Bylaws of the Kentucky Academy of Audiology

ARTICLE 1
The Kentucky Academy of Audiology (Association) is organized for the purpose of promoting the public good by fostering the growth, development, recognition, and status of its members licensed to provide or promote Hearing Health Care.

ARTICLE II
Offices
2.1 The principal office of the association shall be located at 446 East High Street, Suite 10, Lexington, KY 40507. The association shall have other offices at such other places as the Board of Directors of the association shall designate.

ARTICLE III
Membership
3.1 Members. The members of the association shall consist of Fellows and students of audiology and Associate members of professions licensed by their respective states to provide or promote Hearing Health Care.
3.2 Fellows. Open to all licensed audiologists.
3.3 Associate Members. Open to all Hearing Instrument Specialists who hold a valid and current license to dispense hearing instruments and other professionals licensed by their respective states to provide or promote Hearing Health Care. Associate members may not vote in KAA matters; may not chair committees; may not hold elective office/ and may not use the KAA name and/or logo in any form of advertisement or other commercial purpose.
3.4 Students. Open to all students enrolled in an AuD training program. Student members are non-voting members.
3.5 Application for Membership. Candidates for Membership shall submit an application to the Board with a current and valid state license number and the appropriate membership fee.
3.6 Dues. Annual dues will be established by a simple majority vote of the Board of Directors. All dues collected will be applied to the fiscal year in which they are received. New member dues can be paid anytime during the course of the current fiscal year and are applicable only to the year in which they are received. Dues shall be payable by March 1st of each fiscal year. Dues will be considered late if not paid by March 1st of the year in which they are due. A late fee will be added for dues not post marked by March 1st. A fee will be added for any insufficient funds. All dues must be received by April 1 of the current fiscal year to receive member benefits and rates for the annual conference.
3.7 Termination of Membership.
(a) Members whose dues are delinquent after April 1st,shall be terminated from membership. An individual whose membership has been so terminated may apply for membership by following the procedures set forth in Section 3.5.
(b) Any member may submit a resignation, in writing to the association. The member shall cease to be a member of the association as of the date such resignation is submitted. Dues paid are not refundable.
(c) The Board of Directors may expel any member from the association who no longer meets the membership requirements. A member who is expelled may file a grievance with the Board of Directors.

ARTICLE IV
Meetings
4.1 Time and Location of Meetings. The association shall hold an Annual Meeting of the general membership at least once a year and at such other times and places and upon such notice as the Board of Directors may determine.
4.2 An information meeting for the general membership shall be held during the Annual Meeting of the association and at such other times and places and upon such notice as the Board of Directors may determine. At each Annual Meeting, members shall be informed of all actions taken by the Board of Directors since the last Annual Meeting of the Association.
4.3 Rules of Order. All meetings of the Academy shall be governed by the rules contained in the current edition of Robert’s Rules of Order.
4.4 Minutes. Minutes of all meetings of the Board of Directors shall be recorded. The minutes shall be signed by the President. They are to be subject to correction and the next meeting of the Board of Directors. The minutes are to be kept at the association’s headquarters, where they may be inspected by any member. Minutes of all meetings shall be distributed to the Board of Directors via the website, email,or paper upon request.

ARTICLE V
Publications
5.1 Publications. The association shall publish such publications as deemed appropriate and necessary by the Board of Directors.

