CAA By-Laws

A by-law relating generally to the conduct of the affairs of the Canadian Academy of Audiology.
Be It Enacted as a by-law of the Corporation as follows:

Updated in July 2010

Article I

Section 1: Name

1. The name of the Corporation shall be the Canadian Academy of Audiology / Académie canadienne d`audiologie, hereinafter referred to as "the Academy".

2. The Academy shall have a Seal in the form impressed hereon.

3. The Academy may at its pleasure by a vote of the membership body change its name.

Section 2: Address

The mailing address of the Academy shall be designated by the Board of Directors. All written correspondence, dues collection, registration, and such other items as the Board designates shall originate from and be received at this address.

Section 3: Definitions

An audiologist is a healthcare professional trained in identification (re)habilitation and prevention of hearing loss and function of the vestibular system.

In Canada audiologists are required to hold, at least, a Master's degree in audiology (or equivalent) from an accredited university graduate or professional program. Some provinces require mandatory registration with a provincial college. For those trained outside the United States and Canada, a combination of post-secondary education and work experience may, at the discretion of the Board of Directors, be judged as being equivalent to a Master's degree in Audiology.

Article II

Goals and Objectives

Section 1: Mission

The Canadian Academy of Audiology is dedicated to enhancing the role of audiologists as primary hearing and balance health care providers through advocacy, education and research.

Section 2: Objectives

The objectives of the Academy are as follows:

1) To advance audiologists as primary hearing and balance health care providers;
2) To promote and support research, professional development and continuing education in Audiology;
3) To promote Audiology to other professionals and the public;
4) To maintain and advance the ethical standards of audiological practice;
5) To establish linkages with academic training programs in order to provide positive input into improving their programs so that students are better prepared to face the challenges that face them upon graduation;
6) To represent the Audiology community of Canada when dealing with an agency or governmental department relative to audiology issues that affect the professional lives of its members; and
7) To establish a national networking system that will help facilitate communication among audiologists.

Article III

Membership

Section 1: Membership Categories

There shall be the following six (6) categories of membership eligibility in the Academy:
1) Full Member
Full membership applies to those 1) who hold a Master's degree (or equivalent) in audiology from an accredited university graduate or professional program and/or, 2) where applicable, who are licensed or registered by a province or territory to practice as an audiologist in Canada.
All applicants for full membership shall submit an official application form to the Academy accompanied by the appropriate fees. All applications shall be reviewed by the Membership Committee which shall make a final decision regarding the acceptance of applicants for membership. Any applicant who receives a majority of affirmative votes shall be accepted as a member of the Academy. The applicant will be notified in writing as to the decision of the Membership Committee. Each full member shall have one vote in all voting matters of the Academy. Full members shall be entitled, subject to the bylaws and rules to: a) receive notice of, attend and participate in meetings of the Academy and to receive copies of any regular bulletins or publications issued by the Academy, b) upon election or appointment, hold office; and nominate persons to hold office in the Academy, c) upon election or appointment, serve on committees of the Academy to the right to vote in all voting matters of the Academy and d) full membership rights.

2) Affiliate member
Affiliate membership applies exclusively to professionals from related fields that consequently do not hold a degree in audiology. Three members of the Academy must attest to the applicant's qualifications and suitability for Affiliate membership. Affiliate members may not vote or hold office, but shall receive all Academy publications and materials and are entitled to all other benefits of membership. Affiliate members are prohibited from using affiliation with the Academy for the promotion of commercial products or services.

3) International member
International membership applies to those who reside outside of Canada and possess formal academic training and/or clinical or research experience in the area of audiology, or a related field. International members shall not vote or hold office, but shall receive all Academy publications and materials and are entitled to all other benefits of membership.

4) Student Member
Student membership applies to those who are currently enrolled in a graduate program in Audiology or a related field. The Board of Directors may prescribe reduced fees for student members. Student members may not vote or hold office, but shall receive all Academy publications and materials and are entitled to all other benefits of membership.

5) Retired Members
Retired membership status applies to those previously eligible to practice audiology in Canada and have left the workforce with no intention of re-entry. Retired members may not vote or hold office, but shall receive all Academy publications and materials and are entitled to all other benefits of membership.

6) Honourary Members
Honorary members are those who, upon a majority vote from the Board of Directors, may receive this designation. Honourary membership may be awarded to any person, whether an audiologist or not, in recognition of outstanding service to the Academy, or to the profession of audiology. Honourary members shall not have a vote in the affairs of the Academy, and shall not be subject to dues.

