Following are the Bylaws of the organization.  You may scroll down to read through the Bylaws completely, or click the relevant section from the Table of Contents below to navigate directly to that section.  A printable copy of the Bylaws can be downloaded from the link at right.

Table of Contents

Article I. Name
Article II. Office
Article III. Vision
Article IV. Mission
Article V. Purpose
Article VI. Principles of Ethics
Article VII. Organization
Article VIII. Membership
Article IX. Dues
Article X. Directors
Article XI. Meetings
Article XII. Officers
Article XIII. Committees
Article XIV. Nominations, Election and Appointments
Article XV. Execution of Instruments, Deposits and Funds
Article XVI. Corporate Records, Reports and Seal
Article XVII. Tax Exemption Provisions
Article XVIII. Amendments of Bylaws
Article XIX. Construction and Terms
Article XX. Voluntary Dissolution
Article XXI. General
Code of Ethics
 

Article I. Name

Section 1.1 Name

The name of this Corporation shall be the Ohio Speech Pathology Educational Audiology Coalition, hereafter known as OSSPEAC, a non-profit organization in compliance with Section 501(c)(6) of the Internal Revenue Code of 1954 and its subsequent revisions, and Article 1702.06 et. seq. of the Ohio Revised Code.

Article II. Office

Section 2.1 Principal Office

The principal office of this Corporation is located in the Township of LaGrange in the County of Lorain in the State of Ohio.

Section 2.2 Change of Address

The Board of Directors may change the principal office from one location to another by first notifying the Membership of such change and then noting the changed address and its effective date below. Such changes of address shall not be deemed, nor require an amendment of these Bylaws.
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Section 2.3 Other Offices

The Corporation may also, from time to time, require or permit the use of other offices or mailing addresses, as deemed necessary by the Board of Directors.

Article III. Vision

Section 3.1

The Corporation will be a unified voice that will represent the needs and interest of Ohio School Speech/Language Pathologists and Educational Audiologists and the communicationally challenged population that they serve. Furthermore, the Corporation will strive to promote the profession of Speech/ Language Pathology and Educational Audiology through the development of professional standards, legislative advocacy, grass roots lobbying, educational conferences and through the development of open communication with the State Department of Education (Special Educations division), other government individuals and agencies, training institutions, and any and all individuals and groups who express an interest in promoting the mission of this organization.

Article IV. Mission

Section 4.1

The mission of this Corporation is to provide leadership development, information dissemination ,and support to Speech/Language Pathologists and Educational Audiologists, by providing opportunities for professional growth, public awareness and advocacy on issues that relate to the administration and delivery of services in Ohio schools.

Article V. Purpose

Section 5.1

The purpose of this Corporation shall be:
a) to represent the professional interest of Speech/Language Pathologists and Audiologists employed in educational settings;
b) to effect legislative actions which have impact on the educational setting;
c) to create a forum where Members can express their concerns, ideas and goals regarding their profession as it relates to the educational setting;
d) to promote the profession within the educational setting;
e) to collaborate with training institutions and the division of special education to develop and maintain educational standards for professional classifications;
g) to provide opportunities for professional development advancement in Speech/Language Pathology and Audiology;
h) to network with allied professions to enhance services provided in the educational setting;
i) to be an advocate for service recipients by promoting quality prevention and intervention programs and educational opportunities for those with disorders of human communications;
j) to encourage present Speech/Language Pathologists and Audiologists to remain in the educational environment;
k) to recruit and encourage future Speech/Language Pathologists and Audiologists to seriously consider the various benefits and rewards available when employed in an educations milieu.

Article VI. Principles of Ethics

Section 6.1

All Members of the Corporation shall agree to abide by the principles and Code of Ethics of OSSPEAC.

Article VII. Organization

Section 7.1

The form of OSSPEAC shall be a not-for-profit corporation having no shareholders.

Section 7.2

The operation, general management, and functions of the Corporation shall be performed by the officers and Directors as provided in articles X and XII.

Article VIII. Membership

Section 8.1 Classes of Membership

The Membership of the Corporation shall consists of six (6) classes: (A) Active Member; (B)
Honorary Member; (C) Student Member; (D) Associate Member; (E) Retired Member; (F) Life Member.

