Bylaws

ARTICLE I

Name, Type and Contact Address of Corporation

The name of this Corporation shall be the Oregon Hearing Society, Inc. (OHS); also called “Society” and/or "Corporation".
The Corporation is registered with the Oregon Secretary of State, Corporation Division as a "Mutual Benefit with Members", Non Profit Corporation.
The Corporation shall maintain a contact address of a Post Office Box. The Corporate contact address shall be registered on all OHS business accounts and shall be used for all OHS representation in correspondence, transactions of business, printed and public information material, unless otherwise approved by the Corporate Board.

ARTICLE II

Objectives of the Corporation

To better serve the hearing impaired by enhancing professionalism in the hearing aid industry. To disseminate knowledge among Hearing Aid Specialists, the consuming public and allied professionals through experience and education.
To regulate and enforce ethical standards of the membership for the protection of the hearing impaired consumers of Oregon.
To advise and assist members in the efficient and successful conduct of their business.
To protect the hearing aid industry against unfair or unjust legislative or administrative enactments and to represent the membership of OHS before the state legislative and administrative bodies to accomplish the foregoing aims of the Corporation.

ARTICLE III

Membership

A member shall be considered in good standing if compliance with OHS Bylaws and guidelines is maintained.
Classification of membership shall be divided into three categories; Regular, Associate, and Honorary.

Regular Membership - Any person in consonance with the purpose and goals of the Society and having a valid Hearing Aid Specialist's license issued by the State of Oregon shall be eligible for Regular Membership and shall pay dues and assessments as prescribed by the Corporate Board. Regular members shall have full voting rights and are eligible to serve as officers and/or on the Board of Directors. Regular Members may attend educational classes provided by OHS at no cost. Regular Members, who request to have their CEU (continuing education units) hours filed for credit toward State License renewal, must pay the filing fee.
Associate Membership - Any person in consonance with purpose of the Society and having a valid temporary Hearing Aid Specialist's License issued by the State of Oregon shall be eligible for Associate Membership. In addition, any hearing industry professional person with a vested interest in the Society shall be eligible for Associate Membership. All Associate Members shall pay dues and assessments as prescribed by the Corporate Board. Associate members will not have voting rights and shall not be eligible to serve as an Officer or on the Board of Directors. Associate Members may attend educational classes provided by OHS at no cost. Associate Members who request to have their CEU hours filed for credit toward State license renewal, must pay the filing fee.
Honorary Membership - The Corporate Board may honor persons by conferring upon them Honorary Membership, if in the opinion of the Corporate Board they have distinguished themselves in the fields of Audiology, Hearing Instruments, or Otology, or have made a worthy contribution to the Society. Any person receiving an Honorary Membership shall not be required to pay any dues or assessment. Honorary Members may attend educational classes provided by OHS at no cost. Honorary Members, who request to have their CEU hours filled for credit toward State license renewal, must pay the filing fee. Honorary members do not have voting rights

Termination of membership

By action of the Corporate Board; If any person at any time is guilty of unprofessional conduct or shall have their license revoked, suspended, or placed on probation, or shall at any time be guilty of an act prejudicial to the profession or Society or to the purpose to which the Society was formed, in the opinion of the Corporate Board, such member shall be notified to appear personally before the Corporate Board at a designated time not less than thirty (30) days after such notification, and at such time be given a hearing. By a three-fourths (¾) majority vote of all members present and voting at the meeting, the membership of such member may be terminated. Such terminated member shall be required to return Society credentials to the Secretary of the Society.
By Failure to Pay Dues - If the dues and/or special assessments of any Member be unpaid for a period of thirty (30) days after the same shall become payable, a notice of delinquency shall be sent by certified mail. If payment is not made within thirty (30) days after the mailing of such notice of delinquency, their membership shall automatically terminate on that date by reason of non-payment. Such terminated members shall be required to return society credentials to the Secretary of the Society.
By Resignation: Resignation from membership shall be presented to the Corprate Board in writing, but shall not relieve any member from liability for any dues accrued and unpaid at the time when such resignation is filed. A member who resigns shall forfeit all right, title and interest in any property of the Society and any claim or claims against the Society shall terminate and cease to exist. Such terminated members shall be required to return Society credentials to the Secretary of the Society.

