Revision September 30, 2017
LONG ISLAND SPEECH LANGUAGE HEARING ASSOCIATION
ARTICLE I: NAME
The name of this organization shall be the Long Island Speech-Language-Hearing Association.
ARTICLE II: PURPOSE
The Long Island Speech-Language-Hearing Association provides:
• the membership with professional development and best practices
• the enrichment of students through scholarships and educational programs
• the community with resources
ARTICLE III: MEMBERSHIP
Section 1 - Classes of Membership
The Membership of this Association shall consist of four (4) classes: Regular, Student, Honorary, and Life Members.
a. Regular Members shall constitute the voting body of the organization and its Board of Directors shall be elected from this body.
b. Student Members shall be entitled to all Membership privileges except that of voting and holding office.
c. Honorary Members shall be entitled to all Membership privileges.
d. Life Members shall be entitled to all Membership privileges.
Section 2 Requirements for Membership
The following persons may qualify for Membership in the Association.
a. Regular Members shall be persons educated in speech science, speech-language and hearing rehabilitation and/or audiology, who meet one of the following professional standards:
1. New York State License as a Speech-Language Pathologist or Audiologist.
2. New York State Department of Education Certification as a Teacher of the Speech and Hearing Handicapped (TSHH) or Teacher of Students with Speech- Language Disabilities (TSSLD) and must hold a degree in Speech-Language Pathology and/or Audiology,
3. Clinical Certification by the American Speech-Language-Hearing Association and/or Fellow of the American Academy of Audiology
b. Student Members must be undergraduates who have completed a minimum of nine (9) semester hours in speech-language pathology, audiology, or speech- language and hearing sciences, or matriculated towards a graduate degree in speech-language pathology, audiology, or speech-language and hearing sciences. Individuals who are qualified to become a member in any other member classification may not henceforth qualify as a Student Member.
c. Honorary Members The President may, with the approval of Board of Directors, confer Honorary Membership on those individuals who render exceptional services in the promotion of speech science, speech-language rehabilitation, audiology and hearing rehabilitation.
d. Life Membership To be eligible for Life Membership, a member must meet all of the following criteria:
1. Have attained the age of sixty-five (65) years.
2. Have held Membership in LISHA for fifteen (15) consecutive years immediately prior to requesting life membership.
Any member who meets these criteria may apply for and receive Life Membership. The member takes the responsibility of requesting Life Membership and must provide documentation to support the request.
Section 3 Membership
The Association's Membership Year shall be January 1 - December 31. Dues must be paid in full and are only valid through December 31 of each year. The annual dues of the Association shall be determined by vote of the Board of Directors.
ARTICLE IV: NOMINATIONS AND ELECTIONS
Section 1 - Nominees
Nominees for office shall be Regular, Honorary or Life Members in good standing with a minimum of one-year Membership prior to their nomination. A Past President shall not be precluded from being a candidate for any elected or appointed office.
Section 2 - Nominating Committee
The Nominating Committee shall be headed by the Immediate Past President, the President, Vice President and one (1) Regular Member in good standing to represent the speech-language patologists and one (1) Regular Member in good standing to represent the Audiologists, and up to three (3) additional Members in good standing who may be appointed at the discrestion of the Committee.
a. The Nominating Committee shall obtain the consent of all nominees for office before submitting their names to the Membership. The Committee shall send to all Members in the Fall its proposed slate of officers for the coming year. The Committee shall notify all Members that additional nominations may be made by submitting, to the President, a nominating petition signed by twenty regular Members in good standing.
Section 3 - Elections
Ballots listing nominees for office are to be electronically sent to Members in good standing in the Fall. Completed ballots are to be returned by e-mail and must be dated no later than the specified Fall date. The Nominating Committee shall serve as the Tellers Committee.
The nominee receiving a plurality* of the votes cast for any office shall be elected to that office. The President shall be notified of election results within (three) 3 days of the closing date for voting. In the event of a tie, the President shall immediately reconvene the Nomination Committee, to conduct a run off ballot election between or among tied candidates. The ballots are to be sent electronically to the Membership and completed ballots shall be returned no later than the specified date.
*Plurality (voting), the most votes for any choice in an election, but not necessarily a majority
ARTICLE V: BOARD OF OFFICERS
Section 1 - Members
The governing body of this Association shall be a Board of Directors composed of the following:
Members of Board of Directors
a. Executive Terms of Office How Selected
|(1) President||2 years||Automatic Succession from Vice Presidency|
|(2) Vice President||2 years||Elected|
|(3) Immediate Past President||2 years||Automatic succession from Presidency|
|(4) Treasurer||2 years||Elected even numbered years|
|(5) Secretary||2 years||Elected odd numbered years|
|(6) Continuing Education Administrator||5 years||Elected five-year cycles starting 2018|
b. Directors Terms of Office How Selected
| (1) Audiology
||2 years||Elected odd numbered years|
|(2) Communications||2 years||Elected odd numbered years|
|(3) Higher Education and Students||2 years||Elected odd numbered years|
|(4) Legislative and Practice Issues||2 years||Elected even numbered year|
|(5) Speech-Language Pathology (4)||2 years||(2) Elected odd numbered years|
|(2) Elected odd numbered years|
***If the office of the Vice-President becomes vacant, necessitating the appointment of an acting Vice-President, the acting Vice-President may not automatically succeed to the Presidency. The Association shall, in that case, elect a President and a Vice-President at the next election.
