The Florida Association of Speech-Language Pathologists and Audiologists is a registered 501(c)6 professional membership association. As such, the membership establishes bylaws for the governance of the association.
Florida Association of Speech-Language Pathologists & Audiologists, Inc.
As adopted by Membership May 27, 2017 at Annual Business Meeting
As adopted by Membership May 24, 2014 at Annual Business Meeting
As adopted by Membership May 25, 2013 at Annual Business Meeting
As adopted by Membership July 8, 2011, via Electronic Vote
Article I - Name
1.1 The name of this corporation shall be the Florida Association of Speech-Language Pathologists and Audiologists, Inc. d/b/a the Florida Association of Speech-Language Pathologists and Audiologists, Inc. (hereinafter referred to as "the Association").
Article II - Purpose
2.1 The purposes of the Association shall be to promote the study of basic and disordered processes related to human communication, swallowing, hearing, and balance; advance an appreciation, understanding and respect for the diversity of both those persons served and the scope of disorders evaluated and managed; stimulate the exchange of information among the membership and related professions; encourage the pursuit of professional growth and competency among the membership; advocate for both the prevention and treatment of communication (language, speech or hearing) and related (balance) disorders, and the rights of persons with these disorders; and advance the individual and collective professional interests of the members of the Association.
2.2 The mission of the Florida Association of Speech-Language Pathologists and Audiologists (FLASHA) is to:
· empower and serve audiologists and speech-language pathologists,
· advocate for these professionals and the individuals they serve,
· provide professional support, public awareness, and opportunities for professional growth, and
· promote professional standards in the field of communication disorders.
Article III - Official Association Year
3.1 The fiscal year shall be from June 1 to May 31.
Article IV - Membership
4.1.a Members must hold a minimum of: (1) a graduate degree with major emphasis in speech-language pathology, audiology, or speech, language, or hearing science; or (2) a graduate degree and present evidence of active research, interest, and performance in the field of human communication.
4.1.b Members must agree to abide by the Code of Ethics of the Association.
4.1.c Anyone who has held membership in the Association for fifteen consecutive years, is between sixty – sixty-five years of age and is presently retired from the practice of speech pathology or audiology will receive a fifty percent (50%) discount on membership dues.
4.1.c Anyone who has held membership in the Association for fifteen consecutive years, has attained the age of sixty-five, and is a current member in good standing shall, upon application, be awarded life 2
membership with all membership privileges as well as waiver of all subsequent dues and fees, excluding those for social events.
4.1.d Anyone who has held membership in the Association for five consecutive years and becomes totally disabled, upon application, may be awarded a waiver of dues. Appropriate documentation and evidence of disability may be requested in support of the application at the discretion of the Executive Board.
4.2 Membership Year
The membership year shall commence June 1 of each year and run through May 31 of the following year.
Article V – Associates
5.1 The following persons are eligible for Associate Membership:
5.1.a Individuals holding a Bachelor Degree or equivalent in Speech-Language Pathology or Audiology or holding a Florida certificate as a Speech-Language Assistant or Audiology Assistant.
5.1.b Students who are actively enrolled in a full-time program as degree-seeking students in a university or college program in Speech-Language Pathology or Audiology.
5.1.c Individuals who hold degrees in allied professions or are interested in the general area of language, speech, swallowing, hearing and/or balance.
5.1.d Individuals who hold Associate Membership may not vote, hold office or be eligible for life membership.
Article VI – Corporate Members
Corporate membership is available to entities interested in supporting the professions of speech-language pathology and audiology, but are not otherwise eligible for membership (e.g., rehab agencies, private practices, hospitals, product suppliers, etc.)
6.1.a Corporate Members shall be those organizations or companies which:
i. Are determined by the FLASHA Executive Board, in its sole discretion, to have met the requirements for membership in this Association, and;
ii. Are in conformance with the standards of ethical professional practice as established or adopted by the FLASHA Executive Board.
