ARTICLE V
ORGANIZATION

Section 1 - Governing Body

The Board of Directors, which also may be called the Executive Council or the Board of Trustees, together with the Legislative Council, as hereafter provided, shall govern and manage the affairs of the Association between meetings of the Membership. 

Section 2 - Affiliates

A.   Affiliates are defined as those organizations whose primary function is to provide a forum for all Association Members whether of a professional specialty or in a geographic area of the State.

B.   An organization may affiliate with the Association, provided a copy of its current By-Laws is on file with the Association Business Office.  Affiliation shall be maintained provided the membership roster is received by the Association Business Office annually by January 31, showing that a majority of members are Members of the Association, and that there is a minimum of fifteen (15) members in the organization that is requesting Affiliate status.  Affiliate Representatives shall be Active Members of the Association and be ex-officio, non-voting members of Legislative Council.

C.   Any Affiliate failing to meet the above requirements shall be on probation for one year and, failing to comply after the probationary year, shall be suspended.  Once suspended, an Affiliate must apply to the Association in the original manner.

ARTICLE VI
CODE OF ETHICS 

The professional conduct of the members of the Association shall be governed by the Code of Ethics of the Ohio Speech-Language-Hearing Association.  The Association shall not discriminate on the basis of race, natural origin, religion, age, sex, sexual orientation, or disabilities.  All programs and activities of the Association shall be conducted in furtherance of this policy.

ARTICLE VII
MEMBERSHIP

Section 1.   Classes of Membership

The membership of the Association shall consist of four (4) classes:  (A)  Active Member; (B)  Honorary Member;  (C) Associate Member; and (D) Life Member.

Section 2.   Eligibility

A.   Active Member

Members must 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 human communication; or (3) hold membership in the American Speech-Language and Hearing Association.

These requirements may be waived in special circumstances by recommendation of the Membership Committee and a 3/4 vote of the Legislative Council present, given that a quorum has been established, at a regular Council meeting.  Active Members shall uphold the Association's Code of Ethics.  Active members as of January 1, 1984 who do not meet the current minimum requirements are eligible to maintain active member status providing that dues are paid each consecutive year.

B.   Honorary Member

Must possess:  (1) those qualities of good citizenship and character representative of the profession of communicative disorders; and (2)  have made a unique contribution to the field; and (3) have been recommended by the Membership Committee and approved by a 3/4 vote of the Legislative Council present, given that a quorum has been established, at a regular Council meeting.

Honorary Members shall not be Active Members, but shall have all the powers and privileges of Members except the right to vote.  Such membership is for life.  Dues for Honorary Members shall be waived.

C.   Associate Member

Must be:  (1)  a graduate and/or undergraduate student in the field of Communicative Disorders; or (2) in Professional Experience Year/Clinical Fellow (PEY/CF) or (3) a professional of an Allied field; or (4)  a consumer of services.

Associate Membership is for those interested in the field of Communication Disorders who do not qualify for Active Membership.  Persons may become Associate Members upon payment of dues provided that they subscribe to the Association's Code of Ethics.  Associate Members shall transfer to Active Membership upon completion of Active Membership requirements and payment of appropriate dues.  Associate Members receive those benefits and privileges granted by the Association except for the privilege of voting and receiving the Association Directory. 

D.   Life Member

Must be:  (1) Active Members of the Association for twenty (20) years prior to nomination as a Life Member; and (2) at least 62 years of age. 

Requests for Life Membership status are to be sent in writing to the Membership Chair, stating eligibility.  Upon eligibility approval, Life Members shall receive those benefits and privileges granted by the Association, including voting privileges.  Dues shall be waived beginning the following fiscal year.

Section 3.   Membership Status

A.   Any member who, in the judgment of the Ohio Board of Speech-Language Pathology and Audiology (OBSLPA), violates the Ohio Board’s Code of Ethics will be suspended or terminated from the Association, dependent on the Board’s ruling.  A member must be notified in writing of the status of membership via certified mail.

B.   The Ethical Practice Committee may act in an instance in which a member violates the OSLHA Code of Ethics.

C.   Any Member may resign Membership from the Association by providing notification to the Business Office.  Such resignation becomes effective immediately.

ARTICLE VIII
DUES AND FEES

Section 1.   Dues

All Active and Associate members shall pay dues as established by a motion which is passed by the majority of elected voting members of the Legislative Council.

