation shall be invited, expected and encouraged to attend and participate in the biannual Meeting of the board of directors held immediately prior to the biannual Meeting of the members of the corporation, but shall not be allowed to vote.

a. An biannual Meeting of the board of directors shall be held each year without prior no0tice, other than these Bylaws, immediately before or after and at the same place as the biannual Meeting of the members of the UKSRG. The board may by resolution schedule additional Regular Meetings of the board as necessary to conduct the business of the board.

b. Special meetings of the board may be requested and scheduled at any time by the President upon reasonable prior written notice to all officers and board members designating the time and place and stating the purpose for such meeting or the items to be considered. Notice of meetings. Reasonable prior written notice of the biannual Meeting of the members of the UKSRG shall be mailed to all Members in accordance with rules of the UKSRG. No additional notice of the biannual Meeting of the board, 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.

Committees. The standing committees for the corporation shall be the Meeting/ Scientific Program Committee and any other committee deemed appropriate or necessary in the future.

Committees, shall be subject to approval by the Board. The Chair of the committee shall be a Board member. The membership shall consist of x Board members and elected members of the UKSRG.

The normal term of appointment for committee members shall be as determined below, the terms of appointment to the 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

By Laws/ Constitution

The By-Laws/ Constitution shall be reviewed by the Board biannually and any changes shall be approved by the Board and ratified at the Annual Business meeting.

Section 4.06. Action without a meeting.

There may be occasions when decisions need to be taken out side of the usual Board meetings. In such situations the President shall initiate a telephone conference to discuss such issues that have arisen.

ARTICLE 5

Officers

Section 5.01. Number, titles, election and tenure. The principal officers of the UKSRG shall be a

President,

President-Elect,

Secretary

Treasurer

Past President

Each of whom shall be elected for a four year term at the Biannual Business Meeting by the Membership. If an officer resigns during a term of office, the Board will co opt a member to complete the term of office until the subsequent biannual Business meeting.

The President elect shall assume the role of president at the end of their term of office, and the president shall become the immediate past president and will remain on the Board for a further four years.

The Secretary and the Treasurer shall serve for 4 years and may be elected for a second term after which they shall not be eligible to stand for re-election for a second four years.

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 UKSRG.

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 or required by the Constitution.

Section 5.06. President. The President shall preside over the Biannual Business Meeting of the members, shall serve as chairperson and preside at all meetings of directors, shall serve as chairperson of the Meeting/ Scientific Committee and shall, after consultation with other directors, appoint Members to serve on the standing committees as and when they are instituted or required, 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.

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 Biannual Meeting of the members of the UKSRG.

Section 5.08. Secretary. The principal duties of the Secretary/Treasurer shall be to record the minutes of the meetings of the Board and Annual Business Meeting.

Treasurer 5.09 To superintend and maintain the correspondence and the financial books of account for the UKSRG. To maintain and prepare accounts for the Annual Business Meeting and Board Meetings.

Amendments

The Constitution shall be amended at any meeting or by email ballot of the Board by affirmative vote of a two-thirds majority of directors provided that written notice of the proposed amendment has been emailed or delivered to all Board members of the UKSRG corporation then in office, and further, provided that any amendment approved by the directors is presented for consideration by the Members at the Biannual Business Meeting by majority vote of the Members present at such meeting.