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. INTERNATIONAL
LISTENING ASSOCIATION
CONSTITUTION AND BYLAWS
Appendix
B: The Constitution and By-Laws Documents
Appendix C: Recommended
Constitution Changes
Appendix D: Elements
Moved to By-Laws
Revised
March, 1990 (Indianapolis, IN); March, 1991 (Jacksonville,
FL); March, 1995 (Little Rock, AR); March, 1996 (Sacramento,
CA); March, 1998 (Kansas City, MO); March, 1999 (Albuquerque,
NM); March, 2000 (Virginia Beach, VA); March, 2001 (Chicago,
IL); March, 2002 (Scottsdale, AZ); March, 2004 (Fort Myers,
FL); April, 2006 (Salem, OR).
ARTICLE
I - NAME
The name of the association shall be the International Listening
Association, herein referred to as the Association.
ARTICLE
II - PURPOSE
The purpose of the Association shall be to promote the study,
development, and teaching of effective listening in all settings
and the practice of effective listening skills and techniques.
The purpose of the Association shall be accomplished in the
following ways:
1. the Association shall establish a network of professionals
committed to promoting the study and development of effective
listening;
2. members shall exchange information by sharing teaching
objectives, learning activities, promotional methods and materials,
and additional professional experiences;
3. members are encouraged to pursue listening research as
listening affects humanity on multi-levels of economics, education,
race, culture, and international relations;
4. members shall pursue management strategies and efforts
promoting effective listening in government and business
ARTICLE
III - MEMBERSHIP
Section 1. Membership in the Association shall be open to
any individual interested in furthering the purposes of the
Association.
Section 2. Categories
A. Regular. A person shall become a Regular Member upon filing
an application and paying the annual dues of the Association.
A person may join the Association for a two-year period and
receive a discount, determined by the Executive Board, over
the entire cost of the dues.
B. Student. A temporary regular membership shall be available
to persons who are enrolled as full-time students in an accredited
institution of higher learning. Such membership shall be limited
to a maximum of five years although the Executive Board may
consider individual waivers for an extension of eligibility
for student status. Acceptance of the application shall result
in a fifty percent reduction in the annual dues set for a
Regular Member.
C. Founding. Any member who joined the Association during
the first year and has maintained membership in the Association
from that time forward shall be listed in the annual Convention
Program each year as a Founding Member.
D. Sustaining. Any Regular Member who pays annual dues to
the Association at a rate established by the Executive Board
for Sustaining Members shall be listed in the Convention Program
for that year as a Sustaining Member and shall receive all
benefits designated by the Executive Board.
E. Organizational. Any Regular Member who pays annual dues
to the Association at the rate established by the Executive
Board for organizational members shall be listed in the Convention
Program for that year as an Organizational Member and receive
all benefits designated by the Executive Board.
F. Lifetime. Any Member who pays a one-time fee, or a greater
fee prorated over a five-year period that is reviewed and
set by the Association on the recommendation of the Executive
Board, shall be listed in all future Convention Programs as
a Lifetime Member. An asterisk shall be placed beside the
names of Lifetime members who are deceased. Each Lifetime
Member shall be entitled to a reduction in the Annual Convention
fee.
G. Honorary. Upon the recommendation of the Executive Board,
Honorary membership may be conferred upon an individual by
the Association. Only a person who has made significant, worthy,
and ongoing contributions to the objectives of the Association
shall be considered for Honorary membership. Honorary Members
shall receive all the rights and privileges of Regular Members
and shall be exempt from the payment of regular dues.
H. Emeritus. Any retired person who has been a member of the
Association for at least five years may become an Emeritus
Member upon filing an application and paying the annual dues
of the Association. Acceptance of the application shall result
in a 50% reduction in annual dues set for a Regular member.
The Executive Board may consider waiving the five-year membership
requirement.
Section 3. Dues. Annual dues shall be payable in advance for
one year. Annual dues shall be reviewed and set at the Association’s
Annual Convention upon the recommendation of the Executive
Board. Memberships begin on the 1st of the month following
receipt and are good for twelve months.
Section 4. Standing of Members. Membership reviews shall be
completed quarterly. Any member whose dues are delinquent
shall be removed quarterly from the roll of active membership,
with consequent loss of all privileges. Such member may be
reinstated upon full payment of dues for the year in which
the reinstatement is made. Membership may also be suspended
or revoked upon the recommendation of the Executive Board,
and by a majority vote of the Association at its next Annual
Convention. Such action shall be taken only for cause and
shall be subject to the right of the member in question to
present a defence in writing or in person.
