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ARTICLE I
Name, Location, Purposes, and Fiscal Year
- Name. The name of this organization shall be the Academy
of Neurologic Communication Disorders and Sciences,
hereafter referred to as the Academy, or ANCDS.
- Office. The registered office of the Academy shall be
located at Washington, D.C. The academy shall have such
offices at such other places as the Executive Board may from
time to time designate or as the business of the Academy may
require. The principal office shall constitute a permanent
repository of ANCDS records and shall carry out the procedures
and polices of the Academy under the guidance of the Executive
Board.
- Purposes. The purposes of the Academy are professional,
clinical, educational, scientific and charitable and are
ultimately to encourage the highest quality of life for those
with communication disorders. Among these purposes are the
desire:
- to promote quality service to persons with neurologic
communication disorders by developing training guidelines for
preparation of speech-language pathologists for clinical
practice with this population, developing standards for
clinical practice of speech-language pathologists with this
population, and developing standards and providing the means
to certify clinical specialists in this area of practice;
- to promote state-of-the-art education and training of
practitioners in neurologic communication disorders;
- to promote continuing education of practitioners in
neurologic communication disorders;
- to promote the exchange of information and ideas among its
members;
- to promote research that contributes to improving
understanding and management of neurologic communication
disorders;
- to provide leadership in the development of clinical
expertise in neurologic communication disorders; and
- to establish and support liaisons with related
professional organizations.
1.4. Fiscal Year. The fiscal year of the academy shall
begin on March 1 and end on the last day of February, unless
otherwise designated by the Executive Board.
ARTICLE II
Membership
2.1. Membership.
The academy shall have three types of
memberships: Member, Associate Member and Life Member.
2..2. Application for Membership.
Candidates for membership
shall submit an application to the Membership Committee. The
Membership Committee will review each application and approve
those individuals eligible for membership.
2..3. Members.
Members shall possess the exclusive power to
vote in elections and business of the Academy, and to hold
office. Membership in the Academy as a voting member shall be
restricted to either: 1) those persons with a doctoral degree
in the discipline of human communication disorders and
sciences from a properly accredited academic institution and
five (5) years recent full time equivalent experience in
clinical practice, teaching, and/or research in neurologic
communication disorders as documented by membership
application OR 2) those persons who hold Board Certification
in Neurologic Communication Disorders by ANCDS pursuant to
procedures adopted by ANCDS. Membership in the Academy is not
a requirement of Board Certification.
2.4. Associate Members.
Associate membership shall be
available to all persons demonstrating an interest in neurologic communication disorders and supporting the purposes
of ANCDS. Associate Members shall be entitled to receive
notice of and to attend all meetings of the members of the
Academy and to participate in the activities of the Academy
open to voting members. Associate Members shall have no power
to vote or to hold office in the Academy.
2.5. Life Members
A Member who is 65-years-old by January
1 and has been a Member in good standing for five (5)
consecutive years may apply to become a Life Member by
submitting a written request to the Membership Committee. The
Membership Committee will review each request and shall submit
to the Executive Board annually a list of candidates qualified
for membership as a Life Member. The executive Board shall
elect by majority vote those individuals it considers eligible
for Life Membership.
Termination of Membership
- Any member of any class of the Academy may at any time
resign membership upon tendering a resignation in writing to
the President or the Secretary of the Academy. Such
resignation shall be effective upon receipt, and acceptance
thereof shall not be necessary to make it effective unless it
so states. Dues paid during the year of resignation are not
refundable.
- Individuals whose dues are delinquent shall be notified by
the Treasurer of such delinquency by the end of April of the
year concerned. If the dues remain delinquent thirty (30) days
after such notification, membership shall be terminated. Under
special circumstances the members may petition the Executive
Board or the Executive Board may initiate consideration of
alternative actions. A Member or Associate Member whose
membership has been terminated may file an appeal with the
Executive Board. The appeal procedure shall be set forth in
the rules of the Academy. An expulsion or termination can be
overturned by a majority vote of the Executive Board.
An individual whose membership has been so terminated may
again apply for membership by following the procedures set
forth in Section 2.2. The Executive Board may assess a fee for
reinstatement.
