Bylaws & Code of Ethics
Section 1.1 Name. The name of this Colorado nonprofit corporation is Colorado Academy of Audiology (“CAA” or the “Academy”). These bylaws (the “Bylaws”) govern the affairs of CAA.
Section 1.2 Offices. The Academy’s principal office is located at 1635 Aurora Ct, #6200, Mailstop F736, Aurora, Colorado 80045.
Section 2.1 Purpose. The corporation is formed exclusively for the purposes for which a corporation may be formed under the Colorado Revised Nonprofit Corporation Act as well as under Section 501(c)(6) of the Internal Revenue Code, as either may be amended from time to time, and not for pecuniary profit or financial gain.
Section 2.2 Mission. The Academy’s mission is to promote the public good and improve the business conditions for the practice of audiology by fostering the growth, development, recognition, and status of the profession of audiology and its members.
Section 3.1 Members. The members of the Academy shall consist of Life Members, Fellows, Affiliate Members, and Student Members. The Academy and its Board of Directors (the “Board”) shall not discriminate against any person on the basis of race, color, ethnic ancestry, national origin, religion, creed, age, gender, sexual orientation, marital status, medical condition, or physical disability. The CAA Code of Ethics is a demonstration of our commitment to high ethical standards.
Section 3.1a Fellow Members. Membership as a Fellow shall be open to audiologists who have a minimum of a Master’s degree or AuD from an accredited institution and who are licensed to practice audiology in the United States. For audiologists in states in which licensure is not available, the applicant must provide documentation of Board Certification by the American Academy of Audiology or the Certificate of Clinical Competence in Audiology by the American Speech-Language-Hearing Association to the Board. Audiologists who are licensed by the Colorado Department of Education are eligible to be Fellow Members.
Section 3.1b Student Members. Membership as a Student Member shall be open to students enrolled full-time in audiology, hearing science, or allied studies. A member who holds a state license and is completing his or her AuD or PhD degree on a part-time basis or via continuing or distance education is not eligible for student membership.
Section 3.1c New Professional Members. In the year following graduation from a regionally accredited academic institution, an active student member may continue membership in the Academy as a New Professional Member at a reduced rate. Upon the following renewal year, the New Professional member will pay the fee associated with Fellow Membership.
Section 3.1d Affiliate Members. Membership as an Affiliate Member shall be open to non-audiologists who have an active professional interest in hearing, hearing science, and/or audiology wish to remain informed and provide input regarding the activities of the Academy but are not eligible for Fellow Membership. Affiliate Membership does not entitle individuals to voting privileges,
Section 3.1e Lifetime Members. Membership as a Lifetime Membership shall be open to any CAA member who is at least 65 years of age and who has been a Fellow Member in good standing for a minimum of ten years. Lifetime members are entitled to all benefits of membership as a Fellow including voting privileges with all dues waived.
3.2 Application for Membership. Applicants for membership shall submit an application to the Vice President of Membership. The Board has ultimate authority for granting membership and ensuring categorization of membership is appropriate.
3.3 Membership Dues. The Board shall establish annual membership dues. A membership year is January 1st through December 31st of any given calendar year. Membership dues will not be prorated depending on when the individual applies for CAA. Full dues for a calendar year are owed at the point the member joins the Academy. Dues paid are not refundable.
3.4 Termination of Membership. Any member may resign in writing, to the Vice President of Membership. The resigning individual shall cease to be a member of the Academy as of the date such resignation is submitted. Dues paid are not refundable.
Section 3.4a Expulsion. The Board may recommend expulsion of any Member from the Academy who no longer meets membership requirements as stated in Sections 3.1 or who is found to be in violation of the Code of Ethics.
Section 3.4b Grievances. A member who is expelled may file a grievance with the Board. The grievance will be reviewed by the Board on a case-by-case basis. The member will have the opportunity to present their grievance before the Board and a decision will be made by a vote of quorum.
Section 3.4c State Licensure Termination. In the event of a change in a member’s of state licensure, such as termination or suspension, a member’s status may be changed accordingly (i.e.: Membership changing from Fellow to Affiliate member if audiology state license (DORA/CDE) is suspended).
Section 4.1 General Powers. The Board shall be responsible for the executive and managerial affairs of the Academy and the establishment of the policies and procedures governing the Academy.
