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American Auditory Society
ByLaws
Article
I. Name
Article
II. Aims
Article
III. Membership
Article
IV. Meetings
Article
V. Executive Board
Article
VI. Indemnification
Article
VII. Parliamentary Authority
Article
VIII. Publications
Article
IX. Amendments
Article
1. Name
The name of this corporation shall be The
American Auditory Society (hereinafter, Society, or AAS).
Article
II. Aims
The Society is a multi-disciplinary association
composed of individuals whose professional employment is dedicated
to the ear, hearing, and/or balance. The mission of the Society
is to foster the dissemination of knowledge and exchange of information
among these professionals.
The Society's specific goals are to increase
knowledge and understanding of:
1. The ear, hearing and balance;
2. Disorders of the ear, hearing, and balance,
and prevention of these disorders; and
3. Habilitation and rehabilitation of individuals
with hearing and balance dysfunction.
The Society accomplishes its specific goals
through publication of professional, scientific, educational,
and informational media and through regular interdisciplinary
meetings. A fundamental commitment of the Society is to promote
actively the highest level of interdisciplinary co-operation
in pursuing its goals.
The Society is a 501c(3) organization as recognized
by the Internal Revenue Code of the United States of America.
Article
III. Membership
3.1. Classes.
The Society shall be composed of Members,
Life Members, Associates, and Students/Residents.
3.1.1. Member. To become
a Member of the Society, the applicant must either (a) possess
a Bachelor's degree from an accredited academic institution,
or (b) have the equivalent of an academic degree in scientific
experience or in professional experience in the field of audition.
The determination of eligibility of an individual application
for Member shall be the responsibility of the Executive Board
after the candidate has supplied evidence of (a) or (b) above.
3.1.2. Life Member. A Member
in good standing who has attained the age of 65 years, and
who has been a Member of the Society for not less than 10 years,
may become a Life Member by submitting a written request to
the Executive Director.
3.1.3. Associate Member.
To become an Associate Member of the Society, an applicant
need only support the aims of the Society. Admission to Associate
membership is be granted by the Executive Board. Students/Residents
are eligible to become Associate Members.
3.1.4. Student/Resident.
Students/residents who are enrolled full-time in a non-distance
learning university program may become Student/Resident Members.
Student/Resident membership terminates at the end of the calendar
year upon graduation from the university program, at which
time the Student/Resident becomes eligible for Member status.
3.2. Dues.
The Executive Board shall establish the
annual dues. The dues shall include subscriptions to those
Society publications as determined by the Executive Board.
Dues are considered delinquent if not paid by the last day
of January of the year they are due.
3.2.1. Dues shall be renewed
annually and shall be payable in full in advance of each year
(January 1).
3.2.2. A member in any
class whose dues have not been paid by the end of January of
the membership year shall not receive the publications of the
Society until dues have been paid for that year.
3.2.3. Life Members may
receive all publications normally sent to dues-paying Members.
The Executive Board shall determine dues for Life Members.
3.3. Termination of Membership.
3.3.1. Members whose dues
are delinquent on March 1 shall be notified by the Executive
Director of the delinquency. A member whose dues are delinquent
on April 1 of the membership year shall be dropped automatically
from the rolls of the Society. Anyone who has been dropped
from membership for non-payment of dues may be reinstated by
following the procedures outlined in section 3.1.1 of the Bylaws.
A penalty may be assessed for reinstatement upon recommendation
of the Executive Board.
3.3.2. A member who attempts
to subvert the letter and spirit of the Aims of the Society
or whose behavior demeans or discredits the Society may be
dropped from membership on two thirds (2/3) vote of the Executive
Board. A person so terminated has the right to appeal the expulsion
before the Executive Board. This person may be represented
by legal council of his/her choosing and at his/her expense.
Terminated persons may seek reinstatement no sooner than one
year after expulsion upon application to the Executive Board.
The Board may grant or deny the application.
3.4. Rights Reserved to Members
and Life Members.
3.4.1. To vote by mail
or electronic ballot on matters reserved to the members.
3.4.2. To elect members
to the Executive Board.
3.4.3. To hold office in
the Society.
3.4.4. To serve on committees
and boards established by the Executive Board.
3.4.5. To propose projects,
ideas and suggestions to the Executive Board for consideration
and possible action.
3.4.6. To initiate, by
petition, legislation creating, amending or rescinding policy
and management directives of the Society. In order to effect
such legislative action, a petition, signed by at least 10
members in good standing, shall be presented to the Executive
Board. After determining that sufficient signatures have been
obtained, the Executive Board shall notify the membership of
the proposed legislation and a vote will be taken through mail
or electronic ballot. Documents in support and in opposition
to the proposal shall accompany the ballot. To be counted,
ballots must be returned postmarked or electronically dated
no later than 45 days after the ballots have been mailed.