Section 8.2

Membership shall be extended to all applicants meeting the minimum requirement for the class of membership.

Section 8.3 Classification

A. Active Member - Minimum requirement: possess a degree in Speech/Language Pathology and/or Audiology or equivalent title as a major field of study from a recognized educational institution. These requirements may be waived in special circumstances by a 3/4 vote of the Board of Directors present and voting at a regular Board meeting. Active Members shall uphold the Corporation’s Code of Ethics. Active Members shall have all the powers and privileges of Membership including voting rights.
 

B. Honorary Member - Must possess: (1) those qualities of professionalism associated with the field of Educational Speech Pathology and Audiology; and (2) have made a continuous contribution to the field; and (3) have been approved by 3/4 vote of the Board of Directors present and voting at regular meeting. Honorary Members shall not be an active Member, but shall have all the powers and privileges of membership except the right to vote. Such membership is for life. Dues for Honorary Members shall be waived.

C. Student Member - Must be (1) a graduate or undergraduate student with a consideration in the field of communicative disorders; and (2) be enrolled full time at an accredited university. Student Membership is for those individuals currently enrolled in full time college courses with an interest in school age populations. Student Members shall have all the powers and privileges of membership except the right to vote. Dues for student members shall be 50% of dues for Active Members.

D. Associate Member - Must be (1) a professional in an allied field; or (2) a consumer of services. Associate Membership is intended for those individuals who have an interest in the field of School Speech Pathology and/or Educational Audiology. Associate Members shall have all the powers and privileges of membership except the right to vote. Dues for Associate Members shall be 50% of dues for active members.

E. Retired Member - Must have been an Active Member in the Corporation who has retired from the field of speech/language pathology and/or educational audiology. Retired Members shall have all the powers and privileges of membership except the right to vote. Dues for Retired Members shall be 50% of dues for active members.

F. Life Member - Must be (1) an active Member of the Corporation for ten (10) years prior to nomination as a life Member; and (2) be at least sixty-two (62) years of age. Waiver of these requirements shall be by written request to the Board. Approval of waiver shall require a 3/4 vote of the Board present and voting at a regular meeting. Life Members shall receive those benefits and privileges granted by the Corporation including voting privileges. Dues for life Members shall be waived.

Section 8.4 Termination of Membership

A. Any Member who, in the judgment of the Board of Directors, violates the accepted code of ethics, or any section of these Bylaws, may be suspended from the coalition after a proper hearing and a 3/4 affirmative vote of the Board of Directors present and voting at any meeting. Before suspension can be effected, a Member must have been notified in writing to appear for the hearing. Notice of such a hearing must be sent at least fifteen (15) calendar days prior to the scheduled hearing.

B. After one (1) year suspension, upon making a written application for reinstatement, a person may be reinstated with a 3/4 affirmative vote of the Board of Directors present and voting at any meeting of the Board.

C. Any Member whose dues are three (3) months in arrears shall be notified. If after proper notification, dues are still not paid after thirty (30) additional days, Membership shall be terminated for non-payment.

D. Membership may be reinstated during the first delinquent year by paying the delinquent dues and any other assessment. After one-year, Membership may be reinstated by making formal application to the Corporation and meeting the qualification for Membership established by the Membership committee and the Board of Directors at the time of application.

E. Any Member may resign their Membership from the Corporation by providing written notification to the Chairperson of the Membership committee. Such resignations become effective immediately upon receipt of such notification.

Article IX. Dues

Section 9.1

All Members, except for Honorary Members and Life Members, shall pay annual dues, and or any other assessments, as established by recommendations of the Board of Directors and approved by the simple majority of votes cast by qualified voting Members responding to a mail ballot. Prior notice of any change in the dues structure or additional assessments must be sent at least one (1) meeting in advance of the Boards’ vote. All Board Members must be notified in writing of the proposed change(s) and the date when the vote on such change(s) will be taken.

Section 9.2 Fiscal Year

The fiscal year of the Corporation shall begin on July 1st and end on June 30th.

