BYLAWS OF AUDIOLOGY PRACTICE STANDARDS ORGANIZATION

ARTICLE I NAME, OFFICES

Section 1.01. Name. The name of the Corporation shall be Audiology Practice Standards Organization (the “Corporation”).

Section 1.02. Registered Office. The registered office of this Corporation shall be as set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation of this Corporation.

Section 1.03. Other Offices. This Corporation may have such other offices, within or without the State of Minnesota, as the directors shall from time to time determine.

ARTICLE II
MEMBERSHIP

Section 2.01. Qualifications of Members; Term. Any person regularly engaged or employed as an audiologist for a period of at least one year shall be eligible to apply for full membership by submitting an application form (a “Member”). Any individual enrolled in an accredited audiology program may apply for student membership by submitting a student application form (a “Student Member”). Any individual who does not meet the criteria for Member or Student Member may apply for associate membership by submitting an Associate Member application form (“Associate Member”). Membership expires December 31 of each year at the conclusion of the Corporation’s fiscal year at which time the Member must reapply for membership.

Section 2.02. Active Membership Required. Membership shall consist of only active Members. Active Members are those persons who are employed or actively seeking employment in the field of audiology. Associate Members are those persons who have a continuing interest in audiology.

Section 2.03. Member Dues. Initially membership dues shall be $50.00 for full membership and $20.00 for student membership but this may be amended as may be determined by the Board of Directors from time to time. If the Board of Directors shall change the membership dues, Members shall be given ninety (90) days’ notice.

Section 2.04. Admission of New Members. The Secretary or a person designated by the Secretary shall approve the admission of any new Member.

Section 2.05. Membership Roster. The Corporation shall maintain a membership roster with the name and contact information of each individual Member.

Section 2.06. Member Voting Rights. Any person regularly engaged or employed as an audiologist for a period of at least one year shall be eligible to apply for full membership by submitting an application form (a “Member”). Any individual enrolled in an accredited audiology program may apply for student membership by submitting a student application form (a “Student Member”). Any individual who does not meet the criteria for Member or Student Member may apply for associate membership by submitting an Associate Member application form (“Associate Member”). Membership expires December 31 of each year at the conclusion of the Corporation’s fiscal year at which time the Member must reapply for membership.

ARTICLE III
MEETINGS OF MEMBERS

Section 3.01. Special Meetings; Notice. The Corporation shall not hold an annual meeting but may hold one or more special meetings of the Members as necessary and desired to conduct the business of the Corporation, including but not limited to, conferences, seminars, and other events appropriate to the purpose of the Corporation.

At least fourteen (14) days but not more than forty-five (45) days prior to each special meeting, the Secretary shall mail a notice, or deliver personally or by telephone, facsimile transmission, or electronic communication a notice to each Member stating the time and place of the meeting. The notice shall be mailed to each Member’s address as it appears on the membership records of the Corporation, or if no such address appears, at the Member’s last known place of business.

The notice of a special meeting must contain a statement of the purposes of the meeting. Business transacted at a special meeting is limited to the purposes stated within the notice of the meeting. Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the Corporation. The mailing of a notice in the manner provided in this section shall be considered notice served.

Section 3.02. Waiver of Notice. Notice will be deemed waived by any Member who attends the meeting in person or participates in the meeting via remote communication, unless the Member objects at the beginning of the meeting that the meeting is not lawfully called or convened and does not participate in the meeting. Notice may also be deemed waived if the Member consents to such waiver of notice in writing or by electronic communication, before, after or during the meeting.

Section 3.03. Quorum. A quorum for a meeting of the Members is ten (10) percent of the Members entitled to vote at the meeting. A quorum is necessary for the transaction of business at a meeting of the Members. If a quorum is not present, the meeting may be adjourned from time to time for that reason, provided that if a quorum has been present at a meeting and Members have withdrawn from the meeting so that less than a quorum remains, the Members still present may continue to transact business until adjournment.

Section 3.04. Action Without a Meeting. An action required or permitted to be taken at a meeting of the Members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the Members. The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of Members, unless a different effective time is provided in the written action.

Section 3.05. Meetings Conducted Solely Through Electronic Communication. The Members may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given as specified in Section 3.01 and that the quorum requirements specified in Section 3.04 are met. Remote communication includes any communication that is accomplished by means of electronics, telephone, video or Internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting through a form of remote communication that is authorized by the Members constitutes a personal presence at a meeting.