ARTICLE IV

The Corporate Board: Officers, Board of Directors and Past President

The Corporate Board

The Corporate Board shall consist of Officers plus three (3) but not more than seven (7), on the Board of Directors and the Past President.
At least seventy-five percent (75%) of the Corporate Board must also be members of the International Hearing Society.

Officers

The Officers of this Corporation shall be: President, Vice President, Secretary and Treasurer. Eligibility to be an Officer of this Corporation: a Voting, Regular Member for at least two (2) years whose dues are currently paid and in good standing, providing they meet all other requirements set forth in these Bylaws.
1. President: The President shall be the Chief executive of the Corporation. He/she shall call all meetings provided for in the Bylaws and shall preside at all meetings of the Corporation and the Corporate Board. He/she shall appoint all Committees, Representatives and Directors and shall be an ex-officio member of all Committees, with the exception of the Nomination Committee. He/she shall be authorized to sign checks for the Corporation in the absence and/or illness of the Treasurer and other duties as specified by the Corporate Board and within “Job Responsibilities.”
2. Vice President: The Vice President shall perform the duties and exercise powers of the President during the absence or disability of the President and perform duties as specified within “Job Responsibilities.”
3. Secretary: The Secretary shall attend all meetings of the Corporation and the Corporate Board and shall take and preserve true minutes of the proceedings of all such meetings. In the event the Secretary is unable to attend a meeting the President shall appoint a substitute from within the Corporate Board to take the minutes. He/she shall mail notices of meetings and perform such other duties as may be delegated by the President or Corporate Board and as specified within ”Job Responsibilities.”
4. Treasurer: The Treasurer shall have custody of all Corporation funds and shall keep in books belonging to the Corporation, full and accurate accounts of all receipts and disbursements. He/she shall deposit all monies and other valuable effects in the name of the Corporation in such depository as the Corporate Board may designate. He/she shall disburse the funds of such disbursements and shall render to the President and Corporate Board at the regular meetings and whenever requested by them an accounting for all transactions and the financial condition of the Corporation. He/she shall give a complete and accurate list of members, collect dues and notify the Director of Membership to issue and deliver a membership certificate or renewal label to each person upon payment. At the expiration of the Treasurer’s term of office, he/she shall render an account, which shall be duly audited by the Corporate Board and shall deliver all books of account and bankbooks to their successor. The outgoing Treasurer shall remove his/her name and any other outgoing Officer's name from all Corporate accounts upon written introduction of succeeding Treasurer and any other succeeding Officer pertinent to all OHS business accounts. The outgoing Treasurer shall provide all business account information for account access to their successor with complete records of all such renderings. The Treasurer shall also perform duties as specified within “Job Responsibilities.”
Powers of Officers: Officers shall have the power to enter into contracts on behalf of the corporation. When the contract exceeds five hundred dollars ($500.00), two or more officers must be party to the contract on behalf of the corporation. All bills and contracts must be either authorized or ratified by the Corporate Board to bind the corporation.
Expenditures exceeding five hundred dollars ($500.00) shall be approved by not less than two (2) Officers of the Society as designated by the Corporate Board.

Board of Directors

Eligibility to be on the Board of Directors of this Corporation: a Voting Regular Member whose dues are currently paid and in good standing, providing they meet all other requirements set forth in these Bylaws.
The Board of Directors shall be elected at the annual business meeting fo the Society on even numbered years after being nominated in the same manner as Officers. They shall be elected for two (2) years or until their successors are duly elected and installed. Vacancies can be filled by a majority of the remaining Corporate Board members who shall appoint within thirty (30) days, a successor for the un-expired term.

