Article I – NAME

The name of this organization shall be the Tennessee Association of Audiologists and Speech-Language Pathologists (TAASLP), hereinafter referred to as the “Association.”

Article II – MISSION & PURPOSES

Section 1. The mission of the Association shall be: To meet the needs of persons with hearing, communication and swallowing disorders, to enhance the professional development of audiologists and speech-language pathologists, and to give professionals industry networking opportunities and provide strategic advocacy.

Section 2. The purposes of the Association shall be:

1. To promote activities that prevent disorders of human communication.
2. To exchange ideas and experiences, and through coordinated efforts, improve and extend the habilitative and rehabilitative opportunities for those persons with speech, language and/or hearing deficiencies.
3. To encourage professional preparation and research in the discipline ofcommunication sciences and disorders.
4. To foster the adoption and practice of ethical principles in the fields of speech, language and hearing.
5. To increase public awareness and understanding of communication disorders.
6. To stimulate recruitment of prospective professional personnel.
7. To advocate for the rights of persons with communication disorders.
8. To promote the individual and collective professional interests of the members of the Association.
9. To provide leadership through adoption and practice of:
   1. High ethical standards
   2. Proficiency in teaching
   3. Effective administration
   4. Research
   5. High standards of clinical procedures
   6. Continuing education

Article III – MEMBERSHIP

Section 1. The membership of the Association shall consist of three groups: Members, Associate Members and Corporate Members. The members (with the exception of students and corporate members) shall compose the voting body of the Association. Section 2. Members shall possess as minimal requirements one of the following:

1. A Master’s degree with major emphasis in speech-language pathology, audiology or speech and hearing science, or a Master’s degree, presenting evidence of active research, interest and performance in the field of human communication.
2. Those holding a Bachelor’s degree in speech-language pathology, audiology or speech and hearing science.
3. Those holding a bachelor’s degree and presenting evidence of active research, interest and performance in the fields of human communication.
4. Students involved in University/College educational programs working toward an academic degree in speech-language pathology, audiology or speech and hearing science.
5. Aides and technicians who are actively engaged in a professional capacity but do not qualify under a Master’s degree, Bachelor’s degree or student category.
6. The requirements for membership may be waived in special instances by recommendation of the Committee on Membership and a majority vote of the Executive Council.
7. Any member who has attained the age of sixty-five years and who has held membership for ten consecutive years immediately prior to attaining age sixty-five years may apply for and automatically receive Life Membership. Such members will have all privileges of a member without payment of annual dues for any years subsequent to the year in which age sixty-five is attained.

4. Any member who becomes disabled and unable to work and has held membership for five consecutive years immediately prior to disability may make application for Life Membership. Such members will have all privileges of a member without payment of annual dues for any years subsequent to the year in which the disability occurred.
5. Members of the Association shall subscribe to the Code of Ethics of the Association.
   1. A Code of Ethics, formulated by and approved by the Executive Council, shall contain the principles of professional responsibilities by which the members shall be bound.
   2. The Committee shall process alleged violations of the Code of Ethics.
   3. An accused person shall be notified in writing by the Committee of the alleged violations and shall be given a reasonable opportunity to defend against the charge, and shall have the right of representation by counsel of the individual’s choosing.
   4. The Committee shall take actions as in its discretion are deemed appropriate including dropping an individual from membership or notification of action to the appropriate licensing board.
   5. The appeal of any decisions of the Committee affecting membership shall be forwarded to the Executive Council. The Executive Council shall establish and publish appeal procedures available pursuant to all actions affecting memberships as well as to the imposition of any sanction, which is to be publicly disclosed.

Section 4. Corporate Members shall be corporations, agencies or organizations that have an interest in the field of human communication.

ARTICLE IV- DUES & FEES

Section 1. The dues of the Association shall be determined by the Executive Council and approved by a two-thirds majority of those members voting on the proposal.

Section 2. The fiscal years and the membership year shall be determined by the Executive Council.

Section 3. Delinquent and reinstatement fees (after a lapse of one year or longer) shall be determined by a majority vote of the Executive Council. The delinquent fees shall not apply to new memberships. A petition for waiver of this fee may be submitted to the Executive Council and decided by majority vote.

Section 4. Other fees or charges for the Association shall be determined by a majority vote of the Executive Council.

ARTICLE V – OFFICERS

Section 1. All officers, with the exception of the Student Delegate, must hold current membership and have been members of the Association for a minimum of one year immediately preceding the date of their election. Student Delegates must hold current membership and have been a member of the Association for a minimum of one year immediately preceding the date of his/her election.