The Treasurer and other members of Executive Council may determine that a change in the amount of annual dues to be collected from Active and Associate members of the Association is required based on budget projections for the following fiscal year. The Treasurer will then prepare a rationale and recommendations from the Executive Council which will be presented in a motion to Legislative Council.  A majority of the elected, voting members of the LC will determine if a motion to change dues passes.

Section 2.   Fiscal Year

The fiscal year of the Association shall be July 1 through June 30.

ARTICLE IX
GOVERNING STRUCTURE OF LEGISLATIVE COUNCIL

Section 1.  Composition

The Legislative Council shall govern and manage the affairs of the Association between meetings of the Membership.

The elected officers of the Legislative Council shall be the President, the President-Elect, the Past President the Vice-President of Association Management, the Secretary, the Treasurer, four Directors (Director of Educational Activities and Convention, the Director of Marketing and Public Relations, the Director of Publications and the Director of Legislative Advocacy, and eight Professional Practice Representatives (Audiology, MRDD, Private Practice, Non-Profit Agencies, Schools, Supervision, Health Care,  University and Student Affairs).  These officers shall hold office as follows:  President, one year;  President-Elect, one year; Past President, one year, Vice-President of Association Management, 3 years; Secretary, three years; Treasurer, three years; Directors, two year rotating terms; Representatives, two year rotating terms (see Section 2 - Elections).  These officers shall perform the duties prescribed by these By-Laws, the Parliamentary Authority adopted by the Association, and the Procedures Manual of the Association.

Section 2.   Terms of Office

The terms of office for the following elected officers shall begin on July 1 and terminate at the end of their designated term of office: The President, President Elect and Past President may serve no more than on e term in those respective positions. They may qualify again after two years have elapsed.  The Vice President of Association Management, Secretary, Directors, Professional Practice Representatives may serve no more than two consecutive terms in those respective positions.  They may qualify again after two  years have elapsed.

The term of office for the elected Treasurer shall begin July 1 and terminate on August 31 of their designated term of office.  The Treasurer will to prepare the budget and audit at the end of their term and assist with training and carryover of duties.

Section 3.  Authority

The Legislative Council has the authority to:

·         conduct the business of the Association between Annual Meetings of the Membership, to be reported at the Annual Meeting;

·         manage the affairs of the Association through its elected and appointed members;

·         review to approve and/or suspend Association Affiliates;

·         approve the annual budget;

·         approve necessary Council appointments;

·         approve Committee plans;

·         approve at least annually a compilation, performed by a Certified Public Accountant, of the Association’s financial records prepared by the Treasurer;

·         fill vacancies on Legislative Council as they occur;

·         establish annual dues and fees.

·         adopt and maintain a Procedures Manual necessary for Council to conduct its business.  Changes in the Procedures Manual shall require a majority vote of the members of Legislative Council present, given that a quorum has been established, at any regular or special meeting of Council, provided all members of Council are notified of the proposed change in writing fifteen (15) calendar days prior to the meeting;

·         report at the Annual Business Meeting.

Section 4.   Succession of Duties

In the event that the President is unable to complete his/her term of office, the President-Elect will serve as President pro-tem.  Should the President-Elect not complete his/her elected term of office, the Vice President of Association Management will serve as President pro-tem.  Should the Vice President of Association Management not complete his/her elected term of office, the Legislative Council may elect an officer pro-tem for the vacant position until the next regular election is held.  In the event that any other LC member is unable to complete his/her term of office, the President shall appoint a replacement who shall remain in that position until the next regular election for that particular position.

Section 5.  Meetings

A.   A regular meeting of the Legislative Council shall be held at least quarterly at a time and place designated by the President, and approved by Council.  Prior notice shall be sent to Council members at least fifteen (15) calendar days in advance of a scheduled meeting.

B.   A quorum of the Legislative Council shall be a majority of its voting members.

Section 6.   Ex-officio and Paid Positions

Appointed offices/positions are made according to Robert’s Rules^o.  Ex-officio or appointed officers of the Association are non-voting members.

Paid employees of the Association shall be the Executive Director, Office Assistant and Bookkeeper. These positions are also non-voting.  A convention planner, CPA/accountant, attorney, or payroll service may be hired as an independent contractor, as needed. 