Section 2: Membership Duration

Membership in the Academy shall terminate by death, voluntary withdrawal, or noncompliance with the criteria of full membership as herein provided. All rights, privileges, and interests of the member shall cease on termination of membership.

1) Voluntary withdrawal
Any member may, by giving written notice of such intention, withdraw from membership in the Academy. Such notice shall be presented to the Board of Directors at their next scheduled meeting.
2) Noncompliance
If a member of the Academy does not comply with all of the criteria as recorded in the bylaws for full membership, he or she will be promptly informed of an action to terminate membership. Such a member will be afforded an opportunity for written response as well as personal appearance at the next scheduled meeting of the Board of Directors. CAA will not be responsible for any personal expenses incurred in order to appear before the Board of Directors. Reference Article V Suspension and Expulsion

Article IV

Dues

Section 1: Dues Payment

The Executive Committee may from time to time determine all other fees, dues and assessments for all other matters including annual fees for other categories of membership and initial admission or registration fees payable by any category of membership by an ordinary resolution of the Executive Committee. All annual fees are due and payable on the date of the original application for membership (member's anniversary date) each year and the Academy shall send an overdue notice to any member failing to pay his/her fees by that date. On or before two months prior to the member's anniversary date of each year the Academy shall send, by mail or otherwise, to each person liable to pay an annual fee, a notice with respect to such fees.

Section 2: Non Payment of Dues

If the membership or registration fees and a completed renewal application in such form as may be prescribed by the rules are not received at the Academy office from a member on or before anniversary date in any year, the Registrar shall not consider the renewal application until such time as the applicant has paid such late filing fees as may be set by the Executive Committee.

Membership in the Academy shall expire on the member's anniversary date of each year unless renewed prior to that date and each person whose membership has expired shall enjoy none of the rights and privileges of a member.

Article V

Suspension and Expulsion

Section 1: Grounds for Suspension or Expulsion

A member of the Academy may be suspended or expelled from the Academy for just cause, including but not limited to the following:

1) Failure to pay dues;
2) Engaging in activity which involves a material and substantial breach of the Academy's By-Laws;
3) Engaging in activity prejudicial to the interests of the Academy;
4) Unethical conduct or behaviour per the Academy's Code of Ethics
5) Engaging in activity likely to bring the Academy or the practice of Audiology into disrepute;
6) Failure to obey the laws of Canada.

The Academy shall advise any member, in writing, who has failed or ceased to comply with the criteria for membership. The notice will give the member a date by which that member may show cause as to why he or she should be allowed to remain a member. This will include an opportunity to make written submissions, or if requested by the member, to appear before the Board of Directors at a meeting to address and consider the individual's request that they be allowed to remain a member.

Section 2: Procedure for Suspension or Expulsion

A proceeding to suspend or expel a Member may be commenced by a petition to the Board of Directors. Upon receipt of such a petition the Board of Directors may decide to reject the petition if they believe it to be wholly without merit. If the Board of Directors does not reject the petition, they shall:

1) Give notice of the petition to the member concerned;

2) investigate the matter, or direct that an investigation be conducted on their behalf;
3) Afford the member an opportunity to be heard on the matter that was the subject of the petition, and on the findings of any investigation conducted by them or on their behalf;
4) Decide the matter; and
5) Advise the member of their decision and their reasons for that decision.

In any proceeding to suspend or expel a member, the Academy may seek informal means of resolving the matter in dispute. A member of the Board of Directors who assists in such a process is not thereby precluded from participating in any subsequent meeting if the matter remains unresolved. Decisions about suspension or expulsion shall be made by a majority vote of the Board of Directors at a meeting called to consider the matter. Except in the case of death or expulsion for non-payment of dues, all decisions concerning termination of membership shall take effect at a date set by the Board of Directors. The Board may allow a continuation of membership subject to conditions, and may reconsider its decisions by resolution.

Article VI

Meetings

Section 1: Annual General Meeting

There shall be an annual general meeting of the Academy for purposes of receiving reports of the Directors, presentation of financial statements, as well as the transacting of other Academy business. The meeting shall be held at the time and location of the annual conference or at such time and location within Canada as the Board of Directors may determine. Notice of such meetings, signed by the President or designate, shall be forwarded to the last recorded address, post or electronic, of each member at least thirty (30) days before the appointed meeting date and shall be sent under separate cover from other Academy business.