ARTICLE VI
Governance of the Association
6.1 Board of Directors. The association shall be governed by a Board of Directors under the provisions of the statutes governing non-profit corporations in the Commonwealth of Kentucky. The Board of Directors shall initiate and establish the policies governing the association and be responsible for the executive and managerial affairs of the association.
6.2 Composition. The Board of Directors shall be composed of no fewer than seven (7) voting members, including the Past President, President, President Elect, three (3) Members-at-Large, and the Treasurer. With the exception of the Past President, each of the members of the Board shall be elected by the membership and shall have the power to vote on issues to be decided by the Board of Directors. An Administrator may be appointed by the Board of Directors to attend to the daily administrative and financial affairs of the association. The Administrator is not an elected member of the Board of Directors and thus shall serve as an ex-officio member of the Board of Directors without vote. When a vacancy occurs within the Board of Directors, a replacement shall be appointed by the President, subject to the approval of the Board of Directors.
(a) Past President. The Past President shall serve a term concurrent with the President. The Past President will serve as consultant to the Board of Directors and will serve as Chairman of the Nominating Committee.
(b) President. The President of the Academy shall serve as the Chair of the Board of Directors and preside over all meetings of the general membership of the association. The President shall serve as major spokesperson for the association and represent the association’s interactions with other organizations and the public. The President shall serve a term of one (1) year and then move into the Past President position the following year.
(c) President Elect. The President Elect of the Academy shall serve as the publicity officer of the association and be the Chair of the Conference Committee. The President Elect shall also assist the President and shall perform the duties of the President if the office is vacated or is in absentia. The President Elect shall serve a term of one (1) year and then move into the President position the following year.
(d) Members-at-Large. Three (3) Members-at-Large shall serve on the Board of Directors; one who shall be elected the first year and the remaining two shall be elected the following year by the association membership for a two (2) year term.
(e) Treasurer. The Treasurer shall oversee the accounting of all monies received and expended as authorized by the Board of Directors. The Treasurer, with assistance from The Administrator, shall report the finances during each Kentucky Academy of Audiology meeting.The Treasurer will have ultimate responsibility for ensuring completion of the annual audit, if one is conducted.
(f) Administrator. The Administrator is the Executive Director from the Kentucky Academy of Audiology’s management company. This non-voting position will attend to the daily administrative and financial affairs of the association. Under the direction of the Board of Directors, the Administrator shall plan, organize, control and direct the staff, programs, and activities of the association.
(g) Student Liaison. The student liaison shall be appointed by the President upon approval of the Board of Directors. He/She shall serve at the discretion of the Board of Directors. It is the responsibility of the Student Liaison to correspond with students in AuD training programs, to promote and encourage participation in all activities of the Academy, and to give the students a voice into the direction of their profession through the Board of Directors and the Kentucky Academy of Audiology.
6.3 Meetings. A minimum of two (2) meetings of the Board if Directors shall be held each year, at the annual meeting and at one other time as determined by the Board of Directors. Meetings may be held at other times if requested by the President or at least four (4) members of the Board. The President or Administrator shall give at least thirty (30) day notice by email, letter, or posting on the website of meetings called by the President or Board of Directors.
6.4 Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum for the transaction of business.
6.5 Specific Duties. In addition to its other duties, the Board of Directors shall:
(a) grant membership to those applicants whose qualifications, in the Board’s judgment meet the requirements specified in these bylaws;
(b) Establish board, committees, and task forces, as necessary to guide and assist the association in its mission, and appoint the Chair of such boards, committees, and task forces;
(c) Decide when and where the Annual Association Meeting shall take place and approve a Program Director for the meeting.
(d) Transact all such other business in the interest of the membership, which may from time to time come before the Board.
(e) Conduct themselves in a manner that will support and promote the efforts of Academy at all times. This will include but not be limited to participating in all planned activities of the Academy and be present and participate for the entire duration of the annual conference and business meetings of the Academy.

ARTICLE VII
Elections
7.1 Nominations. The Past President shall serve as the Chairman of the Nominating Committee for the Academy. Their committee will be responsible for providing a means by which the membership may propose candidates for the various offices to be filled by election or appointment. The Past President will be responsible for vetting all candidates for office and present the list of nominations to the Board of Directors.
7.2 Election Process. The name and a brief biographical history of proposed candidates shall be made available to the membership prior to the election. Voting shall be by mail ballots, electronic ballot or other means as determined by the Board of Directors. The specific timetable for execution of the election process shall be determined by the Board of Directors.

ARTICLE VIII
Amendment of Bylaws
8.1 Amendment of Bylaws. The Bylaws of the association may be altered amended, or repealed, and new Bylaws adopted by a two-thirds vote of the Board of Directors.

ARTICLE IX
Rules
9.1 Rules, which are consistent with the Bylaws may be adopted by the Board of Directors to govern the activities of the Association.

ARTICLE X
Dissolution
10.1 Dissolution. Upon dissolution of the Association, the Board of Directors shall, after applying or making provision for payment of all the liabilities of the associating, dispose of all the association’s assets exclusively for the purposes of the association in such a manner or to such organization or organizations organized or operated exclusively for purpose which shall the time qualify as an exempt organization or (the corresponding provision of any future United States Internal Revenue Law) as the members of the Bared of Directors shall determine.

ARTICLE XI
Indemnification
11.1 Indemnification. Any individual who was or is a party is threatened to be made a party of any threatened, pending, or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including any action by or in right of the corporation) by reason of the fact that this person is or was serving as officer of the association or member of the Board of Directors or is or was serving at the request of the association as a director or office the another corporation, partnership, joint venture, trust or other enterprises, shall be indemnified by the association against expenses (including reasonable attorney’s fees); judgments, fines and amounts paid in settlement actually and reasonably incurred by this person acted in good faith for the purpose which this person reasonably believed to be in the best interest of the association and, in criminal actions or proceedings, in addition, had not reasonable cause to believe that this person’s conduct was unlawful, to the maximum extent permitted by, and in the manner provided by, the statutes that govern non-profit corporations in the Commonwealth of Kentucky.