Bylaws

Bylaws Of The Connecticut Academy Of Audiology, Inc.

Non-Stock corporation

The purposes of the Connecticut Academy of Audiology, Inc. (hereinafter, the "Academy"), as set forth in its Certificate of Incorporation, are:  to be a professional organization of individuals dedicated to providing expert hearing health care to the public, and to enhance the ability of our members to achieve career and practice objectives through professional development, education, advocacy, research, and increased public awareness of hearing and balance disorders and audiologic services.  This statement of purposes may not be amended without review of the Certificate of Incorporation, and in the event of any conflict between the Certificate of Incorporation and the Bylaws, the provisions of the Certificate of Incorporation shall prevail.

ARTICLE I. OFFICE

1.1 Office. The principle office of the Academy shall be located at the Academy President’s business address, home address, or other location as the Board of Directors may determine. The Academy shall have other offices at such other places as the Board of Directors may from time to time designate, or as the business of the Academy may require. This principal office address will be maintained and updated with relevant state business registry, federal agencies and financial institutions with each new Academy President.

ARTICLE II. MEMBERSHIP

2.1 Members. The members of the Connecticut Academy of Audiology shall consist of Fellows, Student Members and Professional Affiliate Members. The Academy and its Board of Directors shall not discriminate against any person on the basis of race, color, ethnic ancestry, national origin, religion, creed, age, gender, sexual orientation, marital status, medical condition or physical disability.

2.1.1 Fellows.  Membership as a Fellow shall be open to all audiologists who have been awarded at least a master’s degree in audiology or the equivalent thereof from a regionally accredited institution of higher learning prior to January 1, 2007 and are licensed by the state to practice audiology. Applicants who have been awarded a degree in audiology after Jan. 1, 2007, must hold a doctoral degree in audiology or the equivalent from a regionally accredited academic institution. Fellows shall have the right to vote upon:  (1) election of officers and directors; and (2) such matters as may be presented to the membership by vote by the Board of Directors.

2.1.2 Student Members. A Student Member is one who is actively enrolled in an audiology graduate program at a regionally accredited institution of higher learning. Student members hold all rights and obligations of Fellow membership, except they shall not vote or hold office. Student membership terminates when all requirements for graduation from the program have been met, at which time the Student becomes eligible to become a Fellow of the Academy.

2.1.3 Professional Affiliate Members. A Professional Affiliate Member is one who holds a masters or doctoral degree (or equivalent) from a regionally accredited institution of higher learning, and has an active professional interest in hearing, hearing science, or audiology and is not an audiologist or is not otherwise eligible for membership as a Fellow. Affiliate members hold all rights and obligations of regular membership, except they shall not vote or hold office. Affiliated members are prohibited from using affiliation with the Academy for the promotion of commercial products or services.

2.2 Application for Membership. Applicants for membership shall submit an application to the Academy. The applicant may be assessed an application fee established by the Board of Directors. The Board of Directors shall have ultimate authority for granting membership.

2.3 Dues. Annual dues will be established by a simple majority vote of the Board of Directors. Dues shall be payable by January 1 of each year. Dues will be considered delinquent if not paid by the last day of January of the year that they are due.

2.4 Termination of Membership.

(a) Members whose dues are delinquent shall be notified by the Academy of such delinquency by the end of February of the year concerned. If the dues remain delinquent 30 days after such notification, membership benefits shall be suspended and at some time thereafter, terminated. An individual whose membership has been so terminated may apply for membership by following the procedures set forth in Section 2.2. The Board of Directors may assess a fee for reinstatement.

(b) Any Member may submit a resignation, in writing, to the Academy. The Member shall cease to be a member of the Academy as of the date such resignation is submitted. Dues paid are not refundable.

(c) The Board of Directors may expel any Member from the Academy who no longer meets membership requirements as stated in (Article II, Sections 2.1 - 2.1.3) or who is found to be in violation of the Code of Ethics under the rules of order of the Ethical Practice Board. A Member who is expelled may file a grievance with the Board of Directors. The grievance procedure shall be set forth in the policies and procedures of the Academy.

(d) The Academy shall provide an opportunity to be heard, orally or in writing, regarding the proposed expulsion, suspension or termination of the member, by the Board of Directors or any committee thereof with the power to make a final determination as to whether the proposed expulsion, suspension or termination of the member shall take place.

(e) Membership in the Academy is not transferable or assignable.

ARTICLE III. MEETINGS

3.1 Annual Meeting. The Academy shall hold a meeting of the general membership at least once a year. At each Annual Meeting, members shall be informed of all actions taken by the Board of Directors since the last Annual Meeting of the Academy.

3.1.1 Special Meetings. At the request of the Board of Directors or written demand of any members holding at least twenty five percent (25%) of all of the votes entitled to be cast, a Special Meeting shall be held regarding any issue submitted in writing.

3.1.2 Membership Meeting Notice. The Academy shall notify its members of an Annual or special Meeting, in writing, no fewer than ten (10) days nor more than sixty (60) days prior to such meeting. Notice of a Special Meeting of Members shall include a written description of the purpose or purposes for which the meeting is called.

