Bylaws of the American Auditory SocietyArticle 1. Name The name of this organization shall be The American Auditory Society (hereinafter, Society, or AAS). Article II. Aims The Society is a multi-disciplinary association composed of individuals whose professional employment is dedicated to the ear, hearing, and/or balance. The mission of the Society is to foster the dissemination of knowledge and exchange of information among these professionals. The Society's specific goals are to increase knowledge and understanding of: 1. The ear, hearing and balance; 2. Disorders of the ear, hearing, and balance, and prevention of these disorders; and 3. Habilitation and rehabilitation of individuals with hearing and balance dysfunction. The Society accomplishes its specific goals through publication of professional, scientific, educational, and informational media and through regular interdisciplinary meetings. A fundamental commitment of the Society is to promote actively the highest level of interdisciplinary co-operation in pursuing its goals. The Society is a 501c(3) organization as recognized by the Internal Revenue Code of the United States of America. Article III. Membership 3.1. Classes. The Society shall be composed of Regular Members, Life Members, and Trainees. 3.1.1. Regular Member. To become a Regular Member of the Society, the applicant must either (a) possess a Bachelor's degree from an accredited academic institution, or (b) have the equivalent of an academic degree in scientific experience or in professional experience in the field of audition. The determination of eligibility of an individual application for Regular Member shall be the responsibility of the Membership Committee after the candidate has supplied evidence of (a) or (b) above. 3.1.2. Life Member. A Regular Member in good standing who has attained the age of 65 years, and who has been a Member of the Society for not less than a total of 25 years, may become a Life Member by submitting a written request to the Executive Director. 3.1.3. Trainee Members. Trainees, defined as any student (undergraduate, graduate, professional degree (e.g. MD)), surgical or medical resident, fellow, or post-doc who are enrolled full-time in a university program, may become Trainee Members. Trainee membership terminates at the end of the calendar year upon graduation from the university program, at which time the Trainee becomes eligible for Regular Member status. 3.2. Dues. The Board of Directors shall establish the annual dues. The dues shall include subscriptions to those Society publications as determined by the Board of Directors. Dues are considered delinquent if not paid within 30 days of the due date. 3.2.1. Dues shall be renewed annually and shall be payable in full in advance of each calendar year. 3.2.2. A member in any class whose dues are not paid in a timely manner shall not receive the publications of the Society until dues have been paid in full for that year. 3.2.3. Life Members may receive all publications normally sent to Regular Members. 3.3. Termination of Membership. 3.3.1. Members whose dues are delinquent for 30 days shall be notified by the Executive Director of the delinquency. A member whose dues are delinquent for 60 days shall be dropped automatically from the rolls of the Society. Anyone who has been dropped from membership for non-payment of dues may be reinstated by following the procedures outlined in section 3.1.1 of the Bylaws. 3.3.2. A member who attempts to subvert the letter and spirit of the Aims of the Society or whose behavior demeans or discredits the Society may be dropped from membership on two thirds (2/3) vote of the Board of Directors. A person so terminated has the right to appeal the expulsion before the Board of Directors. This person may be represented by legal counsel of his/her choosing and at his/her expense. Terminated persons may seek reinstatement no sooner than one year after expulsion upon application to the Board of Directors. The Board may grant or deny the application. 3.4. Rights Reserved to Regular Members and Life Members. 3.4.1. To vote on matters reserved to the members. 3.4.2. To elect members to the Board of Directors. 3.4.3. To hold office in the Society. 3.4.4. To serve on committees and task forces established by the Board of Directors. 3.4.5. To propose projects, ideas and suggestions to the Board of Directors for consideration and possible action. 3.4.6. To initiate, by petition, legislation creating, amending or rescinding policy and management directives of the Society. To effect such legislative action, a petition, signed by at least 10 members in good standing, shall be presented to the Board of Directors. After determining that sufficient signatures have been obtained, the Board of Directors shall notify the membership of the proposed legislation and a vote will be taken through mail or electronic ballot. Documents in support of and in opposition to the proposal shall accompany the ballot. To be counted, ballots must be returned no later than 45 days after the ballots have been delivered. Article IV: Meetings 4.1. Scientific Meetings. 4.1.1. The Society shall conduct at least one scientific meeting annually at a time and place determined by the Board of Directors. 4.1.2. Scientific meetings of the Society are open to all classes of members, as well as any other interested persons. Anyone may submit scholarly materials for consideration for presentation at a scientific meeting of the Society. 