6.1.b Corporate Members shall have the right to hold an office on the FLASHA Executive Board. There will be on Vice President for Corporate Membership position on the FLASHA Executive Board.
6.1.c Corporate Members shall be entitled to the membership benefits as defined by the FLASHA Executive Board.
Article VII – Discrimination
7.1 "The Association shall not discriminate on the basis of race, national origin, religion, age, sex, sexual orientation, gender, gender identification, or handicapping condition." All programs and activities of the Association shall be conducted in furtherance of this policy. 3
Article VIII - Association Office
The Association shall maintain an Association Office or contract services with an organization which shall serve as the Association Office.
After prior review, the Executive Board shall select or renew contract services with an organization serving as the Association Office.
8.3 Executive Director
A representative of the Association Office (hereinafter referred to as "Executive Director") shall be appointed by the Executive Board and shall serve as an ex-officio, non-voting member of the Executive Board.
The Executive Director and/or management firm shall be responsible for all management functions as prescribed and reviewed by the Executive Board, including, but not limited to, maintaining and protecting the Association archives, complying with state and federal corporate and tax regulations, and recording and disseminating minutes. Such Executive Director and/or management firm shall have a contractual relationship with the Association, shall be reviewed by the Executive Board on a regular basis, and shall be subject to audit. The Board of Directors shall negotiate the duties, services, term, obligations, compensation, and other appropriate matters pertaining to the Executive Director and/or management firm.
Article IX – Publications
9.1 Official Publications
The Association shall: (1) produce at least one regularly scheduled publication that shall serve as the official organ of the Association and be known as the FLASHA Forum; and (2) create other publications recommended and approved by the Executive Board.
Article X - Officers
The Officers of the Association shall be:
President-Elect & Secretary/Treasurer
Immediate Past President
Vice President for Government Education
Vice President for Professional Practices in Speech-Language Pathology
Vice President for Professional Practices in Audiology
Vice President for Educational Services
Vice President for Continuing Education
Vice President for Convention
Vice President for Communications
Vice President for Membership Services
Vice President for Corporate Membership 4
10.2.a The President shall be the Chief Executive of the Association. It shall be the President's duty to preside over all official meetings of the Association and the Executive Board and to call special meetings of the Association, the Executive Board or any of its Committees.
The President shall serve as an ex-officio member of all Committees of the Association except the Committee on Nominations. The President shall not vote except to resolve a tie vote. This officer may, subject to ratification by the Executive Board, appoint ad hoc committees to carry out specific duties not provided for in the standing committees. Except for Executive Board members who shall be committee chairs by designation of the bylaws, the President shall designate Executive Board liaisons for the remaining standing committees and all ad hoc committees and workgroups.
The President shall, with the approval of the Executive Board, formally represent the Association in all official relationships with other organizations.
The President shall have served as President-Elect/Treasurer for a least one term prior to ascending to the position of President.
10.2.b The President-Elect & Secretary/Treasurer shall appoint, subject to the approval of the Executive Board, all chairs of Committees to serve during his or her year and shall assist the President in all matters concerning the Association and, in the event of vacancy of the office of President, shall assume the President's responsibilities.
In addition, the President-Elect & Secretary/Treasurer shall perform the duties of Secretary/Treasurer which shall include, but not be limited to, serving as the Chair of the Budget Committee, function as liaison with the Association Office with regard to budget and disbursement of Association monies, sign resolutions or other certified copies of acts of the Association, and attest to the signatures of others.
10.2.c The Immediate Past President shall be the Chair of the Committee on Nominations and shall serve as special advisor to the Executive Board. The Immediate Past President shall serve as a voting member on the Board of Trustees of the FLASHA Foundation. In the event the Immediate Past President is unable or unwilling to fulfill his or her term duties for the full term of the position, any previous Past President can be appointed by the Executive Board to fulfill the remaining term.
10.2.d The Vice President for Government Education shall be responsible for the coordination or participation in all activities related to legislative and government issues. These include Association lobbying; communication with the Association lobbyist and constituents; and educating the Executive Board, the membership and the general public.
