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. Appendix
C
Recommended Constitution Changes
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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 defencedefense 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
based on procedures outlined in the By-Laws. 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
voteas outlined in the ByLaws.
Section 5. Executive Director. The Executive Director shall
be appointed by the Executive Board and shall be a nonvoting
member of the Executive Board.
Section 6. Executive Board. The Executive Board of the Association
shall consist of the officers (President, First Vice-President,
First Vice-President Elect, Second Vice-President, Secretary,
Immediate Past President, three Members-at-Large, and a student
member), 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. Those Board members who are not officers shall be
nonvoting members of the Executive Board. A majority of the
voting members of the board constitutes a quorum of the board.
Section 7. Nominating Committee. 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.
ARTICLE V
Section 3
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.
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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