Bylaws of the Association of Virginia Audiologists (AVA)
Article I. Name and Purpose
Section 1. Name
The name of this organization shall be the Association of Virginia Audiologists (hereafter referred to as AVA).
Section 2. Purpose
The purpose of AVA is to advance the profession of audiology in the Commonwealth of Virginia by committing to advocacy, education and professional collaboration. AVA strives to be the leading voice for audiologists in Virginia, ensuring that legislative and regulatory policies support the highest standards of care.
Through ongoing educational opportunities, AVA aims to enhance audiologists’ knowledge, skills and expertise, empowering them to provide evidence-based, patient-centered care. The Association fosters a collaborative environment in which professionals share best practices, research and innovations that improve patient outcomes and advance the field of audiology.
AVA is dedicated to promoting strong ethical principles, effective business management and the protection of patient rights. The Association works to ensure that audiologists uphold the highest standards of professional conduct and integrity while advocating for patients’ rights to receive safe, effective and equitable care.
AVA is organized as a nonprofit professional association under Section 501(c)(6) of the Internal Revenue Code.
Article II. Membership
Section 1. Classes of Membership
Membership in AVA shall be open to individuals who support its purposes and meet the qualifications outlined in one of the following categories:
A. Professional Member:
Professional membership is open to individuals who hold a Master’s or Doctoral degree in audiology and who are currently licensed to practice audiology in the state of Virginia. Professional Members are barred from having violations of the law on record that their specific licensing agency has not adjudicated.
B. Associate Member:
Associate membership is open to individuals with a vested interest in audiology and the Association’s activities. Membership applications will be reviewed on an individual basis and approved by a two-thirds vote. Associate Members will hold all of the same rights and privileges as a Professional Member, except they shall not be permitted to vote or hold office.
C. Student Member:
Student membership is open to: 1) undergraduate students of an institution who are interested in pursuing an Audiology Doctoral degree and 2) graduate students currently enrolled in an Audiology Doctoral program. Student members will hold all the same rights and privileges as Professional Members, except they shall not be permitted to vote or hold office other than the role of student representative to the Board.
Section 2. Application for Membership
Individuals seeking membership in the Association shall fill out and submit an application. Each application will be reviewed to determine the membership category in which an individual should be placed.
Section 3. Rights and Privileges
Rights related to voting and holding office shall be reserved for Professional Members only. All members are permitted to serve on committees and participate in Association activities, subject to Board of Directors policy and approval.
Section 4. Termination of Membership
A. Self-Termination:
Membership will be automatically terminated for any member who does not pay their dues within thirty (30) days of the designated renewal date, established by the Board of Directors. A member may terminate their membership with the Association at any time by providing a written notice to the Board. Membership will be effectively terminated on the date the Board receives written notice of termination, and any prior dues payments will be considered non-refundable.
B. Termination by the Board of Directors
The Board reserves the right to terminate the membership of any individual who participates in unprofessional conduct. In the case of membership termination due to conduct, a member will forfeit their membership dues for the remainder of the year and will be barred from participating in the Association for one (1) year. If a terminated member wishes to re-join the Association after their one (1) year bar, it must be approved by a two-thirds vote from the Board.
Article III. Officers and Board of Directors
Section 1. Composition
The affairs of the Association shall be managed by a Board of Directors (“the Board”) consisting of nine (9) voting members, including the President, President-Elect, Immediate Past President, Secretary, Treasurer, Vice President of Membership, Vice President of Education, Vice President of Advocacy and Vice President of Communication.
The Board shall also include one (1) non-voting Student Representative, appointed annually by the Board, who shall serve as a liaison between student members and the Board.
Transitional Provision – During the first year of the Association’s operation, when no Immediate Past President exists, a Member at Large shall serve as the transitional member of the Board and shall hold full voting privileges for that year. At the conclusion of the President’s first term, the Immediate Past President position shall become active and the transitional Board role of the Member at Large shall conclude.
The initial Board of Directors will be appointed by volunteers affiliated with this association and will agree to serve until the first election can be held.
Section 2. Authority and General Duties
The Board shall have full authority to manage and direct the business, affairs, property and policies of the Association, consistent with applicable law and these Bylaws. Board members shall act in good faith, abide by all adopted policies from current national audiology associations, maintain the confidentiality of Board deliberations, and participate fully in meetings and governance activities.
