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The International Association of Laryngectomees By-Laws 2015

Article I - Name

The name of this organization shall be the International Association of Laryngectomees and is also referred to as the IAL or the Association in these Bylaws.

 Article II - Purpose

The purpose of this organization shall be as follows:

A. To stimulate, support and improve the relations among persons who, due to the removal of the larynx because of cancer or other reasons, have lost their natural voices.

B. To encourage and maintain an exchange of ideas and methods for the learning and teaching of alaryngeal methods of communication.

C. To improve the understanding of employers about cancer in general and cancer of the larynx in particular, so that laryngectomized persons may retain or obtain employment after surgery.

D. To publish and disseminate helpful information for the better rehabilitation of those who have undergone a laryngectomy.

Article III - Relationship with Other Organizations

The IAL, an independent association, is pledged to cooperate with organizations such as The American Cancer Society, its Divisions and Units, and all other medical organizations and foundations dedicated to the elimination of cancer as a major health problem. Agreements or relations with outside organizations or individuals committing IAL to a course of action are prohibited without prior approval of the Board of Directors.

Article IV - Members

The Association shall be open to persons regardless of national origin, race, creed, sex or age.

Section 1. Classification.

The Association shall establish the following membership classifications and members shall have all the rights and privileges of the Association except as otherwise specified in these Bylaws.

A. Qualified Individual Clubs and Recognized Organizations.

1. Regional Organizations shall:

a) establish Bylaws and/or constitution;

b) elect officers;

c) have Board of Directors’ approval for membership.

2. Club or Regional Organization members with paid dues shall be designated an IAL member.

3. Delegates of these clubs and organizations shall comprise the voting body of the Association and shall be laryngectomees..

B.  Members-at-Large.

Laryngectomees, significant others, speech professionals and health care professionals residing in remote areas from an IAL club, may join IAL as Members-at-Large.

1. Members-at-Large dues shall be one-half the rate of an individual club with the least membership;

2. Members-at-Large shall not be eligible to serve as Delegates at the Annual Meeting;

3. Members-at-Large shall not be eligible for elected office.

C.  Student Member.

 Student members shall include undergraduate or graduate (Masters or Doctoral) enrolled in a professional program of study involving some area associated with laryngectomy and/or laryngectomee rehabilitation (e.g., Speech-Language Pathology, Nursing, Physiotherapy, Social Work, etc.).

1. Annual dues of Student Members shall be $15;

2. Student Members shall not be eligible to serve as Delegates at the Annual Meeting;

3. Student Members shall not be eligible for elected office

D. Professional Members.

Professional members include those who hold professional certification or licensure in a professional area that is associated with laryngectomy and/or laryngectomees rehabilitation (e.g., Speech-Language Pathology, Nursing, Physiotherapy, Social Work, etc.).

1.Annual dues of Professional Members shall be $35;

 2.Professional members shall not be eligible to serve as Delegates at the Annual Meeting;

3.Professional Members shall not be eligible for elected office.

E.  Associate Member.

The Board of Directors may authorize Associate Memberships to suppliers, manufacturers, health care organizations and service companies who provide medical support to laryngectomees.

1.Annual dues of Associate Members shall be determined by a recommendation of the Bylaws and Procedures Committee and approval of the Board of Directors. Annual dues shall be no less than the maximum club membership dues;

2.Associate Members shall not be eligible to serve as Delegates at the Annual Meeting;

3.Associate Members, if requested, may serve on committees.

Section 2. Annual Dues and Annual Meeting Delegates.

Annual dues and number of Delegates assigned to the Annual Meeting for Member Clubs and Regional Organizations shall be as follows:

01-10 members                    $ 25.00 per year             1 Delegate

11-20 members                    $ 45.00 per year             2 Delegates

21-30 members                    $ 70.00 per year             3 Delegates

31-40 members                    $ 90.00 per year             4 Delegates

41-50 members                    $ 110.00 per year           5 Delegates

51-60 members                    $130.00 per year            6 Delegates

61 plus members                  $175.00 per year            8 Delegates

Regional Organizations         $175.00 per year            8 Delegates

1.  The number of Delegates is limited to eight (8) for Clubs or Regional Organizations, regardless of size or location;

2.  Foreign exchange dues problems shall be negotiated by the Finance Committee on an individual basis, subject to approval by the Board of Directors;

3.  Annual dues are due January 1 and delinquent April 15. Voting rights shall be suspended until dues are received. Member clubs or organizations shall be dropped from membership if dues are unpaid after one year.

4.  In February the Treasurer will notify delinquent clubs or organizations of their status.

Section 3. Charter Standards.

