ILLINOIS ACADEMY OF AUDIOLOGY
BYLAWS
AMENDED February 25, 2009

 

 

The Illinois Academy of Audiology (hereafter designated as Academy) is incorporated in the State of Illinois and is organized for the purpose of promoting the public good by fostering the growth, development, recognition, and status of the profession of Audiology and its members.

 

OFFICES
2.1 Offices. The principal office of the Academy shall be located at: 61 Martin Lane, Elk Grove Village, Illinois 60007 effective October 1, 2004. The Academy shall have such 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.

 

MEMBERSHIP
3.1 Membership. The Academy shall consist of Regular Members, Associate Members, Life Members, and Student Members.
3.2 Regular Members. A Regular Member is one who has a graduate degree in audiology from a regionally accredited academic institution.
3.3 Associate Members. An Associate Member is one who is not an audiologist but who wishes to remain informed and provide input regarding the activities of the Academy. Associate Members hold all rights and obligations of a Regular Member, except they shall not vote or hold office. Associate Members may participate on committees at the discretion of the Board of Directors and the committee chairperson(s). Associate Members are prohibited from using affiliation with the Academy for the promotion of commercial products or services.
3.4 Life Members. A Life Member is an audiologist who is at least 65 years old and has been a Regular Member of the Academy for at least ten (10) consecutive years prior to requesting Life Membership. Life Members hold all rights and obligations of a Regular Member.
3.5 Student Members. A Student Member is one who is pursuing an entry-level degree in audiology, as verified by a regionally accredited institute of higher learning. An individual who would otherwise qualify as a Regular Member who is pursuing a doctoral degree on a full-time basis may apply to become a Student Member. Student members hold all rights and obligations of Regular Member membership, except they shall not vote. Student membership terminates when all requirements for graduation from the institute of higher learning have been met.
3.6 Application for Membership. Individuals applying for membership shall submit an application to the Vice-President of Membership. Application for Life Member may come from the Regular Member, or another Member of the Academy may forward a recommendation for Life Membership. The Vice President of Membership will review each application and make a recommendation to the Board of Directors as to whether admission as a Regular Member, Associate Member, Life Member, or Student Member shall be granted. All applications for membership must be approved by the Board of Directors.
3.7 Dues. The Board of Directors shall establish annual membership dues to be assessed all members. Dues will be considered delinquent if not paid by 60 days following the end of the membership year. The membership year for the Academy shall be August 1 through July 31.
3.8 Termination of Membership.
(a) Members whose dues are delinquent shall be notified by the Vice President of Membership of such delinquency. If the dues remain delinquent 30 days after such notification, membership shall be terminated. An individual whose membership has been so terminated may reapply for membership by following the procedure set forth in Section 3.6.
(b) Any member may submit a resignation, in writing, to the Vice President of Membership. The resigning individual 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 recommend expulsion of any member from the Academy who no longer meets membership requirements as stated in Sections 3.2-3.5 or who is found to be in violation of the Code of Ethics. A member who is expelled may file a grievance with the Board of Directors. The grievance procedure shall be set forth in the Rules of the Academy.

 

ARTICLE IV

MEETINGS
4.1 Time and Location of Meetings. The Academy shall hold an Annual Meeting of the general membership at least once a year and at such other times and places and upon such notice as the Board of Directors may determine.
4.2 Information Meeting. An information meeting for the general membership shall be held during the Annual Meeting of the Academy and at such other times and places and upon such notice as the Board of Directors may determine. At each Annual Meeting, members shall be informed of actions taken by the Board of Directors since the last Annual meeting of the Academy.
4.3 Rules of Order. All meetings of the Academy shall be governed by the Rules contained in the current edition of Roberts Rules of Order in which they are not inconsistent with the provisions of the Bylaws or Rules of the Academy.
4.4 Minutes. Minutes of all meetings of the Board of Directors shall be recorded. They are subject to correction at the next meeting of the Board of Directors. The minutes are to be kept at the Academy Headquarters, 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.

 

ARTICLE V

PUBLICATIONS
5.1 Publications: The Academy shall publish a membership directory, and a newsletter that disseminates information of relevance regarding the profession of Audiology and the operations and goals of the Academy, and such publications as deemed appropriate and necessary by the Board of Directors.
5.2 Website: The Academy shall operate and maintain a website accessible by Academy members and the public.