Section 9.3

Dues shall be due on the first day of each fiscal year, or thirty (30) days after the Membership renewal notices are mailed to the Memberships, whichever is the latest date.

Section 9.4 Membership Book

The Corporation shall keep a Membership book containing the addresses and names of each Member. Termination of the Membership of any Member shall be recorded in this book together with the date of termination and any other relevant information on Members. This book shall be kept at the Corporation’s principal office, or in the event no such offices exist or are available, the Secretary shall have possession of this book.

Section 9.5 Non-liability of Members

A Member of the Corporation is not, as such, personally liable for the debts, liabilities, or obligations of the Corporation.

Section 9.6 Non-transferability of Membership

A. Members of the Corporation shall be allowed to transfer from one classification to another given they meet the minimum requirements for such new classification and provide written notification to the Membership committee and the Board of Directors.

B. No Member may transfer a Membership or any rights arising there from. All rights of Membership cease upon the Member’s termination, resignation, or death.

Article X. Directors

Section 10.1 Number of Directors

The Corporation shall have at least seven (7) directors. Collectively, this group shall be known as the Board of Directors.

Section 10.2 Qualifications

Directors shall be of the age of the majority in the State of Ohio. Other qualifications for the
Directors of this Corporation shall be as follows:

A. Directors must be Members in good standing of the Corporation.

B. All elected Directors shall have been Members of the coalition for not less than twelve (12) consecutive months immediately prior to and at the time of nomination.

Section 10.3 Powers

Subject to the provisions of the laws of the State of Ohio, and any limitation in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the Members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors

Section 10.4 Duties

While the basic responsibility for the functioning of the Corporation rests with the total Membership, the Board of Directors shall exercise the following duties along with any other as prescribed by the Membership or State Law.

A. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation or by these Bylaws;

B. Exercise general management authority of all affairs of this Corporation;

C. Be responsible for the development of policies and guidelines for the implementation and operation of various projects, and final approval of Committee activities;

D. Have and exercise the general direction, control, and management of the activities of the Corporation;

E. Be entrusted with the authority to purchase, lease, pledge, and/or sell any property personal or real as deemed necessary or convenient for the Corporation benefit. In the case of sale or purchase of property, an affirmative vote of 2/3 majority of present and voting Directors is required. These transactions must be publicized to the Membership preceding such transactions.

F. Upon an affirmative vote 2/3 of the Directors present and voting, the Board may establish administrative offices, appoint, and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and establish the compensation, if any, of all officers, agents, and employees of the Corporation as may be deemed necessary, beneficial, and advisable for the further accomplishment and growth of the purposes of said Corporation.

G. Supervise all officers; agents and employees of the Corporation to assure that their duties are being performed properly and for the advancement of the Corporation.

H. Be responsible for the proper use and administration of any and all grants, donations, or bequests.

I. Be responsible for establishing, receiving, and maintaining proper documentation of required bonds on the employees and/or agents of the Corporation whenever necessary or required.

J. To meet regularly, at such times and places as required by the Bylaws to conduct the business of the Corporation.

K. Be responsible to register the addresses of the Board with the Secretary of the corporation, and notices of meetings and other correspondence, mailed to them at said address, shall be considered valid notification thereof.

L. Board Members are ex-officio Members of all committees and as such will be invited to attend those meetings. Copies of the minutes of all committee meetings will be forwarded to the President to be shared with the whole Board. When it is not possible nor judicious to convene a meeting of the Board of Directors to respond to an urgent business item, the elected officers of the Corporation shall have the power to act on behalf of the Membership after consulting by phone or fax with at least 1/3 of the Board of Directors. The Treasurer of the Corporation must be consulted if the decision involves the use of corporate funds.

Section 10.5 Compensation

Directors shall serve without compensation. Directors can, with approval of the Board, be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 10.6 Term of Office

Each director shall hold office for a period prescribed by these Bylaws and/or until his/her successor
is elected or appointed and subsequently qualifies.

Section 10.7 Vacancies

A. Vacancies on the Board shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized Directors is increased.

B. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or any Board Member, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the Corporation would then be left without a duly elected director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this State.

C. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of the State of Ohio.

D. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or provisions of law, vacancies on the Board may be filled by quorum vote of the remaining Board Members. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by quorum vote of a majority of the Directors then in office or by a sole remaining director. A person elected to fill a vacancy on the Board shall hold office until the next election of the Board of Directors or until his/her death, resignation, or removal from office.

Section 10.8 Non-Liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 10.9 Indemnification

The Corporation shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (including action by or in right of the Corporation to procure a judgment in its favor) by reason of the fact that he/she is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorney’s fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred, if such person has been successful otherwise in any such action or, upon a determination in the specific case that such indemnification is proper in the circumstances because he/she has met the standard of conduct applicable to the Ohio Revised Code. The Corporation may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to their full extent permitted in the Ohio Revised Code.

Article XI. Meetings

Section 11.1 Place of Meetings

Meetings shall be held at a central prescribed location or at an agreed upon location designated by resolution of Board of Directors.

Section 11.2 Board Meetings

The Board shall meet a minimum of four (4) times during the fiscal year. Additional meetings can be called at the discretion of the President or by written petition of ten (10) percent of the voting Members of the Corporation. These additional meetings may be called provided, at least seven (7) calendar days notice has been sent, and the stated purpose of such a meeting is stated in the notice. In order to conduct business, a quorum of a simple majority of the voting Members of the Board shall be present. The results of meetings of the Board shall be reported to the general Membership body.

Section 11.3 General Meetings

A. The general Membership of the Corporation shall meet at least once each fiscal year at a time and place to be determined by the Board. Members shall receive timely notice of the time, date, and place of this meeting. The results of this general Membership meeting shall be reported to the Membership body.

B. Special meetings of the general Membership shall be called by the Board, the Chairperson of the Board, of the President of the Corporation, or if different, by the person specifically authorized under the laws of the State of Ohio to call special meetings of the Members.

Section 11.4 Notice of Meetings

Unless otherwise provided by the Articles of Incorporation these Bylaws, or provisions of law, notice stating the place day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the persons calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the records of the Corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the Member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four (24) hours of the first transmission. The notice of any meeting of Members at which Directors are to be elected shall also state the names of all those are nominees or candidates for election to the Board at the time notice is given.

Whenever any notice of a meeting is required to be given to any Member of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the Member, whether before or after the time of the meetings, shall be equivalent to the giving of such notice.

Section 11.5 Quorum

A. A quorum of the Board of Directors or general Membership shall be a simple majority of its voting Members.

B. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such a meeting is a motion to adjourn.

Section 11.6 Majority Action As Board Action

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is to be considered the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

Section 11.7 Conduct of Meetings

A. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or if no such person has been so designated, in his/her absence, the President of the Corporation or in his/her absence, by the President-Elect or, in his/her absence by the Immediate Past President or, in the absence of these individuals a temporary Chairperson maybe designated by a majority of the remaining Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in his/her absence, the presiding officer shall appoint another person to act as Secretary for that meeting.

B. Meetings shall be governed by the most recent edition of Roberts’ Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law in the State of Ohio.

All meetings provided for in these Bylaws shall be conducted in accordance with the latest edition of Robert's Rules of Order, Revised unless otherwise directed by these Bylaws or by resolution of the Assembly, the Board of Directors, or any advisory committee with respect to the meetings of each of those bodies. The Chairperson of the Council (and, in the case of an advisory committee, the committee Chairperson) shall be the parliamentary procedure officer and his decisions with respect to matters of parliamentary procedure shall be final.

Article XII. Officers

Section 12.1 Designation of Officers

The officers of the Corporation shall be a President, a President-Elect, an Immediate Past President, a Secretary and a Treasurer. The Corporation may also have a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors.

Section 12.2 Qualifications

Any Member in good standing of the Corporation and who has been a Member of the coalition for not less than twelve (12) consecutive months may serve as an officer of this Corporation.