3.4.7. To initiate procedures
to remove voting members of the Executive Board pursuant to
Article 5.8.
Article
IV: Meetings
4.1. Scientific Meetings.
4.1.1. The Society shall
conduct at least one scientific meeting annually at a time
and place determined by the Executive Board.
4.1.2. Scientific meetings
of the Society are open to all classes of members, as well
as any other interested persons. Anyone may submit scholarly
materials for consideration for presentation at a scientific
meeting of the Society.
4.2. Membership Meetings.
A membership meeting shall be held annually
in conjunction with a scientific meeting of the Society. The
annual membership meeting is convened for the purpose of conferring
awards, for recognition of exemplary service to the Society,
and for apprising the Members of all actions taken by the Executive
Board which have occurred since the last report of the Board.
The President of the Society shall chair the Membership meeting.
4.3. Minutes.
Minutes of all business meetings of the Executive
Board shall be published and disseminated.
Article
V. Executive Board
5.1. Governance.
The Executive Board is the governing body
of the Society. It establishes policies of the Society. It shall
supervise, control and direct the affairs of the Society, and
shall actively prosecute the aims and objectives of the Society.
The Executive Board shall operate in accordance with these Bylaws.
The Executive Board exercises all powers except those reserved
to the membership by these Bylaws.
To facilitate the performance of these duties
and responsibilities, the Executive Board shall create and dissolve
standing and ad hoc committees, boards, and task forces, designate
and amend their charges, and determine their size and composition.
The Board shall select the members of all committees, boards
and task forces and specify their terms of service.
The Executive Board shall have discretion
in the disbursement of funds under the policies of the Society.
The Executive Board shall represent the Society in all affairs
concerning third parties. It shall designate persons who will
be authorized to conduct business in the name of the Society.
5.2. Composition.
The Executive Board of the Society shall consist
of fifteen (15) members of the Society in good standing.
5.3. Election to, and Terms
of, Office.
5.3.1. Fourteen (14) members
of the Executive Board shall serve four-year terms. Seven shall
be elected every odd-numbered year. All terms shall be on a
calendar year basis. No one shall serve more than two consecutive
four-year terms, but one may be re-elected for additional terms
after a two-year hiatus. Each Executive Board member is expected
to attend all formal meetings of the Executive Board. Missing
two (2) consecutive board meetings shall result in automatic
termination of membership on the Board. Exceptions in special
circumstances may be granted by two-thirds (2/3) vote of the
Executive Board.
5.3.2. At least two months
prior to an election year, the Executive Board shall appoint
a Committee on Nominations. The Committee on Nominations shall
be representative of the professions and interests of the entire
Society. The Executive Director shall sit ex officio without
vote on the Committee and shall supervise the balloting procedures.
Immediately, but not later than February of the election year,
the Committee on Nominations shall present a slate of no less
than fourteen members in good standing to fill the seven openings
on the Executive Board. The slate should be representative
of the professions and interests of the entire Society. The
membership also may nominate candidates by written petition
signed by no less than 10 members in good standing. Such petition
must be filed with the Executive Director no later than 45
days after the announcement of the slate of the Nominating
Committee. All persons so nominated and who have agreed to
serve if elected shall provide a brief biographical sketch
along with a short synopsis on how they perceive the future
of the Society. This information shall be published for general
distribution to the voting membership prior to balloting.
5.3.3. Balloting shall
be by conventional mail or through electronic mail. Ballots
shall be mailed as soon as feasible after the conditions outlined
in 5.3.2 are met, but not later than the last business day
of July, to those members eligible to vote. Those ballots shall
be returned post-marked or electronically dated no later than
45 days after the ballots have been sent to the office of the
Executive Director for counting.
5.4. Vacancies.
Should a vacancy in the Executive Board be
created by resignation, death, removal from office, or inability
to serve, the President shall appoint a member in good standing
to complete the remainder of the term of office where the vacancy
occurred. Partial terms served by appointed persons shall not
be counted towards the two-term limit. If the vacancy occurs
in the office of the President, the Vice President/President-Elect
shall immediately assume the office of the Presidency. When the
office of Vice President/President-Elect becomes vacant for any
reason, it shall remain unoccupied until the next meeting of
the Executive Board at which time a new Vice President/President-Elect
shall be elected by the Executive Board from within its membership.
5.5. Executive Director.
The fifteenth member of the Executive Board
shall be the Executive Director. The Executive Director shall
be appointed by the Executive Board from the Membership for a
three-year term. Consecutive terms are allowable. The decision
to renew the term of the Executive Director must be made at least
1 year prior to resignation to allow for a one-year transition
period for the new Director.
5.6. Ex Officio Board Members.
The Editors of all Society publications shall
be ex officio nonvoting members of the Executive Board.