Section 4.2 Representation in Governance. As general policy, Academy Board members, committee members, and others who hold governance responsibilities, shall represent, in as much as possible, various work settings, geographical area, gender, race, academic degree, and other recognizable demographic parameters.
Section 4.3 Composition of the Board. The Academy shall be governed by the Board of Directors, composed no less than five (5) and no more than nine (9) members (Student Representatives are not members of the Board), including the President-Elect, President, Past President, Vice President of Membership, Vice President of Education, Vice President of Professional Issues, Vice President of Communications, Secretary, and Treasurer. Each member of the Board, except for the Student Representative, must be a Fellow Member, a New Professional member, or a Lifetime Member in good standing of the Academy. Each of the members of the Board shall have voting privileges. Student Representatives do not have voting privileges unless a special exception is made by the Board.
Section 4.3a President. The President of the Academy shall serve as the Chair of the Board of Directors and preside over all meetings of the Academy’s Membership of the Academy. A President shall serve a term of one (1) year as President-Elect before assuming the office of President and a term of one (1) year as Past President upon completion of the term of office as President. The President shall serve as the major spokesperson for the Academy and represent the Academy’s interactions at other organizations and the public, including the American Academy of Audiology annual meeting. The President may designate a member of the Board or the Past President to attend in his/her place.
Section 4.3b President-Elect. The President-Elect shall assist the President and perform the duties and responsibilities of the President if the office is vacated or the President is in absentia. The President-Elect shall serve a term of one (1) year prior to assuming the office of President.
Section 4.3c Past President. The President shall, upon completion of term of office, automatically become Past President for a one (1) year term. The Past-President shall serve as Chair of the Nominations Committee and act as assistant to the President in matters as delegated.
Section 4.3d Vice President of Membership. The Vice President of Membership shall serve a two-year term and shall keep the administrative record of all current members. The Vice President of Membership will organize and conduct new member recruitment efforts when necessary and appropriate. Major decisions (as defined in Section 4.10) relative to membership policy and actions will be discussed and approved prior to implementation by the Board.
Section 4.3e Vice President of Education. The Vice President of Education will serve a two-year term and be responsible for planning and conducting the Academy’s Annual Conference, as well as other professional meetings as necessary and appropriate. Major decisions (as defined in Section 4.10) relative to educational policy and activities will be discussed and approved prior to implementation by the Board.
Section 4.3f Vice President of Professional Issues. The Vice President of Professional Issues shall serve a two-year term and shall monitor legislative activities which may have an effect on the practice of audiology in the State of Colorado. The Vice President of Professional Issues shall interface with lobbyists and head the ad hoc search committee for new lobbyists as the need arises. The Vice President of Professional Issues will also monitor ethical practice standards as set out in the Academy’s Code of Ethics. Major decisions (as defined in Section 4.10) relative to professional issues will be discussed and approved prior to implementation, by the Board.
Section 4.3g Vice President of Communications. The Vice President of Communications shall oversee website maintenance and communication on official CAA social media outlets. All communications are subject to review by the Board of Directors and must be appropriate in content to reflect the Academy’s Code of Ethics.
Section 4.3h Secretary. The Secretary shall prepare all correspondence and attend to the daily administrative matters of the Academy. Subject to the approval of the Board, the Secretary may recruit personnel to assist with Academy work.
Section 4.3i Treasurer. The Treasurer shall prepare the annual budget, report the status of all accounts at Board meetings and to the Academy membership at annual meetings, and maintain/oversee the accounting of all monies received and expended. This includes managing the Academy’s membership dues.
Section 4.3j Student Representative. The Student Representative must be enrolled in a full-time Colorado audiology doctoral program. The student representatives will serve for one (1) year and inform the Board of pertinent student issues on a regular basis and report pertinent Board activities back to their respective University Student Academies. Student Representatives must attend the annual meeting and are invited to attend any general meetings. The Board of Directors may appoint multiple Student Representatives. Student members are non-voting members. The Student Representative must be a Student Member in good standing with the Academy.