Past President

At the completion of his/her term of office, the President shall without further action become Past President and Nominations Director of the Corporate Board for the next succeeding term, with equal voting rights with the other Directors of the Corporate Board. If the outgoing President declines to serve in this two (2) year term, then the President shall appoint a Nominations Director.

ARTICLE V

Corporate Board Responsibilities

To conduct, manage and control the affairs and activities of the Society and make rules and regulations for the guidance of the Officers and Board of Directors, in the management of the affairs of the Society.
To do such other and further things, which may be incidental, necessary, relative to, connected with or proper for the accomplishment of any of the foregoing powers of said Corporate Board and as specified within “Job Responsibilities.”
The majority of the Corporate Board at any meeting shall constitute a quorum for the transaction of business.
The Corporate Board shall meet as often during the year as shall be called to session by the President. Any three (3) members of the Corporate Board may call a meeting of the Corporate Board upon giving ten (10) days confirmed, communicated notice to the Corporate Board together with their reason for such meeting.
An Officer or Member of the Board of Directors may be removed by two-thirds (2/3) majority of the Voting Members present at a duly called meeting of the Society after written statement is given to the Officer or Member of the Board of Directors and he/she has an opportunity to answer same in writing, within thirty (30) days.
The funds of the Society shall be Deposited or kept with the bank, trust company or savings and loan institution as approved by the Corporate Board.

ARTICLE VI

Nominations, Voting Rights & Elections

Nominations shall be received from the Voting Regular Members of the Society for the positions of Officers and Board of Directors. The Nominations Director shall notify the Voting Regular Members of the time period that nominations will be accepted as approved by the Corporate Board.
The members assembled are to have the right of further nominations from the floor before voting on Officers and Board of Directors. When more than two (2) candidates are nominated for an office, a majority of votes from the Voting Regular Members present shall elect. Number of available positions for the Board of Directors shall be determined by the Corporate Board. When nominations exceed available positions for the Board of Directors the majority of votes from the Voting Regular Members present shall elect positions available.
Officers and the Board of Directors shall be elected at the annual meeting of the Corporation in even numbered years, held in November. The term of office shall be a two (2) year term from January to January of odd numbered years. The official presentation to the Society Members of the new Corporate Board shall take place at the next general business meeting following the annual business meeting.
Should a vacancy occur among the Officers or the Board of Directors other than a normal expiration, the Corporate Board shall appoint, within thirty (30) days, a successor for the unexpired term.
Each Voting Member shall have one vote, which may be cast in person, by proxy or representation by another Voting Member. Proxies and/or representation must be in writing and signed by the Voting Member. All proxies must specify the date for which the vote is to be counted.
The Treasurer shall manage the distribution of the ballots to the Voting Regular Members.
The President shall preside over the election and received nominations from the floor. The nominee shall be confirmed by the Treasurer as a Voting Regular Member. The President shall then notify the attending Voting Regular Members to write the name of the nominee on their ballots.
The Treasurer shall manage the collection of ballots and the votes shall be counted by the Treasurer plus one assistant chosen by the Treasurer or as approved by the Corporate Board. All proxy votes shall be collected by the Treasurer to be verified and counted.

ARTICLE VII

Meetings: General, Annual & Quorum

The annual meetings of the members of the Society for the election of Officers, Board of Directors and the transaction of the general business of the Society shall be held at the call of the Corporate Board. Notice of such annual meeting shall be mailed to each member at least thirty (30) days before such meeting.
General meetings of the Voting Regular Members of the Society may be called at any time by the President, or in his/her absence by the Vice-President or Secretary, upon written request of the Corporate Board, or upon the written request of not less than five (5) Voting Regular Members, of the Corporation. Thirty (30) days notice of any General meeting must be given to the Voting Regular Members of the Society and the notice must state the purpose of the meeting and the business to be transacted.
A majority of the Voting Regular Members, in good standing, present shall constitute a quorum at meetings of the members of the Society.