ARTICLE
IV - OFFICERS
Section 1. Officers. The officers of the Association shall
be the President, First Vice-President, First Vice-President
Elect, Second Vice-President, Secretary, three Members-at-Large,
and one Student Board Member. Any member in good standing
is eligible for election as an officer of the Association.
Section 2. Term of Office. The President, First Vice-President,
First Vice-President Elect, and Immediate Past President shall
serve a one-year term. At the end of the President’s
term, the President will serve as the Immediate Past President
for a one-year term. The First Vice-President automatically
shall become President for a one-year term after the President’s
term has expired. The First Vice-President Elect automatically
shall become First Vice-President for a one-year term after
the First Vice-President’s term has expired. Members-at-Large,
the Second Vice-President, the Secretary, and the Student
Board Member shall each serve a two-year term.
Section 3. Time of Assuming Office. Each newly elected officer
shall assume duties at the final session of the Association’s
Annual Convention and shall serve for the duration of the
elected term or until a successor can assume the office.
Section 4. Before accepting nomination for an office, nominees
must agree, at their own expense to:
1. Fulfill all duties and responsibilities of the office as
outlined in the Bylaws.
2. Attend and participate in the Executive Board Meetings.
Any officer who does not fulfill the responsibilities of the
office in the judgment of the remaining Executive Board members,
may be dismissed and replaced by an Association member appointed
by the Executive Board. An elected Board member shall be removed
from office if he or she misses two Board meetings within
his or her tenure unless excused by the Board by a majority
vote.
Section 5. Duties of Officers
President
1. Shall preside at the Annual Convention of the Association.
2. Shall represent the Association at official functions.
3. Shall serve as Chair of the Executive Board.
4. Shall coordinate the activities of the Executive Board
as the officers carry out their designated responsibilities.
First Vice-President
1. Shall perform all duties of the President in the event
of the President’s absence.
2. Shall become President for the unexpired term should the
office of the President become vacant. In such a case, the
First Vice-President shall also serve the next year as President.
3. Shall be Chair of the Annual Convention Program Committee
and manage all designated Annual Convention responsibilities.
4. Shall serve on the Publications Committee.
First Vice-President Elect
1. Shall perform all duties of the First Vice-President in
the event of the First Vice-President’s absence.
2. Shall become First Vice-President for the unexpired term
should the office of the First Vice-President become vacant.
In such a case, the First Vice-President Elect shall also
serve the next year as First Vice-President.
3. Shall assist the First Vice-President as requested.
4. Shall select the Annual Conference theme for the year serving
as First Vice-President.
5. Shall make the Call for Papers for the Annual Convention
in which he or she serves as program planner.
6. Shall become First Vice-President after one year.
7. Shall serve as Co-chair of the Financial Review Committee
along with the Secretary.
8. Shall serve as Co-Chair of the Bylaws Revision Committee
along with the Secretary.
9. Shall serve as chair of any summer conference approved
by the Executive Board.
Second Vice President
1. Shall chair the Membership Committee.
2. Shall assume the responsibility of facilitating regional
meetings approved by the Executive Board.
Secretary
1. Shall keep minutes of all membership and Executive Board
meetings.
2. Shall serve as Co-Chair of the Financial Review Committee
along with the First Vice-President Elect.
3. Shall serve as Co-chair of the Bylaws Revision Committee.
4. Shall, with the Vice President Elect, notify the general
membership of the proposed by-law changes at least 30 days
prior to the annual convention.
5. Shall forward the by-law changes approved by the general
membership to the Executive Director within 30 days after
the annual convention.
Immediate Past President
1. Shall serve as a voting member of the Executive Board.
2. Shall perform duties assigned by the President.
Section 6. Members at Large.
Member-at-large #1
1. Shall serve as Chair of the Public Relations Committee.
2. Shall be responsible for the internal and external public
relations and publicity efforts of the Association.
3. Shall attend all Public Relations committee meetings.
4. Shall serve on the Publications Committee.
Member-at-large #2
1. Shall seek out Special Projects ideas from the members
and confer with the President.
2. Shall assist in any Special Projects designated by the
President.
3. Shall provide any other assistance requested by the Executive
Board.
Member-at-large #3
1. Shall serve as Coordinator of Global Outreach and attend
all Global Outreach meetings.
2. Shall coordinate the Association’s global efforts.
3. Shall coordinate with the Publications Committee to ensure
a global presence in the organization’s publications.
ARTICLE
V - EXECUTIVE BOARD AND COMMITTEES
Section 1. Executive Board. The Executive Board of the Association
shall consist of the President, First Vice-President, First
Vice-President Elect, Second Vice-President, Secretary, Immediate
Past President, three Members-at-Large, and a student member.