On January 1 of each year, Charter Standards shall be sent to each member organization to be acknowledged and accepted in writing for the organization to become a qualified member.

A. Member organizations shall observe and comply with the provisions of the Bylaws of the IAL and with such resolutions as may be made from time to time by the Association’s Board of Directors.

B. Each member organization shall operate under its own bylaws, insofar as there is no conflict with the Bylaws of the IAL.

C. Each member organization shall strive to maintain an effective, active program.

D. Each member organization shall cooperate with the medical profession.

E. Each member organization shall cooperate with quasi-medical agencies and organizations whether they are public, private or government, if they are able to assist in the total rehabilitation of laryngectomees.

F. Each member organization shall cooperate with recognized cancer-fighting organizations, such as the American Cancer Society, in the overall fight against cancer.

G. Each member organization, whenever possible, shall provide transportation for patients to training centers for the teaching of alaryngeal speech.

H. Each member organization shall strive for the following committee structures:

1. Professional Advisory Committee

2. Patient Visiting Committee

3. Public Information Committee

4. Rehabilitation Committee

Article V – Annual Meeting 

Section 1 – Date, Location and Notice.

A. The Annual Meeting of the Association shall be held between April 15 and September 15 at a location and on a date selected by the Board of Directors.

B. Notice of the date, time and location shall be sent by the Secretary to each member organization no less than forty-five days prior to the start of the Annual Meeting.

C. Proposed Bylaw amendments, slate of candidates for the election of Officers and Directors, and changes in the Charter Standards shall accompany the official notice of the Annual Meeting.

Section 2. Voting.

A. Club Delegates, members of the Board of Directors and Regional Organizations shall be eligible to vote at the Annual Meeting. No member may serve as a Delegate from more than one (1) Club or Regional Organization, and is only entitled to one (1) vote.

B. There shall be no voting by proxy.

Section 3. Quorum.

A quorum for the Annual Meeting shall be six-tenths (60 per cent) of the registered Delegates. Each Qualified Member Organization shall be entitled to the number of Delegates outlined in Article III, Section 2. Annual Dues and Annual Meeting Delegates.

Section 4. Postponement of an Annual Meeting.

In the event of an emergency, the Board of Directors, by a two-thirds (2/3) vote, may postpone or cancel an Annual Meeting. Members shall be notified of the postponement or cancellation in a manner determined by the Board of Directors to be fair and reasonable under the circumstances.

Section 5. Waiver of Notice.

Attendance at the Annual Meeting shall waive the requirement notice.

Article VI - Officers

Section 1 – Elected Officers.

The Officers of the Association shall be President, Vice President, Secretary and Treasurer. The elected officers shall be laryngectomized members of the Board of Directors.

Section 2. Duties of Officers.

Elected officers shall perform the duties provided in this Section and such other duties as are prescribed for the office in these Bylaws or in the adopted Parliamentary Authority.

A. The President shall:

1.be the Chief Executive Officer of the Association;

2.call and preside at all meetings of the Board of Directors and the Annual Meeting;

3.call emergency or special meetings of the Association Delegates, the Board of Directors, or Committees as necessary;

4.appoint all Members and Chairmen of Committees except the Nominating Committee, the Annual Meeting Committee and Finance Committee;

5.serve as ex-officio member of all committees except the Nominating Committee;

6.serve as Vice Chairman of the Annual Meeting Committee;

7.accept resignations of any Officers, Directors, Chairmen and Members of Committees, and notify the Board of Directors and the Chairman of the Nominating Committee of all vacancies;

8.propose changes to the budget at the Interim Board of Directors Meeting, or via electronic mail at other times during the fiscal year. The Board of Directors may approve, modify or disapprove proposed changes.

B. The Vice President shall:

1.Perform the duties of the President in the absence or unwillingness of that officer;

2.transact the financial affairs of the Association should the Treasurer become unable to function until the office is filled. While serving in this capacity, the bonding requirements and duties shall be the same as that of Treasurer;

3.Serve as Chairman of the Annual Meeting Committee;

4.Serve as an ex-officio member of all committees except the Nominating Committee;

5.Conduct other official duties as directed by the President or Board of Directors.

C. The Secretary shall:

1.Give, or cause to be given, all required notices of all Meetings of Club Delegates and the Board of Directors;

2.Record proceedings of the Meetings of the Club Delegates and the Board of Directors in books maintained for that purpose;

3.Maintain and publish the official membership roll of the Association;

4.Conduct other official duties as directed by the President or Board of Directors.