Rules of meeting procedure will be in accordance with Roberts Revised Rules of Order, so far as applicable and not inconsistent or in conflict with the Public Meetings Law of the State of Oregon or these Bylaws.

ARTICLE VIII

Committees and Board of Directors

The President shall appoint Directors of the following committees from the Board of Directors. The Committee Directors may appoint volunteers to serve on their committees with approval by the Corporate Board.
The regular or standing committees are as follows:
1. Bylaws, Ethics, and Legislation Committee: This committee shall review and propose amendments of the Bylaws as necessary. The Bylaws shall be viewed as a work in progress and thereby reflecting the ongoing development of a structure and organization of the Society. Investigate and report on all matters pertaining to professional practices and ethics in the conduct of business dealings, advertising, sales, and service practices. Investigate and report pending legislation affecting or having a bearing on the hearing aid industry in Oregon and shall suggest desirable legislation to be introduced in the Oregon State Legislature which may benefit the hearing aid industry further the ends for which this Corporation was formed. They shall also perform such duties as outlined within “Job Responsibilities.”
2. Membership Committee: This committee shall promote and encourage membership in OHS. They shall also perform duties as outlined within “Job Responsibilities.”
3. Public Relations Committee: This committee shall investigate and report on all matters pertaining to building membership awareness and community service awareness. They shall represent the Society in relations with the public, the press, journals and professional publications, other professional business groups and organizations. They shall also perform duties as outlined within “Job Responsibilities.”
4. Education Committee: This committee shall coordinate the educational classes offered by the Society for ongoing continuing education of its members and other hearing professionals. They shall also perform duties as outlined within “Job Responsibilities.”
5. Auction/Donation Committee: This committee shall actively pursue development of contacts for receiving donations throughout their term for the continued, sole benefit of the Society. Item donations are to be used in OHS auctions only. The Director shall not serve on any other auction committee within the industry. They shall also perform duties as outlined with “Job Responsibilities.”
6. Nominations Committee: This committee shall formulate the slate of Officers and Board of Directors willing to be presented for voting at the annual meeting of the Society on even numbered years. The Past President shall be the Director unless unable to serve in such case the President shall appoint. They shall also perform duties as outlined within “Job Responsibilities.”
7. Tri-State Committee: This committee is comprised of two (2) Regular Members, in good standing to represent OHS on the Tri-State Board. As vacancies occur, OHS shall be notified by the Tri-State Board. Notice of such vacancy shall be given to Voting Regular Members of the Society and nominations shall be taken for a period of time as approved by the Corporate Board. The vote may be in order at any of the meetings of the general membership with at least two (2) and not more than three (3) Voting Regular Members in good standing to present to the Tri-State Board. The Tri-State Board shall make the final decision on who will fill the vacancy and represent the Oregon Hearing Society at all Tri-State board meetings and functions and shall perform the duties as outlined within “Job Responsibilities.”
The President may appoint any special committee or representative authorized by the Corporate Board.

ARTICLE IX

Fees, Registration, Dues & Certificate of Membership for each Class

Membership fees and assessments shall be set by the Corporate Board and approved by a majority of the members present at any duly constituted meeting of the Corporate Board.
The Corporation shall be on a fiscal year commencing January 1st of each calendar year.
Full dues shall be paid for the fiscal year by each member annually by January 1st or as otherwise specified by the Corporate Board.
Upon approval of application process and payment of dues, a member shall be registered in the records of the Society and a certificate of membership shall be issued stating to which class of membership applies. Renewing members shall receive a renewal label for current year membership to be applied to their membership certificate.
No refund of dues shall be made to any member who resigns from, is expelled from, or otherwise leaves the Society.
Annual dues are due and payable January 1, of each year and the Treasurer shall notify each member of the amount of dues at least thirty (30) days before the date the dues are due and payable. Any member in default more than thirty (30) days after the dues are due and payable may be dropped from the membership rolls thirty (30) days after notice of such intention is mailed certified to their last known address. Members may be reinstated after being dropped for non-payment of dues upon reapplying for membership or approval of the Corporate Board.
New members registering after January 31st may have their dues pro-rated on a monthly basis not to be pro-rated past six (6) months, (1/2 the membership annual dues). There shall be no pro-rated annual dues for renewing members.

