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Section 1 – Governing Body

The Board of Directors (BOD) shall govern and manage the affairs of the Association between meetings of the Membership.

Section 2 – Affiliates

1. 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.
2. 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.
3. 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.

The professional conduct of the members of the Association shall be governed by the Code of Ethics formulated and published by the American Speech-Language-Hearing Association (ASHA). The Association shall also follow the non-discrimination policy established by ASHA in their By-Laws & Code of Ethics.

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 Board of Directors present, given that a quorum has been established, at a regular Board 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 Board of Directors present, given that a quorum has been established, at a regular Board 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 Communication Disorders; or (2) in Professional Experience Year/Clinical Fellow (PEY/CF) or (3) First Year Post PEY Professional (1st year after membership participation as PEY), or (4) professional of an Allied field; or (5) 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 or holding office.

D.   Life Member
Must be:  (1) Active Members of the Association for twenty five (25) years prior to nomination as a Life Member; (2) at least 65 years of age.

Requests for Life Membership status are to be sent in writing to the OSLHA Business Office by May 1, stating Eligibility.  Upon eligibility approval, Life Members shall receive those benefits and privileges granted by the Association, including voting privileges beginning the following fiscal year.  An annual nominal fee will be charged to Life Members.  All Life memberships awarded prior to July 1, 2012 are grandfathered with fee waived.

Section 3.  Membership Status

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

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 Board of Directors

The Director of Business Development and other members of the BOD 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 Director of Business Development will then prepare a rationale and recommendations from the BOD which will be presented in a motion. A majority of the elected, voting members of the BOD 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.

Section 1.   Composition

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

The elected officers of the BOD shall be the President, the Vice President/President-Elect, the Past President, and 6 Directors (Education, Membership, Advocacy, Business Development, Technology, and University Affairs/Clinical Education).  These officers shall hold office as follows:  President -one year;  President-Elect – one year; Past President – one year; Director of Education -3 years, Director of Membership – 2 years, Director of Advocacy – 3 years, Director of Business Development – 3 years, Director of Technology – 2 years, Directors of University Affairs/Clinical Education – 2 years.

(see Article IX – 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, Vice President/President Elect and Past President may serve no more than one term in those respective positions. They may qualify again two years after serving as Past President.  The Directors may serve two (2) consecutive terms in those respective positions. They may qualify again after two (2) years has elapsed.

The term of office for the elected Director of Business Development shall begin July 1 and terminate on August 31 of their designated term of office.  The Director of Business Development will prepare the budget and compilation at the end of his/her term and assist with training and carryover of duties.

Section 3.   Authority

The Board of Directors (BOD) has the authority to:

1. 1. Conduct the business of the Association between Annual Meetings of the Membership, to be reported at the Annual Meeting
   2. Manage the affairs of the Association through its elected and appointed members
   3. Review to approve and/or suspend Association Affiliates
   4. Approve the annual budget
   5. Approve necessary BOD appointments
   6. Approve Committee plans
   7. Approve at least annually a compilation, performed by a Certified Public Accountant of the Association’s financial records prepared by the Director of Business Development
   8. Fill vacancies on the BOD as they occur
   9. Establish annual dues and fees
   10. Adopt and maintain a Procedures Manual necessary for the BOD to conduct its business.  Changes in the Procedures Manual shall require a majority vote of the members of BOD present, given that a quorum has been established, at any regular or special meeting of the BOD, provided all members of the BOD are notified of the proposed change in writing fifteen (15) calendar days prior to the meeting
   11. 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 Past President will serve as President pro-tem.  Should the Past President not complete his/her elected term of office, the Director of Business Development will serve as President-Elect pro-tem.

Section 5.   Meetings

1. 1. A regular meeting of the BOD shall be held at least quarterly at a time and place designated by the President, and approved by the BOD.  Prior notice shall be sent to BOD members at least fifteen (15) calendar days in advance of a scheduled meeting.
   2. A quorum of the BOD shall be a majority of its voting members.

Voting members of the BOD may be physically present or participate through the various electronic forums.  In order to vote on a motion, the BOD member must be present throughout the entire discussion regarding that motion.

