a non-profit corporation
Bylaws and code of ethics
as adopted September 20th, 2000
Article I - Membership
A. Membership - Membership shall consist of two classes, voting members and associate members. Voting members shall consist of persons who are licensed and engaged (in or Nationally Board Certified) in the fitting and dispensing of hearing aids in the State of Arizona. The person must be of good moral character and must agree to abide by the Code of Ethics of said corporation and uphold its purposes. Associate members shall consist of persons interested in the promotion and advancement of hearing aid dispensing, that is, people associated with the industry but not licensed, or licensed but not engaged in fitting and dispensing. The person must be of good moral character and must agree to abide by the Code of Ethics of said corporation and uphold its purposes. Associate members will be admitted by application the same as voting members. Initiation fee and dues shall be established by the Board of Directors. Associate members will be liable for all special assessments and be required to abide by the by-laws of Hearing Healthcare Providers of Arizona, Inc. (“HHPA”). Associate members will have all the privileges of voting members except that of voting and holding office.
B. Application for Membership – Applicant must complete the application form in its entirety and submit the same to the Board of Directors of Hearing Healthcare Providers of Arizona, Inc. (“HHPA”). The Secretary of said organization shall inform the membership in writing of the prospective member. After fourteen days following the Secretary’s mailing the application notice, the application shall be acted upon. (Fourteen days allows ample time for comments in writing from the membership which shall be taken into consideration.) The Board of Directors shall determine through due diligence if any applicant for voting membership is following the Code of Ethics to qualify for membership in HHPA.
C. Dues and Assessments – The amount of the annual dues and any assessments to be levied, shall be established by the Board of Directors. Dues are payable annually in advance. If the dues or assessments of any member remains unpaid by January annual meeting, the membership shall automatically terminate by reason of such non-payment of dues or assessments. Members of the HHPA who are not certified by the International Hearing Society shall be subject to any assessment levied against this organization by the International Hearing Society.
D. Re-instatement of Membership - Membership terminated under Section C of this article may be re-instated if such member meets all the requirements for new membership as prescribed in Section A of this Article; except that in addition to such requirement, said member shall be required to pay all dues and assessments delinquent to his/her account at the time of termination.
E. Suspension or Revocation of Membership – Upon receipt of a complaint signed by two or more members charging a member of HHPA with violation of the Code of Ethics, the Board of Directors shall review said complaint, and by a majority vote may direct and require said member to appear before the board at a formal hearing, at least thirty days from the date of a notice in writing to such a member, to show cause why his/her membership should not be suspended or revoked. Following a hearing, the Board of Directors may suspend or revoke a membership by affirmative vote of four directors.
F. Meeting – Notice - Quorum - The annual meeting of HHPA shall be held on or before the third Saturday in January every year, at a place and time to be designated by the Board of Directors.
Special meetings of HHPA may be called by the President, or by a majority of the Board of Directors, and shall be called upon a written request of any three members of HHPA, duly filed with the Secretary stating the purpose of such request.
Except as may be required by law, the Articles of Incorporation or these by-laws, the Secretary shall mail notices of the annual meeting, at least thirty days in advanced of such meeting. The Secretary shall mail notices of any special meetings at least fourteen days in advance of such meeting. The Secretary shall state whether it is called upon the written request of members.
A majority vote of the members present shall be sufficient to carry any measure or resolution other than change to the by-laws or Code of Ethics.Continuing Education – Each voting member shall provide proof of eight hours continuing education credits each calendar year, or sixteen hours every two years to retain active membership status. Continuing education courses shall be approved by the National Institute membership status. This requirement may be waived for any member for reason of physical disability by a majority vote of the Board of Directors.
Article II- Board of Directors
A. Qualifications – All HHPA Officers must be Certified members of the International Hearing Society and at least 75% of the directors must be similarly certified.
B. Composition of the Board of Directors – The Board of Directors shall consist of the elected officers of HHPA and four directors. The directors shall consist of: the Immediate Past- President of HHPA and three directors elected form the membership. The officers and three directors elected from the membership shall be elected to serve two-year terms. The terms of the directors shall be staggered terms so that one director shall be elected one year, and two directors shall be elected the following year. Officers and directors shall be elected at the annual meeting of HHPA.
