Northeast Alliance of Speech, Language and Hearing (NEASLH): The NORTHEAST AFFILIATION OF THE NATIONAL BLACK ASSOCIATION FOR SPEECH – LANGUAGE AND HEARING
BYLAWS
Preamble
The Board of the Northeast Affiliate of the National Black Association for Speech-Language and Hearing (NBALSH), has adopted the following Bylaws to guide the Affiliate in its deliberations, to promote the purposes of the Affiliation, to facilitate the business of the Affiliation, and to protect the rights and privileges of the Affiliation membership. The Bylaws of the Northeast Affiliate of NBASLH are in accordance with established policies and procedures.
ARTICLE I
Name
The name of the Affiliation (hereinafter called the “Affiliation”) is the Northeast Affiliate of the National Black Association for Speech-Language and Hearing (NE-NBASLH) and/or, the Northeast Alliance for Speech, Language, and Hearing (NEASLH).
ARTICLE II
Mission
In keeping with the mission of the National Black Association of Speech, Language and Hearing, the mission of the Affiliate is to maintain a viable mechanism through which the needs of Black professionals, students and individuals with communication disorders can be met.
ARTICLE III
Purpose
The Affiliation has been organized as a not-for-profit organization to promote charitable, scientific, and
educational purposes, and address the communication interests and concerns of Black communication
science and disorders professionals, students, and consumers. The geographical region comprising the
Northeast Affiliate of Speech, Language and Hearing shall include but is not limited to the following states:
Maine, Vermont, New Hampshire, Massachusetts, Connecticut, Rhode Island, New York, New Jersey, and
Pennsylvania.
In furtherance of these purposes and in the service of Black professionals, students, and individuals, the
Affiliation shall:
● Promote an increase in the number of Black speech, language and hearing professionals and
university faculty.
● Improve the quality and equity of service delivery to Black individuals with communication
disorders and differences.
● Promote research that contributes to the body of knowledge on anti-oppressive and inclusive
identification, diagnosis, and treatment of Black individuals.
● Provide financial support for the training of Black students and professionals in communication
sciences and disorders.
● Provide professional development for students and professionals in communication sciences and
disorders.
● Provide mentorship for students and professionals in communication sciences and disorders.
● Advocate for equitable practices in communication as it intersects with individuals with
communication disorders and differences.
● Disseminate information to the public regarding communication disorders and differences specific
to the Black community.
● Provide a supportive venue to share inter-collaborative ideas and experiences for Black students and
practitioners in communication sciences and disorders.
● Create and maintain alliances with other underrepresented groups to advance diversity, equity and
inclusion.
Notwithstanding anything to the contrary appearing in these Bylaws, the operations of the Affiliation shall
be exclusively charitable, scientific and educational.
ARTICLE IV
Offices
As the Affiliation is composed of individuals from various states, there will be no principal office
of the Affiliation. Instead, the Affiliation “office” will be virtual with no physical location.
ARTICLE V
Membership
Section 1. Membership and Participation:: Members and participants shall be limited to the following two categories:
- Individual voting membership: Voting Members are required to maintain individual membership status in the Affiliate, and the National Black Association for Speech Language and Hearing and can serve on our Board of Directors, Committee Chair and/or Committee Member. Voting members include Professional and Student members.
A. Professional Member: Professional members hold a graduate degree, professional certification, or educator license in the area of speech, language and/or hearing. All professional members shall have the right to vote, and serve and serve on any committee, as a chair and Board of Directors, at any level within the organization.
B. Student Member: Student members include full-time and part-time students in the areas of speech, language and/or hearing. Student members shall have the right to vote on all affiliation business. Student members shall have the right to serve as a committee chair and/or member. Student members will not be eligible to serve on the Board of Directors in any of the following positions; Chair, Vice-Chair, Treasurer or Secretary.
2. Non-voting participants: Non-voting participants are all other individual and institutional participants. Participants are eligible to serve on committees and engage in all NEASLH offerings. Non-voting participants are not eligible to vote on affiliation business, serve on the Board of Directors or Chair a Committee.
A. Individual participant: An Individual Participant may be a consumer and any other persons showing interest in the areas of speech, language and/or hearing. Individual participants may not vote or hold an office. Individual Participants will be eligible to join any committee and organization sponsored activity. Individual participants will be prohibited from serving on the Board in any capacity.