Should a vacancy on the Board occur, except for the office
of the President, the Executive Board shall select another
member of the Association to fill the unexpired term by a
majority vote of the remaining Executive Board members. The
Executive Director, Editor of the Listening Post, Editor of
the International Journal of Listening, Editor of The Listening
Professional and the Association’s Web Editor shall
be nonvoting members of the Executive Board. A majority of
the voting members of the board constitutes a quorum of the
board.
Section 2. Student Board Member
1. Shall hold a student’s status when elected.
2. Shall serve a two-year term.
3. Shall perform duties as assigned by the President.
4. Shall coordinate the Association's student related activities.
Section 3. Committees.
1. The association shall have the following standing committees
chaired as set forth:
Program Planning, First Vice President; Membership, Second
Vice President; Financial Review, First Vice President Elect
and Secretary, Co-Chairs; Bylaws Revision, First Vice President
Elect and Secretary, Co-Chairs; Public Relations, Member-at-Large
#1; Special Projects, Member-at-Large #2; Global Outreach,
Member-at-Large #3; Nomination, Committee-Elected Chair. The
chairs of the Standing Committees appointed by the President
are: Archives, Awards, Business, Curriculum/Assessment, Elementary/Secondary,
Local Arrangements, Research, and Site Selection.
2. The Executive Board shall have the authority to establish
any other committees deemed necessary for the welfare and
growth of the Association. Additional committees may be instituted
by a majority vote of the membership present at any regular
or special meeting of the Association.
3. A Nominating Committee shall be elected at the business
meeting of the Association during the Annual Convention. The
Nominating Committee shall consist of five individuals, no
two of whom may reside in the same state. The Nominating Committee
shall be composed of one each from the interest groups of
business, education, and research, as well as one member to
represent international members and one member selected at
large, nominated from the floor, and elected by the membership
in attendance at the annual convention. No member may be elected
to two consecutive terms on the committee. An effort shall
be made to provide that at least one of the members resides
outside of the United States. The Nominating Committee will
nominate one candidate for each expired term of office or
vacancy for election at the Annual Convention of the Association.
At least thirty days prior to each convention, information
about the candidates shall be mailed to the membership. Members
of the Association may make additional nominations from the
floor. Members of the Nominating Committee may not be nominated
for Executive Board Office while serving on the Nominating
Committee.
4. The chairs of the Research, Business, Curriculum/Assessment,
and Elementary/Secondary Committees shall be elected by their
members and confirmed by the President in the following manner.
Each year a chair elect shall be elected by the committee
to serve as chair during the following year. This member’s
name shall be reported to the President for confirmation.
The Chair Elect shall perform the duties assigned by the committee
and the chair. During the initial year the committee will
elect both a chair and a chair elect.
5. The chairs of the Archives, Awards, Local Arrangements,
Site Selection, and Publications Committees shall be appointed
in the following manner. Each year the new President shall
appoint a Chair Elect for each of these committees. The Chair
Elect shall serve as the committee chair the following year.
During the initial year the President shall appoint both a
chair and a chair elect.
6. Association members may express interest in becoming members
of the Research, Business, Curriculum/Assessment, and Elementary/Secondary
Committees either by attending the meeting of the committee
at the convention or by requesting of the President that they
be placed on that committee. The President shall appoint the
committee members within one month of the annual convention.
The President shall designate the total number of committee
members, which may vary from year to year, and the number
will be designated at the President’s discretion.
7. Membership on the Awards, Local Arrangements, Site Selection,
and Publications Committees is arranged by Presidential appointment.
a. The Publications Committee shall be comprised of the Web
Editor, Listening Post Editor, The Listening Professional
Editor, the International Journal of Listening Editor, Member-at-Large
Public Relations, First Vice-President, and two additional
members.
8. Duties of the chairs of the Research, Business, Curriculum/Assessment,
and Elementary/Secondary Committees.
a. Report committee election results to the President no later
than April thirtieth or the date designated by the President.
b. Report the committee activities for the previous term to
the President by March first or the date designated by the
President.
c. Report the names of those attending the committee meeting
and its plans for the following year to the president by April
thirtieth.
d. Serve as a member of the Convention Program Committee for
the following year.
e. Appoint a program subcommittee for the following year’s
convention. The function of this committee is to encourage
programs proposal submissions.
f. Facilitate pre or post convention conferences for the following
year.