Section 2: Special Meetings

Special meetings of the Academy may be called by the President of the Academy, or upon written request of one-fifth of the Academy members. Notice of such special meetings shall be forwarded to each member at their last recorded address at least fourteen (14) days in advance, with a statement as to the subject or subjects to be considered.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Section 3: Quorum for Academy Meetings

A quorum is hereby defined as a minimum of ten percent (10%) of Full Members of the Academy either present in person or represented by proxy, and shall be required for the carrying on of any official business of the Academy at any official meeting of the Academy. If quorum is not met at the meeting a lesser percentage may adjourn the meeting for a period of not more than 12 weeks from the date of the adjourned meeting. The Executive Director shall cause a notice of the items to be reviewed discussed and voted upon to be sent to all members.

Section 4: Rules of Order

All business at duly called meetings of the Academy shall be conducted according to the then current edition of Robert's Rules of Order.

Section 5: Voting by mail, facsimile or e-mail

Proposals to be offered to the members for a mail, facsimile or e-mail vote shall first be approved by the Board of Directors. On any mail, facsimile or e-mail vote, no less than ten percent (10%) of all voting members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action. Each voting member may attend the annual general meeting (AGM) in person to vote, or may send his/her signed proxy vote by mail or facsimile.

Articles VII

Officers and Board of Directors of the Academy

Section 1: Duty of the Board and Executive Committee

1.1 A Board of Directors, elected by the Membership of the Academy, shall within the limits of the By-Laws, have responsibility for supervision and control of the affairs of the Academy, shall determine its policies or changes therein, shall actively pursue the goals and objectives of the Academy, and shall have discretion in the disbursement of funds.
1.2 Directors shall have power to authorize expenditures on behalf of the Academy from time to time and may delegate by resolution to an officer or officers of the Academy the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Academy in accordance with such terms as the Board of Directors may prescribe.
1.3 The Board of Directors shall take such steps as they may deem requisite to enable the Academy to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Academy.
1.4 The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
1.5 Remuneration for agents and employees shall be fixed by the board of directors by resolution.

Section 2: Composition of the Board and Executive Committee

The Board of Directors shall be composed of a maximum of thirteen (13) Full Members of the Academy, elected by the Academy membership, and designated as Directors of the Academy. The number of Directors, which shall comprise the Board, may be set from time to time by a majority vote of the Board. In setting the number of Directors, the Board shall take into consideration the needs of the Academy members, geographical representation, financial considerations, and other such pertinent matters. The Board shall elect from within its ranks an Executive Committee which shall be responsible for conducting the day-to-day business of the Academy, and which shall report and be responsible to the full Board.

The Executive Committee shall consist of up to a maximum of five (5) Directors, including those designated as Officers of the Academy. The Officers of the Academy shall include a President, a President-Elect, a Past President, a Secretary (when needed) and a Treasurer. Other Directors may be appointed to the Executive Committee upon majority vote of the full Board. Those Directors not designated as Officers of the Academy shall be considered as Directors-at-Large. In exceptional circumstances the Executive Committee can make decisions on behalf of the Board.

Section 3: Elections and Term of Office

Nominations for a vacant position on the Board of Directors may be received for a calendar year no later than two (2) months prior to the Annual General Meeting. Each Director shall be elected by secret ballot of the full membership of the Academy. Elections may take place no later than 10 days prior to each Annual General Meeting. Election results will be announced at the Annual General Meeting. The President-Elect, the President, and the Past President shall each serve in their respective office for a term of one (1) year or until their respective successors shall have been duly elected and qualified. All other Directors shall serve for a general term of (3) years or until their respective successors shall have been duly elected and qualified. No member of the Board of Directors may serve more than two (2) general consecutive terms. The President-Elect will take office no later than following the completion of the first general 3-year term.

Section 4: Officers and Duties

A. The President shall represent the Academy in all official matters, and shall communicate matters to promote the welfare and increase the usefulness of the Academy directly to the membership and the Board of Directors. He/she shall be the Chief Executive Officer of the Academy, preside at all meetings of the Academy and Executive Committee, supervise the affairs of the Academy, prepare the agendas of general and Executive Committee meetings, establish dates of meetings, answer correspondence of the Academy when required, prepare statements and information for the Academy's publications, announce at the Annual General Meeting the names of the Editor or Editors of the Academy's publications as appointed by the Executive Committee, perform such other duties as may be delegated to him/her under the bylaws or by the Executive Committee and for the efficient management of the Academy, and have the deciding vote in the event of a tie at any meeting at which he/she presides.

B. The President-Elect is the Vice Chair of the Board of Directors and shall assume the duties of the President in his/her absence or inability to act, assume the office of President at the end of term or the resignation of the President, which ever first occurs, act as the chair of the nomination committee, be an ex officio member of all committees, coordinate committee reports and ensure that reports are available for all meetings, act as Chairperson of Ad Hoc committees as required, and perform such other duties as may be delegated to him/her under the bylaws or by the Executive Committee and for the efficient management of the Academy.