10.2.e The Vice President for Professional Practices in Speech-Language Pathology shall be responsible for all activities related to professional practice, legislative and governmental issues related to the profession of Speech-Language Pathology. Members eligible for election to this position must hold credentials commensurate with the practice of the profession of Speech-Language Pathology. Members eligible to vote in the election of this position must hold credentials commensurate with the practice of the profession of Speech-Language Pathology
10.2.f The Vice President for Professional Practices in Audiology shall be responsible for all activities related to professional practice, legislative and governmental issues related to the profession of Audiology. Members eligible for election to this position must hold credentials commensurate with the practice of the profession of Audiology. Members eligible to vote in the election of this position must hold credentials commensurate with the practice of the profession of Audiology. 5
10.2.g The Vice President for Educational Services shall be responsible for all activities related to professional practices relevant to the provision of speech, language, swallowing, and hearing in educational setting, including legislative and governmental issues.
10.2h The Vice President for Continuing Education shall be responsible for all activities related to continuing education.
10.2.i The Vice President for Convention shall be the Chair of the Committee on Convention and shall be responsible for the planning and executing of the professional program and the local arrangements for the annual convention of the association.
10.2.j The Vice President for Communications shall be the Chair of the Committee on Communications and shall be responsible for the planning and coordination for publishing of the official publications of the association. The Vice President for Communications shall appoint assistant editors to represent the various professional and scientific interests within the Association subject to the approval of the Executive Board. The Vice President for Communications shall be responsible for activities and issues related to expanding the public relations and resources of the Association, as well as for overseeing the Association website.
10.2.k The Vice President for Membership Services shall be the Chair of the Membership Committee and shall be responsible for activities related to the recruitment, enrollment, and retention of Association members. In addition, the Vice President for Membership Services shall serve as liaison with the Association Office in maintaining a current membership list.
10.2.l The Vice President for Corporate Membership shall be responsible for all activities related to fostering and maintaining strong professional partnerships between the related and/or affiliated corporations that serve the industry and practitioners of speech-language pathology and audiology. He or she will serve as a liaison between FLASHA and the corporate community to ensure that future products, programs, and services developed by corporations are developed in tendem with input from the practicing SLF/audiologist community.
Article XI - Executive Board
Members of the Executive Board shall consist of the Officers of the Association.
An official meeting of the Executive Board shall be held each year at the time and place of the annual convention. The President may call additional meetings assembling members of the Executive Board in a common location or through telephone conference calls. A quorum shall consist of a majority of the members of the Executive Board, including the President. When it is impossible to gather a majority of the Board for meetings, business may be conducted by mail, by electronic mail, or by telephone/facsimile vote. In addition, business may be conducted through consent of the Executive Board members, but in each case via alternative modalities, all members of the Executive Board must vote.
11.3 Powers and Duties
The Executive Board has all the powers of a Board of Directors and is empowered to perform all such duties as are set forth in the Bylaws. Its activities shall be reported to the membership at the annual business meeting. 6
Article XII - Conditions of Service on Executive Board
12.1 Terms of Service
12.1.a The terms of service shall be as follows:
President – two years
President-Elect & Secretary/Treasurer - two years
Immediate Past President - two years
Vice President for Government Education - two years
Vice President for Professional Practices in Speech-Language Pathology - two years
Vice President for Professional Practices in Audiology - two years
Vice President for Educational Services - two years
Vice President for Continuing Education - two years
Vice President for Convention - two years
Vice President for Communications - two years
Vice President for Membership Services – two years
Vice President for Corporate Membership – two years
12.1.b An Executive Board Member shall serve no more than two consecutive terms in the same office, unless by appointment of the Executive Board. Exceptions to this policy shall require a formal motion and vote of the Executive Board minus the individual being considered for an additional term.
12.1.c All terms of service shall begin on June 1.