9. Duties of the chair of the Awards Committee.
a. Facilitate the work of the committee
b. Solicit nominations for the awards
c. Make arrangements for the production of the award plaques,
etc. with the Executive Director
d. Make arrangements for delivering the awards with the First
Vice President and the Executive Director.
10. Duties of the Chair of the Local Arrangements Committee.
a. Obtain a list of Responsibilities from the Executive Secretary
b. Work with the First Vice President and Local Arrangements
Committee in fulfilling these responsibilities
11. Duties of the Chair of the Site Selection Committee.
a. Facilitate the committee’s research of potential
sites and Local Arrangement chairs three years in advance
of the associated convention
b. Report the recommendations of the committee to the President
12. Duties of the Chair of the Publications Committee.
a. Facilitate the work of the committee.
b. Ensure consistency of the Association’s image and
messages through its printed and electronic publications.
Section 4. Business Between Meetings. The President is authorized
to consult the Board through communication channels inclusive
of all forms of information technologies. All such decisions
and/or actions shall be recorded by the Secretary and presented
to the Board for approval at its next official meeting.
Section 5. Financial Review Committee. The Executive Board
shall appoint a Financial Review Committee from among the
membership, which will meet prior to the business meeting
at the Annual Convention to review documents and records of
all financial transactions and to certify their accuracy to
members of the Association. The Secretary and First Vice President
Elect shall serve as the Co-Chairs of this committee.
Section 6. Executive Director. The Executive Director shall
be appointed by the Executive Board and shall be a nonvoting
member of the Executive Board. The duties of the Executive
Director shall be as follows:
1. Shall arrange for an office to be established including
Association materials, stationary, computer equipment, files,
and any other items deemed necessary to conduct the business
of the Association.
2. Shall conduct the daily business of the Association.
3. Shall be responsible for all financial matters of the Association,
including the receiving and recording of dues, donations,
and other monies receivable; shall expedite payments of the
bills of the Association and render an annual accounting to
the Association.
4. Shall accept members into the Association upon payment
of dues.
5. Shall maintain an up-to-date membership list and shall
produce and distribute the Membership Directory.
6. Shall prepare a proposal for the annual meeting recommending
the activities to be undertaken during the coming year. Such
proposals should be consistent with the level of income being
realized and projected for the coming year.
7. Shall aid in organizing and conducting the Annual Convention,
including coordinating with the First Vice-President on convention
planning, and any other duties necessary to assure a successful
convention.
8. Shall sign all official financial documents of the Association.
9. Shall be bonded under a security protection service purchased
by the Association, while serving as Executive Director.
10. Shall send copies of the Association’s bank checking
statements to the Secretary and the First Vice-President Elect,
Co-Chair of the Financial Review Committee.
Section 7. International Journal of Listening Editor. The
International Journal of Listening Editor shall be appointed
by the Executive Board from a list of interested members in
good standing presented by the President and shall be a nonvoting
member of the Executive Board. Duties of the International
Journal of Listening Editor are:
a. Shall serve a three-year term as Editor and a fourth year
as Editor Consultant to the Incoming Editor.
b. Shall appoint an Editorial Board to assist in selecting,
editing, and publishing scholarly writing.
c. Shall be responsible for making final decisions to meet
established publication deadlines.
d. Shall publish the number of International Journal of Listening
issues per year as approved by the Executive Board.
e. Shall confer with the President and Executive Board on
selection of a qualified International Journal of Listening
Business Manager.
f. Shall work closely with the International Journal of Listening
Business Manager to promote the marketing and distribution
of the Journal.
g. Shall work closely with the President and Executive Board
in matters pertaining to the successful publication of the
International Journal of Listening.
Section 8. Listening Post Editor. The Listening Post Editor
shall be appointed by the Executive Board from a list of interested
members in good standing presented by the President and shall
be a nonvoting member of the Executive Board. Duties of the
Listening Post Editor are:
a. Shall serve a three-year term as Editor and a fourth year
as Editor Consultant to the Incoming Editor.
b. Shall be responsible for making final decisions to meet
established publication deadlines.
c. Shall publish the number of Listening Post issues per year
as approved by the Executive Board.
d. Shall work closely with the President and Executive Board
in matters pertaining to the successful publication of the
Listening Post.
Section 9. Web Editor. The Web Editor shall be appointed from
a list of interested members in good standing presented by
the President and shall be a nonvoting member of the Executive
Board. Duties of the Web Editor are:
a. Shall serve a three year term as Web Editor and a fourth
year as Consultant to the in-coming Web Editor.
b. Shall confer with a Publications Committee for matters
relating to website content and format.
c. Shall be responsible for making final decisions regarding
website content and format.
d. Shall update the website on a regular basis.
e. Shall work closely with the President and Executive Board
in matters pertaining to the successful online publication
of the website.