D. The Treasurer shall:

1.Maintain custody of all monies, valuable papers and documents of the Association, and place the same for safekeeping in depositories designated by the Board of Directors;

2.Disburse the funds of the Association as directed by the Board of Directors providing proper vouchers are received for such expenditures;

3.Keep, or cause to be kept, accounting and financial records setting forth the receipts, expenditures, assets, liabilities, losses and gains of the Association. The Treasurer shall have the authority to obtain outside resources to maintain financial records, with the approval of the Board of Directors;

4.Present a statement of the financial condition of the Association as directed by the President or the Board of Directors;

5.Provide a fidelity bond for the term of office in the amount of at$2,000.00 in excess of the highest anticipated level of funds in all accounts. The cost of the fidelity bond shall be borne by the Association;

6.Submit accounting and financial records for a financial review annually. The financial review shall be completed within 120 days after the conclusion of the fiscal year. The financial review shall be mailed to the members of the Board of Directors, Administrative Manager and posted on the website of the IAL. The cost of the financial review shall be borne by the Association;

7.Serve as Chairman of the Finance Committee;

8.Receive and acknowledge in writing all contributions, donations, etc. to the Association;

9.Develop, with input from the President, the Administrative Manager, and the Voice Institute Director, a Budget for the fiscal year. The budget shall be in a line item form and presented to the Board of Directors for approval;

10. Conduct other official duties as directed by the President or Board of Directors.

Section 3 - Election of Officers.

A.

1.Candidate shall have attended at least one (1) Annual Meeting prior to eligible for election;

2.Candidate shall be in attendance at the Annual Meeting for name appear on the ballot;

3.Should English not be the candidate’s primary language, they provide an interpreter at their own expense.

B. Election

1.The Nominating Committee shall have sent a slate of nominees qualified member organizations no less than forty-five days (45) prior to the Annual Meeting. Additional nominations may be made from the floor;

2.Officers shall be elected at the Annual Meeting (by a majority vote, except if there are three or more candidates for any office, the elections shall be by plurality vote) and assume office after installation.

C. Term of Office.

1.The term of office shall be two (2) years or until their successors have been elected; no candidate will be elected until they are first qualified as specified in these Bylaws;

2.In the event the office of Secretary or Treasurer is not filled by election, the one currently in office may serve an additional term or terms;

3.Officers are eligible for election for two additional terms. After two additional terms, officers are not eligible to serve again in the same office until after two consecutive years have elapsed.

D.

1.A vacancy in the office of President shall be filled by the Vice-President;

2.The new President shall appoint a Vice-President within thirty (30) days with the approval of the Board of Directors;

3.The President, in consultation with the Board of Directors, may fill other vacancies until the next Annual Meeting.

4.Officers serving one-half or more term shall be considered served a full term.

Article VII - Board of Directors

Section 1. Composition and Authority.

A. The Board of Directors shall be composed of the Officers and five "5" Directors who have been nominated and elected (at the Annual Meeting) three "3" of whom shall be laryngectomees.  Directors shall be members of a qualified laryngectomee organization.  A Director elected to fill an unexpired term shall be entitled to complete that term and to run for his own complete term of office.

B. The Board of Directors shall have full power and authority in all activities and property of the Association.

Section 2. Directors.

A. Eligibility

1.All potential Directors who are laryngectomees shall belong to a qualified IAL member organization to be eligible for election. If, during the tenure of office, the qualified organization is no longer affiliated with the Association, a Director may complete the term.

2.Directors shall belong to an IAL organization, or be associated with an IAL organization if not a laryngectomee.

B. Nominations

1.The Nominating Committee shall nominate one or more candidates to fill the slate that shall be sent to qualified IAL Clubs and Organizations, and posted on the website no less than forty-five (45) days prior to the Annual Meeting. Additional nominations may be made from the floor;

2.An individual seeking nomination from the floor shall be present and shall advise the Chairman of the Nominating Committee of their intent and willingness to serve no less than twenty-four (24) hours in advance of the Annual Meeting;

3.To be considered for nomination from the floor as a Director, an individual shall also submit an application to the Nominating committee along with a letter of endorsement from the Club or IAL organization to which they belong;

4.If the nomination is withdrawn, an individual may not be nominated at the Annual Meeting except by a two-thirds (2/3) vote of the Delegates.

C. Election.

       Directors shall be elected by a majority vote at the annual Meeting and shall be

       present at the meeting unless excused by the Board of Directors.

D. Term of Office.

The term for a Director shall be two (2) years and a Director may serve an additional two (2) terms. After two (2) years has elapsed, an individual may be nominated to serve again on the Board of Directors.

Section 3. Immediate Past President.