Section 12.3 Election and Term of Office

A. The President, the President-Elect, Immediate Past President, Secretary, Treasurer, and At-Large Representatives shall be elected by the voting Membership of the Corporation. The office of President and Immediate Past President shall be filled by designed succession. President-Elect to President, President to Immediate Past President. An individual may serve as Secretary and At-Large Representative for a term of one (1) year and shall be elected by the voting Members. An individual may service in this position for no more than two (2) consecutive years.

B. The Treasurer of the Corporation shall serve a term of three (3) years and shall be elected by the voting Members. An individual may serve in this position for no more than six (6) consecutive years.

C. The two (2) Members elected as at-large representatives, one must be an Audiologist and the other a Speech/Language Pathologist.

Section 12.4 Removal and Resignation

Any officer may be removed, wither with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the Corporation.

Section 12.5 Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancies may be filled temporarily by an appointment by the President until such time as the Board shall fill the vacancy. In the event of a vacancy in the Presidency, the President-Elect shall assume the role and a new President-Elect shall be selected by the Membership. Vacancies occurring in the offices appointed at the discretion of the Board may or may not be filled, as the Board shall determine.

Section 12.6 Duties of President

The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the officers. He/she shall perform all duties incident to his/her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he/she shall, in the name of the Corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by the Board of Directors. He/she serves as an ex-efficio, non-voting Member of all committees, except the Nominations Committee, as requested by Committee Chairs.

Section 12.7 Duties of Immediate Past President

The Immediate Past President serves as an ex-officio, voting Member of all standing and temporary committees, as requested by Directors and/or Committee Chairs. In addition, he/she shall have such duties as may be assigned by the President.

Section 12.8 Duties of President-Elect

In the absence of the President, or in the event of his/her inability or refusal to act, the President-Elect shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The President-Elect shall be an exofficio, voting Member of all standing and temporary committees, as requested by the Directors and/or Committee Chairperson. The President-Elect shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as maybe prescribed by the Board of Directors.

Section 12.9 Duties of Secretary

The Secretary shall:
• certify and keep at the principal office, or an agreed upon location, the original and copies of these Bylaws as amended or otherwise altered to date.

• keep at the principal office of the Corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and if applicable, meetings of the committees of Directors and of Members, recording therein the time and place of holding whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

• see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

• be custodian of the records and the seal of the Corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the Corporation.

• keep at the principal office, or at such other place as the Board may designate, a Membership book containing the name and address of each and every Member, and, in the case where any Membership has been terminated, he/she shall record such facts in the Membership book together with the date on which such Membership ceased.

• exhibit at all reasonable times to any director of the Corporation, or his/her agent or attorney, on request therefore, the Bylaws, the Membership book, and the minutes of the proceedings of the Directors of the Corporation.

• in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors.

Section 12.10 Duties of Treasurer

• have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors

• receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever.

• disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

• keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

• exhibit at all reasonable times the books of accounts and financial records to any director of the Corporation, or to his/her agent or attorney, on request thereof.

• render to the President and Directors, whenever requested, an account of any or all of his/her transactions as Treasurer and of the financial condition of the Corporation.

• prepare, or cause to be prepared, and certify, or cause to be certified, the financial Corporation, to included in any required reports.

• when the Treasurer’s term of office expires, all property, books, papers and money of the Corporation shall be turned over to the successor Treasurer or the Directors. At the end of each year, a compilation shall be done by a volunteer.

• in general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board of Directors.

Section 12.11 Compensation

The salaries of the officers, if any, shall be reviewed and established periodically by resolution of the Board of Directors. In all cases, any salaries or reimbursement received by officers of this Corporation shall be reasonable and given in return for services actually rendered to or for the Corporation.

ARTICLE XIII. Committees

Section 13.1

The Directors may at any time them deem it necessary establish committees to execute the functions and purposes of the Corporation. The committees may be wither standing or temporary. For example, a standing committee might be for publicity whereas a temporary committee would be in charge of the planning or operation of a single event. Committee Chairperson may be appointed from the Directors or from the general Membership body. Chairpersons will attend Board meetings and participate in discussions. If the Chairperson is not a director, he/she will not have voting privileges at these Board meetings. Proposed plans and activities of the committees must be reviewed and approved by the Board of Directors before implementation. Each director shall be required to be a Member of at a least one standing committee.