- The Executive Board may expel any member from the Academy
who no longer meets membership requirements as stated in
Section 2.3. Such expulsion shall require at least a
two-thirds (2/3) majority vote of the Executive Board. A
member who is expelled may file an appeal with the Executive
Board. The appeal procedure shall be set forth in the rules of
the Academy. The expulsion can be overturned by a majority
vote of the Executive Board.
2.7. Records.
The principal office shall keep records of
the names, addresses and phone numbers of all members,
Associate Members, and Life members and such records shall be
conclusive as to the membership in the Academy and as to the
person’s type of membership.
ARTICLE III
Meetings and Publications
- Place of Meetings. All meetings of the members of the
Academy shall be held at a place determined by the Executive
Board in collaboration with the Meetings Committee.
- Annual Scientific Meetings. The Academy shall hold an
Annual Scientific Meeting. The Annual Scientific Meeting shall
be held at a time selected by a majority of the Executive
Board. The date and location of the meeting shall be
determined at least one year in advance. The program of the
Annual Scientific Meeting shall be formulated by the
President.
- Business Meetings. A business meeting of the general
membership shall be held during the Annual Scientific Meeting
of the Academy. A quorum shall consist of ten percent (10%) of
the total membership. In the event that such a meeting is
omitted by oversight or otherwise not held as herein provided
for, a special meeting may be held in place thereof, and any
business transacted or elections held at such a meeting shall
be valid as if transacted or held in conjunction with the
Annual Scientific Meeting. Such subsequent meetings shall be
called in the same manner as provided for special meetings.
All motions at the business meeting shall require only a
simple majority of those voting for passage except where a
higher vote is required by the Bylaws. No proxy shall be
accepted. In the event of a tie vote, the President shall cast
the deciding vote. At each business meeting, members shall be
informed of all actions taken by the Executive Board since the
last meeting of the Academy.
- Special Meeting. Special meetings of the members shall be
held whenever called by the President or when requested by a
majority of the Executive Board.
- Notice of Meetings. Notice of the time and place of an
Annual Scientific meeting, business meeting or any special
meetings shall be given by a written notice mailed to each
member of the Academy to his/her last known address at least
thirty (30) days before the meeting.
If any meeting is adjourned, no notice need be given of the
reconvened meeting if the adjournment is to a certain time and
place.
- Rules of Order. The meetings of the Academy shall be
governed by the rules contained in the current edition of the
Robert’s Rules of Order in all cases in which they are not
inconsistent with other provisions of the Bylaws of the
Academy.
- Minutes. Minutes of all business and special meetings
shall be recorded. They are subject to correction at the next
business meeting. The minutes are to be kept by the Secretary
and shall be made available to any Member for inspection upon
request.
- Presiding and Recording Officers. Meetings of members
shall be presided over by the President of the Academy or in
his/her absence, by the President-Elect of the Academy or , in
both their absences, by a chairperson chosen at the meeting.
The Secretary of the Academy shall act as the Secretary of the
meeting, or in his/her absence, by a Secretary pro tempore
appointed by the presiding officer of the meeting.
ARTICLE IV
- General Powers and Duties. The Executive Board shall
exercise general supervision over the property , business, and
affairs of the Academy, and is the primary authority on
matters of policy and procedure within the Academy. It shall
have the power to employ, fix the compensation of , and at it
discretion, remove such agents and employees as it may deem
expedient to carry out the functions of the Academy. It may
exercise all such powers and do such things as it deems proper
within these Bylaws to effectuate the purposes of the Academy.
All committee chairs are immediately responsible to the
Executive Board. The major actions of the Executive Board
shall be reported to the membership at the business meeting.
- Composition. The Executive Board shall consist of nine (9)
voting members who are members of the Academy. The nine voting
members of the Executive Board include the President,
President-Elect, Secretary, Treasurer, immediate Past
President, and four Members-at-Large. Any executive Director,
or Business Manager of ANCDS will serve as a member of the
Executive Board ex officio without vote. Each of the
Board members except the President, shall have the power to
vote on issues to be decided by the Executive Board. The
President may be allowed to vote only in those cases of a tie
vote.