Section 7.   Officers

A)   President

·         serves as the chief executive officer with final decision, authority, and responsibility;

·         presides over all Legislative Council meetings of the Association and calls any special meetings;

·         handles monies for the Association in the event that the Treasurer or Bookkeeper is unable to do so;

·         is a contractual agent for the Association in the event that the Treasurer is unable to do so;
serves as an ex-officio, non-voting member of all committees, with the  exception of the Election Management Committee, where the President is a voting member.

·         is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of Executive Council.

B)  Past President

·         serves as an ex-officio, non-voting member of all standing committees;

·         presides over all Executive Council meetings of the Association;

·         is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of Executive Council.

C)   President-Elect

·         performs all the duties of the office of President in the absence or inability of that officer to act;

·         serves as an ex-officio, non-voting member of all standing committees;

·         serves as the Parliamentarian and Ombudsman;

·         is responsible for managing his/her allocated budget.  Expenditures in excess of the approved

      budget must have the prior approval of Executive Council.

D)    The Vice President of Association Management

·         performs all the duties of the office of President or President Elect in the absence or inability of those officers to act;

·         serves as an ex-officio, non-voting member of all standing committees;

·         responsible for activities related to Ethical Practice and Election Management;

·         is responsible for the appointment of all committee chairs under his/her direction and approved by the Legislative Council;

·         is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of Executive Council.

 E)  Secretary

§  maintains the official records and files of the Association;

§  is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of Executive Council.

F)   Treasurer

·      is an official authorized officer for handling monies for the Association;

·      is a contractual agent for the Association;

·      arranges for a compilation of financial records by a Certified Public Accountant at the end of each fiscal year; 

·      is responsible for training incoming Treasurer;

·      is a bonded fiscal officer of the Association, in an amount designated by the Legislative Council;

·      is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of Executive Council;

·      Is the Chair of the Financial Advisory Committee, which shall consist of members of Executive Council.

G)   Directors and Professional Practice Representatives

·         appoints Committee Chairs and/or Task Forces, as necessary, to facilitate the collection and dissemination of information in the subject areas of his/her Scope of Responsibility.  Standing committees are listed on the Governing Structure Flow Chart. Committee chairs are to be approved by the Legislative Council.

The charge, structure, operation, and membership of any such committee are at the discretion of the Director or Representative, and are based on his/her assessment of the issues and concerns of that subject area.  A committee may be dissolved by the Director by the same token.  It is expected, however, that the Director or Representative will delegate responsibilities by doing such things as forming committees and appointing committee chairs, and by soliciting other members' expertise and assistance.

The Director or Representative will serve as an ex-officio member of any Committee or Task Force operating under his/her Scope of Responsibility, and will vote in Committee in case of a tie.  He/she will act as a coordinator and supervisor of the various committees and responsibilities under his/her jurisdiction. 

·         attends all scheduled meetings of Legislative Council. If unable to attend at least 3 out of 4 scheduled meetings, the Director should notify the Business Office and appoint a representative to the meeting who will present information on relevant topics.

·         each Director or Representative is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of Executive Council.

ARTICLE X
ELECTIONS

Section 1.   Election Procedures

A.   The Election Management Committee shall investigate the qualifications of proposed candidates and present a slate of no fewer than two (2) nominees for each vacant office.  Each nominee shall have agreed to serve if elected.

B.   The Legislative Council shall present, via the Election Management Committee, written questions to the candidates for offices of all elected positions, including:  President-Elect, Vice-President of Association Management, Secretary, Treasurer, Directors and Professional Practice Representatives.  The questions shall relate to the candidate's philosophy of the profession and to the specific office.

C.    Suspected violation of election procedures shall be reported to the Election Management Committee, which may refer the question to the Ethical Practice Committee.

D.   Elections for officers will be held every year.  Elections shall be by mail or on-line ballot.  The requirement for election shall be a plurality of the votes cast by qualified voting members responding to the ballot.   

·         The President-Elect shall be elected every year.

·         The Vice President of Association Management, Secretary, and Treasurer shall be elected every three years.  These terms shall not run concurrently.  The Treasurer’s term will run from July 1-August 30.