C. The Past President shall, serve as a consultant to the Executive Committee, and advisor to the President as needed. The Past President is responsible for the supervision of the Academy's Honours and Awards Program and ensures that amendments to the bylaws are published in the Academy's publications or otherwise distributed prior to the meeting at which they are to be voted on. The Past President Is involved with the Past President's Committee in maintaining historical records of the Academy and performs such other duties as may be delegated to him/her by the President or the Executive Committee for the efficient management of the Academy.

D. The Secretary shall ensure that minutes at all meetings of the Academy and/or the Board of Directors are taken and reported, and shall ensure that the membership is given written notice of the Annual General Meeting and all special meetings of the Academy. The Secretary shall report all correspondence to the membership, and shall keep a roster of the Academy membership, including all committees. The Secretary shall ensure that annual dues are collected and reported to the Treasurer.

E. The Treasurer shall, disburse the funds of the Academy with the approval of the Executive Committee, present a report and the Annual Financial Statements at the annual meeting, prepare and administer the Academy's Budget, be the Chairperson of the Finance Committee, and perform such other duties as may be delegated to him/her under the bylaws or by the Executive Committee and for the efficient management of the Academy.

F. Directors-at-Large shall have such duties and responsibilities as decided by the Board.

G. Ex-Officio Directors

Appointments by the Board of Directors may be extended to not more than two (2) ex-officio non-voting directors for a one-year term, to serve in an advisory capacity, on an as-needed basis. Responsibilities of Ex-officio Directors shall include, but not be limited to, attendance at meetings as requested; notification of unscheduled plans of attendance; and appraisal of issues pertinent to the Academy.

Section 5: Meetings of the Board and Executive Committee

The Board shall meet at all regular and special meetings of the Academy, and also upon the call of the President or upon demand of a majority of its members. Board meetings shall take place at such times and places as the President designates, or at such times and places as the majority of the Board designates, provided that 48 hours notice of such meeting shall be given, other than by mail, to each member of the Board of Directors. The Executive Committee shall meet at least quarterly, at such times and places as the President designates, or at such times and places as the majority of the Executive Committee designates, provided that 48 hours notice of such meeting shall be given, other than by mail, to each member of the Executive Committee.

Section 6: Quorum for Board Meetings

Fifty percent (50%) of the Board of Directors shall constitute a quorum at any meeting of the Board. If there is less than a quorum present at the Board meeting, the meeting shall be adjourned at least two days to a date fixed by those present. At this rescheduled meeting, quorum requirements shall be waived.

Section 7: Absences and Vacancies

Any member of the Board of Directors unable to attend a meeting shall advise the President in advance, of the reason for their inability to attend. If a member of the Board fails to attend two (2) consecutive meetings for reasons that the Board finds insufficient, the Board may, by resolution, declare that the Director's resignation shall be deemed to have been tendered and accepted. A member of the Board of Directors may also be removed from office, if at a special or general meeting of members, a resolution is passed by 51% of the members present at the meeting, to remove said Director from office. A Director ceases to be a Director if their membership is terminated or suspended for any reason, or upon resignation. The Board of Directors may, by appointment, fill any vacant Director's position for the unexpired term. In the event of the position of a Board Directors become vacant, the board shall have the power to appoint a successor from among the voting membership as soon as possible after the vacancy occurs. A Director so appointed shall take office at once, shall serve until the end of his predecessor's term, and may be elected to serve a regular term. In the event of a vacancy in the position of Treasurer, the President should have the power to appoint a successor from the member-at-large. In the event of a vacancy in the position of president-elect a special election will be called by the Executive Committee.

Section 8: Remuneration

The members of the Board of Directors shall serve without remuneration, and no member of the Board shall directly or indirectly profit from his/her position on the Board. A member of the Board of Directors may be reimbursed for reasonable expenses incurred in the performance of his/her duties. Where Academy finances permit, and according to travel policy established by the Board of Directors, Board members shall be reimbursed for reasonable travel expenses incurred for the purpose of attending meetings of the Board, or meetings of committees on which they sit. Where Academy finances permit, a reasonable remuneration for all officers, agents and employees, and committee members, may be fixed by the members of the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of the membership, when such resolution shall be confirmed by the membership. In the absence of confirmation by the membership, the remuneration to said officers, agents and employees, and committee members shall cease, effective from the date of the meeting of the membership.