Section 6.   Ex-officio and Paid Positions

Appointed offices/positions are made according to Robert’s Rules©.  Ex-officio positions have the same rights and privileges as other BOD positions, including the right to vote. All BOD (elected or appointed) shall therefore have full voting rights except in the two following instances: (1) when the President shall be an ex-officio member of a committee and (2) when the ex-officio member of a committee is not a current BOD member.

Paid employees of the Association shall be the Executive Director and administrative staff.  These positions are also non-voting.  Additional independent contractors may be hired, as needed.

Section 7. Officers

A)   President

• • Serves as the chief executive officer with final decision, authority, and responsibility;
  • Presides over all BOD meetings of the Association and calls any special meetings;
  • Handles monies for the Association in the event that the Director of Business Development or Bookkeeper is unable to do so;
  • Is a contractual agent for the Association in the event that the Director of Business Development 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 the BOD.

B)  Past President

• • 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;
  • Is responsible for managing his/her allocated budget. Expenditures in excess of the approved budget must have the prior approval of the BOD.

C)  Vice President/President-Elect

• • 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 the BOD.

D)   Director of Business Development

• • 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 Director of Business Development.
  • Is a bonded fiscal officer of the Association, in an amount designated by the BOD.
  • Is responsible for managing his/her allocated budget. Expenditures in excess of the approved budget must have the prior approval of the BOD.
  • Is the Chair of the Financial Advisory Committee, which shall consist of members of the BOD

E)  Directors:

• • Appoints Committee Chairs and/or Ad Hoc Committees, 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 BOD.
  • The charge, structure, operation, and membership of any such committee are at the discretion of the Director, 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 will delegate responsibilities by doing such things as forming committees and appointing committee chairs, and by soliciting other members’ expertise and assistance.
  • The Director will serve as an ex-officio member of any Committee 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 BOD 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 is responsible for managing his/her allocated budget.  Expenditures in excess of the approved budget must have the prior approval of the BOD.

Section 1.  Election Procedures

A.   The Election Management Committee shall investigate the qualifications of proposed candidates and present a slate of eligible candidates.  Each nominee shall have agreed to serve if elected.

B.   The Board of Directors (BOD) shall present, via the Election Management Committee, written questions to the candidates for offices of all elected positions. 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.

D.   Elections for officers will be held every year.

• The President-Elect shall be elected every year.
• The Director of Education, Director of Advocacy and Director of Business Development shall be elected every three years.
• The Director of Membership, Director of Technology and Directors of University Affairs and Clinical Education shall be elected every two years.

Section 2.  Qualifications

Candidates must maintain Active or Life Membership status at the time of nomination and throughout their elected terms.

Section 3.  Nominations

A.   The slate of candidates shall be submitted to the BOD six (6) weeks prior to the Annual Business Meeting.  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 and (4) the candidate questions framed by the BOD.

Section 4.  Ballots

A.   Elections shall be via on-line ballot or by mail upon request from member.  The request must be in writing to the business office, postmarked no later than 5 business days prior to the opening of the online election.

B.   The electronic ballot will be posted for 14 days. Candidates’ responses to the questions of the BOD and a brief biographical summary will be part of the electronic ballot.

C.   Election to an office will be determined by approval of the slate in a simple majority.  In the event of a tie vote, election to the office shall be decided by the President.

D.  Within five (5) business days candidates shall be informed and the membership shall be notified of the results.

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

F.  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.

Section 1. Removal from Office

Any elected member of the Board of Directors (BOD) may be removed from office:

1. By a vote of two thirds of the current members of the BOD, or
2. By a written petition signed by 2% of the members of the Association on the last annual count and approval of the petition by two thirds of the members of the Association (voting may occur by electronic or nonelectronic ballot), or
3. If the BOD member fails to fulfill the duties of their elected office or
4. If no longer a member in good standing of the Association.

The Association shall indemnify all Board of Directors (BOD) members; Special Interest Group (SIG) Reps; Committee Chairs, Employees, and all other volunteers of the Association for their activities conducted according to the policies and procedures of the association, and shall purchase insurance for such indemnification to the extent determined by the BOD.

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.

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.

Amendments to these By-Laws may be initiated at any time by the Board of Directors (BOD) or in written proposal signed by ten (10) members and presented to the BOD 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 BOD 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.

Roberts, Henry M., III.  (2020).   Robert’s Rules of Order, Newly Revised, 12th Edition.   PublicAffairs