12.2 Removal from Service
Any elected or appointed Officer may be removed from service with or without cause by three-fourths majority vote of the officers present and voting at a convened meeting, provided that the notice of the meeting at which the removal is to be considered states such purpose.
If a vacancy on the Executive Board occurs, it shall be filled by election at the next annual meeting or next ballot. The Executive Board shall be empowered to appoint a person pro-tem to discharge the responsibilities of the office until the next annual business meeting or next ballot. If the appointee desires to place his/her name on the official ballot for that position, the term of office shall be the remaining duration of the election cycle of that board position. If the pro-tem appointment is for a period of one year or less, the appointee may run for that same office for two complete election cycles (i.e., total of four additional years) without special authorization from the Executive Board.
Article XIII - Elections
13.1 - Nominations
13.1.a There shall be at least one nominee for each office.
13.1.b Members of the Committee on Nominations shall be ineligible for nomination and also serve on the committee. If a member of the Committee on Nominations is nominated for office and accepts that nomination, then that individual must relinquish all committee responsibilities to another committee member or appointee by approval of the Executive Board.
13.1.c The Committee shall prepare a slate of candidates and submit it to the Executive Board for approval based on a timetable established by the Executive Board. 7
13.1.d The Chair of the Committee on Nominations shall coordinate with the Association Office to ensure that the slate of proposed nominees is sent to the membership, in hardcopy or electronic ballott submittal accompanied by an announcement of the opportunity for submitting additional candidates to the slate, based on a timetable established by the Executive Board. The announcement to the membership shall also contain the anticipated date when voting will begin.
13.1.e Additional nominations will be accepted under the following conditions:
13.1.e.(1) Fifteen voting members submit a signed request for nomination to the Chair of the Committee on Nominations;
13.1.e.(2) The request is accompanied by the nominee's signed statement of willingness to serve; and
13.1.e.(3) The request is accompanied by the nominee's professional resume or curriculum vitae.
13.1.f. Nominations shall be closed as of a deadline established by the Executive Board.
13.2 – Election Procedures
13.2.a Election of Officers shall be by paper or electronic ballot conducted by the Committee on Nominations.
13.2.b The Chair of the Committee on Nominations shall ensure dissemination of the ballot, including pertinent background information and professional credentials for each candidate, to the membership based on a timetable established by the Executive Board.
13.2.c The ballot shall be completed online or shall be returned by regular mail to the Chair of the Committee on Nominations by a deadline established by the Executive Board. Facsimile ballots will not be accepted.
13.2.d An Officer must receive a majority vote to be elected. A majority vote is one vote more than one half of all votes cast, which constitutes election. If a majority vote is not received on the first ballot, the two candidates with the most votes will be presented again on a second ballot. This ballot shall be returned to the Chair of the Committee on Nominations by a deadline established by the Executive Board.
13.2.e All candidates and the Executive Board shall be notified by the Chair of the Committee on Nominations of the results of the election immediately upon tabulation of votes.
13.2.f In May of each year the Chair of the Committee on Nominations shall submit to the Executive Board for approval and adoption a proposed production timetable for the nominations and elections process for the following year. Upon adoption by the Executive Board, this timetable shall automatically become a part of the FLASHA Policy Manual for the next twelve months and all parties shall comply with the deadline dates therein.
Article XIV - Dues
14.1 - Payment
The Executive Board shall set the annual dues of the Association. Dues are payable in advance for the membership year. All applications for membership or affiliate status shall pay a non-refundable application fee. 8
14.2 - Nonpayment
Membership or affiliate status shall be terminated when payment of dues has not been made within sixty days of the expiration date. Reapplying and paying the application fee and dues may reinstate persons whose membership has been terminated.
Article XV – Professional Standards
15.1 – Code of Ethics
The ethical conduct of the Association membership shall be consistent with the most recent version of the Code of Ethics of the American Speech, Language, Hearing Association.