Section 4.4 Term. Directors shall serve staggered terms of two (2) years. After the initial two (2) year term, Directors may serve an additional two (2) year term. Each two (2) year term shall end on December 31st and each new two (2) year term will begin on January 1st. The Board shall be divided into three (3) approximately equal groups. Each member of the Board, including a member elected to fill a vacancy, shall hold office until the expiration of the term for which he or she was elected, or until the resignation or removal, in accordance with Section 4.11 and Section 4.12.
Section 4.4a Presidential Class. The Presidential class shall consist of the President, Past President, and the President-Elect. Each member of the Presidential Class shall serve a one (1) year term.
Section 4.4b Administrative Class. The Administrative class shall consist of the Vice President of Communications, Secretary, and Treasurer. Each member of the Administrative class shall serve a two (2) year term.
Section 4.4c Member Relations Class. The Member Relations class shall include the Vice President of Education, Vice President of Membership, and Vice President of Professional Issues. Each member of the Member Relations Class shall serve a two (2) year term.
Section 4.5 Limitation to Term of Board of Directors Office. Members of the Board may serve for no more than two consecutive terms in the same Board position.
Section 4.6 Vacancy. When a vacancy occurs within the Board of Directors by reason of resignation or termination, a replacement shall be appointed by the remaining members of the Board until the time of the next election.
Section 4.7 Compensation. The Board of CAA shall not be paid for their time related to fulfillment of their position’s roles and responsibilities. Incidental benefits may include meals during board meetings (not to exceed $15/person), hotel fees for the duration of the Annual Meeting, and registration fees for the Annual Meeting. In addition the CAA membership fees may be waived for Board members while serving on the Board.
Section 4.8 Policies and Procedures. The Board may adopt policies and procedures that are consistent with the Bylaws to govern the activity of the Academy.
Section 4.9 Major Decisions. Major decisions, as mentioned throughout the Bylaws, refers to any decision with a monetary consequence of five hundred ($500.00) dollars or more or which will have a long-term consequence affecting the Academy.
Section 4.10 Termination from Board of Directors. The Board, by quorum, may ask a member to resign for committing egregious acts be asked to resign. If the board member declines to resign, the removal of the board member shall be put forth to a majority vote by the general membership. A majority vote shall result in immediate dismissal of the board member of the position.
Section 4.11 Resignation from the Board of Directors. A Board member may resign at any time by filing a thirty-day written notice with the President.
Section 5.1 Nominations. Candidates for a Board position should have demonstrated previous experience in leadership, be of good character and willing to actively assume the responsibilities associated with governance of CAA. A call for nominations shall be completed by August 1 of the calendar year for those positions which will be vacated at on December 31st of the relevant year.
Section 5.2 Election Process. The Chairman of the Nominations Committee (Past-President) will call for nominations for the general election no later than August 1. Those interested in the positions must obtain an application from the Nominations Chair and submit it to the Nominations Committee. The Nominations Committee will review the applications and respond to the applicants in a timely manner as to their selection for the slate. The Nominations Committee shall make the names and a brief biographical history of each candidate available to the membership.
Section 5.2a Multiple Nominees. In the event that there are two nominees running for the same office, the Chair of the Nominations Committee will contact the said nominees and make them aware of the other candidate running. The nominees may then choose to run, withdraw, or run for a different position.
Section 5.2b Ballots. The Nominations Committee will send ballots to voting members by September 1. Ballots may be sent electronically or through the mail. It is the members’ responsibility to keep a current email address on file with the Academy in order to be able to receive a ballot. All solicitations for votes by ballot shall:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors;
(c) State the date and time by which a ballot must be received by the nonprofit corporation in order to be counted; and
(d) Be accompanied by written information sufficient to permit each person casting such ballot to reach an informed decision on the matter.
Section 5.2c Votes. Ballots will be deemed valid if received, via mail-in ballot, via email directly to the Past-President, via paper copy delivered in person to the Past-President, or by using online voting or survey system. The member receiving majority of the votes will win the election.
Section 5.2d Turnover. Newly elected officers will be announced at the Annual Meeting. The newly elected officers will assume responsibilities on January 1st of the new year.
Section 5.2e Training Period. From the time of the announcement at the Annual Meeting until January 1st, the previous holder of newly elected Board positions shall teach the newly elected individual about the responsibilities of the position.