4.2. Membership Meetings. A membership meeting shall be held annually in conjunction with a scientific meeting of the Society. The annual membership meeting is convened for the purpose of conferring awards, for recognition of exemplary service to the Society, and for apprising the Members of actions taken by the Board of Directors which have occurred since the last report of the Board. The President of the Society shall chair the Membership meeting. 4.3. Minutes. Minutes of all business meetings of the Board of Directors shall be made available to all members, with any reference to individuals (that is considered to be of a sensitive nature by the President of AAS) redacted. Article V. Board of Directors 5.1. Governance. The Board of Directors is the governing body of the Society. It establishes policies of the Society. It shall supervise, control and direct the affairs of the Society, and shall actively enforce the aims and objectives of the Society. The Board of Directors shall operate in accordance with these Bylaws. The Board of Directors exercises all powers except those reserved to the membership by these Bylaws. To facilitate the performance of these duties and responsibilities, the Board of Directors shall create and dissolve standing committees and task forces, designate and amend their charges, and determine their size and composition. The Board of Directors shall select the chairs of all committees and task forces and specify their terms of service. The Board of Directors shall approve the budget in accordance with the policies of the Society. The Board of Directors shall represent the Society in all affairs concerning third parties. It shall designate persons who will be authorized to conduct business in the name of the Society. 5.2. Composition. The Board of Directors of the Society shall consist of fourteen (14) members of the Society in good standing. 5.3. Election to, and Terms of, Office. 5.3.1. Fourteen (14) members of the Board of Directors shall serve four-year terms. Elections will be held every odd-numbered year, when roughly half of the BOD members will be elected. There are circumstances (e.g., election to president-elect/president/past-president) where the number of individuals elected during an election year and/or the timing of elections may need to be modified. For such changes to occur, a simple majority positive vote of the AAS BOD is required. All terms shall be on a calendar year basis. No one shall serve more than two consecutive four-year terms, but one may be re-elected for additional terms after a two-year hiatus. Each Board of Directors member isexpected to attend all formal meetings of the Board of Directors. Missing two (2) consecutive annual face-to-face board meetings shall result in automatic termination of membership on the Board. Exceptions in special circumstances may be granted by two-thirds (2/3) vote of the Board of Directors. 5.3.2. At the Board of Directors Face to face meeting in an election year, the Board of Directors shall appoint a Committee on Nominations. The Committee on Nominations shall be representative of the professions and interests of the entire Society. The Executive Director shall sit ex officio without vote on the Committee and shall supervise the balloting procedures. Immediately, but not later than June of the election year, the Committee on Nominations shall present a slate of no less than two members in good standing to fill each of the openings on the Board of Directors. The slate should be representative of the professions and interests of the entire Society. The membership also may nominate candidates by written petition signed by no less than 10 members in good standing. Such a petition must be filed with the Executive Director no later than 45 days after the announcement of the slate of the Nominating Committee. All persons so nominated and who have agreed to serve if elected shall provide a brief biographical sketch along with a short synopsis on how they perceive the future of the Society. This information shall be published for general distribution to the voting membership prior to balloting. 5.3.3. Balloting shall be through electronic mail. Upcoming elections will be announced on the AAS Website and members eligible to vote will be notified by email. Balloting will occur in the Fall of odd-numbered years. Counting of votes and notification of outcome will be completed by the Executive Director and reviewed by the President and President-Elect. 5.4. Vacancies. Should a vacancy in the Board of Directors occur, the President shall appoint a member in good standing to complete the remainder of the term of office where the vacancy occurred. Partial terms served by appointed persons shall not be counted towards the two-term limit. If the vacancy occurs in the office of the President, the President-Elect shall immediately assume the office of the Presidency. When the office of President-Elect becomes vacant for any reason, it shall remain unoccupied until the next meeting of the Board of Directors at which time a new President-Elect shall be elected by the Board of Directors from within its membership. 5.5. Executive Director. The Executive Director shall be appointed by the Board of Directors for a period determined by contractual agreement and subject to review and renewal. 5.6. Ex Officio Board Members. The Editors of all Society publications shall be ex officio nonvoting members of the Board of Directors. The Executive Director shall serve as an ex officio nonvoting member of the Board of Directors. 5.7. Remuneration. With the exception of the Executive Director, no member of the Board of Directors shall receive remuneration for service on the Board. The Board of Directors shall determine the amount of compensation for the Office of the Executive Director. Expenses incurred when attending Board of Directors meetings may be partially or wholly reimbursed at the discretion of the Board of Directors. 