Section 13.2 Standing Committees

Currently the following standing committees shall be designated to fulfill the listed functions:

A. Ethical Practice Committee shall be comprised of a Chairperson and no fewer than three (3) Members. The committee shall review and administer the code of ethics; shall investigate all charges of unethical conduct brought to its attention; and shall make a full report, with recommendations, to the Board of Directors for action.

B. Finance Committee will prepare and recommend to the Board of Directors, at the annual meeting, a proposed budget of expenses for the following fiscal year to be acted upon a the first Board of Directors meeting of the new fiscal year. The books shall be examined annually by a certified public accountant selected by the Board of Directors. An interim audit by a certified public accountant may be ordered by the Board of Directors at any time deemed advisable. Audit reports shall be presented to the Board of Directors and the Membership. The finance committee shall be comprised of the President-Elect, Liaison Chairperson, Publications Chairperson, and the Treasurer, who shall be Chairperson.

C. Honors Committee shall be comprised of a Chairperson, and at least three (3) Members. The committee shall recommend to the Board of Directors the criteria for awarding honors of the coalition and shall also recommend individuals to receive honors of the coalition. The Honors committee shall submit to the Board of Directors resolution regarding individuals and agencies to whom the coalition owes its gratitude. The Honors committee may recommend individuals for Honorary Membership to the Membership committee.

D. Legislation Committee shall be comprised of a Chairperson, and no fewer than four (4) persons. This committee will provide legislative advocacy for the consumer as well as Speech Language Pathologists and Audiologist working win an educational setting.

E. Liaison Committee shall be comprised of a Chairperson, and no fewer than sixteen (16) persons. Each committee Member will be the local area contact person for the Members in their region. The regional area representation will be comprised of the geographic areas utilized to define the counties covered by the Special Educational Regional Resource Centers (SERRCS). The committee will network with allied professionals, universities, agencies and/or organizations to enhance services provided in the educational setting.

F. Membership Committee shall be comprised of a Chairperson, the Secretary, and fewer than three (3) Members. Membership committee will recruit, review and recommend new Members to the Corporation. Part of this committees' responsibility will be the recruitment of future Speech/Language Pathologists and Audiologists into the educational work environment.

G. Nominations Committee shall be comprised of the President-Elect, and four (4) Members elected by the Membership, one of whom shall be designate by the President as Chairperson. Nominations committee will be responsible for the nomination, investigation of proposed candidates qualifications, voting and election process for all elected and appointed positions of the Corporation.

H. Program Committee shall be comprised of a Chairperson, and as many Members as the Chairperson shall deem necessary to meet the current needs of the coalition. Program committee will proved opportunities for the professional development to the Membership and will collaborate with training institutions to prepare students to provide services win an educational work setting.

I. Publications Committee shall be comprise of a Chairperson, editors of the newsletter and express, and as many Members as the Chairperson shall deem necessary to meet the current needs of the coalition. The committee will promote the profession within the educational setting and create a forum where Members can express their concerns, ideas and goals regarding their profession as it relates to the educational setting. In addition, this committee may undertake appropriate activities, such as the sale of advertising to make the publications program self-supporting. Any activities must have prior approval of the Board of Directors.

J. Structure Committee shall be comprised of a Chairperson, and no fewer than three (3) Members. Structure committee will determine the effectiveness of the Corporation structure by reviewing and revising the structure of the Corporation to more appropriately achieve the goals of the Corporation.

Section 13.3 Meetings and Actions of Committees

Meetings and actions of the various committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its Members for the Board of Directors and its Members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of the meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE XIV. Nomination, Election and Appointments

Section 14.1. Voting Rights

Each Member is entitled to one vote on each matter submitted to a vote by the Members. Voting at duly held meetings may be by voice vote, except for election of Directors and officers which shall be by written ballot.

Section 14.2. Election Procedures

A. The nomination committee shall investigate the qualifications of all proposed candidates and present a slate of no fewer than two (2) nominees for each vacant office.