B. Institutional Participant: College and university departments related to the areas of speech, language, and/or hearing within the region of the Affiliate may enroll as a participant. Institutional participant faculty and students may not vote or hold any office as an entity. All students and one faculty member from each institutional entity will be invited to participate in all Affiliate events and may serve as a committee member so long as they attend the college or university. Students will be required to identify their institution in order to participate in events or committees. A faculty or student from an institutional participant may also choose to be an individual member at any time. Institutional participant members are prohibited from serving on the Board in any capacity.
Section 2. Annual Member and Participant Application and Donations: All members and participants will be required to complete an initial application. The Affiliate will request the member or participant make a donation to the organization; and will recommend a donation amount based on the membership or participant type identified in section one. Members are required to make a donation each year to receive all of the rights and privileges of the affiliate including the right to vote. Participants are required to make a donation each year to receive the rights and privileges of the Affiliate. Recommended annual donation amounts for each membership and participant type will be reviewed by the BOD annually. Changes to any of the recommended annual donation amounts will only be made after a unanimous vote by the Board. Notice of changes to the recommended annual donation amounts will be sent out to all members at least 30 days before the change goes into effect.
Section 3. Code of Ethics: The Affiliation and all of its members, as a condition of membership, subscribe to the Code of Ethics of the American Speech-Language Hearing Association (ASHA).
Section 4. Discrimination: All members of the Affiliation shall not discriminate on the basis of race, color, religion, sex, gender identity, sexual orientation, pregnancy, status as a parent, national origin, age, disability (physical or mental), family medical history or genetic information, political affiliation, military service, or other non-merit-based factors when engaged in the delivery of professional services, or when conducting research and scholarly activities,.
Section 5. Termination of Membership: Membership in the Affiliation may be terminated for the following reasons:
A. Ethics. Any member who violates the Code of Ethics of the American Speech Language-Hearing Association, who violates the stated purposes of the Affiliation, or who brings the Affiliation into disrepute may, after notice and an opportunity to be heard, be suspended or terminated by the Board.
B. Donation not received. A member whose donation is not received each year shall not receive the benefits of the Affiliation.
ARTICLE VI
Meetings
Section 1. Membership Meetings: Regular meetings of the Affiliation membership shall be held at least once per calendar year virtually or in person as determined by the Board of Directors.
Section 2. Agenda for Annual Membership Meeting: The Board of Directors will determine the Agenda for regular membership meetings. Annual meetings will include review of the annual business report, Bylaws, Committee reports, items up for vote and any additional Agenda items to be determined by the Board of Directors.
Section 3. Special Meetings: Special Membership meetings may be called by the Chair or by written, electronic request of at least 10 percent of the Regular Members directed to the Board of Directors. Written notice of special meetings and their purpose shall be given not less than ten (10) days before any such meeting, to be directed to the members at their last known email address as it appears on the Affiliation books. Special meetings, for example, may be called as a result of time sensitive business or decisions that fall outside of regularly scheduled membership meetings.
Section 4. Notice. Written notice stating the place, day, and hour of the Affiliation meetings, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor more than one hundred twenty (120) days before the date of the meeting via email at the direction of the Chair or the Board of Directors. Inclusion of such notice electronically distributed to all regular members, shall satisfy the notice requirement of this section.
Section 5. Quorum. Fifteen percent (15%) of the regular voting members of the Affiliation shall constitute a quorum at any meeting of the Affiliation.
Section 6. Voting. All members of the Affiliation present may exercise one vote on each question coming before the Affiliation at any meeting. Voting by proxy shall be permitted. Approval of a matter coming before the membership at a meeting shall require an affirmative vote of the majority of the members present. The Board of Directors or a majority of the members present at a membership meeting may determine that a significant issue will be submitted to the membership by electronic ballot to be conducted in accordance with procedures established by the Board of Directors.
ARTICLE VII
Board of Directors
Section 1. Name: The official name for the Affiliation Board shall be The Board of Directors of the Northeast Affiliation of the National Black Association for Speech-Language and Hearing.
Section 2. General Powers and Duties: The Board of Directors of the Affiliation shall be its own governing body. The Board shall manage, control and direct the affairs and property of the Affiliation. The Board shall have, and may exercise, all the powers specified in its Bylaws necessary to carry out the purposes of the Affiliation. With respect to all questions and interpretations to these Bylaws, the majority decisions of the Board of Directors shall rule.
All the powers, except as are otherwise provided for in these Bylaws, shall be and are hereby vested in and shall be exercised by the Board of Directors.
Section 3. Composition of the Board:
A. Number: The number of Directors constituting the Board of Directors of the Affiliation shall be not less than seven and no more than 13, including the Chair and the Immediate Past-Chair. The Student Representative shall serve as a voting member of the board.