Section 2. The officers shall be elected to terms in office of two years with the exception of the Secretary-Treasurer who shall serve a term of two years, and the Student Delegate who shall serve a term of one year.

Section 3. The duties of the officers shall be as follows:

1.  The President of the Association shall act as presiding officer at regular and called meetings, shall appoint ad hoc committees as necessary, shall be an ex-officio member of all committees except the Committee on Nominations and Elections, and shall carry out all other duties usually performed by a President. This personal will normally be the primary contact with the Association’s paid management, if any.

2. The President-Elect shall serve as a presiding officer in the absence of the President. This person will assume the position of President following service as President-Elect. This person shall be responsible for appointing an Association member to chair the Committee on State Based Advocacy Networks (serving 1-2 year terms) and assuring these individuals performs their duties.
3. The Vice President for Communication shall be responsible for the publication of the Association newsletter, development of the Association website and appointment of the chair of the Committee on Professional and Consumer Affairs and social media designed to enhance communication within the profession and to the public.
4. The Vice President for Convention/Continuing Education shall be responsible for overseeing the planning and implementation of the Annual Convention and other continuing education activities, appointing the chairs of the Annual Convention and Continuing Education Committees, and assuring that these committees perform their duties.
5. The Vice President for Legislative Affairs shall be responsible for keeping the membership and state legislature abreast of issues affecting the professions of audiology and speech-language pathology and will serve as the initial point of contact between the Association and any lobbyist retained by the Association.
6. The Vice President for Membership shall be responsible for maintaining membership records, leading recruitment efforts, and maintaining knowledge about issues that are most important to members”
7. The Secretary-Treasurer shall be responsible for chairing the Committee on Financial Planning and appointing members to serve on the committee. Based on the advice of this committee, the Secretary-Treasurer shall formulate policy for the disbursement of Association funds for approval by the Executive Council. The Secretary-Treasurer shall oversee the management of the Association’s finances and shall submit the books of the Association to a Certified Public Accountant for an audit at the end of his/her term of office, or as required. This personal shall make available a copy of the auditor’s report to the membership. In addition, this person shall take minutes of the Executive Council meetings and arrange for printing and distributing the minutes.
8. The Member-at-Large shall be responsible for representing member concerns to the Executive Council and may also be considered for any role that a board member can’t fulfill for any reason. This Council member should be elected based on his/her expertise concerning issues that are of importance to the Association. This person is responsible for chairing the Committee on Awards and Honors.
9. The Immediate Past President shall be responsible for attending meetings on an as needed basis and transfer of knowledge to the current president.
10. The Student Delegate shall be responsible for representing students statewide to the Executive Council. This Council member should be elected based on his/her ability to lead and effectively communicate with multiple student groups. This person is active in coordinating the student-centered portions of the annual Convention. The student delegate may also be utilized by other members of the EC on an as needed basis.

ARTICLE VI – EXECUTIVE COUNCIL

Section 1. The Executive Council shall consist of the nine elected TAASLP Officers and the President or official representative of any divisions of the Association. The Tennessee Legislative Councilors to the American Speech-Language Hearing Association shall have a standing invitation to all Executive Council meeting as ex-officio, non-voting members. Newly elected officers may also attend the meeting as ex-officio, non-voting members prior to their terms in office.

Section 2. The Annual Meeting of the Executive Council shall be held at the time of the annual Association meeting. The President may call additional meetings of the Council. A quorum shall consist of a majority of the members of the Council.

Section 3. The Executive Council shall be responsible for approving a budget for the operation of the Association at the beginning of each fiscal year and prior to the expenditure of any funds for that year. All expenditures exceeding 10% of the amount budgeted to a committee shall be approved by the Executive Council.

Section 4. Although the basic authority for leadership of the Association rests with the members, the Executive Council shall have power to act for the membership between Annual Meetings. The transactions of the Executive Council shall be reported to the membership. Association management shall receive authority from and be supervised by the Executive Council. Association management, if any, is responsible for conducting the daily business of the Association. If there is no Association management, the Executive Council (or the persons to whom it delegates this power) shall perform this function.

Section 5. The members of the Executive Council shall be reimbursed for the necessary travel expenses to and from the meetings called in addition to the Annual Meeting. The Executive Council shall set travel regulations for its members.

ARTICLE VII – NOMINATIONS & ELECTIONS

Section 1. Prior to the Annual Meeting, the Committee on Nominations and Elections shall propose a name(s) of each Executive Council office to be vacated, giving consideration to various locales and employment settings throughout the state.