 

ARTICLE VI

GOVERNANCE OF THE ACADEMY
6.1 Governance. The Academy shall be governed by a Board of Directors composed of sixteen members who shall serve for one or two-year terms and non-voting Student member(s) serving a one-year term. The Board of Directors shall be responsible for the executive and managerial affairs of the Academy and establish the policies governing the Academy.
6.2 The Board of Directors Composition. The Board of Directors shall be composed of sixteen (16) Regular Members, including the President, President Elect, Past- President, Vice-President of Membership, two (2) Vice-Presidents of Education, two (2) Vice- Presidents of Governmental Affairs, two (2) Vice-Presidents of Communications, Vice-President of Public Relations, two (2) Vice-Presidents of Ways and Means, Secretary, two (2) Treasurers, and non voting Student Member(s). Each of the Regular Members of the Board of Directors, including the President, shall have the power to vote on issues. When a vacancy occurs within the Board of Directors, a replacement shall be appointed by the President to serve for the remainder of the term of the vacated office to which the person was appointed. When a new position is created within the Board of Directors, a Regular Member shall be appointed by the President until the time of the next general election for that position.
(a) President. The President of the Academy shall serve as the Chair of the Board of Directors for one (1) year and preside over all Board meetings and meetings of the general membership of the Academy.
(b) President Elect. The President Elect of the Academy shall serve one (1) year and assist the President in performing whatever duties may be assigned prior to assuming the office of President. The President Elect shall serve as ex officio member of all committees and shall preside at meetings in the absence of the President. The President Elect shall serve as the parliamentarian. The President Elect shall assume the duties of the President should a vacancy occur.
(c) Past President. The President shall, upon completion of term of office, automatically become Past President for one (1) year. The Past¬- President shall serve as Chair of the Nominations Committee and assistant to the President in matters as delegated.
(d) Vice President of Membership. The Vice President of Membership shall serve for two (2) years and be responsible for keeping the administrative record of all current Regular, Associate, Life, and Student Members. The Vice-President of Membership will organize and conduct new member recruitment efforts when necessary and appropriate. The Vice President of Membership may appoint a committee of members to help support membership activities including, but not limited to, membership benefits, membership identification paraphernalia, and all other activities related to membership issues. Major decisions relative to membership policy and action will be discussed and approved, prior to implementation, by the Board of Directors.
(e) Co -Vice Presidents of Education The Co-Vice Presidents of Education shall be elected in alternating years and serve for two (2) years. They shall be responsible for planning and conducting the Annual Convention, as well as other professional meetings as necessary and appropriate. The Co-Vice Presidents of Education may appoint a committee to support and help in education activities. Major decisions relative to educational policy and activities will be discussed and approved, prior to implementation, by the Board of Directors.
(f) Co-Vice Presidents of Governmental Affairs. The Co-Vice Presidents of Governmental Affairs shall be elected in alternating years and shall serve for two (2) years. They shall be responsible for monitoring all legislative activities which may have an effect on the practice of audiology in the State of Illinois. The Co-Vice Presidents of Governmental Affairs shall interface with the Academy lobbyist, and head a search committee for a lobbyist as the need arises. The Co-Vice Presidents of Governmental Affairs may appoint a committee as necessary and appropriate to help fulfill the duties and responsibilities of legislative activities. Major decisions relative to professional issues will be discussed and approved, prior to implementation, by the Board of Directors. During any legislative process outside the purview of the Board of Directors, the Co-Vice Presidents of Governmental Affairs shall, in concert with the President, have the responsibility to represent the Academy and shall have the authority to make executive decisions as necessary.
(g) Co-Vice Presidents of Communications. The Co-Vice Presidents of Communications shall be elected in alternating years and serve for two (2) years. They shall be responsible for producing a periodic Academy newsletter in a timely manner, and shall oversee the website maintenance. The Co-Vice Presidents of Communications may appoint a committee to support and help in the publication and website activities. Major decisions relating to publications or the website will be discussed and approved, prior to implementation, by the Board of Directors.
(h) Vice-President of Public Relations. The Vice-President of Public Relations shall serve for two (2) years and shall be responsible for disseminating information about the Academy and the profession, as well as enhancing the awareness of audiology services to the public, governmental agencies, and other health care professionals. Major decisions will be discussed and approved, prior to implementation, by the Board of Directors.
(i) Co-Vice Presidents of Ways and Means. The Co-Vice Presidents of Ways and Means shall be elected in alternating years and serve for two (2) years and be responsible for generating revenue beyond dues and registrations to assist the Academy in its activities, including consumer affairs, public education, and all other such pursuits to market and enhance the Academy and the profession. The Co-Vice Presidents of Ways and Means may appoint a committee to support and help with these endeavors. Major decisions relative to ways and means will be discussed and approved, prior to implementation, by the Board of Directors.
(j) Secretary. The Secretary shall serve for two (2) years and prepare all correspondence and attend to the daily administrative affairs of the Academy. The Secretary shall act as the Secretary at meetings of the general membership and at meetings of the Board of Directors. The Secretary will provide a roster of the Board of Directors to the Academy attorney each year.
(k) Co-Treasurers. The Co-Treasurers shall be elected in alternating years and serve for two (2) years and keep an account of all monies received and expended, levy and collect dues and assessments, and make expenditures authorized by the Board of Directors. All funds, books and vouchers used by the Co-Treasurers are subject to verification and inspection by the Board of Directors. At the completion of the term in office, the outgoing Co-Treasurer shall deliver to the Co-Treasurer Elect or the President Elect all books, money, and other property.
(l) Student Member. Student Members shall be appointed to a one (1) year term, and shall be responsible for informing the Board of pertinent student issues and shall report pertinent professional issues to audiology students. Student Members are not permitted to vote at the Board meetings. One Student Member from each Illinois university offering an Au.D. degree/degree in audiology may be appointed by the Board. Student members may be reappointed.
6.3 Term of Board of Directors Office. Each director shall serve for a two-year term except for the President, President-Elect, and Past-President who shall serve a one year term. Newly elected officers will assume office responsibilities at the end of the annual convention which is usually near the beginning of the calendar year. Members of the Board of Directors may serve in the same office for no more than two consecutive terms.
6.4 Meetings. At least three meetings of the Board of Directors shall be held each year. Meetings may be held if requested by the President or two of the other members of the Board. All meetings are open to the membership unless personnel actions are being discussed.
6.5 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. Absentee ballots, presented in writing regarding specific issues, may be submitted by members of the Board of Directors who are unable to be present in person at the convened session.
6.6 Specific Duties. In addition to its other duties, the Board of Directors shall:
(a) grant membership to those applicants whose qualifications, in the Board's judgment, meet the requirements specified in Article III, Section 3.2-3.5;
(b) establish Liaisons, Boards, Committees, and Task Forces, as necessary, to guide and assist the Academy in its mission, and appoint the liaisons and the chair of such Boards, Committees, and Task Forces;
(c) decide when and where the Annual Convention shall take place;
(d) administer and budget Academy funds;
(e) initiate an audit of the financial status of the Academy to be performed annually by a bonded and certified public accountant;
(f) issue a report of the Academy including the results of the annual audit;
(g) transact all other such business in the interest of the membership which may from time to time come before the Board.
6.7 An annual report shall be presented by each member of the Board of Directors at the first Board meeting following the annual convention. Such report shall contain activities of the previous year and recommendations for future activities.
6.8 A member of the Board of Directors may be asked to resign by a three-fourths (3/4ths) vote of the Board. If the Board member declines to resign, the removal of the member shall be put forth to the general membership. Three-fourths (3/4ths) of the votes by the general membership shall result in immediate dismissal of the Board member from the position.