Section 5.2f New Member Orientation. The Board shall hold a new member orientation at the beginning of each new term to familiarize the new members with the operations of the Board.
Section 5.3 Special Elections. In the event that a board member is terminated or resigns from their position before the general election, a special election may take place to fill the vacancy at the Board’s discretion. A call for nominations will be extended to the members (electronically or hard copy) and all candidates will be reviewed by the Board. Should the Board decide to a hold a special election, a vote shall take place at the next meeting of the Board. The member receiving majority of the votes will automatically fill the position until the next general election for such position.
Section 6.1 Standing and Special Committees. The Board shall have the right to appoint and determine from time to time the composition and authority of standing committees, special committees, and task forces, as it deems necessary. Such committees and task forces may be described in separate administrative regulations or in resolutions of the board. Each committee created by the board will be governed by a charter describing its membership, operations, and responsibilities.
Section 6.2 Nominations Committee. The Nominations Committee shall be comprised of the Past President and at least two other fellow members of the Academy as determined by the Board in a timely manner after the Annual Meeting. The slate of nominees will require affirmation from each candidate to accept responsibility and serve for the full appointed term. The Nominations Committee shall facilitate elections for the Academy, including calling for nominations, reviewing applications, writing brief biographical summaries on each candidate, and any other election matters established in the Nominations Committee Charter.
Section 6.3 Convention Committee. The Convention Committee shall be headed by the Vice President 0f Education and at least two other members of the Academy (affiliates and student members are allowed). The Convention Committee is responsible for planning the annual convention, including the program, social events, and any other matters established in the Convention Committee Charter.
Section 6.4 Finance Committee. The Treasurer is the chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, developing a fundraising plan, establishing the annual budget, and any other financial matters established in the Finance Committee Charter. The financial records of the Academy are public information and shall be made available to the membership, Board, and the public upon request.
Section 7.1 Annual Meeting. The Academy 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 may determine. The Board shall provide notice of the meeting specifying the meeting place, date, time, and purpose at least one week before the meeting occurs. At each Annual Meeting, members shall be informed of pertinent actions taken by the Board since the last Annual Meeting.
Section 7.2 General Meetings. The Board shall meet at least three times a year. Meetings may be held at other times if requested by the President or two of the other members of the Board. The Secretary, or other officer performing the Secretary duties, shall give at least forty-eight hours’ notice of meetings called by the President or the Board.
Section 7.3 Electronic Attendance. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, Board members may participate in a Board meeting through electronic communications, videoconferencing, teleconferencing, or other available technology which allows the Board member to communicate simultaneously or sequentially with the physically present Board members. Participation in a meeting pursuant to this subsection constitutes presence in person at the meeting.
Section 7.4 Minutes. Minutes of all meetings of the Board and the Annual Meeting shall be recorded by the Secretary. Minutes are subject to correction and approval by a quorum (majority vote) of the Board and made available to all CAA Members upon request. Minutes shall be distributed to the Board in a timely manner.
Section 7.5 Rules of Order. Meetings of the Academy shall follow best practices of parliamentary procedure when practicable and when not inconsistent with the other provisions of the Bylaws or standing rules of the Academy.
Section 7.6 Quorum. At any meeting of the Board, a majority of then seated Board members shall constitute a quorum for the transaction of business. Absentee ballots, presented in writing regarding specific issues, may be submitted by members of the Board unable to attend any meeting in person.
Section 7.7 Voting. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the Board present at any meeting at which a quorum is present shall be the act of the Board. Each member of the Board shall have one vote.
Section 7.8 Email Correspondence. The Board may conduct business via email if matters come up between Board Meetings. Email voting is permitted and valid.
Section 8.1 Purpose. The purpose of the conflict of interest policy is to protect the Academy’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Director of the Organization. This policy is intended to supplement, but not replace, any applicable federal and Colorado laws governing conflict of interest to nonprofit and charitable organizations.
Section 8.2 Definitions.
Section 8.2a Compensation. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
Section 8.2b Financial Interest. An individual has a Financial Interest if the individual has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in an entity with which the Organization has a transaction or arrangement;
2. A compensation arrangement with the Organization or with an entity or individual with which the Organization has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
A Financial Interest is not necessarily a conflict of interest. Under Section 8.3, a person who has a Financial Interest may have a conflict of interest only if the Board decides that a conflict of interest exists.
