BY-LAWS OF

THE HAWAII SPEECH-LANGUAGE-HEARING ASSOCIATION

Adopted:  April 21, 1981

Amended: April 28, 1984; April 10, 1987; October 29, 1987; October 24, 1988

April 20, 1990; April 24, 1992; April 14, 2000; April 15, 2004; April 8, 2009, April 24, 2014

ARTICLE I:  NAME

The name of this corporation shall be the HAWAII SPEECH-LANGUAGE-HEARING ASSOCATION.

ARTICLE II:  PURPOSE

The Association shall be a nonprofit corporation, formed for the purpose of encouraging basic scientific study of and education concerning the processes of individual human communication with special reference to speech, hearing, and language; promoting investigation and prevention of disorder of human communication and fostering improvement of clinical procedures with such disorders; promoting appropriate academic and clinical preparation; promoting active pursuit of current knowledge and skills; stimulating exchange of information among persons and organizations thus engaged and disseminating such information; advocating the rights of persons with communication disorders; and promoting the Individual and collective professional interests of the members of the Association.

ARTICLE III:  BOARD OF DIRECTORS

1.      Composition.  The Board of Directors shall consist of not less than seven nor more than eleven Directors, who shall consist of the President, President-Elect, Treasurer, Corresponding Secretary, Recording Secretary, and Immediate Past-President of the Association, and up to five additional Directors to be elected at the annual meeting of the membership.  Committee Chairmen shall serve as ex-officio members of the Board without vote.

2.                  Vacancies. Vacancies on the Board of Directors shall arise upon the death, resignation, or removal of a Director.  Any vacancy on the Board shall be filled by the Board in accordance with the By-Laws, and the new Director so appointed and ratified shall serve out the unexpired term of his or her predecessor.

3.                  Powers.  The Board of Directors shall have power:

a.       to call special meetings of the members when they deem it necessary;

b.      to appoint and remove all agents and employees of the Association and to prescribe their duties;

c.       to remove any Officer or Director, with or without cause;

d.      to conduct, manage, and control the business and affairs of the Association, to regulate and promote all of the purposes thereof by any and all lawful means, and to promulgate rules and regulations consistent with the laws of the State of Hawaii or the Chapter of  By-Laws of the Association, for the guidance of the Officers and the management of the Association;

e.       to establish neighbor island chapters.

4.                  Committees.  There shall be a Nominating Committee, a Hospitality Committee, a Public Relations Committee, a Continuing Education Committee, a Newsletter Committee, a Certification, License and Ethics Committee, a Membership Committee, a Historian Committee, and such other committees as the Board may from time to time decide.  The President, subject to the approval of the Board,  may in his or her discretion appoint a Chairman for each Committee and all members thereof or appoint a Chairman only and permit such chairman to appoint all other members.

5.                  Meetings.  The Board shall meet a minimum of six times each year at such times and places as the Board may from time to time decide.  The President or any two members of the Board may call a special meeting of the Board not scheduled at a previous Board meeting upon not less than twenty-four hours personal notice or not less than three days prior notice by mail to the Directors’ addresses or record with the Association.  A majority of the Directors shall be sufficient to constitute a quorum and take any action at a meeting of the Board.  Any action which may be taken at a meeting of the Board may be taken without a meeting if evidenced by a written resolution executed by each Director.

ARTICLE IV:  OFFICERS

  1. Officers.  The Officers of the Association shall be a President, President-Elect, a Corresponding Secretary, a Recording Secretary, and a Treasurer, to be elected at the annual meeting of the membership.  The Officers shall serve at the pleasure of the Board of Directors, and any vacancy by death, withdrawal or Board removal may be filled by the Board in accordance with the By-Laws.

2.                  The President.  The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the affairs of the Association.  The President may also call special meetings of the Board of Directors and the committees of the Board, and preside at all meetings of the Board and the membership.

3.                  The President-Elect.  The President-Elect shall perform the President’s duties if the President is unable to act, and shall serve as Parliamentarian at all meetings of the Board and the membership.  The President-Elect shall serve as President during the term following his or her term as President-Elect.

4.                  The Corresponding Secretary.  The Corresponding Secretary shall take care of all correspondence of the Association, shall mail election ballots, and shall keep all records on file.

5.                  The Recording Secretary.  The Recording Secretary shall keep all minutes of all meetings of the membership, the Board of Directors and the Committees of the Board, and shall maintain the minute books.

6.                  The Treasurer.  The Treasurer shall keep an account of all money collected and expended for the Association.  The Treasurer shall present a report at the annual membership meeting.