The Immediate Past President shall be eligible to serve as a voting member on the Board of Directors for the first two (2) years.

Section 4. Meetings.

Annual Meetings of the Board of Directors shall be held prior to and following the Annual Meeting of the Delegates. The meeting shall be at the same place as the Annual Meeting unless otherwise ordered by the Board of Directors.

A. There shall be an Interim Meeting of the Board of Directors at the site of the next Annual Meeting or via electronic means, the date to be established by the Board of Directors;

B. Special meetings of the Board of Directors shall be called by the President upon the request of a majority of the members of the Board of Directors.

1. Notice and purpose of special meetings shall be sent to the membership and posted on the website no less than five (5) days prior to the meeting;

2. Special meetings may be held by electronic means (e-mail, telephone) as outlined in Article X Section 2;

3. Announcement of action(s) taken at a special meeting shall be posted on the website five (5) days of the meeting;

4. Minutes of a special meeting shall be posted on the website within fourteen (14) days of the meeting;

5. Records of a special meeting shall be kept on portable electronic discs.

 C. Notice of meetings of the Board of Directors shall be given no less than ten (10)  days stating the time and place along with a tentative agenda.

Section 5. Standing Rules.

The Board of Directors may adopt Standing Rules that are not inconsistent with these Bylaws.

Section 6. Executive Session.

Executive Session meetings of the Board of Directors may be called by a majority to conduct business where only members are present. Others may be specifically invited to attend Executive Session. Minutes shall be taken by a member of the Board of Directors or another specified individual. Minutes shall be approved only in Executive Session, sealed and maintained in a locked file at the Headquarters of the IAL.

Section 7. Quorum.

A majority of the members of the Board of Directors shall constitute a quorum.

Section 8. Informal Action.

Any action required by law to be taken at a meeting of the Directors, or any action that may be taken at a meeting of Directors may be taken without a meeting or completed by electronic mail if approved by two-thirds majority of the Board of Directors. If consent is received in writing, via electronic mail, setting forth the action and approved by two-thirds of the members of the Board of Directors. Notice of any action shall be posted on the IAL website within seven days.

        Article VIII - Employees

The Board of Directors shall have authority to hire employees or to enter into contract with others as necessary to fulfill the purposes of the Association.

 Article IX - Committees

Standing or Special Committees may be created by the Board of Directors. The Composition, term and duties shall be outlined at the time the committee is created.

Section 1. Standing Committees.

The Standing Committees of the Association shall be Nominating, Bylaws and Procedures, Finance, Speech Standards, Rehabilitation & Medical Affairs, Public Affairs, and Annual Meeting. The purpose of the Standing Committees shall be to carry out the regular and continuing business of the Association. Standing Committees shall be responsible to the Board of Directors.

Section 2. Members.

The Chairman of each Standing Committee, except the Nominating Committee, may appoint additional members with the approval of the President. The Chairman and Vice Chairman shall be members of the Board of Directors; however, non-Board members with expertise in appropriate areas may be appointed to Standing Committees.

Section 3. Composition and Duties.

A. Nominating Committee shall:

1. be composed of five (5) members including the Immediate Past President, and four (4) other members of the Board of Directors selected and approved by the Board of Directors;

2. Prepare a slate of nominees, with a biography and photograph in time for the slate to be sent to Member Clubs and posted on the website no less then forty-five (45) days prior to the Annual Meeting.

B. Bylaws and Procedures Committee shall:

1. Prepare Standing Rules governing Association’s procedure;

2. review proposed amendments to the Bylaws submitted to the Association’s Board of Directors or Member Clubs;

3. distribute credentials to Club Delegates at a designated place and time prior to the Annual Meeting to observe and regulate the Annual Meeting of Club Delegates;

4. facilitate the seating of the Delegates in a specific area at the Annual Meeting;

5. propose Code of Ethics for members of the Association and review changes submitted by an Officer, a Director or a Member Club;

6. proposed amendments to the Bylaws shall include a rationale (of 250 words or less) and forwarded to the Secretary. The Secretary shall send the proposed amendment(s) to Member Clubs and post on the Association website no later than forty-five (45) days prior to the Annual Meeting;

7. present proposed Bylaw amendments at the Annual Meeting to be debated and voted upon prior to the election.

C. Finance Committee shall:

1. be composed of five (5) members; the Treasurer shall serve as Chairman;

2. recommend financial policies for the Association to the Board of Directors for approval;

3. assist in the preparation of the budget;

4. review the annual financial statements of the Association and make recommendations to the Board of Directors.