15.2 – Rule and Law
The professional conduct of the Association membership shall be consistent with the most current version of the Florida Statute for licensure in Speech-Language Pathology or Audiology and accompanying administrative rules.
15.3 - Ethics Violations
Any member or affiliate who violates the Code of Ethics may be suspended or have membership terminated by a three-fourths vote of the Executive Board. Additional sanctions which can be recommended by the Committee on Ethical Practice include reprimand, censure or withholding, suspension or revocation of membership. All sanctions shall be described in the Ethical Practice Guidelines and shall be used by the Committee in the processing of alleged violations.
The Executive Board shall approve the Committee's recommendations and shall decide all appeals. The Executive Board shall disclose the final determination of the ethics violation to the appropriate regulatory, professional and consumer agencies, nationally and statewide.
15.4 - Reinstatement
A person whose membership has been suspended or terminated for a period of at least one year, may, upon application and with the recommendation of the Committee on Membership and Committee on Ethical Practice, be reinstated by a three-fourths vote of the Executive Board.
Article XVI - Standing Committees
16.1 - General Duties
The regular, continuing business of the Association shall be conducted by standing committees. The Chair of each committee shall prepare for the Executive Board reports of the committee's activities as directed by the President.
16.2 - Terms of Service
A standing committee Chair shall serve no more than two consecutive one-year terms as Chair unless special circumstances warrant further service and shall be approved by the Executive Board. Exceptions to this policy shall coincide with a member of the Executive Board who, by bylaws designation, is Chair of the committee. In that instance, the Chair shall remain Chair as long as that individual occupies the Executive Board position. 9
16.3 - Committee on Budget
The Committee on Budget shall consist, at a minimum, of the President, President-Elect & Secretary/Treasurer who shall be Chair, Vice President for Convention, Vice President for Continuing Education, Vice President for Communications, and Executive Director. Additional members may be designated by the Secretary/Treasurer upon consultation with the President. All members of the Committee on Budget shall be members of the Executive Board. This committee shall be responsible for the preparation and review of the annual budget, which shall be approved by the Executive Board. The budget will be reviewed a minimum of three times annually. Board approval shall be required for all expenditures not authorized in the budget.
16.4 - Continuing Education Committee
The Continuing Education Committee shall consist of the Vice President for Continuing Education who shall be Chair and additional members with representation from Audiology and Speech-Language Pathology. The function of this committee shall be to plan, oversee and evaluate the Association's continuing education activities. The Vice President for Continuing Education shall be charged with the preparation and timely submission of continuing education registrations/applications to the respective continuing education-granting entities. In addition, this committee shall plan, oversee, and implement continuing education meetings other than the Annual Convention. The Chair of the Continuing Education Committee shall coordinate with and/or use Association Office resources to arrange for meeting venues and other arrangements.
16.5 - Committee on Convention
The Committee on Convention shall consist of the Vice President for Convention who shall be Chair, the Vice President for Continuing Education and additional members, as required to discharge the duties of the Committee. This committee shall have responsibility for preparing the professional programs and making local arrangements for the annual convention, subject to Executive Board approval.
16.6 - Committee on Ethical Practice
The Committee on Ethical Practice shall consist of a Chair and four members. At least two shall be from the field of Speech-Language Pathology and at least one shall be from the field of Audiology. This committee shall be responsible for keeping the membership aware of the Code of Ethics and shall investigate alleged violations of the Code with the approval of the Executive Board. The results of any investigation shall be reported to the Executive Board.
16.7 - Committee on Honors
The Committee on Honors shall consist of a Chair who will be a Past President and four members, three of whom must be Past Presidents or previous recipients of the Honors of the Association. It shall be the duty of this committee to nominate members for Honors of the Association or for special recognition, and non-members for distinguished service awards. These nominations shall be submitted to the Executive Board for approval prior to the annual convention.