B. Term of Office: The elected Directors shall serve for terms of two years, with the exception of the Chair and the Student Representative. The Chair will serve two years as Chair and two years as Immediate Past Chair. The Chair shall have served at least (one) term as a board member. The Student Representative shall serve for a term of one year. The term of any Director shall also expire by death, resignation, or removal from office in accordance with these Bylaws. There is no limit of the number of terms of office which can be served by any one officer. All terms of office will be based on the fiscal year, therefore running July 1 – June 30 according to their term cycle.
C. Nominations: Nominations for members of the Board of Directors and the Student Representative shall be solicited from the current Affiliation membership. Nominations will be made and accepted as follows:
a. Within 60 days prior to the annual meeting, the Membership Committee shall prepare a slate of candidates for each office to be filled in the next election. The committee shall email this slate of nominees to the membership, together with a notice that additional nominations will be accepted from the membership at large to committee chair, if received before a deadline established by the committee. After this deadline, the committee shall prepare the completed slate of nominees for the election.
b. The Membership Committee shall prepare a brief written biographical sketch of its nominees. All other nominators must submit written biographical sketches of their nominees at the time of nomination. The committee shall not accept a nomination without such a written biographical sketch and the prior consent of the nominee.
c. Elections may commence by voice vote at the annual meeting, or by electronic webmail ballot.
D. Appointments: Upon a majority vote of the Board, members-at-large may be appointed to perform duties specified by the Board. This is a voting position. This term shall be determined by the Board. The membership shall be informed of such appointments.
E. Election: Ballots shall be made available to the membership by May of each year with voting ending by the date and time specified. Professional and Student members of the Affiliation shall elect the Board of Directors. To be elected to the board, a candidate must receive a majority of the votes cast during that particular election year. If a board vacancy cannot be filled by a candidate who has received this majority vote, the board seat shall remain empty until the next election cycle at which time the vacant seat shall be added to the number of vacancies for that election cycle. The following officers shall be elected in each even-numbered year to serve their term: Chair, Bylaws Chair, Programs Chair, and Secretary. The following officers shall be elected in each odd-numbered year to serve: Vice-Chair, Public Relations Chair, Treasurer, and Membership Chair. Only Professional and Student members will be eligible to hold elected office. The Student Representative shall be elected each year.
Section 4. Duties of the Board as a Whole: The duties of the Board shall be:
a. To carry out the dictates of the membership and take any action necessary to carry on the business of the Affiliation between annual meetings of the Affiliation membership.
b. To ensure the Affiliation follows its bylaws and reviews/updates bylaws as needed annually
c. To ensure prudent use of all assets, including facility, people and good will.
d. To be certain the activities of the Affiliation advance its purpose and dictates of the membership.
e. To make decisions that are in the best interest of the Affiliation and its members. F. To act as an advisory committee to the Chair on all matters which the Chair wishes to place before the Board.
f. To function as the participating Affiliation of the National Black Association of Speech-Language and Hearing for the Northeast.
g. To appoint members to fill vacancies for the unexpired terms of elected officials in accordance with provisions of Article VII.
h. To remove any committee member or appointed official from their committee membership or appointed position whenever, in the judgment of the Board, the best interests of the Affiliation will be served thereby.
i. Identify the need for and purpose of a Standing or Ad Hoc Committee(s).
Section 5. Duties of the Officers of the Board: The duties of the officers shall be as follows:
A. Chair:
a. The Chair shall preside at meetings of the membership and Board of Directors. b. In the event of a tie at meetings of the Board of Directors, the Chair shall have the right to vote upon the question.
b. The Chair shall communicate to the Affiliation such matters as may in their opinion promote its welfare.
c. The Chair shall perform as required by the nature of that office and shall enforce the Bylaws, rules and regulations of the Affiliation.
d. The Chair shall be an ex-officio member of all committees.
e. The Chair will define the duties of committees whenever such duties may not have been defined adequately by these Bylaws.
f. The Chair shall notify new board members of their election to the board.
g. The Chair will call special meetings of the Affiliation or any of its committees as applicable.
h. The Chair will promote the best interests of the Affiliation in all possible ways.
i. The Chair will assume the duty of Immediate Past-Chair upon completion of the term of Chair.
B. Immediate Past Chair
a. Will assist the incoming Chair in the transition to Chair position.
b. Will aid the Chair in promoting the interests of the Affiliation.
c. Will support the ongoing efforts of various committees when needed.
d. Will assist the Treasurer and Chair with development of the annual budget.