- Members-at-Large. Four (4) Members-at-Large shall be
elected to the Executive Board by a majority of the members.
Members-at-Large will serve staggered two (2) year terms. A
person may serve no more than two (2) consecutive terms as a
Member-at-Large.
- Archivist. The President shall appoint an ANCDS Archivist
subject to approval by a majority of the Executive Board. The
Archivist will be responsible for maintaining a historical
record of the actions and activities of the Academy.
- Vacancy and Removal. In the case of a vacancy in the
Executive Board by reason of death, resignation, or otherwise,
the Nominating Committee shall nominate and the Executive
Board shall approve a replacement who will serve until the
next business meeting when an election will be held to choose
a successor who shall hold office for the unexpired term. If
time is not sufficient, the Nominating Committee and the
Executive Board may select such replacement without previously
notifying the membership. Until a vacancy is filled, a
majority of the remaining Board members shall constitute a
quorum for the transaction of business at any meeting.
- Annual Meetings. The Executive Board shall have at least
one annual meeting. No notice is required provided all Board
members are present or those not present have waived or
thereafter waived notices thereof.
- Executive Board Meetings. Regular meetings of the
Executive Board shall be held at such time and place as fixed
by vote of the Board, and if so fixed, no notice there of need
be given. A quorum shall be five (5) members.
- Emergency Meetings. Emergency meetings of the Executive
Board may be held when called by the President or requested in
writing by a majority of the Board members.
- Notice of Emergency Meetings. Notice of the time and place
of emergency meetings of the Executive Board shall be given by
written communication sent to each board member at this or her
last known address not less then three (3) days before the day
on which the meeting is to be held; or shall be convey to each
Board member personally, or by telephone or telegram not less
than twenty-four (24) hours before the time fixed for the
meeting. Such emergency meetings shall be held at such time
and place as the notice thereof shall specify.
- Action Without a Face-to-Face Meeting. The Executive Board
may act without a face-to-face meeting by communications
(including telephone conference calls, electronic mail, and
postal services) executed by a majority of all the Board
members provided all Board members are notified in a timely
manner. Such action shall have the same force and effect as
action taken at a meeting of the Board members at which a
quorum was present and voting. The secretary shall file such
writing with the records of the meetings of the Executive
Board.
- Officers. The officers of the Academy shall also act as
the officers of the Executive Board.
- Resignation. Any Board member may at any time resign by
delivering his or her resignation in writing to the Academy at
its principal office or to the President or Secretary. Such
resignation shall be effective upon receipt and acceptance
thereof shall not be necessary to make it effective unless it
so states.
ARTICLE V
OFFICERS
- Enumeration. The Officers of the Academy shall be a
President, a President-Elect, a Treasurer, a Secretary and a
Past —President.
- Election. All officers shall be elected by the members
according to the procedures stated in Article VI, following,
of these Bylaws. No person shall hold more than one office
simultaneously. All officers shall serve from January 1 of the
year following their election until December 31 of the year of
completion of their term of office. Officers must be voting
Members of the Academy.
- President. The President of the Academy shall be
responsible for administration of the Academy’s business and,
when present, shall preside at all sessions of the Executive
Board and meetings of the membership. The president shall have
general management of the affairs of the Academy, and is
subject to the general executive charge and control for
management, and, subject to the control of the Executive
Board, and shall perform all duties ordinarily incident to
such office, and such duties as the Executive Board shall from
time-to-time designate. The President, in consultation with
the Executive Board shall appoint committees as prescribed in
Article VII of these Bylaws. The President shall serve a term
of two (2) years. A person who has served as President shall
not be eligible for nomination to President-Elect for a period
of five (5) years after completion of his/her term as
President.
- President-Elect. The President-Elect shall assist the
President and shall perform the duties and responsibilities of
the President if the office is vacated. The President-Elect
shall be elected in accordance with Article VI of these
Bylaws. The President-Elect shall serve a term of two (2)
years.