Section 10, The Listening Professional Editor. The Listening
Professional Editor shall be appointed from a list of interested
members in good standing presented by the President and shall
be a nonvoting member of the Executive Board. Duties of The
Listening Professional Editor are:
a. Shall serve a three year term as The Listening Professional
Editor and a fourth year as Consultant to the in-coming The
Listening Professional Editor.
b. Shall confer with the Publications Committee for matters
relating to The Listening Professional content and format.
c. Shall be responsible for making final decisions regarding
The Listening Professional content and format.
d. Shall serve on the Publications Committee.
ARTICLE
VI - LIMITS
Section 1. Net Earnings. No part of the net earnings of the
Association shall inure to the benefit of, or be distributable
to its members, Executive Board officers, or other private
persons, except that the Association shall be authorized and
empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the
purposes set forth in ARTICLE II hereof.
Section 2. Official Sanction. No member shall officially represent
the Association or use the Association symbols without the
sanction of the Executive Board.
Section 3. Official Activities. The Association shall not
participate or intervene in any political campaign on behalf
of any candidate for public office, including the publication,
distribution or endorsement of campaign literature. Notwithstanding
any other provision of these Bylaws, the Association shall
not carry on any other activities not permitted to be conducted:
(a) by a corporation exempt from Federal Income Tax under
Section 501 (c) (3) of the Internal Revenue Code of 1954 as
amended, or any similar law of the United States of America
enacted at some future time; or (b) contributions to which
are deductible under section 170 (c) (2) of the Internal Revenue
Code of 1954, as amended, or any similar revenue law of the
United States of America enacted at some future time.
ARTICLE
VII - ASSOCIATION MEETINGS
Section 1. Annual Convention. The Association shall meet in
full convention annually with location and date of the convention
to be determined by the Executive Board.
Section 2. Special Meetings. Special meetings of the Association
shall be called as needed by the majority vote of the Executive
Board. The Board also is required to call a special meeting
upon receipt of a petition signed by ten percent of the active
membership.
Section 3. Quorum. A quorum shall consist of ten percent of
the active membership of the Association.
Section 4. Mail Ballot. Providing a quorum has been declared,
the Association, by a two-thirds vote of the members present,
shall have the power to call for a mail ballot of the entire
membership as a way of deciding an important issue. A majority
of the votes cast at the time designated, not to be less than
thirty days from the date of mailing, shall constitute the
desire of the membership and shall be binding on the Association.
Section 5. Proxies. Active members, unable to attend an annual
or special Association meeting, may, by sending a signed statement
to the Association Second Vice-President, designate another
active member to serve as proxy. A proxy holder may cast as
many votes by proxy as the number of designated proxies held.
Section 6. Parliamentary Authority. All official meetings
of the membership of the Association shall be conducted according
to the most recent edition of Robert’s Rules Of Order,
Newly Revised, which shall be the parliamentary guide when
not in conflict with these bylaws. The presiding officer shall
appoint a Parliamentarian to advise the Chair and the assembly
at each Annual Convention.
Section 7. The Association’s use of the term “regional”
also includes and encompasses those geographic areas which
are located outside of the United States.
ARTICLE
VIII - AMENDMENTS
Section 1. Origin. Amendments to these Bylaws shall be proposed
by the Executive Board, or by a petition signed by ten or
more active members. Proposed amendments shall be mailed to
the membership at least thirty days before the Annual Convention.
Section 2. Vote. These Bylaws shall be amendable by a two-thirds
vote of the active members voting at the Annual Convention
providing a quorum has been declared. These Bylaws may be
amended by a mail ballot as authorized in ARTICLE VII, Section
4.
ARTICLE
IX - DISSOLUTION
In the event of the dissolution of the Association, the Executive
Board shall, after paying or making provision for the payment
of all liabilities of the Association, dispose of all of the
assets of the Association exclusively for the purposes of
the Association in such a manner, or to such an organization
or organizations organized and operated exclusively for charitable,
educational, religious, or scientific purposes as shall at
the time qualify as an exempt organization or organization
under Section 501 (c) (3) of the Internal Revenue Code of
1954 as amended, or any similar revenue law of the United
States of America enacted at some future time, as the Executive
Board shall determine. Any remaining assets shall be placed
in the hands of the authorities of the State in which the
principal office of the Association is then located for their
disposition according to the requirements set forth in this
ARTICLE.
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