C. Vice-Chair:
a. The Vice Chair shall function as Vice-Chair and shall preside at all meetings of the Board of Directors at which the Chair is absent. In the event that neither the Chair nor the Vice-Chair is present at such meetings, an Acting Chair may be chosen by a majority vote for that meeting.
b. Will oversee the Affiliation Committees.
c. Will represent the Affiliation in Advocacy groups or designate a member to do so.
d. Will serve as Chair in that person’s absence.
D. Secretary:
a. The Secretary shall keep a record of the proceedings of the meeting of the Board of Directors and ensure archiving of these documents.
b. Will issue all notices of meetings of the Membership and Directors; and
c. Will be responsible for all correspondence pertaining to the affairs of the Affiliation except as otherwise provided.
d. Will ensure availability of the minutes of previous meetings.
e .Will ensure archiving of copies of the Membership Directory at the end of each membership year.
E. Treasurer:
a. The Treasurer shall be responsible for all monetary matters including preparation of the budget of the Affiliation and shall be responsible for submitting a financial report to the Board of Directors and membership at large as requested.
b. Will provide a financial report to the Chair and Vice-Chair for review at least two times per year, and as requested.
c. Will coordinate budget planning.
d. Will authorize and process all expenditures of Affiliation.
e. Will ensure the filing of State and Federal documents as required of the Affiliation.
f. Will accurately maintain and archive all financial records including revenues and expenses, as well as all official financial documents of the Affiliation.
g. Will document and withdraw all expenses incurred by the Affiliation
h. Will document and deposit all revenues received by the Affiliation.
F. Bylaws Chair:
a. Will ensure adherence to Bylaws by the Board of Directors and members at large.
b. Will convene an annual Bylaws Committee meeting to conduct a detailed review of Bylaws as directed by the Board of Directors, and revise Bylaws as necessary.
c. Present the final draft of the Affiliation Bylaws to the Board of Directors and subsequently, to the Membership for approval at the annual Membership Meeting.
G. Public Relations Chair:
a. Act as chairperson of the Public Relations Committee and to perform all related functions.
b. Report to each meeting of the Board of Directors and to each regular membership meeting on pertinent matters being considered by the Public Relations committee.
c. Plan for and administer the issuance of Affiliation grants and awards.
d. Coordinate information for and maintain the Affiliation’s website and social media accounts.
e. Disseminate information to other organizations and communities at large.
f. Bring forth to the board any relevant feedback and observation regarding regular membership
G. Programs Chair:
a. Act as chairperson of the Programs Committee and to perform all related functions.
b. Report to each meeting of the Board of Directors and to each regular membership meeting on pertinent matters being considered by the Programs Committee.
c. Plan, organize, and execute conferences, conventions, meetings, and workshops to provide professional development and training opportunities for members, including provision and processing of CEU credits.
H. Membership Chair:
a. Act as chairperson of the Membership Committee and to perform all related functions.
b. Report to each meeting of the Board of Directors and to each regular membership meeting on pertinent matters being considered by the Membership Committee.
b. Take on tasks assigned by the Chair and approved by the Board of Directors.
c. Maintain a list of current and past members.
d. Send notification of dues to all active members and persons eligible for membership
e. Oversee the election process as part of the Membership Committee for all elected positions within the organization..
I. Student Representative:
a. Serve as a representative on the Board of Directors, and perform all related functions necessary to representation of student membership.
b. May simultaneously serve as chairperson of another Committee and perform all related functions.
c. Report to each meeting of the Board of Directors and to each regular membership meeting on pertinent matters related to the business of the student membership.
d. Convene meetings of the student membership virtually or in person.
e. Ensure the Student Membership Committee represents the various geographical locations of its student membership equitably by recruiting and engaging student members.
f. Bring forth to the board, any relevant feedback and observation regarding student membership.
Section 6. Meetings of the Board of Directors:
A. Regular Meetings: A regular meeting of the Board of Directors shall happen no less than quarterly. The Chair, at the request of a majority of the members of the Board, or as deemed necessary by the Chair, shall call other meetings such as conference calls.
B. Time and Place: The Chair shall designate the time and place of all meetings. The place of meetings should inasmuch as possible reflect the geographic distribution of the Directors or be held in a virtual format.
C. Voting in Absentia: A Director may vote in absentia on any published agenda item as long as it is not modified during the Board meeting.