ARTICLE V:  ELECTIONS

  1. Procedures.  At least 30 days prior to each annual meeting, the Nominating Committee shall prepare a slate of nominees for all corporate offices (other than the President, unless the office of President-Elect is vacant) and for all non-officer directorships, and the Corresponding Secretary shall give written notice of the slate of nominees and of the time, date, and place of the annual meeting to all members of record.  Such notice shall also inform each member of his or her right to add one or more nominees to the slate by delivering to the Corresponding Secretary, at least 20 days prior to the annual meeting, the name and address of each such nominee and a brief resume of qualifications and shall edit the resumes as appropriate and submit them to the Corresponding Secretary.  The Corresponding Secretary shall, at least 10 days prior to the annual meeting, mail to each member of record the nominee resumes and a proxy ballot which the member may return to the Corresponding Secretary prior to the annual meeting or deliver to the Recording Secretary when the vote is held at the annual meeting.  The nominee receiving the most duly-submitted votes for each position shall be elected.

2.                  Term.  Each Officer and Director elected in accordance with the foregoing procedure shall serve a term of one year, commencing on June 15 following his or her election and terminating on June 14 in the following year or, if later, when his or her successor is duly elected.

3.                  Special Election.  If the office of President-Elect is vacant for any reason, a new President Elect shall be elected to fill the unexpired term in accordance with the procedure described in Article V, Section 1 above, except that nominations for such office shall be taken at the next scheduled membership meeting and all deadlines described in Article V, Section 1 shall be calculated from the date of that meeting.  If the next scheduled meeting is the annual meeting, the unexpired terms shall not be filled and the regular elections to be held at the annual meeting shall include the office of President.

ARTICLE VI:  MEMBERSHIP

  1. Classes of Membership.  There shall be two classes of membership in the Association: Professional membership and Associate membership.  Professional members may vote and are eligible to serve as Officers and Directors of the Association.  Associate members may not vote except as required by law, and may not serve as Officers or Directors of the Association.

2.                  Qualification.  To attain Professional membership, a person must:

a.                   agree to abide by the Association’s Code of Ethics;

b.                  have paid membership dues for the current membership year; and

c.                   hold:

1.      a graduate degree with major emphasis in speech-language pathology, audiology, or speech, language, or hearing science, or;

2.      a graduate degree and present evidence of active research, interest, and performance in the field of communication sciences and disorders

To attain Associate membership, a person must:

a.                   agree to abide by the Association’s Code of Ethics;

b.                  have paid membership dues for the current year; and

c.                   be working in the speech and hearing field, in an allied field, or toward a post-baccalaureate degree in the field of speech pathology or audiology.

3.                 Membership Status.  Any person qualified as specified above may become a member by submitting to the Board of Directors an application, together with the current year’s dues (if not already paid) and evidence of the qualifications satisfactory to the Board.  The Board may, in its discretion, waive one or more of the membership qualifications for a particular applicant.

4.                  Membership Dues.  Annual dues are set by the Board of Directors and approved by the membership.  Dues are payable in advance for the membership year beginning January 1.  Dues not paid by January 1 are considered delinquent, and such individuals are ineligible to vote in Association elections or other matters until such dues are paid.

5.                  Meetings.  The annual membership meeting shall be held at the time of the Annual Conference.  The Board shall also call other meetings at such other times and at such places as it may from time to time decide.  Written notice of each meeting shall be mailed by the Corresponding Secretary to all members of record at least 10 days prior to the meeting or as otherwise provided herein.  A quorum at a meeting of the membership shall consist of one-third of the members eligible to vote, plus one, and a majority of those present and voting (in person or by written proxy filed with the Recording Secretary at the beginning of the meeting) shall be sufficient to take any action except where a higher percentage is required by law.

6.                  Responsibility.  The Association assumes no responsibility for statements of opinion expressed by participants in the program of its meetings or in such other conferences, programs and meetings as it may sponsor.

ARTICLE VII:  NONDISCRIMINATION

The Association shall not discriminate on the basis of race, national origin, religion, age, sex, sexual orientation, gender, gender orientation, gender identification or handicapping condition.  All activities and programs of the Association shall be conducted in furtherance of this policy.

ARTICLE VIII:  AMENDMENTS

An amendment to these By-Laws may be submitted in writing to the Recording Secretary by any Director or by and three members of the Association.  Such amendment shall be presented at the time of the annual membership meeting and/or any meeting called by the Board.  The amendment shall be adopted if approved by a majority of the members present and voting (in person or by written proxy file with the Recording Secretary at the beginning of the meeting).

Date of Publication:  May 1, 2014

SUPERSEDES FORMER VERSIONS


Hawai'i Speech-Language and Hearing Association
P.O. Box 235888, Honolulu, HI 96823-3516
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