Section 2 - Powers
Executive, Administrative and Judicial powers shall be vested in the Executive Officers (as listed above). When time sensitive issues* need resolution prior to the next scheduled board meeting, the President shall poll the Executive Officers or in the absence of the members of the Executive Officers, the President may execute an option to poll the Board of Directors by an electronic proxy vote. The President shall inform those in attendance at the next regular board meeting of the decision.
* Time sensitive issues are those issues that require:
• monetary expenditures
• illness or death of a board member
• any unforeseen circumstance at the discretion of the president.
Section 3 - Duties
a. Executive Officers
The President shall see that the provisions of the constitution are carried out, supervise and oversee all the business and affairs of the Association, serve as ex-official member of all committees, preside at all meetings of the Board of Directors and/or the Association, and may, at the discretion of the Executive Officers, represent this Association at all state, regional, and national conventions.
It shall be the duty of the President to appoint Members in good standing to unexpired terms of office or vacant positions on the Board of Directors. These appointments shall have the approval of a majority of Members of the Board of Directors.
It shall be the duty of the President to appoint Members in good standing to serve as Chairpersons of the Special Committees or Task Forces. These appointments shall have approval of a majority of Board of Directors.
The President may authorize the expenditure of funds of the Association, not to exceed five hundred dollars ($500.00) without the concurrence of the Board of Directors.
(2) Vice President
The Vice President shall perform the duties of the President, in the event that the latter is unable to serve or in the event that the office of the President is declared vacant. It shall be duty of the Vice President to keep informed of all affairs and policies of the Association. The Vice President will be responsible for coordinating all activities/events in relation to May is Better Hearing and Speech Month, including the members only conference. It will be the duty of the Vice President to coordinate volunteers for all activities of the Association.
(3) Immediate Past President
The Immediate Past President shall act as an advisor to the President and keep the President and the Board of Directors informed of past policies and procedures of the Association. The Immediate Past President shall be responsible for organizing all aspects of Fall Conference or a day long major Conference.
The Treasurer shall chair the Budget Committee and submit a proposed budget to the Board of Directors at its first meeting of the year. The Treasurer shall keep an account of all receipts and disbursements for presentation to the Board of Directors of designated meetings. The Treasurer shall keep a special checking account for all funds of the Association, the location of which shall be known to the Membership, but may be chosen at the discretion of the Treasurer. The Treasurer shall submit a year end statement at the last yearly meeting of the Board of Directors. It will be the duty of the Treasurer to ensure filing of all appropriate tax forms annually.
The Secretary shall record the proceedings of meetings of the Association, and obtain duplicate membership records held by the registrar.
(6) Continuing Education Administrator
The Continuing Education Administrator will chair the Continuing Education Committee which will act as a liaison between ASHA, AAA, LISHA Executive Officers, Directors or other Members who are planning workshops, seminars, or conferences for continuing education units. Other duties will be to (a) keep informed about the requirements for ongoing sponsor approval, including principles and procedures for implementing quality programs (b) provide continuing education information to professionals engaged in independent study, and (c) work cooperatively with organizations that are not ASHA or AAA approved sponsors in order for their members to receive continuing education units through LISHA's co-sponsorship.
The Audiology Director will represent members engaged in the practice of audiology in various settings. The Audiology Director will be responsible for coordinating the annual infection control and hearing aid dispensing workshop along with at least two (2) additional workshops on topics of interest to audiologists. In addition, the Audiology Director will be responsible for assisting the Continuing Education Administrator with the submission of required paperwork for the American Academy of Audiology.
The Communications Director shall be responsible for disseminating information concerning speech-language pathology and audiology especially as it pertains to activities in which LISHA and its Members are involved. The Communications Director shall be charged with compiling and editing Hear-Say. In addition, the Communications Director will be responsible for coordinating our social media presence and the Speaker’s Bureau.
(3) Higher Education and Students
The Higher Education and Students Director shall maintain a liaison with professionals employed in a university setting and students. The Higher Education and Students Director will be responsible for coordinating at least one workshop of interest for students or higher education staff.
(4) Legislative and Practice Issues
The Legislative and Practice Issues Director shall be responsible for keeping abreast of all aspects of legislative and practice issues related to the profession and disseminating this information to the Board of Directors and the membership. In addition, the Legislative and Practice Issues Director will be responsible for coordinating at least one workshop of interest related to legislative or practice issues.
(5) Speech-Language Pathology (4)
The four Speech-Language Pathology Directors will represent members engaged in the practice of speech-language pathology in various settings. The four Speech-Language Pathology Directors will each be responsible for coordinating at least two workshops on topics of interest to speech-language pathologists meeting the needs of pediatric, schools and adult providers.