3.1.3 Action of Members and Quorum.  A meeting of members duly called shall not be organized for the transaction of business unless a quorum is present.  The presence in person of twenty-five percent (25%) of the members entitled to vote shall constitute a quorum at all meetings of the members for the transaction of business except as may be otherwise provided by law or by the Certificate of Incorporation.  The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

3.1.4 Voting by Mail or Facsimile. Proposals excluding a vote for officers and/or directors, per section 5.2.2,to be offered to the members for a mail vote, shall first be approved by the Board of Directors. On any such mail or facsimile vote, no less than ten percent (10%) of all voting members shall cast a ballot to constitute a valid action and a majority of those members voting shall determine the action.

3.2 Board of Director Meetings. At least one meeting of the Board of Directors shall be held each year at the time of the Annual Meeting and at other times as determined by the Board of Directors.

3.2.1 Quorum.  At any meeting of the Board of Directors, a majority of the Board of Directors then in office shall constitute a quorum for the transaction of business.  A director may participate in a meeting of the Board by means of a conference telephone or other means of communication enabling all participating directors to simultaneously hear one another and such participation shall constitute presence in person.  In the event that Academy business needs to be conducted asynchronously, a quorum can be established via electronic communication  (email, text, other) whereby proposed motions for academy business pass with a vote by the majority of participating directors in electronic format. Actions taken in such a manner will be amended to the Agenda and Minutes of the first Board of Directors meeting held after said actions are taken.

3.2.2 The Minutes. Minutes of all meetings of the Board of Directors shall be recorded. They shall be signed by the President. They are to be subject to correction at the next meeting of the Board of Directors. The minutes are to be kept at the Academy's offices, where they may be inspected by any Member. Minutes of all meetings shall be distributed to members of the Board of Directors in a timely manner.

3.2.3 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting by unanimous written consent of all members of the Board.  Such written consents shall be filed with the minutes of meetings of the Board.

3.3 Rules of Order. All meetings of the Academy shall be governed by the rules contained in the then current edition of Robert’s Rules of Order in all cases in which they are not inconsistent with the other provisions of the Bylaws or Standing Rules of the Academy.

ARTICLE IV. GOVERNANCE OF THE ACADEMY

4.1 Board of Directors. The Academy shall be governed by a Board of Directors (sometimes referred to as "Executive Board" or "Board") under the provisions of Connecticut Revised Nonstock Corporation Act and subject to any requirements imposed by the Internal Revenue Code applicable to professional associations described in section 501(c)(6) thereof.. The Board of Directors shall initiate and establish the policies governing the Academy and shall be solely responsible for the executive and managerial affairs of the Academy.

4.2 Composition. The Board of Directors shall be composed of five (5) Fellows, including the President, Treasurer, Secretary, Vice President-Government Affairs, and Vice President – Educational Affairs. Each of the members of the Board of Directors shall be elected by the membership and shall have the power to vote on issues to be decided by the Board of Directors and to attend to the daily administrative and financial affairs of the Academy. 

4.2.1 President. The President shall serve for a two (2) year term as President of the Academy and shall serve as the Chair of the Board of Directors and preside over all meetings of the general membership of the Academy.  The President shall serve as a major spokesperson for the Academy and represent the Academy’s interactions with the other organizations and the public.

4.2.2. Vice President for Educational Programs.  TheVice President for Educational Programs shall appoint members to the Program Committee, subject to the approval of the Executive Board, and shall assume responsibility for coordinating Educational Programs.

4.2.3 Vice President for Governmental Affairs.  The Vice President for Governmental Affairs shall coordinate the Academy’s initiatives to promote its interests and purposes through existing and proposed legislation and educational and health related policies. In addition, the Vice President shall serve as the Legislative Liaison for the Academy and its members.

4.2.4 Secretary.  The Secretary shall take and have custody of the minutes of all Executive Board Meetings and general meetings of the Academy, shall certify all elections, and shall be the custodian of the archives of the Academy. The Secretary shall also conduct the official correspondence of the Academy and the Executive Board and, in general, perform all other duties, which are assigned to this office, or as may be properly required by vote of the members of the Executive Board at any duly authorized meeting. The Secretary shall send out notices of the special meetings of the Executive Board, or any other official mailing of the Academy. In addition, the Secretary shall notify all candidates of the election results, and Officer-Elect of the time for assumption of their duties.

4.2.5 Treasurer.  The Treasurer shall have custody of all funds, collect dues, prepare the Academy budget, submit an annual financial statement to the membership, and pay all indebtedness upon due authorization of the Executive Board. The Treasurer's books shall be audited at the discretion of the Executive Board.

4.3 Specific Duties. In addition to its other duties, the Board of Directors shall:

• Grant membership to those applicants whose qualifications, in the Board's judgment, meet the requirements specified in Article II.
• Establish Boards, Committees, and Task Forces, as necessary, to guide and assist the Academy in its mission, and appoint the Chair of such Boards, Committees, and Task Force.
• Decide when and where the Annual Academy Meeting shall take place. The Vice President for Educational Programs shall be responsible for organizing and conducting the programs for the Annual Meeting.
• Transact all such other business in the interest of the membership which may from time to time come before the Board.