- Secretary. The Secretary shall keep a record of the
membership of the Academy, minutes of meetings of the
membership and the Executive Board, shall perform the duties
ordinarily incident to the office and shall maintain such
other duties and have such other powers as the Executive Board
shall from time-to-time designate. A temporary Secretary shall
be chosen by the Executive Board to perform these duties in
the absence of the Secretary. The Secretary shall be elected
in accordance with Article VI of the Bylaws. The Secretary
shall serve a term of two (2) years. A person shall serve no
more than two (2) consecutive terms as Secretary.
- Treasurer. The Treasurer shall, except as otherwise
ordered by the Executive Board, keep or cause to be kept in
the books belonging to this Academy with complete and accurate
accounts of all moneys, funds, and property of the Academy,
and of all disbursements, resources and liabilities of the
Academy, and shall have the care and custody of the money,
funds, valuable papers, documents, securities of the Academy.
The Treasurer shall maintain the membership list. The
Treasurer shall collect dues and disburse funds of the Academy
according to the direction of the Executive Board at the
meetings of the Board, or whenever they may require it,
correct statements showing the financial condition of the
Academy. The Treasurer shall have and exercise, under the
supervision of the Executive Board, all powers and duties
ordinarily incident to such office in similar corporations;
provided, however, that no promissory note or bond shall be
given in the name of the Academy unless previously authorized
by vote of the Executive Board, and in such case the same
shall be signed by the Treasurer and countersigned by the
President. The Treasurer shall, when required by the Executive
Board, file with the Academy a bond in such form and amount,
and with such sureties, as may be approved by the Board,
conditioned for the faithful performance of the duties as
Treasurer. The Treasurer shall be elected in accordance with
Article VI of these Bylaws. The Treasurer shall serve a term
of two (2) years. A person shall serve no more than two (2)
consecutive terms as Treasurer.
- Past-President. Upon the expiration of his or her term,
the President shall assume the office of Past President for a
term of two (2) years. The Past President serves as the Chair
of the Nominating Committee during that two (2) year term.
- Executive Director. An Executive Director, a Business
Manager, or similar agent may be appointed by the Executive
Board and shall serve as the chief administrative officer of
the Academy and as Assistant Secretary and Assistant
Treasurer. He or she shall be responsible for the performance
of the duties of the principal office and all other employees
and shall serve ex officio on all committees and boards
of the Academy unless otherwise stipulated.
- Vacancies and Removal. If the office of any officer
becomes vacant by reason of death, resignation, removal, or
otherwise, a successor or successors, who shall hold office
for the unexpired term shall be chosen in accordance with
Article IV, Section 4.5. of these Bylaws. The members, at any
meeting called for the purpose of a vote of a majority of the
members of the Academy, may remove from office any officer of
the Academy and elect a successor.
- Resignation. Any officer may at any time resign by
delivering his or her resignation in writing to the Academy at
its principal office or to the President or Secretary. Such
resignation shall be effective upon receipt and acceptance
thereof shall not be necessary to make it effective unless it
so states.
ARTICLE VI
Elections
The Nominating Committee, Chaired by the Past President, shall
submit a slate of at least two candidates for each position of
Officer or Executive Board member of the Academy to the membership
by mail twelve (12) weeks prior to the year’s annual meeting. The
membership may write to the chair of the Nominating Committee
giving the names of members whom they wish to add to the slate.
Such nominations must be postmarked no later than at least eight
(8) weeks prior to the annual meeting. Those members receiving at
least five (5) nominations from voting members of the Academy, and
who give their consent, will be added to the slate of candidates.
The full slate of candidates will be returned to the membership
for formal mail ballot. Ballots must be returned to the Chair of
the Nominating Committee, or the President, with postmarks at
least ten (10) days prior to the annual meeting. The candidates
receiving the plurality of the vote shall be elected to the
office. Results of regular elections shall be announced at the
Annual Meeting.
ARTICLE VII
Committees
The following standing committee chairs shall be appointed by
the President with the approval of the Executive Board. The terms
of members of standing committee shall be adjusted so that not all
members retire in one (1) year. All members of the Nominating,
Membership, and Education and Standards Committees shall be voting
members of the Academy. Both voting Members and Associate Members
may be appointed to all other committees. Committee members shall
ordinarily serve for a two (2) year period; the chair and members
may be re-appointed to succeed themselves. In the case of a
resignation of death, a committee member or chair may be selected
by the President.