C. Meeting – Notices Quorum – The Board of Directors shall hold at least two mandatory meetings in each calendar year:
a. An organization meeting following the annual meeting of HHPA.
b. A meeting at least forty-five days prior to the one annual meeting of HHPA.
c. Special meetings of the Board of Directors shall be held as the President or any three directors may from time to time determine.
d. Notice. Except as many be provided by law, the Articles of Incorporation or these by-laws, the President or Secretary of HHPA, who shall also serve as Secretary of the Board of Directors, shall send notices of mandatory and special board meetings to the directors at their last known addresses at least five days prior to the date set for such meetings, except for the organizational meeting immediately following the annual meeting for which no notice shall be sent. Notice of special meetings shall set forth the purposes therefore, and if change in the by-laws or Code of Ethics is not proposed at a mandatory meeting of the board the notice shall so state in detail.
e. Quorum. Five directors shall constitute a quorum for the transaction of business and majority of the directors present at a meeting shall be sufficient to carry any measure or resolution; provide that an affirmative vote of the five directors shall be required to amend the by-laws, The Code of Ethics or to remove an officer or director.
Article III – Officers
A. Subordinate Officers, Etc. – In addition to the officers specifically provided for in the Articles of Incorporation, the Board of Directors may appoint such other officers as business of the HHPA may require, each of whom shall hold office for such a period, have such authority and perform such duties as are provided in the by-laws or as the Board of Directors may from time to time determine.
B. Removal and Resignation – Any officer may be removed, either with or without cause, by five of the directors at the time in office, at a regular or special meeting of the board, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board of Directors, President, or the Secretary of HHPA. Any such resignation shall take effect at any later time specified therein, and acceptance of such resignation shall not be necessary to make it effective.
C. President – The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the affairs of the corporation. He/she shall be ex-officio member of all the standing committees, including the executive committee, if any, and shall have general powers and duties of management usually vested in the office of President of corporation, and shall have such other powers and duties as may be prescribed by the board of directors or by the by-laws.
D. Vice-President – In the absence or disability of the President, the Vice-President shall perform all of the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or by the by-laws.
E. Secretary – The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of directors and membership, with the time and place of holding, whether regular or special, and if special, how authorized, the notice given thereof, the names of those directors and members present, the names of those present at the directors meeting, and the proceedings thereof.
F. Treasurer – The Treasurer shall keep and maintain, or cause to he kept and maintained, adequate and accurate accounts of the financial transactions of the corporation, including but not limited to accounts of its assets, liabilities, receipts, and disbursements. The books of account shall at all times be open for inspection by any director or member. The Treasurer shall deposit all monies and other valuables in the name of and to the credit of the corporation with such depositories as may be designated by the Board of Directors, he or she shall countersign all checks with such other director or directors as the board may specify, disburse funds of the corporation as may be ordered and approved by the Board of Directors. Furthermore, the Treasurer shall render to the President and directors when requested, an account of all his/her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall prepare an annual report at the end of every calendar year to be submitted at the annual meeting.
Article IV – Amendments
Amendments to these by-laws may be proposed by a petition signed by five members of the Board of Directors.
A majority vote of the total membership cast at any annual or special general meeting shall be necessary to amend these by-laws. Members who are not present may cast their vote by proxy. Such proxy votes shall be notarized and received by the Secretary prior to the start of the meeting during which a vote on a change to the by-laws is to be conducted.
All amendments to be proposed shall be sent to the Secretary of HHPA forty-five days before the time of the next annual or special general meeting of HHPA. The Secretary shall notify the members of the proposed amendments at least thirty days before the meeting. Such notices shall specify in detail the nature, purpose and sponsorship of such amendments.
Article V – Code of Ethics
The Code of Ethics of Hearing Healthcare Providers of Arizona, Inc. (“HHPA”) Shall be the published Code of Ethics of the International Hearing Society (“IHS”).
Article VI – Grievance Committee
The committee shall consist of five members to be appointed by the President at the annual meeting of the membership.
Duties: investigate and make recommendations in regard to any grievance as outlined by the Director of the Arizona Department of Health Services or his delegate or successor.
Investigate and make recommendations in regard to any complaint regarding a possible violation of the Code of Ethics.
Article VII – Rules and Procedures
The rules and procedures at meetings of the Board of Directors and meetings of HHPA shall be according to the “Robert’s Rule of Order”, so far as applicable and when not inconsistent with the rules and by-laws of HHPA.
The rules of the procedure may be suspended at any meeting by a majority vote of the members present.