B. Each nominee shall have agreed, in writing, to serve if elected.

C. Nominations for all elected offices, approved by the Board of Directors, shall be presented to the Membership body at a general meeting at the close of the year or by mail.

D. Except as otherwise provided under the Articles of InCorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of Members may be taken without a meeting if the Corporation distributes a written ballot to each Member entitled to vote on the matter. The ballot shall:

1. set forth the proposed action providing all known information both pro and con concerning the business being considered;
2. provide an opportunity to specify approval or disapproval of each proposal;
3. indicate, when appropriate, the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the elections of Directors and officers, state the percentage of approvals necessary to pass the measure submitted. Unless otherwise specified within the Bylaws all business shall be based on a simple majority of the Member's votes received; and
4. shall specify the date by which the ballot must be received by the Corporation in order to be counted. The date shall afford Members a reasonable time within which to return the ballots to the Corporation. Unless otherwise specified within the Bylaws of this Corporation, ballots shall be mailed first class at least twenty-one (21) days before the closing date for their return. Such notices shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the Membership list.

E. Approval of actions by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

F. Directors may be elected by written ballot. Such ballots for the election of Directors shall list the person nominated at the time the ballots are mailed or delivered.

G. All appointed officers shall be filled by the President upon approval of the Board of Directors.

H. Vacancies, other than that of President, shall be filled, in a timely manner by the President, upon agreement of the Board of Directors.

ARTICLE XV. Execution of Instruments, Deposits and Funds

Section 15.1 Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize an officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power of authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily fur any purpose or in any amount.

Section 15.2 Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the Treasurer and countersigned by the President of the Corporation.

Section 15.3 Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 15.4 Gifts

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for nonprofit purposes of this Corporation.

ARTICLE XVI. Corporate Records, Reports and Seal

Section 16.1 Maintenance of Corporate Records

The Corporation shall keep at its principal office or at an agreed upon location designated by resolution of the Board of Directors:

A. Minutes of all meetings of Directors, committees of the Board, of all meetings of Members, indicating the time and place of such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

B. Adequate and correct books and records of accounts, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

C. A record of its Members, indicating their names and addresses and, if applicable, the class of Membership held by each Member and the termination date of any Member;

D. A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Members of the Corporation at all reasonable times during office hours.

Section 16.2 Corporate Seal

The Board of Directors may adopt, use, and at will, alter a corporate seal. Such seal shall be kept at the principal offices or at an agreed upon location designated by resolution of the Board of Directors. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

Section 16.3 Directors; Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of the Corporation, if any, and shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Section 16.4 Member's Inspection Rights

Each and every Member of this Corporation, shall have the following inspection rights, for purpose reasonably related to such person's interest as a Member:

A. To inspect and copy the records of all Members' names, addresses and voting rights, at reasonable times, upon written request, which request shall state the purpose for which the inspection rights are being requested.

B. To obtain from the Secretary of the Corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the Corporation, a list of the names, addresses and voting rights of those Members entitled to vote for the elections of Directors as of the most recent record date for which the list has been complied or as of the date specified by the Member subsequent to the date of demand. The demand shall state the purpose for which the list is being requested. The Membership list shall be made available within a reasonable time period after the demand is received by the Secretary to the Corporation of after the date specified therein as of which the list is to be compiled.

C. To inspect at any reasonable time the books, records or minutes of proceedings of the Members or of the Board or committees of the Board, upon written demand on the Secretary of the Corporation by the Member, for a purpose reasonably related to such person's interest as a Member.

Members shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provision of law.

Section 16.5 Right to Copy and make Extracts

Any inspection under the provisions of this Article may be made in person to by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 16.6 Periodic Report

The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this State or to the Members of the Corporation, to be prepared and delivered within the time limits set by law.

ARTICLE XVII. Tax Exemption Provisions

Section 17.1 Limitations on Activities

Notwithstanding any other provisions of these Bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code.

Section 17.2 Prohibition Against Private Inurement

No part of the net earnings of this Corporation shall inure to the benefit of or be distributable to, its Members, Directors or trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Corporation.