D. Quorum: At all meetings of the Board, a majority of the Board shall be necessary and sufficient to constitute a quorum (50 percent plus one of the voting members) for the transaction of business. All business called to vote requires the act of a majority of the Directors present at the meeting at which there is a quorum, except as may otherwise be specifically provided by statute or by these Bylaws.
E. Unanimous Consent: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken by oral agreement without a meeting, if within three days after such oral agreement, the text of the resolution or matter agreed upon is sent to all members of the Board via email. All members of the Board must consent to such action in writing via email within 7 days of receipt of such text. Such consent in writing shall have the same force and effect as a unanimous vote and may be described as such in any document executed by the Affiliation.
F. Conflicts: No member of the Board shall vote or otherwise participate in any decisions of the Board if such vote or participation could involve them in a conflict of interest. The Secretary shall note the abstention of the Director in the minutes of the meeting.
ARTICLE VIII
Fiscal Year
The fiscal year of the Affiliation shall be fixed by resolution of the Board of Directors.
ARTICLE IX
Prohibition Against Sharing in Affiliation Earnings
No person connected with the Affiliation or member of an advisory committee or panel, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Affiliation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Affiliation in effecting any of its purposes as shall be fixed by the Board of Directors.
ARTICLE X
Revisions
Section 1. Bylaws: Revisions and amendments to the Bylaws may be proposed in writing to the Bylaws Committee. Written proposals may be submitted by the Bylaws Chair, members of the Bylaws Committee, the Board of Directors, and members-at-large. All proposed revisions and amendments to the Bylaws will be considered within one year of the proposal’s reception. The Bylaws committee must then present all prospective revisions and amendments to the Bylaws to the Board of Directors. Initial passage of prospective revisions and amendment shall require an affirmative vote of 50 percent plus one of the Board of Directors to warrant presentation of the revision or amendment to the voting body at the Membership Meeting. Passage of the revision or amendment shall require an affirmative vote of quorum, or 50 percent plus one, of voting members in attendance during the Annual Membership Meeting.
Section 2. Articles of Incorporation: The Articles of Incorporation of the Affiliation may be altered, amended or repealed at any meeting of the Board of Directors by a majority of the Directors in office, or their designated representative, provided that the proposed action is inserted in the notice of such meeting and that such action is not inconsistent with ARTICLE IV of such Articles.
ARTICLE XI
Committees
Section 1: Types of Committees: There shall be two types of committees of the Affiliation: Standing and Ad Hoc. Standing Committees shall be permanent. Ad Hoc Committees shall be created by the Board of Directors for a specific period of time to fulfill specific goals and objectives and then shall cease to exist.
Section 2. Committee Membership: All appointed committee members shall be appointed by the Chair of that Committee or Board. All members are eligible for committee membership, and the Board of Directors may solicit suggested members for Standing and Ad Hoc committees from the membership. No member of the Affiliation shall serve on more than two committees at a time except if determined by the Board of Directors that the functioning of a particular committee would be hindered without a particular member’s appointment. Committee members may be removed by the Board or Committee Chair as necessary.
Section 3. Standing Committees: A Standing Committee is a permanent committee appointed by the Board of Directors. The Chair of the Standing Committees will be elected by the membership. The Standing Committee fulfills duties specified by the member of the Board of Directors to whom the committee reports. Each Standing Committee shall consist of a sufficient number of members to complete the assigned task. The members shall be appointed by the Committee Chair or Board. A Standing Committee may be dissolved when determined necessary by the members of said Standing Committee, with the approval of the Board. A Standing Committee may also be dissolved by vote of the Board of Directors. The Standing Committee shall be directly responsible to the committee chair. A written or oral report of each committee’s actions and expenditures shall be submitted to the Board at each meeting of the Board of Directors.
Section 4: Ad Hoc Committees: An ad hoc Committee is a temporary committee appointed by the Board of Directors for a special purpose or to fulfill a specific duty not provided for by a standing committee. The Board will appoint the Committee Chair of the Ad Hoc Committee. The duties and specific charges of each ad hoc Committee shall be those assigned by the Chair and/or Board. Each ad hoc Committee shall consist of a sufficient number of members to complete the assigned task. The members shall be appointed by the Chair or Board. An ad hoc Committee shall be dissolved upon completion of the assigned task or at the request of the Chair, with the approval of the Board. The ad hoc committee shall be directly responsible to the Chair and/or the Board. A written report of each committee’s actions and expenditures shall be submitted to the Board when the committee is terminated. A written or oral report will be submitted to the Board or the membership when necessary.