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Governance

CONSTITUTION
OF
NATIONAL BLACK SPEECH, LANGUAGE AND HEARING ASSOCIATION

Preamble

The Board of Directors of the National Black Association for Speech-Language and Hearing has adopted the following Constitution to guide the Association in its deliberations, to promote the purposes of the Association, to facilitate the business of the Association, and to protect the rights and privileges of the Association membership. The Constitution of the Association is in accordance with established policies and procedures.

ARTICLE I
Name

The name of the Corporation (hereinafter called "The Association") is National Black Speech Language and Hearing Association (NABSLHA).

ARTICLE II
Purpose

The Association has been organized as a nonprofit association for charitable, scientific and educational purposes.

  1. In furtherance of these purposes, the Association shall:
    1. Promote an increase in the number of Black speech-language pathologists, audiologists and speech, language and hearing clinicians.
    2. Promote improvement in the quality of speech, language and hearing services to Black individuals with communication disorders.
    3. Promote the research and development of a body of knowledge of the identification, diagnosis and treatment of the individuals with communication disorders.
    4. Be an advocate for individuals with communication disorders.
    5. Disseminate information among the professions and to the public on communication differences and disorders in Black populations.
    6. Promote, encourage and foster any other such similar charitable, scientific and educational activity.
    7. Support students through a mentorship program.
    8. Do any and all Lawful acts and things, which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the purposes of the Association.
  2. Notwithstanding anything to the contrary appearing in these By-Laws, the operations of the Association shall be exclusively charitable, scientific and educational.

ARTICLE III
Offices

The principal office of the Association and such other offices, as it may establish, shall be located at such place or places, within the Republic of South Africa, as may be designated by the Board of Directors.

ARTICLE IV
Membership

Section 1. Eligibility: Membership shall be limited to the following two classes:

  1. Full Membership: membership with voting rights and is limited to the following Black professionals registered with the respective regulatory bodies:
    1. Speech Language Hearing Therapist and Audiologist
    2. Speech Language Hearing Therapist
    3. Audiologist
    4. Community Service Speech Therapist and Audiologist
    5. Hearing Aid Acoustician
    6. Audiometrist
  2. Partial Membership: membership without voting rights and is applicable to the following individuals registered with the relevant controlling authority:
    1. Student membership shall be granted to registered students studying at universities and/or registered institutions
    2. Non- black professionals who are interested in advancing the cause of this organization.
    3. Other Black health care professionals who have the interest of advancing the cause of the organization.
    4. Honorary membership shall be granted to any member advancing the cause of the organization.

Section 2: Special Meetings: Special meetings of the Members may be called by the President or by written request of at least 10 percent of the Regular Members directed to the President. Written and/ or personal notice of Special meetings and their purpose shall be given not less than ten (10) days before any such meeting, to be directed to the Professional members at their last known contact details as it appears on the Association books.

Section 3: Fees: All proposed changes in the Association fee structure shall be submitted to the Board for approval at least six months prior to the anticipated effective date.

ARTICLE V
Conventions

Annual Conventions: Conventions of the Association shall be held annually as determined by the National Executive Committee.

ARTICLE VI
Board of Directors

Section 1. Name: The official name for the Association Board shall be The Board of Directors of the National Black Speech Language and Hearing Association.

Section 2. General Powers and Duties: The Board of Directors of the Association shall be its own governing body. The Board shall manage, control and direct the affairs and property of the Association. The Board shall perform these functions through the management association firm or staff appointed by the Board. The Board shall have, and may exercise, all the powers specified in its Articles to carry out the purposes of the Association with respect to all questions and interpretations to these By-Laws, the majority decisions of the Board of Directors shall rule. All the powers, except as are otherwise provided for in this Constitution and in the Laws of the Republic of South Africa shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board may in general resolution delegate to the Association Management staff or firm as they see fit.

Section 3. Composition of the Board:

  1. Number: The number of Directors constituting the Board of Directors of this Association shall be not less 3 or more than 8, including the President and Vice President/s.
  2. Term of Office: The elected Directors shall serve for staggered terms of two years with three Directors being elected every year beginning in 2013 with the exception of the Chair. The Chair shall serve one year as Chair-Elect, one year as Chair and one year as Past-Chair. The term of any Director shall also expire by death, resignation or removal from office in accordance with these By-Laws. The Student Representative shall serve a two-year term. An office year begins and ends with the Association fiscal year.
  3. Executive Committee: The three officers of the Board of Directors serve as members of the Executive Committee. Except for the power to amend the Articles of Incorporation and By- Laws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
  4. Nominations: Nominations for members of the Board of Directors and the Student Representative shall be solicited from the current Association membership.
  5. Election: Voting shall be conducted and completed through printed Ballots to be sent to the current membership by February of each year with voting ending at the Annual General Meeting. Professional members of the Association shall elect the Board of Directors. Student members shall elect the Student Representative.
  6. Vacancies: Any vacancy occurring on the Board of Directors arising from any cause, including the expiration of a Director's term and any directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of the majority of the then members of the Board of Directors. A Director, or Student Representative, elected or appointed, as the case may be, to fill a vacancy in an unexpired term shall be elected or appointed for the unexpired term of his or her predecessor. The Student Representative shall be replaced through election or appointment by the Board upon resignation, termination of student status or cause (determined reasonable by the Board).
  7. Removal of Directors: Any Director may be removed from office for cause (failure to attend two (2) unexcused consecutive meetings, failure to perform duties) by the affirmative vote of a majority of the Directors in office at any regular or special meeting called for that purpose. Any such Director proposed to be removed shall be entitled to notice in writing which must be tendered not less than 10 or more than thirty days prior to the meeting at which such removal is to be considered. Such notice must state the cause for the proposed removal and must be delivered by registered mail. The Director shall be entitled to appear before the Board at this meeting and be heard.
  8. Resignation: Any director wishing to resign from the Board at any time is requested to give notice in writing thereof to the Chair of the Board.

