| | Bylaws of the Kentucky State Affiliate of the American Academy of Audiology, Inc. ARTICLE 1 The Kentucky State Affiliate of the American Academy of Audiology (Association) 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 licensed within the commonwealth of Kentucky. |
ARTICLE II
Offices | 2.1 The principal office of the association shall be located at 1717 High St. #2C, Hopkinsville, KY 42240. The association shall have other offices at such other places as the Board of Directors of the association shall designate. |
ARTICLE III
Membership 3.1 Members. The members of the association shall consist of Fellows and students of audiology. 3.2 Fellows. Open to all licensed audiologists. 3.3 Students. Open to all students enrolled in an audiology program. Student members are non-voting members. 3.4 Application for Membership. Candidates for Membership shall submit an application the Board with a copy of their current state license and the appropriate membership fee. 3.5 Dues. Annual dues will be established by a simple majority vote of the Board Directors. Dues shall be payable by July 1st of each year. Dues will be considered delinquent if not paid by July 31st of the ear in which they are due. A late fee will be added for dues not post marked by July 31st. A fee will be added for any insufficient funds. 3.6 Termination of Membership. (a) Members whose dues are delinquent shall be notified by the association of such delinquency by the end of August of the year concerned. If the dues remain delinquent 30 days after such notification, membership shall be terminated. An individual whose membership has been so terminated may apply for membership by following the procedures set forth in Section 3.3. The Board of Directors may assess a fee for reinstatement. (b) Any member may submit a resignation, in writing to the association. The member shall cease to be a member of the association as of the date such resignation is submitted. Dues paid are not refundable. (c) The Board of Directors may expel any member from the association who no longer meets the membership requirements. A member who is expelled may file a grievance with the Board of Directors. |
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ARTICLE IV
Meetings 4.1 Time and Location of Meetings. The association shall hold an Annual Meeting 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 An information meeting for the general membership shall be held during the Annual Meeting the association 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 all actions taken by the Board of Directors since the last Annual Meeting of the Association. 4.3 Rules of Order. All meetings of the Academy shall be governed by the rules contained in the current edition of Robert’s Rules of Order. 4.4 Minutes. Minutes of all meetings of the Board of Directors shall be recorded. The minutes shall be signed by the President. They are to be subject to correction and the next meeting of the Board of Directors. The minutes are to be kept at the association’s headquarters, where they may be inspected by any member. Minutes of all meetings shall be distributed to the Board of Directors via the website, email, or paper upon request. |
ARTICLE V
Publications | 5.1 Publications. The association shall publish such publications as deemed appropriate and necessary by the Board of Directors. |
ARTICLE VI
Governance of the Association 6.1 Board of Directors. The association shall be governed by a Board of Directors under the provisions of the statutes governing non-profit corporations in the Commonwealth of Kentucky. The Board of Directors shall initiate and establish the policies governing the association and be responsible for the executive and managerial affairs of the association. 6.2 Composition. The Board of Directors shall be composed of no fewer than five (5) members, including the President, Vice President, and three (3) Members-at-Large. 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. An Administrator may be appointed by the Board of Directors to attend to the daily administrative and financial affairs of the association. The Administrator if not an elected member of the Board of Directors, shall serve as an ex-officio member of the Board of Directors without vote. When a vacancy occurs within the Board of Directors, a replacement shall be appointed by the President, subject to the approval of the Board of Directors. (a) President. The President of the Academy shall serve as the Chair of the Board of Directors and preside over all meetings of the general membership of the association. The President shall serve as major spokesperson for the association and represent the association’s interactions with other organizations and the public. The President shall serve as the Liaison with the American Academy of Audiology. The President shall serve a term of one (1) year. No President may serve over three (3) consecutive one-year terms. (b) Vice-President. The Vice President of the Academy shall serve as the publicity officer of the association. The Vice President shall also assist the President and shall perform the duties of the President if the office is vacated or is in absentia. The Vice President shall serve a term of one (1) year. (c) Members-at-Large. Three (3) Members-at-Large shall serve on the Board of Directors one who shall be elected each year by the association membership for a two (2) year term. (d) Administrator. The Administrator may be appointed by the Board of Directors to attend the daily administrative and financial affairs of the association. Under the direction of the Board of Directors, the Administrator shall plan, organize, control and direct the staff, programs, and activities of the association. If for some reason the Administrator is unable perform the duties the office, the Administrator shall be replaced temporarily by a member of the board Directors designated by the President. The Administrator, if not an elected member of the Board of Directors, shall serve as an ex-officio member, with vote of the Board of Directors. |
6.3 Meetings. A minimum of two (2) meetings of the Board if Directors shall be held each year, at the annual meeting and at one other time as determined by the Board of Directors. Meetings may be held at other times if requested by the President or at least three (3) members of the Board. The President or Administrator shall give at least thirty (30) days notice by email, letter, or posting on the website of meetings called by the President or Board of Directors. 6.4 Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business. 6.5 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 these bylaws; (b) Establish board, committees, and task forces, as necessary to guide and assist the association in its mission, and appoint the Chair of such boards, committees, and task forces; (c) Decide when and where the Annual Association Meeting shall take place and elect a Program Chair for the meeting. (d) Transact all such other business in the interest of the membership, which may from time to time come before the Board. |
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ARTICLE VII
Elections 7.1 Nominations. The Board of Directors shall provide a means for the membership to propose candidates for office in the Association. 7.2 Election Process. The name and a brief biographical history of proposed candidates shall be made available to the membership prior the election. Voting shall be by mail ballots, which will be distributed the members. The specific timetable for execution of the election process shall be delineated by the Board of Directors. |
ARTICLE VIII
Amendment of Bylaws | 8.1 Amendment of Bylaws. The Bylaws of the association may be altered amended, or repealed, and new Bylaws adopted by a two-thirds vote of the Board of Directors. |
ARTICLE IX
Rules | 9.1 Rules, which are consistent with the Bylaws, may be adopted by the Board of Directors to govern the activities of the Association. |
ARTICLE X
Dissolution | 10.1 Dissolution. Upon dissolution of the Association, the Board of Directors shall, after applying or making provision for payment of all the liabilities of the associating, dispose of all the association’s assets exclusively for the purposes of the association in such a manner or to such organization or organizations organized or operated exclusively for purpose which shall the time qualify as an exempt organization or (the corresponding provision of any future United States Internal Revenue Law) as the members of the Bared of Directors shall determine. |
ARTICLE XI
Indemnification | 11.1 Indemnification. Any individual who was or is a party 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 right of the corporation) by reason of the fact that this person is or was serving as officer of the association or member of the Board of Directors or is or was serving at the request of the association as a director or office the another corporation, partnership, joint venture, trust or other enterprises, shall be indemnified by the association against expenses (including reasonable attorney’s fees); judgments, fines and amounts paid in settlement actually and reasonably incurred by this person acted in good faith for the purpose which this person reasonably believed to be in the best interest of the association and, in criminal actions or proceedings, in addition, had not reasonable cause to believe that this person’s conduct was unlawful, to the maximum extent permitted by, and in the manner provided by, the statutes that govern non-profit corporations in the Commonwealth of Kentucky. |
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