HEARING LOSS ASSOCIATION OF SARASOTA

BYLAWS

Amended November 22, 2004
Amended March 22, 2006
Amended March12, 2010
Amended September 19, 2012

ARTICLE I – NAME

The name of this organization is the Hearing Loss Association of Sarasota (the “Chapter”) also sometimes known as “HLAS”.  HLAS is a chapter of the Hearing Loss Association of America.

 ARTICLE II – PURPOSES

 The purpose of the Hearing Loss Association of Sarasota is to:

A.         Enable people with hearing loss and their families to meet the challenge of hearing loss and to participate in the mainstream of an enlightened society through information, education, advocacy and support.

B.         To receive and maintain funds of real or personal property, or both, and subject to the restrictions and limitations herein set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for the purposes set forth above in paragraph A of this Article II.

C.        No part of the net earnings of the organization shall inure to the benefit of any officer or trustee of the Chapter, except that reasonable compensation may be paid for services rendered to or for the Chapter in carrying out its purposes. No officer or trustee or any private individual shall be entitled to share in the distribution of any Chapter assets upon dissolution of the organization. The chapter shall not engage in lobbying for legislation, make contributions to political campaigns or take other actions that jeopardize its or its parent organization’s tax exempt status under Section 501(c)3 of the Internal Revenue Code.

 ARTICLE III – FUNCTIONS

The functions of the Hearing Loss Association of Sarasota shall be to:

A.         Establish and promote an organization having a shared goal of supporting people with hearing loss to enhance their ability to function independently.

B.         Provide information that will enable people with hearing loss, their families, friends and associates, to understand and manage effectively the difficulties manifested in such condition.

C.        Represent the interests of all people with hearing loss before public and private entities on matters pertaining to hearing health care and remediation of hearing loss.

D.        Provide leadership and education at state and local levels to impact the communities where individuals with hearing loss reside.

E.         Promote public and private programs that provide accommodations allowing people with hearing loss to participate effectively in the mainstream of society.

F.         Support all people with hearing loss, especially those who utilize spoken language.

G.        Establish working relationships with professionals and professional organizations in the hearing health care field; encourage research into all aspects of hearing loss and remedial aids.

H.        Promote diagnosis of hearing loss through infant screening and testing among all other ages in the general population.

I.          For students with hearing loss, promote educational methods that provide options of speaking and listening that allow effective participation in classroom and extracurricular activities.

J.         Advocate the use of cochlear implants when deemed appropriate for infants, children, youth and adults.

K.         Collaborate with other individuals, organizations and institutions on matters of mutual concern as set forth in this Article III.

L.         Provide such other services that will further the purpose of the organization.

 ARTICLE IV – MEMBERSHIP

Provisions for membership:

A.         Membership is open to any person willing to conform to the purposes and functions of HLAS and provide financial support.  Individuals who make significant non-monetary contributions may be elected associate members without voting privileges. Other categories of persons are “Friends” or “Guests”.

B.         Prescribed dues to HLAS shall be as prescribed by the Board of Trustees from time to time.

C.        A member’s name, address, phone number and email address shall not be given in any form to any business or organization and/or used for any commercial purpose whatsoever.

D.        Rights of members:

1. To hold any office in the local and national organization when duly                      elected or appointed.

2. To vote on matters submitted for a vote of the members.

3. To serve on committees.

4. To serve as a delegate to national conventions.

5. To participate in all discussions concerning the Chapter.

6. To receive all member benefits. Spouses, relatives living in the same

household, or significant others of members may enjoy the same benefits.

7. To present grievances.

 ARTICLE V – GOVERNANCE

Rules of conduct:

A.         The Hearing Loss Association of Sarasota shall be governed by these bylaws and those of the Hearing Loss Association of America.

B.         The Chapter shall conduct at least ten Chapter meetings a year; eight of these meetings will be educational in nature.

C.        At least seven (7) members in good standing shall constitute a quorum for conducting business at Chapter meetings.

ARTICLE VI – OFFICERS

Titles, terms and duties:

A.         The titles of officers of the HLAS shall be the President, Vice-President, Secretary and Treasurer.

B.         The terms of the officers of the HLAS shall be terms of two years, but no officer shall serve more than three consecutive terms. An officer wishing to serve the same office for more than three terms must wait at least one term after stepping down before he or she may become a candidate for that office again.  The Immediate Past President shall automatically serve as a member of the Board of Trustees and of the Executive Committee for a term of not more than one year. Elections are to be held at the December meeting of each year. All officers shall be members of the Hearing Loss Association of America. In the event no officers are elected, the Chapter will be governed by members of the Board of Trustees elected by the Chapter Membership. The term of an office shall commence on January 1 following the election to the officers.

C.        Duties:

1. President:

a. Shall preside at all meetings of the membership and the Board of Trustees and meetings of the Executive Committee.

b. Shall appoint chairpersons of all standing committees determined by the Board of Trustees and all committees formed by a vote of the membership.

2. Vice-President:

a. Shall assist the President in all of his/her duties.

b. Shall temporarily perform the duties of the President when he or she is absent or has become disabled.

3. Secretary;

a. Shall keep minutes of all Chapter and Board of Trustees meetings and meetings of the Executive Committee.

b. Shall handle all correspondence.

4. Treasurer:

a. Shall maintain records of all receipts and disbursement.

b. Shall make reports of the financial condition at membership and

Board of Trustees meetings.

c. Shall provide an annual report.

d. Shall fully assist and cooperate with any audit.

e. Shall serve under a bond.