·         The Director of Educational Activities and Convention, Director of Publications, and four Professional Practice Representatives (Audiology, Mental Retardation/Developmental Disabilities, Non-Profit, and University & Student Affairs), shall be elected on even-numbered years. The Director of Marketing and Public Relations, Director of Legislative Advocacy, and four Professional Practice Representatives (Schools, Health Care, Supervision, and Private Practice) shall be elected on odd-numbered years. 

·         The Ethical Practice Committee Chair Elect will be elected annually to serve a two year term.  The second year of this term will be as Committee Chair. 

·         Two Election Management Committee members will be elected each year serving a two year term.

Section 2.   Qualifications

Only Active Members who are current in their dues and Life Members may hold office.  All elected officers shall have been Members of the Association for not less than twenty-four (24) consecutive months immediately prior to and at the time of nomination. 

Section 3.   Nominations

A.   The names of candidates shall be submitted to Legislative Council prior to nominations at the Annual Convention.  The Election Management Committee may include only the following information at the time of the nomination:  (1) name; (2) highest degree and/or title held; (3) current work title and setting.

B.   At the Annual Business Meeting of the Annual Convention, there shall be an opportunity for Members to make additional nominations from the floor for each elected office or position.

Section 4.   Ballots

A.   The questions framed by the Legislative Council shall be distributed by the Election Management Committee by the conclusion of the Annual Convention.  A response must be received from each candidate within ten (10 business days) following the conclusion of the Annual Convention in order to be included with the ballots.

B.   Election for all offices and positions shall be by electronic ballot of the Membership.  Within 30 business days following the Annual Convention, the Executive Director shall provide an election ballot on the Association website to be accessed by voting members only.  If a member is unable to access the ballot online, they may request a paper ballot.  The request must be in writing to the Executive Director, postmarked no later than 5 business days prior to the opening of the online election.   

C.   The candidates shall be listed alphabetically by surname for each position or office on a single ballot.  The ballot shall include the professional position of the candidate, his/her employer and the address of his/her employer, the offices and committee appointments currently or previously held in professional associations.  The electronic ballot will be posted for 14 days. Candidates’ responses to the questions of the Legislative Council and a brief biographical summary will be part of the electronic ballot. 

D.   Election to an office will be determined by a simple plurality of the ballots cast for any candidate for each office or position.  The Election Management Committee shall count any paper ballots received. In the event of a tie vote, election to the office shall be decided by the President.

E.   Within five (5) business days of the close of balloting, a detailed report of the results, including the name of each candidate, the number of votes cast for each candidate, and an indication of the successful candidate for each position, will be sent to the Election Management Chair by the Executive Director.  A report of the results, including only the names of the candidates for each position and an indication of the successful candidate shall be sent to Executive Council by the Executive Director.  Also within this same time limit, candidates will be informed by the Election Management Committee of the results of the position for which they were running.  The Executive Director shall ensure that the election results are published in the next newsletter.  The Membership shall be notified of the results within two months following the close of balloting.

F.   Those elected shall take office at the beginning of the next fiscal year following their election.

G.   Any candidate may request a review of the balloting results within ten (10) business days of the receipt of their notification of election results.  The request must be in writing to the Election Management Chair and signed by the candidate.

ARTICLE XI
VOLUNTARY DISSOLUTION

The Association may be dissolved voluntarily in the manner provided in Section 1702.47, Sub-Section D, of the Ohio Revised Code and as set forth in the Articles of Incorporation.

ARTICLE XII
PARLIAMENTARY AUTHORITY

On all matters of procedure not specifically indicated in the By-Laws, the official authority shall be the most recent edition of Robert's Rules of Order.^o

ARTICLE XIII
AMENDMENTS

Amendments to these By-Laws may be initiated at any time by Legislative Council or in written proposal signed by ten (10) members and presented to Legislative Council for a decision regarding presentation to the general membership.  Proposed amendments signed by ten percent (10%) of the members of the Association shall be submitted directly to the general membership for their approval or disapproval.  Vote shall be by electronic ballot of voting members of the Association.  Ballots can be posted online within twenty-one (21) calendar days after adoption by Legislative Council or receipt of the petition or posted online with the annual election ballot.  A 2/3 affirmative vote of those members voting will be necessary for adoption.

^o Roberts, Henry M., III.   (1990).   Robert's Rules of Order, Newly Revised, 9^th Edition.   New York:  Jove, Inc.

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Governing Structure