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International Association of Audio Information Services By-laws As revised June 3, 2000
ARTICLE I
NAME
The name of the
organization shall be the INTERNATIONAL ASSOCIATION OF AUDIO INFORMATION
SERVICES. It shall be incorporated as a
non-profit organization. ARTICLE II PURPOSE The purpose of
this organization shall be to: · encourage and support the establishment
and maintenance of radio reading and other information access services for
individuals who cannot read conventional print because of blindness or any
other visual, physical, or learning disability; · encourage radio reading and other
information access services to operate within guidelines for good practice as
adopted by this organization; · promote sharing of programming and other
information which will mutually benefit member services and promote the
interest of member services with both governmental and private entities; · and do any other lawful thing to
stimulate and facilitate the growth of radio reading and other information
access services. ARTICLE III MEMBERSHIP 3.1 Voting
Members Radio reading
and other information access services which broadcast or transmit programs
specifically designed for and primarily directed to individuals who cannot read
conventional print because of blindness, or any other visual, physical or
learning disability, shall be eligible for voting membership in this
organization. 3.2 Voting
Delegates Each voting
member in good standing shall be entitled to one vote for the purpose of
election of officers and Directors via a mail ballot as well as at the General
Assembly for purposes of voting on matters of policy, programs and amendments
to these bylaws and on other matters which require voting by the
membership. Each member shall certify
its voting delegate to the secretary of the Association upon payment of annual
dues for purposes of voting a mail ballot for the election of officers and
Directors. Each member shall certify
its official delegate to the Annual Conference with the Association by the
opening session of the Conference.
Certified delegates may include management, staff, volunteers and
listeners. Voting rights of certified
delegates may not be transferred or assigned and proxy voting shall not be
permitted. 3.3 Membership Dues Each voting
member shall pay annual dues in the amount to be determined by the Board of
Directors. Dues are payable upon
receipt of invoices at the beginning of the calendar year. In order to cast votes in both the mail
ballot for officers and Directors and on all matters that come before the
Annual Conference a member must have paid his/her dues. 3.4 Nonvoting, Associate or Sustaining
Members Any person,
organization, or corporation which is interested in the purposes of this
organization may become an Associate or Sustaining member and as such may
participate as a nonvoting member in the activities of this organization. Annual dues of the Associate or Sustaining
Members shall be fixed by the Board of Directors of this organization. 3.5 Ceiling on Dues of Voting and Associate Members Associate member
dues may not be greater than one-half the amount of dues for voting
members. There shall be no ceiling on
dues for sustaining members. ARTICLE IV OFFICERS The officers of
the organization shall consist of a President (serving as Chief Operating
Officer), a First Vice President, a Second Vice President, a Secretary, and a
Treasurer chosen from the roster of voting members in good standing and elected
by mail ballot in the spring prior to the convening of the Annual Conference. They shall serve for a term of two years
commencing at the conclusion of the Annual Conference, but not more than two
consecutive terms in the same office.
Any officer who ceases to represent a member service in good standing or
who fails to attend two meetings of the Board of Directors without valid reason
accepted by the President, shall be thereby disqualified from continuing to
serve as an officer. A vacancy in an
office shall be filled by the Board of Directors; a person elected to fill a
vacancy shall serve for the unexpired portion of the term of the officer whose
place he/she has been chosen to fill.
All officers shall perform the usual functions of their offices as
prescribed by Robert’s Rules of Order, Revised (latest edition). ARTICLE V BOARD OF DIRECTORS 5.1 Powers The Board of
Directors shall be the governing body of this organization between meetings of
the General Assembly, provided that it shall make no policy decision and take
no official action in conflict with existing decisions or actions of the
General Assembly. 5.2 Classes of Members of the Board of
Directors The Board of
Directors shall consist of no more than twenty (20)a members, as follows: (a) the five (5) elected officers and the
immediate past president; (b) nine (9) Member Directors who shall be elected
from the roster of voting members in good standing by mail ballot to be held in
the spring prior to the Annual Conference; (c) up to five (5) Public
Directors. No more than one
representative from each voting member service or outside organization may
serve as a member of the Board of Directors at the same time except for the
immediate past president. 5.3 Terms, Election, Disqualification,
Vacancies The term of
office for all Directors shall be three (3) years. No member shall serve more than two (2) consecutive terms in the
same position. Member Directors shall
be elected by simple majority vote of voting members. Public Directors shall be recommended for appointment by the
President and ratified by the full Board by simple majority vote. A member of the
Board who ceases to represent a voting member service, or who fails to attend
three (3) meetings of the Board of Directors without valid reason accepted by
the President, shall be thereby disqualified from continuing to serve on the Board
of Directors. The Board of
Directors shall fill a vacancy on the Board of Directors by election from the
roster of voting members; a person elected to fill a vacancy shall serve for
the unexpired portion of the term of the Board member whose place he/she has
been chosen to fill. All Board of
Directors members shall assume their duties immediately after the Annual
Conference. ARTICLE VI COMMITTEES 6.1 Executive Committee The Executive
Committee shall be the Officers, the Immediate Past President, and two (2)
Directors chosen by the Board of Directors.