Section 4 - Meetings
The Board of Directors shall hold at least seven (7) scheduled monthly meetings. At least four (4) of these meetings will be open to the Membership and all Members shall be notified of the dates and places where such meetings will be held.
Any member of the Board of Directors shall have the power to call a meeting with the support of 50 percent of the Board of Directors to warrant a special meeting. Special meeting is defined as any situation which could significantly impact the financial, ethical, and/or legal factors of the organization.
Scheduling of the meetings of the Board of Directors shall be at the discretion of the President.
Section 5 - Attendance
Members of the Board of Directors are expected to attend all scheduled meetings. A Member of the Board Directors who has missed three (3) meetings of the Board of Directors without reasonable cause shall be recommended for removal at the discretion of the President with consultation of the Executive Officers.
Section 6 - Quorum
A quorum of at least a simple majority of the Members of the Board of Directors will be required to conduct an official Board of Directors meeting.
Section 7 - Voting
A simple majority of the Members of the Board of Directors present and voting at any meeting shall be required to pass any motion or resolution.
Section 8 - Resignation-Removal-Vacancies
A Board of Directors member will forfeit his/her office if two thirds of the entire Membership of the Board of Directors finds that he/she has been negligent in attending the called Board of Directors meetings or that he/she has engaged in professional activities contrary to the welfare and progress of the Association and/or of the profession.
A Board of Directors member may resign at any time by giving written notice to the President of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the President, and the acceptance of the resignation shall not be necessary to make it effective.
If any vacancy occurs among the Members of the Board of Directors it shall be filled by appointment by the President with the advice and consent of the other Board of Directors members.
Section 9 - Compensation
No compensation shall be paid to any Board of Directors member for their services as a Director of the Association.
Section 10- Reimbursement
Any Board of Directors member may submit appropriate bills for products and/or services purchased for the Association to the Treasurer. Original bills and/or receipts should be submitted within thirty (30) days of said purchase(s) and are to be paid in full during the current membership year. Reimbursement for purchases made during the month of December, may extend into the following calendar year.
ARTICLE IX: INDEMNIFICATION
The Association shall indemnify its Board of Directors against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorney’s fees, in connection with any claim asserted against the Board of Directors by action in court or otherwise, by reason of the fact that such person was an Officer of the Association and acting in good faith for a purpose which such person reasonably believed to be in the best interest of the Association, and not unlawful.
Indemnification shall be provided in the manner and to the full extent afforded by the Not-for-Profit Corporation Laws; and as permitted by such law, the Association may provide additional indemnification pursuant to any agreement, action of the Board of Directors, or by provision of these bylaws.
This article shall be exclusive but shall include, by implication, any and all rights and remedies available to the Association, the Board of Directors by statute or otherwise, including but not limited to the purchase and maintenance of insurance to fund the aforementioned indemnification pursuant to the Not-for-Profit Corporation Law.
ARTICLE X: CONFLICT OF INTEREST
A conflict of interest exists when a matter to be acted upon by the Board of Directors confers a direct benefit to any member of the Board of Directors or agency from which a member derives income or has authority in governance.
A member of the Board of Directors shall abstain from discussing or voting on any matter before the Board which places him or her in a conflict of interest and leave the meeting room during this time.
Prior to voting and, to the extent practicable, prior to discussing any matter in which a conflict of interest exists, the affected member of the Board of Directors shall declare that he or she has a conflict of interest, and shall excuse him or herself and leave the room. Prior to discussing or voting on any matter, a member of the Board of Directors may be requested by any other member to abstain from being present and discussing or voting because of a conflict of interest. If the challenged member of the Board of Directors refuses to abstain from said request, the President shall immediately call for a vote of the Executive Officers to determine whether the challenged member of the Board of Directors has a conflict of interest and shall be required to abstain from discussing and voting on the matter before the Board. If a majority of the members of the Board of Directors present votes to require the abstention of the challenged member, that member shall not be permitted to be present or vote.
ARTICLE XI: STANDARD OF CARE
Executive officers, directors, members of committees and councils shall discharge their respective positions in good faith and with the degree of diligence, care and skill which ordinarily prudent people would exercise under similar circumstances in like positions.
ARTICLE XII: DISCRIMINATION
The Association shall not discriminate on the basis of race, national origin, religion, age, sex, sexual orientation, or handicapping condition. All programs and activities of the Association shall be conducted in furtherance of this Article.
ARTICLE XIII: AMENDMENTS
Proposed amendments to this Constitution shall be submitted in writing to the Board of Directors for approval.
The Board of Directors shall present all such proposals to the voting Members in good standing, with or without endorsement, electronically setting forth the proposed amendments and the relevant sections of the current Constitution.
The Board of Directors shall set a date for the return of the ballots electronically, which date shall be at least one week after the electronic distribution to the Members. A majority of those voting is needed for the adoption of any amendment.