D. Speech Standards Committee shall:

1. Be responsible for formulating for approval of the Board of Directors, official policies of the Association regarding relations with organizations of a medical or quasi-medical nature that may assist in the speech development of laryngectomees, for furthering the opportunities of laryngectomees to obtain instructions in alaryngeal speech, to advance the ability and knowledge of instructors, and make recommendations to carry out these objectives to the Board of Directors.

2. Designate one member for each of the following areas:

a. IAL Voice Institute;

b. Directory of Instructors of Alaryngeal Speech;

c. Speech Therapy at the Annual Meeting.

E. Rehabilitation and Medical Affairs Committee shall:

1. Include one or more members of the medical profession who need not be a member of the Association, a member club or member organization;

2. be member(s) of the medical profession and shall be responsible for advising the committee and the Board of Directors on matters relating to the medical profession and the practice of medicine pertaining to the total rehabilitation of laryngectomees;

3. inform and advise the Association on current trends in laryngectomee medical procedures, first aid, safety, public education and public information;

4. review and revise printed films and videotaped material containing the name of the Association, or bearing the IAL logo, in order to provide conformity with current trends in laryngeal surgery and first aid methods;

5. work closely with the Public Affairs Committee and the Speech Standards Committee, and utilize outside expertise when necessary.

F. Public Affairs Committee shall:

1.explore programs and projects designed to improve communication skills and lead to the total rehabilitation of laryngectomees;

2.be responsible for the content of the IAL News.

G. Annual Meeting Committee shall:

1. be composed of the Association’s Vice President, Chairman; the Association President, Vice Chairman; current Host Club Chairman; Host Club Chairman for the following year; Supervisor of Speech Therapy and the Director of the IAL Voice Institute;

2. plan and implement the program for the Annual Meeting;

3. advise and assist the Host Club.

ARTICLE X - Electronic Communications and Meetings

Section 1. Communication.

Unless indicated otherwise in these bylaws, all communication, including meeting notices may be sent electronically.

Section 2. Electronic Meetings.

The Board of Directors, special and standing committees are authorized to meet by electronic means so long as all members may simultaneously hear each other and participate during the meeting. Minutes shall record the action taken in electronic meetings and, after approval; the minutes are placed in the permanent file of minutes in the headquarters office.

Article XI - Discipline

Section 1. Censure, Suspension or Expulsion.

After written notification a member may be censured, suspended, or expelled from membership by the Board of Directors based on the following reasons:

A. Disregard for the purpose of the Association;

B. Violations of the Code of Ethics of the Association;

C. Violations of the bylaws of the Association;

D. Conduct prejudicial to the welfare or purposes of the Association.

Section 2. Complaint.

A signed, hard copy of a complaint about a member shall be sent to the Board of Directors. After review, the Board of Directors may pursue a resolution of the complaint on their own or make the decision to appoint an investigative committee to further investigate the charges against a member, carefully following the procedures in Robert’s Rules of Order. The committee shall report to the Board of Directors only. Investigations by the Board of Directors or investigative committee shall be held in confidence in Executive Session.

Section 3. Decision.

If the Board of Directors decides to take action on a complaint, or do so upon receipt of the investigative committee report, a decision shall be made by a two-thirds (2/3) vote of the total membership of the Board of Directors. The member shall be notified by a hard copy with delivery verification required of the decision of the Board of Directors.

Section 4. Reconsideration.

A member censored, suspended or expelled from the Association may, within thirty (30) days, request reconsideration by the Board of Directors. After receipt of the Board of Directors’ decision on reconsideration, the member may, within thirty (30) days, request a hearing before the Board of Directors at its next regular meeting.

Article XII – Fiscal Year

The fiscal year of the Association shall be from January 1 to December 31.

Article XIII - Association Honors

A person who has rendered outstanding service to the IAL, on nomination of the Board of Directors or the Nominating Committee, may be elected as an Honorary Life Member of the Association at an Annual Meeting.

Article XIV - Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.

Article XV – Amendments of Bylaws

Section 1. Amendments.

A. Proposed amendments may be submitted by the Board of Directors or any Club Member.

B. Proposed amendments shall be submitted to the Bylaws and Procedures Committee for review before forwarding to the Secretary.

C. The Secretary shall send proposed amendments to Member Clubs no less then Forty-five (45) days prior to the Annual Meeting.

D. Adopted amendments shall be effective immediately upon adoption unless a proviso is adopted for a specific date.

 Article XVI – Dissolution

In the event of dissolution of the IAL, all funds and assets shall be distributed by grants to qualified non-profit organizations to the extent they have participated in and supported IAL programs and objectives for the rehabilitation of laryngectomees.