Section 2. Nominations for the offices of President-Elect, Vice President for Convention/Continuing Education and Vice President for Legislative Affairs shall take place during even-number years. Nominations for the offices of Vice President for Communication, VP of membership, Secretary/Treasurer, and Member-at-Large will take place during odd numbered years. Nominations for the office of Secretary-Treasurer will take place every two years.

Section 3. Executive Council officers shall be elected by ballot of the members of the Association, conducted by the Committee on Nominations and Elections prior to the Annual Meeting of the Association. Affirmation of the willingness to serve if elected shall be obtained from each nominee prior to the name being placed on the ballot. The names of all candidates for each office shall be listed alphabetically. The candidate for each office receiving the most votes shall be elected. A tie vote shall be broken by another ballot of the members, which will list of the names of those receiving an equal number of votes.

Section 4. Officers shall take office at the end of the membership year in which they were elected.

Section 5. Vacancies in offices shall be filled as follows:

1. In the case of vacancy, the President-Elect, who will subsequently serve in his/her own terms as President, shall succeed the President.
2. In the case of other vacancies, the Executive Council, by majority vote, may appoint officers pro tempore to fill the vacancies until the next annual election or may call for an interim election to be conducted by the Committee on Nominations and Elections.

Section 6. An officer may be removed from office in accordance with the following procedures:

1. A written petition for removal of an officer signed by not less than ten percent of the members shall be submitted to the Chair of the Committee on Nominations and Elections who shall verify the status of those signing the petition with the Chair of the Committee on membership. Thereafter, the petition for removal shall be promptly submitted to the members by ballot. Three-fourths of the members voting must approve a petition for removal from office.
2. An officer removed by petition shall not be appointed by the Executive Council to fill the vacancy pro tempore.

ARTICLE VIII – COMMITTEES Section 1. Ad hoc Committees

1. Ad hoc Committees may be appointed or dissolved at any time at the discretion of the President.
2. Ad hoc committees can be created and voted on by members of the EC. Each committee term will be defined upon creation”

ARTICLE IX – DIVISIONS

Section 1. Divisions may be organized by the Executive Council to represent major professional interests of the Tennessee Association of Audiologists and Speech-Language Pathologists.
Section 2. Any member may be member of one of more divisions under the eligibility requirements established by the division.
Section 3. A division may be dissolved by the Executive Council on recommendation by the division.
Section 4. A division may have a president any other officers it may desire.
Section 5. A division may require its members to pay special assessments or dues.

ARTICLE X – ANNUAL MEETING

Section 1. There shall be an Annual Meeting of the Association to transact business and further the mission and purposes of the Association as provided in Article II.

ARTICLE XI – AMENDMENTS

Section 1. Proposed amendments to these Bylaws shall be initiated by the Executive

Council or the membership through written petitions to an officer of the Association. An ad hoc committee will be appointed by the President and charged with studying the suggested amendments. If, by majority vote, the proposed amendments receive the support of this committee, the changes will be submitted to the membership as provided in Section 2 of this Article.

Section 2.

1. Amendments of the Bylaws may be voted upon at the business session of the Annual Meeting of the Association, provided the members have been informed of the proposed amendments at least ten days prior to that meeting, and adopted by a two-thirds majority of those members voting on the amendments.
2. Amendments to the Bylaws may be voted upon by ballot(at the discretion of the Executive Council) and adopted by a two-thirds majority of those members voting on the amendments.

ARTICLE XII – RULES OF ORDER

On all matters of procedure not specifically indicated in the Bylaws, the official authority shall be the latest edition of Robert’s Rules of Order.

ARTICLE XIII – DISBURSEMENT OF ASSETS

In the event the Association is dissolved, all assets of the Association will be donated to a non-profit organization with related purposes. The members shall determine by majority vote the organization that shall receive the assets of the Association from a list of organizations generated by the Executive Council.

ARTICLE XIV – INDEMNIFICATION

Every member of the governing body as defined in Article V of the Bylaws of this Association, officer, member of any board, committee or another agent of the Association and Management or employee of this Association (all hereinafter referred to as “representative of the Association”) shall be indemnified by the Association 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 Association at the time such liabilities, costs and expenses accrue, exception in those cases in which the representative of the Association is adjudged guilty of the willful misfeasance or malfeasance in the performance of duties. The Executive Council shall have the power to determine whether the representative of the Association has met the standard for indemnification set forth in the Article, 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 management or employee may be entitled.