The Executive Committee shall be empowered to act on urgent business
when and if convening the entire Board of Directors is impossible, or when a
delay in action would likely be detrimental for the organization. All decisions of the Executive Committee
must be ratified by the full board no later than at its next regularly
scheduled meeting. 6.2 Other Committees The President
shall be authorized to appoint standing committees, subject to approval of the
Board of Directors, and ad hoc committees as deemed necessary to further the
purpose of this organization. ARTICLE VII COMPENSATION No officer,
member of the Board of Directors, or member of any other committee of this
organization shall receive any salary, fee or other emolument from this
Association but may be reimbursed for actual expenses incurred in connection
with meetings or other business of the organization. ARTICLE VIII MEETINGS OF GENERAL ASSEMBLY 8.1 Annual Meetings The General
Assembly of this organization, which shall be composed of certified Voting
Delegates from the voting members, shall hold an Annual Meeting for the
consideration of annual reports, for the transaction of other business of the
organization, and for the conduct of professional and programmatic presentation
and workshops pertinent to the nature of the work of the Association’s
membership. 8.2 Special Meetings Special meetings
of the General Assembly may be called at any time by the Board of Directors of
its own accord and shall be called upon at the request of one-thire (33 1/3%)
of the voting members of the General Assembly at the time of the request. The specific purpose of a special meeting
shall be specified in the call for the meeting, and no other business may be
transacted at such special meeting. 8.3 Time, Place, and Notice of Meetings Annual and
special meeting places shall be set by the Board of Directors. The time of each Annual Meeting shall be
determined by the Board of Directors.
The time of a special meeting called by the Board of Directors shall be
determined by the Board of Directors.
The time of a special meting called by request of one-thire (33 1/3%) of
the voting members shall be set by those making the request. The Secretary, at the direction of the
President shall be responsible for sending notices of both Annual and special
meetings to all voting members not less than thirty (30) days before the date
of such meetings. Each meeting notice
shall state the place, day and hour of the meeting. The notice of the special meeting shall, in addition, state the
purpose or purposes for which the meeting is called. 8.4 Quorum and Chairmanship A majority of
the voting members shall constitute a quorum for the transaction of all
business at any regular or special meeting of the General Assembly, but any
l4esser number may adjourn any meeting from time to time until a quorum is
present. The President or, in his/her
absence, the First Vice President, shall preside over each business session of
the General Assembly. 8.5 Nominations The Nominating
Committee shall release to the membership a recommended slate of officers and
Member Directors via the mail during the month of December at which time the
Committee shall call for nominations from the voting membership. Any voting member in good standing may
nominate an individual who represents a voting member service in good standing
for any office or Member Director position.
Anyone nominated must give evidence of his/her association with a voting
member service as a manager, staff member, volunteer or listener. Nominations will be closed by February 15
and all nominations must be received by that date. The Nominating Committee will then publish a mail ballot listing
the nominees and a brief summary of the qualifications and position statements.
This ballot will be sent to all voting member services in good standing no
later than March 15 and completed ballots must be returned by April 15. ARTICLE IX MEETINGS OF BOARD OF DIRECTORS 9.1 Regular Meetings Regular meetings
of the Board of Directors shall be held immediately after each Annual Meeting
of the General Assembly and at such other times as the Board of Directors may
decide. 9.2 Special Meetings Special meetings
may be called by the President or seven (7) or more mbmers of the Board of
Directors. 9.3 Time, Place, and Notice of Meetings Meetings shall
be held at such location or locations as shall be determined by the Board of
Directors. The time of each regular
meeting shall be determined by the Board of Directors. The time of a special meeting called by the
President shall be determined by the President. The time of a special meeting called by other members of the
Board of Directors shall be determined by those calling the meeting. The Secretary, at the direction of the
President, shall be responsible for sending written notices of both regular and
special meetings to all members of the Board of Directors not less than fifteen
(15) days brfore the date of such meetings.
A meeting notice shall state the place, day, and hour of the meeting. 9.4 Quorum and Chairmanship A majority of
the members of the Board of Directors ahll constitute a quorum for the
transaction of all business at any regular or special meeting of the Board of
Directors. The President, or, in
his/her absence, the First Vice President, shall preside over each meeting of
the Board of Directors. 9.5 Voting and Proxies Each member of
the Board of Directors shall be entitled to one vote at any meeting of the
Board of Directors. Proxy voting shall
not be allowed. 9.6 Participation in Meetings Only members of
the Board of Directors shall be entitled to participate in the transaction of
business at a meeting of the Board of Directors. ARTICLE X PROCEDURE In the absence
of provisions contained herein, all proceedings of this organization shall be
governed by Robert’s Rules of Order, Revised (latest edition). ARTICLE XI AMENDMENTS These bylaws may
be altered, amended, or repealed, and new bylaws may be adopted, by the
affirmative vote of two-thirds (66 2/3%) or more of the voting members at an
Annual or special meeting of the General Assembly. Proposed amendments to these bylaws must be sent to the voting
members in writing at least 30 days prior to the convening of the General
Assembly, or any special meeting at which they are to be voted. ARTICLE XII DISSOLUTION In the event of
dissolution, any remaining assets of this organization shall be distributed to
one or more nonprofit organizations to be used for purposes consistent with the
purposes and objectives of this organization. End Revised June
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