5.7. Remuneration.
With the exception of the Executive Director,
no member of the Executive Board shall receive remuneration for
service on the Board. The Executive Board shall determine the
amount of compensation for the Office of the Executive Director.
Expenses for travel, lodging, meals and incidental expenses incurred
when attending Executive Board meetings may be partially or wholly
reimbursed at the discretion of the Executive Board.
5.8. Removal from Office.
An officer may be removed from office by a
three-fourths (3/4) vote of the Membership. Balloting shall be
by conventional mail or electronic mail. A petition for removal
signed by 20 members is required in order to initiate a ballot
by the membership except that the Executive Board, by majority
vote, may initiate a ballot of the Membership.
5.9. Officers.
The officers of the Society shall be composed
of the President, Vice President/President-Elect, Treasurer and
Executive Director, all of whom (with the exception of the Executive
Director) shall be elected by the Executive Board from among
its members.
5.9.1. Terms of Office.
5.9.1. (A) The President
shall serve a two-year term, commencing immediately following
the annual meeting.
5.9.1. (B) The Vice President/President-Elect
shall serve a two-year term. The Vice President/President-Elect
shall automatically become President at the end of the term
of Vice President/President-Elect.
5.9.1. (C) The Treasurer
shall serve a three-year term.
5.9.2. Duties and Responsibilities.
5.9.2. (A) The President
shall serve as Chair of the Executive Board, and shall preside
at the annual membership meeting of the Society.
5.9.2. (B) The Vice President/President-Elect
shall assume the responsibilities of the Presidency whenever
the President is unable to serve. The Vice President/President-Elect
shall succeed to the Presidency immediately should the office
of President become vacant.
5.9.2. (C) The Treasurer
shall work closely with the Executive Director in the preparation
of an annual budget for the Society and present the annual
budget to the Executive Board during the annual meeting. The
annual budget shall be prepared and sent to the Executive Board
at least 6 weeks prior to presentation during the annual meeting.
5.9.2. (D) The Executive
Director shall attend to the daily operations and the administration
and financial affairs of the Society in conformity with these
Bylaws and the established policies of the Society. A bank
account in the name of the Society shall be maintained by the
Executive Director. An annual audit of the financial records
of the Society shall be performed by an independent Certified
Public Accountant, which shall be reported to the Executive
Board and the Membership. The Executive Director shall sit
ex officio on all standing committees. Upon approval of the
Executive Board, the Executive Director may hire individuals
to assist in daily operations of the Society.
5.10. Meetings.
The Executive Board shall meet at least once
annually. Additional meetings shall be held at the discretion
of the President or at the call of at least six members of the
Executive Board. A quorum shall consist of eight of the Executive
Board members.
Article
VI. Indemnification
Every member of the Executive Board as defined
in Article V of these Bylaws, every member of any duly constituted
committee or board, and any employee of the Society, or any other
agent of the Society (hereinafter representative) shall be indemnified
by the Society against all liabilities, costs and expenses, including
counsel fees, incurred by, or imposed upon, such a representative,
in connection with any proceeding of any kind in which that representative
may be made a party, or in which there may be involvement in
any way, by reason of being or having been a representative of
the Society at the time such liabilities, costs, and expenses
accrue, except in those cases in which the representative of
the Society is adjudged guilty of willful misfeasance or malfeasance
in the performance of duties. The Executive Board shall have
the power to determine whether the representative of the Society
has met the standard for indemnification set forth herein and
to grant or deny the application. This right of indemnification
shall be in addition to, and not exclusive of all other rights
to which such member, officer or employee may be entitled.
Article
VII. Parliamentary Authority
The rules contained in the current edition
of Robert's Rules of Order Newly Revised, as it may be amended
from time to time, shall govern the Society in all cases to which
they are applicable and in which they are not inconsistent with
these Bylaws, or with the Articles of Incorporation, or with
any special rules of order the Society may adopt.
Article
VIII. Publications
8.1. Official Publications.
The Society shall: (1) publish scholarly periodical(s);
(2) a news, announcement and general interest periodical; (3)
a directory of members and (4) other publications in various
informational media as approved by the Executive Board.
8.2. Distribution.
All members shall receive Society publications,
as the Executive Board shall designate. Life Members may elect
not to receive selected publications of the Society.
8.3. Editors.
The Editors of all Society publications shall
be appointed by the Executive Board.
Article
IX. Amendments
These Bylaws may be amended only by the membership.
All proposed amendments must have been discussed at a previous
Membership meeting or published and mailed to all voting members
of the Society at least 45 days prior to balloting. Balloting
shall be by conventional mail or electronic mail; a two-thirds
(2/3) majority of the ballots returned shall be necessary for
approval of an amendment. To be counted, ballots must be returned
postmarked or electronically dated within 45 days of the date
of mailing of the ballots. Amendments shall take effect immediately
upon approval, unless otherwise stipulated. |