Section 8.3 Conflict of Interest Avoidance Procedures.
Section 8.3a Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Directors considering the proposed transaction or arrangement.
Section 8.3b Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the remaining Board discusses and votes upon whether a conflict of interest exists.
Section 8.3c Procedures for Addressing the Conflict of Interest. The Board shall address potential conflicts of interest by proceeding through the following steps in order:
1. An interested person may make a presentation at the Board meeting, but after the presentation, the interested person shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the possible conflict of interest.
2. The President presiding at the meeting shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the Board shall determine in good faith whether the Organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall, in good faith, determine, by a majority vote of the disinterested Directors, whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the disinterested Directors shall make a decision as to whether to enter into the transaction or arrangement.
Section 8.3d Violations of the Conflict of Interest Policy.
1. If the Board has reasonable cause to believe an individual has failed to disclose an actual or possible conflict of interest, it will inform the individual of the basis for such belief and afford the individual the opportunity to explain the alleged failure to disclose.
2. If, after hearing the individual’s response and after making further investigation as warranted by the circumstance, the Board determines the individual has failed to disclose an actual or possible conflict of interest, it will take appropriate disciplinary and corrective action.
Section 8.4 Records of Board Proceedings Addressing Potential Conflicts of Interest.
The minutes of the Board shall contain:
1. The names of the interested persons who were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, the Board’s decision as to whether a conflict of interest in fact existed, and the corrective action taken.
2. The names of the Directors who were present for the discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement.
Section 8.5 Periodic Reviews. To ensure the Academy operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the Board shall conduct periodic reviews of existing agreements and business relationships. The periodic reviews shall, at a minimum, determine whether partnerships and arrangements conform to the Academy’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement or impermissible private benefit. These reviews shall be reported, and the conflict of interest policy reviewed annually.
Section 9.1 Personal Liability of Directors. No Director or Officer shall be personally liable for any injury to person or property arising out of actions committed by the Organization, unless such Director breached her or his fiduciary duties to the Organization, unless such Director committed a criminal offense in connection with such situation.
Section 9.2 Indemnification: Unless otherwise prohibited by law, the Organization shall indemnify each person who has served at any time as a Director or Officer, and may, by resolution of the Board, indemnify any employee, volunteer or agent of the Organization against all expenses and liabilities incurred in connection with any threatened, pending, or completed claim, action, suit, or proceeding to which the person may become involved by reason of service to the Organization. However, there shall be no indemnification for any such person with respect to any matter as to which the person is finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interest of the Organization. Any settlement payment shall be approved by Directors who are not at the time party to the proceeding.
Section 10.1 Contracts. Except as otherwise provided by resolution of the Board or Board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the Academy shall be executed on its behalf by the Treasurer, President, and a relevant committee or other member as specifically designated by the Board for that purpose.
Section 10.2 Credit Card Use, Checks, and Loans. All checks and uses of the Academy’s credit card, notes, refunds or other evidence of indebtedness issued in the name of the organization involving more than $200 shall be approved and consented to by the Treasurer and one other Officer.
Section 10.3 Financial Authority. Any decision concerning a matter involving $2,000 or more must be approved and consented to by the Treasurer and a majority of the members of the Board.
Section 11.1 Dissolution. Upon dissolution of the Academy, the Board of Directors shall, after applying or making provision for payment of all the liabilities of the Academy, distribute all the Academy’s assets exclusively in a manner or to such organization, or organizations, organized or operated exclusively for charitable, educational, or scientific purpose, which shall at the time qualify as an exempt organization or organizations under the Internal Revenue Code, or shall distribute assets 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 the court of original jurisdiction of the county in which the office of the Academy is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.
Section 12.1 Amendment. These bylaws may be amended or new bylaws adopted upon the affirmative vote of a quorum of the Board at any regular or special meeting of the Board provided that no amendment shall be made to these bylaws that (1) would cause the Academy to cease to qualify as a 501(c)(6) tax-exempt organization; or (2) would violate Colorado law or the Academy’s Articles of Incorporation.
Section 12.2 Member Feedback. The Board may solicit feedback from the membership when seeking to amend the bylaws.