Section 3. Duties of Officers
A. President
Serves as the chief executive officer; presides over all Board and membership meetings; appoints committee chairs with Board approval; and serves ex officio on all committees except the Nominating Committee.
B. President-Elect
Assists the President, oversees strategic planning and assumes the duties of the President in their absence.
C. Immediate Past President
Provides continuity and counsel and chairs the Nominating Committee.
D. Secretary
Maintains accurate minutes and records, issues official notices of meetings and elections and oversees record retention and accessibility.
E. Treasurer
Oversees finances, accounts and disbursements; prepares the annual budget with the Finance Committee; and provides financial reports to the Board and membership.
F. Vice President of Membership
Oversees membership recruitment, retention and engagement, and chairs the Membership Committee.
G. Vice President of Education
Oversees educational programming and continuing education and chairs the Education Committee.
H. Vice President of Advocacy
Coordinates legislative, regulatory and public policy activities and chairs the Advocacy Committee.
I. Vice President of Communication
Oversees internal and external communications, publications and digital media.
J. Student Representative (Non-Voting)
Serves as a liaison for student members and participates in Board discussions but does not vote.
Section 4. Terms of Office
The President, President-Elect and Immediate Past President shall each serve one-year terms. All other officers shall serve two-year terms.
No officer may serve more than two (2) consecutive two-year terms in the same office. An officer who reaches this limit may be re-elected to the same office after at least one full term off the Board, or may immediately serve in a different office, subject to election. If a position is uncontested and remains vacant after the close of nominations, the incumbent officer may continue to serve beyond the consecutive term limit until a qualified candidate is elected.
Section 5. Elections
Elections shall be held annually, before or during the Annual General Membership Meeting, under the supervision of the Nominating Committee.
A. Nominations: Prepared by the Nominating Committee, overseen by the Past-President; members may make additional nominations. An official ballot, consisting of qualified candidates, will be created and sent to all voting members before the Annual General Membership meeting
B. Voting: May be conducted electronically; a simple majority determines results.
C. Terms of Office: Officers assume duties at the beginning of the next fiscal year.
D. Staggered Elections: To ensure continuity, elections shall be staggered as follows:
Even-numbered years: Secretary, Vice President of Education, Vice President of Advocacy.
Odd-numbered years: Treasurer, Vice President of Membership, Vice President of Communication.
Section 6. Board Meetings
The Board shall meet at least quarterly, with additional meetings called by the President or by a majority of the Board as needed. Meetings may be held in person or electronically, with the meeting topic pre-established. Board Members shall receive fifteen (15) days’ notice before the meeting. One of the quarterly business meetings may occur during the Annual General Business Membership Meeting.
Section 7. Board Quorum and Voting
A majority of the voting Board members shall constitute a quorum. Decisions shall be made by a simple majority of those present and voting. If a Board member is absent or has recused themselves due to a conflict of interest, and the remaining votes result in a tie, the motion shall not pass. A tie vote does not constitute a majority, and therefore any motion ending in a tie is considered failed. The Board may choose to revisit, revise or resubmit the motion at a future meeting.
Section 8. Vacancies
The Board’s appointment may fill vacancies between the Board’s elections. The appointed individual shall serve for the remainder of the unexpired term and may subsequently stand for election.
Section 9. Removal of Officers
Any officer may be removed for cause by a two-thirds (2/3) vote of the Board, provided that written notice of the proposed removal is given to all Board members at least ten (10) days before the meeting at which the vote will be taken.
Section 10. Conflict of Interest
Board members must disclose any potential or actual conflicts of interest and shall recuse themselves from discussion and voting on matters in which a conflict exists. The Board shall maintain and enforce a written Conflict of Interest Policy consistent with nonprofit governance best practices.
Article IV. Meetings
Section 1. Annual Meeting
The Association shall hold an Annual General Membership Meeting each year at a time and place determined by the Board. Notice of the Annual Meeting shall be provided to all members at least thirty (30) days in advance. At this meeting, members will be informed of board actions and plans, budget updates and any additional changes that have occurred since the previous General Membership Meeting.
Section 2. Special Meetings
Special meetings may be called by the President, a majority of the Board or upon written request of ten percent (10%) of the voting membership. Notice shall be provided at least fifteen (15) days in advance. When the Board or General members request a Special Meeting, the request must be made to the Secretary, who shall schedule the meeting within sixty (60) days from the date the request was received.