5. Immediate Past President:

a. Shall serve as a member of the Board of Trustees.

b. Shall serve in activities delegated by the President.

 ARTICLE VII – BOARD OF TRUSTEES

Composition and duties:

A.         The Board of Trustees shall be comprised of a minimum of seven (7) but no more than thirteen (13) elected members and include all officers and the Immediate Past President. The terms of the Board members of the HLAS shall be terms of two years, but no Board member shall serve more than three consecutive terms on and after the date of these amended bylaws.  At least two-thirds of the Board shall be persons with hearing loss. All members of the Board shall be members of HLAS and the Hearing Loss Association of America.  Should vacancies occur, additional HLAS members may be appointed by the Executive Committee to fill those seats.  The term of an elected Board member shall commence on January 1 following the election to the Board of Trustees.

B.         For the purpose of overlapping terms, the two year term limit provision of Article VI, Section B is modified for the year 2013 in regard to the five most senior members of the Board as of the date of approval of these bylaws. The terms of the five most senior members of the Board shall be for one year commencing January 1, 2013 and the terms of all other members shall be for two years commencing January 1, 2013.

C.        For the purpose of interpretation of the three (3) consecutive term limit of Article VI, Section B, a one year term or any appointment for a remainder of a term shall not constitute a full term.

D.        Unless voted otherwise, the Board shall meet quarterly.

E.         A quorum shall be a simple majority.

F.         The business and affairs of the Chapter shall be managed by the Board of Trustees except as otherwise provided by law or these bylaws.

G.        All Board Members are expected to fully comply with the Job Description duties, which detail each Board member’s individual responsibilities in terms of involvement and participation.  These responsibilities will form the basis of their annual performance review by the Executive Committee.

H.        Any member of the Board of Trustees, including officers, may be removed from the Board for failure to comply with the HLAS Job Description or for engaging in conduct deemed by the Executive Committee to be detrimental to the organization. This removal may occur after a vote by members of the Executive Committee, in which the majority of eligible Executive Committee members agree to the removal. In addition, any member of the Board who is unable to attend a meeting shall by telephone call or written correspondence addressed to the President, state the reason for his or her absence. If a Board member is absent from two (2) or more consecutive board meetings for reasons the President and the Executive Committee has failed to declare sufficient, his/her resignation may, upon majority vote of the members of the Executive Committee, be deemed to have been tendered and accepted. Said Trustee shall be notified of this decision by certified mail.

I.          There shall be an Executive Committee of the Board of Trustees as follows:

1. Composition.  The Executive Committee shall consist of the officers of the Association and the Immediate Past President.

2. Duties.  The Executive Committee shall act for and discharge the functions of the Board of Trustees between its Chapter meetings, evaluate members of the Board of Trustees, provide training for Board members and may initiate any action, plans, and projects to assure the effective operation of HLAS.

3.  The Executive Committee may appoint an HLAS member to serve out the term of any Board member who has resigned or otherwise vacated membership on the Board of Trustees.

3. The Executive Committee shall keep minutes of its actions and shall report regularly to the Board.

4. Meetings.  The HLAS Executive Committee shall meet as directed by the President.

ARTICLE VIII – NOMINATIONS AND ELECTIONS

Procedures:

A.         A standing committee for nominations shall be appointed by the President to present a slate of nominees for each elected office and a seat on the Board of Trustees, at the November Chapter meeting.

B.         Any member in good standing may be nominated from the floor at the November Chapter meeting.

C.        Officers and trustees shall be elected by a simple majority vote of the membership at the December Chapter meeting.

D.        Each member present shall be entitled to one vote. Voting by proxy is not permitted. Elections to office and to the Board of Trustees shall be the highest number of votes cast. If there is more than one candidate for an office, elections shall be by ballot.

ARTICLE IX – RULES OF ORDER

Requirements:

A.         Robert’s Rules of Order, latest edition, shall govern the conduct of all meetings of the membership and the governing board when they are not in conflict with these bylaws and the Hearing Loss Association of America bylaws.

ARTICLE X – AMENDMENTS

Procedure:

A.         Amendments to these bylaws may be proposed by:

1. A motion of a member of the Board;

2. A petition signed by seven (7) members of good standing.

B.         Proposed amendments to the bylaws may be approved and ordered implemented on the approval of two-thirds of the Board at any official meeting of the Board.

ARTICLE XI – FINANCIAL

Requirements:

A.         The fiscal year of the Chapter shall begin on January 1 and end on December 31.

B.         The annual financial report shall be independently audited as directed by the Board of Trustees.

C.        Prescribed contributions shall be determined by a vote of the Board of Trustees.

D.        In the event that the Chapter dissolves or ceases to function, all remaining funds and assets shall be transferred to the national office.

E.         Unless otherwise specified in writing by the donor, all donations received by the organization shall be considered general revenue and can be used for ordinary chapter expenses.

ARTICLE XII – GRIEVANCE PROCEDURE

Conditions:

A.         Individual members or a group of members shall have the right to present signed grievances for action and decision by the membership. Written grievances shall be presented to the President or a member of the grievance committee, if said committee has been established.

B.         Grievances shall be included on the agenda for the next membership meeting. If it is agreed that they should be pursued, it shall be turned over to the grievance committee; and at the absence of a grievance committee, the President shall appoint a committee of three (3) to make investigation, and report in writing at the next Chapter meeting, or at a special meeting, as the membership determines.

C.        Officers shall not serve on a grievance committee.

D.        Approval of the grievance committee recommendation shall be binding on the officers except that the action may be appealed to the Executive Committee of the Hearing Loss Association of America within sixty (60) days.