ARTICLE X

Discipline of Members

The Code of Ethics adopted by the Society has been adopted by a majority of the voting members of the Corporation and is based on the Code of Ethics adopted by the International Hearing Society. The purpose of the Code of Ethics is to provide standards of conduct for Hearing Aid Specialists practicing their trade in the State of Oregon so that the industry may gain the full confidence of the public.
Any person may file a charge or complaint in writing against any member with the Ethics Committee acting as a Grievance Board. The Ethics Committee shall accept and investigate charges and complaints in writing against any member, who shall be given thirty (30) days to answer to the Ethics Committee relating to said charges and/or complaints in writing. The accused member shall have a full, fair and impartial hearing before the Ethics Committee.
If the Ethics Committee shall find the member guilty of an infraction of the Code of Ethics of the Corporation or of conduct detrimental to the best interests of the public, the Corporation or the hearing aid industry, it shall take such actions against the member that shall be deemed appropriate, in view of the gravity of the offense. In this discretion, the Ethics Committee may do any or all of the following:
1. Fine the member a sum not to exceed two hundred dollars ($200.00).
2. Reprimand the member found guilty.
3. Suspend the member for a period not to exceed (1) year from the privileges of the Corporation, provided that such suspension shall not constitute a waiver of dues from the period of suspension.
4. Recommend to the voting membership expulsion and removal from membership. The actual expulsion and removal from membership shall be after affirmative vote of two-thirds (2/3) majority present of the voting members at a special meeting of the Corporation called by the President after due notice and information to the voting members.
If any member is found guilty and fined and shall fail to so comply within thirty (30) days of such decision, or any further time granted by the Ethics Committee on good cause shown, he/she shall be automatically expelled from membership.
The member suspended by the Ethics Committee may be reinstated at any time by approval of a majority of the Ethics Committee. Any member expelled by action of the Ethics Committee may be reinstated by filing a petition asking for such reinstatement with the Corporate Board, who shall present the same to the voting members of the Corporation together with its recommendation and the same shall be voted upon at the next annual meeting. If the majority of the voting members present and voting in person, by proxy or representation at such meetings, vote to reinstate such person, he/she shall again be reinstated to membership by paying all fines and past dues including dues for the time during which he/she was expelled or suspended.

ARTICLE XI

Disposition of Assets in the Event of Dissolution

If the object and purposes of this Corporation cannot be carried out, and it is necessary to dissolve the Corporation, any and all assets of whatsoever kind or character then possessed by the Corporation shall be distributed among such charitable, benevolent and educational possessed institutions, causes and purposes as may to the Corporate Board seem worthy but in no event shall any or such assets be distributed to any individual, firm or corporation for private gain.

ARTICLE XII

Corporate Seal

The seal of the Corporation shall be circular in form and shall bear the words “The Oregon Hearing Society Inc. Incorporated Under The Laws Of Oregon.”

ARTICLE XIII

Adoption and Amendments of Bylaws

These Bylaws may be adopted by the affirmative vote of a majority of the voting members at a special meeting of the Corporation. They may be amended by a two-thirds (2/3) majority at any regular or special meeting of the Corporation provided such amendment and the nature thereof shall have been given to the voting members at least thirty (30) days prior to the date of the meeting at which said amendment is presented for consideration. Members not present at such meeting may vote by written proxy or written representation of a voting member.

(Revised Nov. 4, 2006)