Section 3. General Voting Quorum
A quorum for membership meetings shall consist of ten percent (10%) of the voting members. Majority rules for general quorum voting; if a tie occurs, then the motion does not pass and is left to a Board Vote.
Section 4. Electronic Meetings
Meetings may be conducted in person, electronically or in a hybrid format, provided all participants can communicate simultaneously. Notice of the meeting’s format shall be provided in advance to allow attendees to plan accordingly.
Section 5. Minutes
Minutes of all General, Special or Board meetings shall be recorded by the Secretary (or designee), signed and dated by the Secretary and then made accessible to all general members promptly. They are to be corrected at the next meeting. The minutes are to be kept and documented in an organized manner, so they are easily accessible to both Board and General members.
Section 6. Rules of Order
All meetings of AVA shall be governed by the rules outlined in the current edition of Robert’s Rules of Order. Allowing exceptions only when there is a direct contradiction of previously defined procedures within these Bylaws.
Article V. Finances and Fiscal Management
Section 1. Fiscal Year
The fiscal year shall begin on January 1 and end on December 31.
Section 2. Budget
The Treasurer, with the Finance Committee, shall prepare an annual budget for Board approval.
Section 3. Dues and Assessments
The Board shall establish dues; notice of changes shall be provided thirty (30) days before implementation.
Section 4. Depositories and Disbursements
Funds shall be deposited in institutions designated by the Board; disbursements shall be made in accordance with approved policies. The Treasurer shall keep a record of all receipts, which shall be made available upon request by any member for a period of 5 years.
Section 5. Financial Oversight
The Finance Committee shall oversee financial operations and compliance.
Section 6. Bonding
The Board may require bonding of officers handling funds; the Association shall bear costs.
Section 7.
The Board of Directors, by resolution, may authorize the organization to accept grants, gifts or bequests from members or nonmembers on terms and conditions consistent with established law.
Section 8. Dissolution
Upon dissolution, remaining assets shall be distributed in accordance with Section 501(c)(6) of the Internal Revenue Code to one or more similar organizations.
Article VI. Amendments
Section 1. Authority to Amend
Amendments may be proposed by the Board or by any voting member through a written submission to the Secretary. The bylaws may be altered, amended or repealed and new bylaws may be ratified.
Section 2. Classification of Amendments
A. Policy or Substantive Amendments: Affect membership rights, dues, voting privileges or governance; require a simple majority of member votes.
B. Procedural or Organizational Amendments: Clarify operations or procedures; approved by a two-thirds majority of the Board and ratified by a simple majority of members.
Section 3. Notice
Proposed amendments shall be communicated to members at least thirty (30) days before the vote.
Section 4. Voting Method
Voting on amendments may be conducted electronically or by other secure means approved by the Board.
Article VII. Miscellaneous Provisions and Dissolution
Section 1. Indemnification
The Association shall indemnify (protect from/secure against financial loss) officers, directors and agents to the fullest extent permitted by law, provided actions were in good faith and in the best interests of the Association.
Section 2. Records and Reports
The Association shall maintain accurate and complete records, including meeting minutes and financial accounts, available for inspection by members upon request.
A. Bylaws: Keep a copy of the most current bylaws and all amendments.
B. Corporate documents: Maintain a copy of articles of incorporation, any amendments and current notices.
C. Board and member records: Keep minutes of all member and board of directors meetings, as well as records of any actions taken without a meeting—items to be kept for a period of 10 years.
D. Communications: Preserve written communications to members for the past 5 years.
E. Officer and director lists: Keep a list of current presidents and vice presidents/chairs with their business and/or email addresses
Section 3. Non-Discrimination
The Association shall not discriminate on the basis of race, color, religion, sex, gender identity, sexual orientation, age, national origin or disability.
Section 4. Rules of Procedure
In matters not covered by these Bylaws, the Association shall be governed by Robert’s Rules of Order, Newly Revised.
Section 5. Successors and binding agreements:
This provision clarifies that the bylaws and other agreements remain in effect even after changes in leadership or other corporate events.
Section 6. Dissolution
Upon dissolution, all debts shall be satisfied, and the remaining assets shall be distributed per Section 501(c)(6) of the Internal Revenue Code to organizations with similar purposes.