Section 4: Officers of the Board:

  1. Composition: Officers of the Board of Directors shall consist of the President, the Vice- President, the CAO and CFO.
  2. Election of Officers: Officers of the Board shall be elected at the last meeting of the fiscal year or at such other time when there is a vacancy.
  3. Duties: The duties of the officers shall be as follows:
    1. President: The President shall preside at meetings of the membership, Board of Directors and Executive Committee. In the event of a tie at meetings of the Board of Directors, the President shall have the right to vote upon the question. The President shall communicate to the Association such matters as may in his or her opinion promote its welfare. The President shall perform as required by the nature of that office and shall enforce the By-Laws, rules and regulations of the Association. The President shall appoint officers and other members of authorized committees and shall be an ex-officio member of all committees. The President shall notify new board members of the election to the board.
    2. Vice President: The Vice President shall function as Vice-Chair and shall preside at all meetings of the Board of Directors at which the President is absent. In the event that neither the President nor the Vice President is present at such meetings, an Acting Chair may be chosen by a majority vote for that meeting.
    3. Chief Administrative Officer: The CAO shall keep a record of the proceedings of the meeting of the Board of Directors; issue all notices of meetings of the Membership and Directors; and be responsible for all correspondence pertaining to the affairs of the Association except as otherwise provided.
    4. Chief Financial Officer: The CFO shall be responsible for all monetary matters including preparation of the budget of the Association and shall be responsible for submitting a financial report to the membership at the Annual Business Meeting of the Association and/or meetings of the Executive Board.

Section 5: Meetings of the Board of Directors:

  1. Regular Meetings: A regular meeting of the Board of Directors shall be held at the Annual Convention. The President, at the request of a majority of the members of the Board, or as deemed necessary by the President, shall call other meetings such as conference calls.
  2. Time and Place: The President shall designate the time and place of all meetings. The meetings may be held within the Republic of South Africa. The place of meetings should inasmuch as possible reflect the geographic distribution of the Directors.
  3. Voting in Absentia: A Director may vote in absentia on any published agenda item as long as it is not modified during the Board meeting.
  4. Quorum: At all meetings of the Board, a majority of the Board shall be necessary and sufficient to constitute a quorum or 50 percent plus one of the voting members, for the transaction of business and the act of a majority of the Directors present at the meeting at which there is a quorum shall be the act of the Board, except as may otherwise be specifically provided by stature or by these By-Laws.
  5. Unanimous Consent: Any action required or permitted to be taken at any meeting of the Board of Directors may be taken by oral agreement without a meeting, if within seven days after such oral agreement, the text of the resolution or matter agreed upon is sent to all members of the Board via mail email or fax. All members of the Board must consent to such action in writing via mail, email or fax within 14 days of receipt of such text. Such consent in writing shall have the same force and effect as a unanimous vote and may be described as such in any document executed by the Association.
  6. Conflicts: No member of the Board shall vote or otherwise participate in any decisions of the Board if such vote or participation could involve him or her in a conflict of interest. The CAO shall note the abstention of the Director in the minutes of the meeting.

ARTICLE VII
Association Management

If decided upon by the board of directors, a management association firm will be selected by the Board to fulfill functions previously conducted by Executive Staff personnel. These roles shall include such duties as execution of services including membership communications, fiscal bookkeeping, convention and conference coordination, meetings and training coordination and other duties as contracted.

The fiscal year of the Association shall be fixed by resolution of the Board of Directors.

ARTICLE IX
Prohibition Against Sharing in Association Earnings

No Director, officer, employee or person connected with the Association or member of an advisory committee or panel, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board of Directors.

ARTICLE X
Amendments

Section 1. Constitution: The Constitution may be amended by an appropriate written proposal to the membership. Passage of the amendment to the Constitution shall require an affirmative vote of a quorum or 50 percent plus one of the voting members in attendance during the Annual General Meeting.
Section 2. Articles of Incorporation: The Articles of Incorporation of the Association may be altered, amended or repealed at any meeting of the Board of Directors by a majority of the Directors in office, or their designated representative, provided that the proposed action is inserted in the notice of such meeting and that such action is not inconsistent with ARTICLE IVof such Articles.