Section 17.3 Distribution of Assets

Upon the dissolution of this Corporation, its assets remaining after payment, or provisions for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes with the meaning of Section 501(c)(6) of the Internal Revenue Code. or shall be distributed to one or more non-profits, organized under Section 501(c)(3) or 501(c)(6) for purposes similar to the corporation. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

ARTICLE XVIII. Amendments of Bylaws

Section 18.1 Amendment

Subject to the power of the Members of this Corporation to adopt, amend or repeal the Bylaws of this Corporation and except as may otherwise by specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

ARTICLE XIX. Construction and Terms

Section 19.1

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of the Corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

ARTICLE XX. Voluntary Dissolution

Section 20.1

The Corporation may be dissolved voluntary in manner provided in Section 1702.47, Sub-
Section D, of the Ohio Revised Code and set forth in the Articles of Incorporation.

ARTICLE XXI. General

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding documents of this Corporation filed with the Secretary of the State of Ohio and used to establish the legal existence of this Corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

All references in these Bylaws to Roberts's Rules of Order shall be in reference to the most recent edition.

1.  Roberts, Henry M., III. Robert's Rules of Order.
     New York; Jove, Inc.

CODE OF ETHICS
Ohio School Speech Pathology Educational Audiology Coalition

Preamble

The preservation of the highest standards of integrity and ethical principles is vital to the responsible discharge of obligations in the professions of Speech-Language Pathology and Audiology. This code of ethics sets forth the fundamental principles and rules considered essential to this purpose.

Every individual who is a Member of the Ohio School Speech Pathology Educational Audiology Coalition shall abide by this code of ethics.

Any action that violates the spirit and purpose of this code shall be considered unethical. Failure to specify any particular responsibility or practice in this code of ethics shall not be construed as denial of the existence of such responsibilities or practices.

The fundamentals of ethical conduct are described by principles of ethics and by rules of ethics as they relate to responsibility to persons served, to the public, and to the professions of Speech-Language Pathology and Audiol¬ogy.

Principles of ethics, aspirational or inspirational in nature, form the underlying moral basis for the code of ethics. Individuals shall observe these principles as affirmative obligations under all conditions of professional activity.

Rules of ethics are specific statements of minimally acceptable professional conduct or prohibitions and are appli¬cable to all individuals.

Principles of Ethics

Individuals shall honor their responsibility to hold paramount the welfare of persons they serve professionally.

Rules of Ethics

1. Individuals shall not discriminate in the delivery of professional services on the basis of race or ethnicity, gen¬der, age, religion, natural origin, sexual orientation, or disability.
2. Individuals shall not guarantee the results of any treatment or procedure, directly or by implication; however, they make a reasonable statement of prognosis.
3. Individuals shall maintain adequate records of professional services rendered and products dispensed and shall allow access to these records when appropriately authorized.
4. Individuals shall not reveal, without authorization, any professional r personal information about the person sery iced professionally, unless required by law to do so is necessary to protect the welfare of the person or of the community.
5. Individuals shall engage in only those aspects of the professions that are within the scope of their competence, considering their level of education, training, and experience.
6. Individuals shall not misrepresent their credentials, competence education, training and experience.
7. Individuals shall not participate in professional activities that constitute a conflict of interest.
8. Individuals statements to the public shall provide accurate information about the nature and management of communications disorders, about the professions, and about professional services.
9. Individuals shall not engage in dishonesty, fraud, deceit, misrepresentation, or any form of conduct that ad¬versely reflects on the professions or on the individuals' fitness to serve person professionally.
10. Individuals statements to colleagues about professional services, research results, and product shall adhere to prevailing professional standards and shall contain no misrepresentations.
11. Individuals who have reason to believe that the OSSPEAC code of ethics has been violated shall inform the ethical practice committee for review.
12. Individuals shall cooperate fully with the ethical practice committee in its investigation and adjudication of matters related to the code of ethics.
13. Individuals shall prohibit anyone under their supervision from engaging in any practice that violates the code of ethics.
14. Individuals shall not evaluate or treat speech, language or hearing disorders solely by correspondence.