Bylaws of the Educational Audiology Association

The name of this organization shall be the Educational Audiology Association (EAA).

The purpose or purposes for which the corporation is organized shall be to facilitate the delivery of a full spectrum of audiology services to children and students with auditory impairments in educational, intervention and medical settings.

The mission of EAA is to act as the primary resource and active advocate for its members through its publications and products, continuing education activities, networking opportunities and other professional endeavors.

All members of the association shall agree to abide by the highest ethical standards, set forth by their credentialing/licensing body.

The membership of this association shall consist of six classes. The association and its Board of Directors shall not discriminate against any person on the basis of race, ethnicity, national origin, religion, age, gender identity/gender expression, sex, sexual orientation, veteran status, or disability. All programs and activities of the Association shall be conducted in furtherance of this policy. Membership in the appropriate membership category shall be granted to any individual or firm who completes an application and pays the annual dues.

A. The Board of Directors shall consist of the following:

B. The Board of Directors will oversee committees, task forces and working groups to ensure goals meet the mission of the association.

C. The Board of Directors will conduct business in a manner that best reflects the interest of the members.

D. The Board of Directors shall meet at least six times a year to conduct the business of the association, in a face‐to‐face meeting and/or by teleconference. The Board may meet more frequently as necessary to further address business issues of the association.

A. The elected officers of the association shall be a President‐Elect and seven (7) Vice Presidents.

B. The President‐Elect shall be a member in good standing and be a voting member of the Association. The President‐Elect must have served at least one term as a member of the Board of Directors or equivalent leadership experience in EAA or a comparable association.

A. The Conference Coordinator will be appointed by the Board of Directors.

B. Student Representative will be appointed by the President and serve one year.

A. The Vice Presidents shall be elected to a term of three years and can be reelected to a maximum of six years (two terms).

B. The Conference Coordinator will serve a two‐year term, not to exceed 6 years.

C. Student Representative shall serve a one‐year term, not to exceed 2 years.

D. New Board of Directors shall take office on January 1.

A. Nominees for all elected offices, approved by the Board of Directors, shall be presented to the Membership by November 1 by mail or electronic communication.

B. Election of Vice Presidents shall follow the cycle outlined below:

• Year 1 – Awards/Nominations; Membership/Public Relations; Online Communications
• Year 2 – Advocacy; Publications
• Year 3 – Professional Materials; Continuing Education

C. Elections shall be conducted by mail or electronic communication. Ballots will be made available to all members of the association, allowing them at least fifteen (15) calendar days to return their ballot. The deadline for return receipt of the ballot will be given on the ballot. Ballots must be tallied, and election results reported by December 1.

D. Election shall be a plurality of the votes cast by the deadline announced on the ballot.

E. If the President is unable to complete the term of office, the President‐Elect shall fill the vacancy.

F. The unexpired term of vacancies, other than the President, shall be filled in a timely manner by the President, upon agreement of the Board of Directors, for the remainder of the current term of office.

Section 1. A biennial membership meeting shall be held at the biennial conference.

Section 2. Notice of all meetings shall be sent to the membership at least fourteen (14) days prior to the date of the meeting.

Section 3. All business meetings shall be conducted by the President, and an open session for business discussion shall be included in the agenda.

Section 4. Special meetings may be called at any time upon notice by the Board of Directors or upon notice by a majority of the members of the association.

Section 1. The fiscal year of the association shall be determined by the Board of Directors.

Section 2. The amount of the annual dues and membership term shall be set by the Board of Directors.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated exclusively for such purposes.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its directors, members or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and exclusive of all other rights which such member of the Board, officer or employee is entitled.

The corporation shall keep as records minutes of all meetings of its Board of Directors, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the corporation. The corporation shall maintain accurate accounting records.

The corporation shall keep a copy of the following records:

• A.Its articles of incorporation and all amendments to the articles of incorporation currently in effect.
• B.Its Bylaws and all amendments to the Bylaws currently in effect.
• C.The minutes of all directors' meetings and records of all action taken by directors without a meeting for the past three years.
• D.Financial statements for the past three years.
• E.A list of the names, business street, or home, if there is no business street, addresses of its current directors and officers.
• F.Its most recent annual report delivered to the Department of State.

Except as herein directed, the latest revision of Robert's Rules of Order shall govern the conduct of this association.

The association may adopt Standing Rules for its governance which do not conflict with any provisions herein.

These Bylaws may be amended at the biannual membership meeting by the affirmative vote of 2/3 of the members present. No amendment inconsistent with the Articles of Incorporation shall be effective prior to amendment of the Articles of Incorporation.