- Nominating Committee. The Nominating Committee shall
consist of the immediate Past President, as chair, and two (2)
additional members who are not members of the Executive Board
and who will not be eligible for election to any office in the
Academy during their terms of appointment on the Committee.
- Membership Committee. The Membership Committee shall
consist of a chair and four (4) additional members. The
Membership Committee shall review all applications for
membership and shall approve for membership those persons
meeting the requirements for the type of membership for which
they have applied.
- Meetings Committee. The Meetings Committee shall
coordinate the local arrangements and program for the Annual
Scientific Meeting, which is to be held in conjunction with
the general business meeting.
- Publications Committee. The Publications Committee shall
consist of a chair and additional members as deemed
appropriate. The Publications Committee shall publish
bulletins, newsletters, programs, abstracts of scientific
papers, directory of membership, or other publications as the
Executive Board shall authorize.
- Professional Affairs Committee. This committee shall
consist of a chair and additional members as deemed
appropriate. The Professional Affairs Committee shall make
recommendations to the Executive Board regarding advancement
of the professional practice of speech-language pathology with
patients with neurologic communication disorders. This
Committee will also initiate and maintain liaison with other
professional associations and relevant consumer organizations
as requested by the Executive Board.
- Education and Standards Committee. This Committee shall
consist of a chair and additional members as deemed
appropriate. The Education and Standards Committee shall make
recommendations regarding the education, training and
continuing education of speech-language pathologists providing
speech-language pathology services to persons with neurologic
communication disorders.
- Scientific Affairs Committee. This Committee shall consist
of a chair and additional members as deemed appropriate. The
Scientific Affairs Committee shall make recommendations to the
Executive Board concerning the advancement of science and
research in speech-language pathology with patients with
neurologic communication disorders. The Scientific Affairs
Committee shall, upon request, recommend members of the
Academy to advise foundations and federal agencies about
support of research and education in speech-language pathology
with patients with neurologic communication disorders.
- Honors Committee. This committee shall consist of a chair
and additional members as deemed appropriate. The Honors
Committee shall determine appropriate means of recognizing
individuals who have made significant contributions in the
area of neurologic communication disorders and sciences and
shall recommend to the Executive Board persons to receive such
recognition.
- Ad hoc Committees. The President may appoint, subject to
the approval of the Executive Board, special ad hoc committees
from time —to-time as the President deems necessary to conduct
the affairs of the Academy. Members of such committees shall
be appointed for two (2) year terms and no more that two (2)
consecutive terms. The activities of these committees shall be
reviewed by Executive Board on an annual basis, and a specific
committee may be dissolved when a majority of the Executive
Board considers it no longer essential.
ARTICLE VIII
Certification
- Composition of Certification Board. The Certification
Board shall consist of no more than nine (9) members including
a chair or no more than two (2) co-chairs. All members of the
Certification Board must hold Board Certification in
Neurologic Communication Disorders (BC-NCD). The Certification
Board must consist of members who hold BC-NCD for Adults and
members who hold BC-NCD for Children. The members shall serve
staggered three (3) year terms. No member of the Executive
Board may serve concurrently on the Certification Board.
Members may not serve consecutive terms, unless otherwise
designated by the Executive Board.
- Duties. The Certification Board shall be responsible for
implementing the Academy’s program of Board Certification in
Neurologic Communication Disorders (BC-NCD). The Certification
Board may make recommendations to the Executive Board for
changes in the requirements for Board Certification. Executive
Board approval of such changes shall require a majority vote.
The Certification Board shall be responsible for
independently and confidentially implementing the Academy’s
program for Board Certification in Neurologic Communication
Disorders. With approval of the Executive Board, the
Certification Board will determine the appropriate standards
and recommend changes in the standards and requirements of
Board Certification. Executive Board approval of such
standards, requirements, or changes shall require a majority
vote of the Executive Board. The Certification Board will
report to the Executive Board on its actions without reference
to the names of Certification applicants or candidates until
they have successfully completed Board Certification
processes. The actions and decisions of the Certification
Board related to the Certification applicants and candidates
are to be taken exclusively upon the authority of the
Certification Board. Such actions are not to be influenced or
determined by the Executive Board or any of its members in any
manner, other than in an advisory capacity upon the request of
the Certification Board. Executive Board approval for
Certification Board actions is required for expenditures and
fees.