5.8. Officers. The officers of the Society shall be composed of the President, President-Elect, Past-President, Treasurer and Executive Director, all of whom (with the exception of the Executive Director) shall be elected by the Board of Directors from among its members. 5.8.1. Terms of Office. 5.8.1. (A) The President, President-Elect, and Past President shall serve one-year terms, each commencing immediately following the annual meeting. 5.8.1. (B) The Treasurer shall serve a three-year term. 5.8.1. (C) The Executive Director shall serve a term defined in their contract. 5.8.2. Duties and Responsibilities. 5.8.2. (A) The President shall serve as Chair of the Board of Directors, and shall preside at the annual membership meeting of the Society. 5.8.2. (B) The President-Elect shall assume the responsibilities of the Presidency whenever the President is unable to serve. The President-Elect shall succeed to the Presidency immediately should the office of President become vacant. 5.8.2. (C) The Treasurer shall work closely with the Executive Director in the preparation of an annual budget for the Society and present the annual budget to the Board of Directors during the annual meeting. In addition, the Treasurer shall head the Finance Committee in managing the investment portfolios of the Society and allocating funds to support Society initiatives. 5.8.2. (D) The Executive Director shall attend to the daily operations and the administration and financial affairs of the Society in conformity with these Bylaws and the established policies of the Society. The Executive Director shall maintain a bank account in the name of the Society and shall assure that an annual audit or review of the financial records of the Society is performed by an independent Certified Public Accountant, with the results reported to the Board of Directors and the Membership. The Executive Director shall sit ex officio on all standing committees. Upon approval of the President and Treasurer, the Executive Director may enlist outside services or persons to assist in daily operations of the Society. 5.9. Removal from the Board of Directors. A voting member of the Board of Directors may be removed from office by a three-fourths (3/4) majority of members returning a ballot. A petition for removal signed by 20 members is required in order to initiate such action. 5.10. Removal from Office. An elected Officer may be removed from office by a three-fourths vote of the Board of Directors. 5.11. Meetings. The Board of Directors shall meet at least once annually. Additional meetings shall be held at the discretion of the President or at the call of at least six members of the Board of Directors. A quorum shall consist of eight members of the Board of Directors. Article VI. Indemnification Every member of the Board of Directors as defined in Article V of these Bylaws, every member of any duly constituted committee or task force, and any employee of the Society, or any other agent of the Society (hereinafter representative) shall be indemnified by the Society against all liabilities, costs and expenses, including counsel fees, incurred by, or imposed upon, such a representative, in connection with any proceeding of any kind in which that representative may be made a party, or in which there may be involvement in any way, by reason of being or having been a representative of the Society at the time such liabilities, costs, and expenses accrue, except in those cases in which the representative of the Society is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The Board of Directors shall have the power to determine whether the representative of the Society has met the standard for indemnification set forth herein and to grant or deny the application. This right of indemnification shall be in addition to, and not exclusive of all other rights to which such member, officer or employee may be entitled. Article VII. Parliamentary Authority The rules contained in the current edition of Robert's Rules of Order Newly Revised, as it may be amended from time to time, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, or with the Articles of Incorporation, or with any special rules of order the Society may adopt. Article VIII. Publications 8.1. Official Publications. The Society shall publish: (1) scholarly periodical(s); (2) news and announcements of general interest; (3) a directory of members and (4) other publications in various informational media as approved by the Board of Directors. 8.2. Distribution. All members shall have access to Society publications, as the Board of Directors shall designate. 8.3. Editors. The Editors of all Society publications shall be appointed by the Board of Directors. Article IX. Amendments These Bylaws should be reviewed by the Bylaws and Policies and Procedures Committee (which includes the Executive Director, President, Past-President and President-Elect) at least every five (5) years. If needed, the Board of Directors will review and recommend changes. These Bylaws may be amended only by the membership. All proposed amendments must have been discussed at a previous Membership meeting or published to all voting members of the Society at least 45 days prior to balloting. A two-thirds (2/3) majority of the ballots returned shall be necessary for approval of an amendment. To be counted, ballots must be returned within 30 days of the date of receipt of the ballot. Amendments shall take effect immediately upon approval, unless otherwise stipulated.
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