16.8 – Government Education Committee
The Government Education Committee shall consist of the Vice President for Government Education who shall be Chair, the Vice-President for Educational Services, and additional members with representation from Speech-Language Pathology and Audiology. The function of this committee shall be to advocate, coordinate and monitor all activities related to legislative, licensure, Department of Education certification and governmental issues. The Committee is also responsible for ensuring that the membership is made aware of legislative and regulatory trends and issues that will impact members of the Association. 10
16.9 – Multicultural Issues Committee
The Multicultural Issues Committee shall consist of a Chair and minimum of four additional members. The Committee shall provide information and education to the membership and general public regarding multicultural issues; serve in an advisory capacity to the Executive Board; advocate for best practices in speech-language pathology and audiology; and serve as liaison to other professional organizations in the area of multicultural issues.
16.10 - Committee on Nominations
The Immediate Past President shall Chair the Committee on Nominations and shall appoint four additional members. This committee shall prepare nominations and conduct the election of all Officers.
16.11 - Committee on Communications
The Committee on Communications shall consist of the Vice President for Communications who shall be Chair, with additional members as required. This committee shall be responsible for preparation and distribution of all official publications of the Association, for activities related to Public Relations and Resource Development, and for oversight of content on the FLASHA website.
Article XVII - Conventions
17.1 Conventions of the Association shall be held annually at a time and place determined by the Executive Board. The program for each convention shall include at least one business meeting of the Association.
Article XVIII - Rules of Order
18.1 The current edition of Robert's Rules of Order shall be the official guide in the order and conduct of the meetings of the Association. The President may appoint a parliamentarian to assist in the conduct of all business meetings.
Article XIX - Quorum
19.1 For issues requiring a vote of the general membership, a minimum of ten (10) percent of the voting membership shall constitute a quorum. With the exception of Executive Board business, Association business conducted by written or electronic ballot shall not be valid unless a minimum of at least ten (10) percent of the voting membership casts ballots within the time period stipulated for voting.
Article XX - Amendments or Revisions
20.1 Revision to these Bylaws will require membership approval by paper or electronic ballot
20.2 Amendments or revisions to Bylaws may be initiated by the Executive Board or in a written proposal by any ten members. Proposed amendments or revisions shall be subject to review but not denial by the Executive Board prior to presentation electronically or at the annual business meeting. A majority vote, conducted electronically or at any duly convened business meeting shall be necessary for adoption, providing a quorum of the membership is present or participating.
Article XXI - Resolutions
The Executive Board shall formulate rules and policies to implement the intent of these Bylaws. The Association Membership shall be informed of all changes in rules or policies. 11
Article XXII - Regulatory Agency
No part of this Association's earnings shall inure to the use or benefit of an individual. The Association shall not engage in any activities, which are not permitted by the IRS Section 501(c)(6).
Article XXIII – Limitations of Liability and Indemnification
23.1 - Limitation of Liability
Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, director, agent or employee of the Association shall be liable for the acts or failure to act on the part of any other member, officer, director agent or employee of the Association, nor shall any member, officer, director, agent or employee be liable for his act or failure to act under this Chapter and Bylaws except for acts or omissions arising from his willful misfeasance.
23.2 – Indemnification
The Association shall indemnify and hold harmless each officer, director, agent or employee from and against all claims and liabilities, whether the same are settled or proceed to judgment to which sum capacity or capacities heretofore enumerated or by reason of any action alleged to have been theretofore hereafter taken or omitted by him in such capacity, and shall reimburse (to the extent not otherwise reimbursed) each such person for all legal and other expenses, including the cost of settlement reasonably incurred by him in connection with any such claim, liability, suit, action or proceeding, provided, however, that no such person shall be indemnified against or be reimbursed for liabilities, costs or expenses incurred in connection with any claim or liability or treatise or prospective thereof based upon or arising out of his own willful misconduct or gross negligence in the performance of his duties. The right accruing to any person under the provisions of this section shall not exclude any other rights to which he may be lawfully entitled, nor shall anything herein contained restrict the right of the Association to indemnify or reimburse such person in any case, even though not specifically herein provided for.