ARTICLE IX
Dues and Fees
The amount of membership application fees, annual dues of
the membership and penalties of late payment, if any, shall be
determined by the Executive Board. Life Members shall be
exempt from paying dues except the portion covering
subscription to the Academy publications, if any.
ARTICLE X
Liquidation
Upon the dissolution of the Academy, the Executive Board shall,
after applying or making provision for the payment of all of the
liabilities of the Academy, dispose of all of the Academy’s assets
exclusively for the purposes of the Academy in such a manner or to
such organization or organizations organized and operated
exclusively for charitable, educational, religious, or scientific
purposes which shall at the time qualify as an exempt organization
or organizations under Section 501 (c) (3) of the Internal Revenue
Code of 1954 (or corresponding provision of any future United
States Internal Revenue Law), as the members of the Executive
Board shall determine. Any such assets not so disposed shall be
disposed by the court of jurisdiction exclusively for such
purposes or to such organization or organizations of said court
shall determine, which are organized and operated exclusively for
such purposes.
ARTICLE XI
Indemnification of Members of the Executive
Board, Officers, and Employees
Except as provided below, any Executive Board member, member of
the Certification Board and other agent of the Academy, shall be
indemnified in full by the Academy against expenses, including
attorney’s fees, and against the amount of any judgment, money
decree, fine or penalty, or against the amount of any settlement
deemed reasonable by the Executive Board, necessarily paid or
incurred by him/her in connection with or arising out of any claim
mane, or any civil or criminal action, suit or proceeding of
whatever nature brought against such person or in which such
person is made party, or in which such person is otherwise
involved by reason of being or having been a Board member or agent
of the Academy. Such indemnification shall apply to any such
person even though at the time of such claim, action, suit, or
proceeding such person is no longer a board member or agent of the
Academy.
No indemnification shall be provided for any person with
respect to any matter as to which such person shall have been
adjudicated in any proceeding not to have acted in good faith in a
reasonable belief that such person’s action was in the best
interest of the Academy. If such person has not been so
adjudicated, such person shall be entitled to indemnification
unless the Executive Board decides that such person did not act in
good faith in the reasonable belief that the action was in the
best interest of the Academy. Expenses incurred of the character
described in the preceding paragraph may, with the approval of the
Executive Board, be advanced by the Academy in advance of the
final disposition of the action or proceeding involved, whether
civil or criminal, upon receipt of an undertaking by the recipient
to repay all such advances in the event such person is adjudged
not be have acted in good faith in the reasonable belief that
his/her action was in the best interest of the Academy or in the
event the Executive Board decides that such person is not entitled
to indemnification. Any rights of indemnification hereunder shall
not be exclusive, shall be in addition to any other right which a
board member or agent may have or obtain, and shall accrue to such
person’s estate.
ARTICLE XII
Amendments
Amendments to or repeal of any of these Bylaws may be proposed
by any voting Member or group of voting Members by submitting such
proposals to the Executive Board. Proposals for amendments
submitted by individual voting Members or less than ten (10)
voting Members need the endorsement of the Executive Board and
shall be considered at the next regular meeting of the Executive
Board. Amendments may be proposed by a member of the Executive
Board and submitted to the entire Executive Board for endorsement
before submission to the voting membership for approval.
Proposals made by ten (10) or more voting members shall be
submitted directly to the membership. Proposed amendments shall be
submitted in writing to the entire membership of the Academy no
later than sixty (60) days after endorsement by the Board or after
submission to the Secretary, if the submission is made by ten (10)
or more voting members. At least thirty (30) days shall elapse
between the submission of such a proposal to the membership and
counting of the ballots on the proposal. A two third (2/3) vote of
those voting Members casting ballots shall be required for the
adoption of an amendment. Notification of the outcome of voting on
proposed amendments shall be made by the Secretary as soon as
possible.
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