4.4 Vacancy and Removal. In the event of the position of a Board Member becoming vacant, the President may nominate one or more persons from among the voting membership.  The Board will choose from these nominations.  This is to be done as soon as possible after the vacancy occurs.  A Board Member so appointed shall take office at once, shall serve until the end of his predecessor's term, and may be elected to serve a regular term.

The Board of Directors may, by affirmative vote of two-thirds of its members, remove any Director with or without cause.

4.5 Compensation. The Board of Directors shall not receive any compensation for their services as a member of the Board of Directors. However, legitimate expenses incurred by Board members in fulfilling their duties may be compensated if previously authorized by the Board.

4.6 Conflict of Interest. Any member of the Board who has a personal interest in, or a relationship with a person or entity having interest in, any proposed transaction or executive action shall be required to disclose that interest or relationship to the Board of Directors prior to a vote thereon. The interested Director will be prohibited from voting thereon and will refrain from participating in the discussions on the advisability of such transaction or action.

ARTICLE V. ELECTIONS

5.1 Nominations

5.1.1. Eligibility to Vote.  Any Voting Member is eligible to become a candidate for an elective office.

5.1.2  Nominating Committee.  The Nominating Committee shall consist of a Chairperson, and other voting members appointed by the Board of Directors for a 2 year term.

5.1.3. Selection of Candidates.   The Nominating Committee shall have the ultimate responsibility as to the selection of candidates for each office, whose names appear on the ballot.   The nominating committee shall make every effort to assure that the slate of candidates is representative of the members of the Academy.  A call for suggestions for candidates to be nominated for the offices to be filled in any given year shall be made to the membership by mail.

5.1.4. Certification of Candidate.  The Nominating Committee shall certify as to the eligibility and consent to serve if elected, of each candidate, prior to the placement of that person's name on the ballot.  The credentials of the proposed candidates shall be screened by the nominating committee.

5.1.5  Election Process.  The name and a brief biographical history of approved candidates shall be made available to the membership prior to the election.  All eligible members shall be afforded the opportunity to vote by mailed ballot.

5.2  Ballot

5.2.1  The final slate of nominations shall be presented by online ballot to the Voting Members eight (8) weeks prior to the date of the annual meeting.  Voting will be open for a period of two (2) weeks. Members will receive electronic notification of the election via email, social media and via the Academy website.

5.2.2  For a valid election, a minimum of ten percent (10%) but no less than eleven (11) members eligible to vote, must participate. Lacking a minimum participation, a second online vote by the membership will be conducted, at least one month before the annual meeting, listing the names, in alphabetical order, of the two (2) candidates having the highest number of votes for the office, or offices, for which an officer-elect was not established. Votes must be received two (2) weeks prior to the date of the annual meeting. If a tie for any office is the result of this online vote, notice shall be electronically communicated to the Voting Membership at least eight (8) days prior to the annual meeting notifying them of the tie vote(s) and informing them that a third vote shall be held on the day of, and at the site of, the regular business meeting of the Academy.  Online voting shall be open for a minimum of four (4) hours and the hours shall be stated in said notice.   All Voting Members, except the President, will have access to the online ballot, each name shall be verified and checked off of a certified eligible Membership List. If a tie-vote again results, the election officials shall notify the President, who shall cast the vote to break the tie. The election results shall be announced upon completion of all balloting.

5.2.3 Immediately following the certification of the election results by the Secretary, and at least one week prior to the annual meeting, the Secretary shall notify all nominees of election results for all offices. In addition the Secretary shall notify the current Officers-Elect of their assumption of duties.

5.2.4 Election Year Designation  The President, Vice President for Governmental Affairs, and Treasurer shall be elected in even-numbered years.  The Vice President for Educational Programs, and the Secretary shall be elected in odd-numbered years.

ARTICLE VI. AMENDMENT OF BYLAWS

6.1 Amendment of Bylaws. The Bylaws of the Academy may be altered, amended, or repealed, and new Bylaws adopted, by a two-thirds vote of the Board of Directors with a 30-day waiting period for discussion and comment from the voting membership.

ARTICLE VII. POLICIES AND PROCEDURES

7.1 Policies and Procedures. Policies and Procedures which are consistent with the Bylaws may be adopted by the Board of Directors to govern the activities of the Academy.

ARTICLE VIII. LIQUIDATION

8.1 Liquidation. Upon dissolution of the Academy, the Board of Directors shall, after applying or making provision for payment of all the liabilities of the Academy, dispose of all the Academy's assets exclusively for the purposes of the Academy in such a manner or to such organizations organized or operated exclusively for charitable, educational, or scientific purpose which shall at the time qualify as an exempt organization or organizations under section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the members of the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of original jurisdiction of the county in which the office of the Academy is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE IX. INDEMNIFICATION

9.1 To the maximum extent permitted by law, the corporation shall indemnify each of its directors, officers and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a director, officer or employee of the corporation.  The corporation shall not, however, indemnify an individual in relation to matters as to which he or she has been adjudged liable to the corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment.  The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.  The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such director, officer or employee may be entitled.