Section 9: Action by mail, facsimile or telecommunications

Action taken during conference calls or by mail, facsimile and e-mail ballot of the members of the board, in which at least a majority of the directors, indicate themselves in agreement, shall constitute a valid action of the board if reported at the next regular meeting of such board.

Section 10: Conflict of Interest

Any member of the board who has a personal interest in or a relationship with a person or entity having interest in, any proposed transaction or executive action shall be required to disclose that interest or relationship to the board of directors prior to a vote thereon. The interested director will be prohibited from voting thereupon and will refrain from participating in the discussions on the advisability of such transaction or action.

Section 11: Indemnities to Directors and Others

Every director or officer of the Academy, or other person(s) who have undertaken or is about to undertake any liability on behalf of the Academy and their heirs, executors and administrators respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Academy, from and against:
1. all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
2. all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

Section 12: Minutes Of Board of Directors (and Executive Committee) Meetings

The minutes of meetings of the Board of Directors and the Executive Committee shall be available to the general membership of the corporation on request. Each member of the Board of Directors shall automatically receive a copy of such minutes.

Section 13: Execution of Documents

Contracts, documents or any instruments in writing requiring the signature of the Academy, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The Directors may give the Academy's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the corporation. The Seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

Article VIII

Committees

The President shall, subject to the approval of the Board of Directors, annually appoint such standing or special committees as may be required or necessary under these By-Laws. Members of such committees shall hold their offices at the will of the Board of Directors. The Board of Directors shall determine the duties of such committees, and may fix any remuneration to be paid.

Standing Committees of the Academy shall be:

Articles IX

Elections

The Board Secretary will make a call to the members for nominations for Directors of the Academy during July of each year. Nominations are open to all members of the Academy in good standing and must be made in writing and forwarded to the Secretary by the designated date, which will be one month prior to the Annual General Meeting. To be valid, each nomination must have the endorsement of at least two (2) members of the Academy who are in good standing and the signed acceptance of the nominee. A brief biographical history of the nominee shall be made available to the membership prior to voting, which shall be by secret ballot, in keeping with Article VII Section 3.
The Nominating Committee will meet prior to the Annual General Meeting to select new Board members to fill vacant positions. A slate of the successful nominations will be presented at the Annual General Meeting to be validated by those present.

Article X

Fiscal Year

The fiscal year of the Academy shall terminate on a date chosen by the Treasurer and approved by majority vote of the Board of Directors. Said date shall be chosen in consultation with the Academy's auditor(s) or accountant(s), and shall be based upon generally accepted principles of accounting.

Article XI

Seal of the Canadian Academy of Audiology

The Academy shall have a Seal of such design as may be adopted by the Board of Directors. The Executive Director shall have custody of the Seal.

Article XII

Amendments

These By-Laws may be amended in whole or in part, by a two-thirds majority vote of both the Board of Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least a majority of those members of the Academy voting by show of hands at the Annual General Meeting. Any proposed amendment to these By-Laws shall specify a proposed effective date. All proposed amendments to these By-Laws shall be submitted in writing to the Secretary of the Academy for consideration by the Board of Directors. Any such proposed amendment shall be discussed at the next Board meeting, and any proposed amendment which receives a two-thirds majority vote from the Board shall be submitted to the membership for ratification. The Secretary shall ensure that a copy of any proposed amendments is sent to each member of the Academy at their last recorded address. Ballots must be returned to the Academy office within thirty (30) days of mailing from the Academy office in order to be counted. Any amendment which receives the necessary two-thirds ratification shall be proclaimed as being effective on the specified date. A copy of the amended By-Laws shall be forwarded to Industry Canada for the record.

Article XIII

Execution of Documents

Contracts, documents, or any instruments in writing requiring the signature of the Academy shall be signed by the President and Secretary or by any two members of the Board of Directors on behalf of the Academy as shall be determined by the Board of Directors from time to time. The Board may by resolution appoint a member or members of the Board to sign specific contracts or documents.

Article XIV

Auditors

The members shall at each Annual General Meeting appoint an auditor to audit the accounts of the corporation for report to the members at the next Annual General Meeting. The auditor shall hold office until the next Annual General Meeting, provided that the Board of Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

Article XV

Dissolution Clause

In the event of dissolution or winding up of the affairs of the Academy, all of the remaining assets, after payment of liabilities, shall be distributed to one or more organizations in Canada carrying out similar activities, as selected by the Board of Directors.

Article XVI

MISCELLANEOUS

Effective Date
This By-Law shall come into force when confirmed by the members in accordance with Article XII herein.