ARTICLE VII

ELECTIONS
7.1 Nominations Committee. The immediate Past President shall serve as Chair of the Nominations Committee and appoint at least two other committee members, not currently serving on the Board of Directors. The Nominations Committee shall consider names of candidates for the expected vacancies on the Board of Directors and conduct the election of new members to the Board of Directors. The following officers will be elected for assumption of office in odd numbered years: Vice-President of Public Relations and Secretary. The following officer will be elected for assumption of office in even-numbered years: Vice President of Membership. The President-Elect, one Co-Treasurer, one Co-Vice-President of Education, one Co-Vice President of Ways and Means, and one Co-Vice-President of Communications, and one Co-Vice-President of Governmental Affairs will be elected annually.
7.2 Other Nominations. The Board of Directors shall provide a means for the membership to propose candidates to the Nominations Committee.
7.3 Election Process. The name and brief biographical history of approved candidates shall be made available to the membership prior to the election. Voting shall be by mail ballots which will be distributed to the members or by ballots available through the official website. The election process will occur during the fall of each year.

 

ARTICLE VIII

AMENDMENT OF BYLAWS
8.1 Amendment of Bylaws. The Bylaws of the Academy may be altered, amended, or repealed and new Bylaws adopted, by an affirmative vote of at least nine (9) members of the Board of Directors. Absentee ballots will not be accepted for voting issues concerning amendment of Academy Bylaws.

 

STANDING RULES
9.1 Standing Rules. Operational rules which are consistent with the Bylaws may be adopted by the Board of Directors to govern the activities of the Academy. Changes in standing rules may be determined by majority vote of the Board of Directors.

 

DISSOLUTION
10.1 Dissolution. 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 organization or 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) (3) 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 XI

INDEMNIFICATION
11.1 Indemnification. Any individual who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including any action by or in the right of the corporation) by reason of the fact that this person is or was serving as an officer of the Academy or member of the Board of Directors or is or was serving at the request of the Academy as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Academy against expenses (including reasonable attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by this person in connection with such action, suit or proceeding if this person acted in good faith for the purpose which this person reasonably believed to be in the best interest of the Academy and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that this person's conduct was unlawful, to the maximum extent permitted by, and in the manner provided by Illinois law.

Revision History (implemented 2-25-09)
Date Description of Change
2009-02-25 Changed section 6.2 to clarify appointee status at elections