Section 3.06. Attendance and Participation in Meetings by Means of Remote Communication. The Members may authorize attendance and participation by individual Members at meetings through one or more means of remote communication. Participation in a meeting through a form of remote communication authorized by the Members constitutes personal presence at the meeting.

Section 3.07. Proxy Voting. With respect to any meeting of the Members, a Member entitled to vote may cast a vote by (a) filing a non-electronic written appointment of a proxy, signed by the member, with an officer of the Corporation at or before the meeting at which the appointment is to be effective, or (b) telephonic transmission or authenticated electronic communication, whether or not accompanied by written instructions of the Member, of an appointment of a proxy with the Corporation or the Corporation’s duly authorized agent at or before the meeting at which the appointment is to be effective. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided, however, that a proxy is not valid for more than three (3) years from its date of execution. An appointment of a proxy is revocable by the Member appointing the proxy (i) attending a meeting and voting in person or (ii) signing and delivering to the Secretary or officer or other agent authorized to tabulate votes either a writing stating that the appointment of the proxy is revoked or a later appointment form.

Section 3.08. Action by Written Ballot. An action that may be taken at a regular or Special Meeting of Members may be taken without a meeting if the Corporation mails or delivers a ballot to every Member entitled to vote on the matter. The Corporation may deliver a ballot by electronic communication if the ballot is delivered pursuant to Section 3.09 herein, as if the ballot were a notice. Consent by a Member to receive notice by electronic communication in a certain manner constitutes consent to receive a ballot by electronic communication in the same manner. A ballot must set forth each proposed action and provide for an opportunity to vote for or against each proposed action. Approval by ballot is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Solicitations for votes by written ballot must (a) indicate the number of responses needed to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter other than election of directors; and (c) specify the time by which a ballot must be received by the Corporation in order to be counted. A written ballot may not be revoked. A ballot delivered to the Corporation by electronic communication is valid only if the communication sets forth information from which the Corporation can reasonably conclude that the communication was sent by the purported sender.

Section 3.09. Notice by Electronic Communication. Any notice to members given by the Corporation by a form of electronic communication consented to by the Member to whom notice is given is effective when given. The notice is deemed given: (1) if by facsimile communication, when directed to a telephone number at which the Member has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice; (3) if by a posting on an electronic network on which the Member has consented to receive notice, together with separate notice to the Member of the specific posting, upon the later of the posting or the giving of the separate notice; and (4) if by any other form of electronic communication by which the Member has consented to receive notice, when directed to the member.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.01. Administration of Corporation; Board Authority. Except as otherwise provided by the Articles of Incorporation or by these Bylaws, the property, business, and affairs of this Corporation shall be managed by a Board of Directors, hereinafter sometimes referred to as "Board."

Section 4.02. Number; Board Composition. The number of directors that shall constitute the whole board shall not be fewer than three (3). The exact number of directors may be fixed from time to time within such limit by a duly adopted resolution of the Board of Directors. The exact number of directors presently authorized shall be nine (9) until changed within the limits specified above by a duly adopted resolution of the Board of Directors.

Directors shall be Full Members of the organization in good standing. Directors are elected for a term of three (3) years. Directors shall be elected by the vote of a majority of the Members present at a meeting duly held at which a quorum is present. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected until their death, resignation, or removal, and until a successor has been elected and qualified. Directors may be re-elected to serve a maximum of two (2) consecutive terms on the board.

Section 4.03. Resignation. A director may resign at any time by giving notice to this Corporation. The resignation of a director is effective without acceptance when the notice is given to this Corporation, unless a later effective time is specified in the notice. Written notice or an electronic communication which meets the requirements of Section 4.13 may satisfy the notice requirement.

Section 4.04. Removal of Directors. A director may be removed at any time, with or without cause, only upon the affirmative vote of the Board (not including the vote of the director being removed).

Section 4.05. Vacancies. Any vacancy in the Board caused by death, resignation, removal, an increase in the number of directors, expiration of term, or any other cause, shall be filled by affirmative vote of the Board. The term of the director filling the vacancy shall expire at the end of the next annual meeting at which directors are to be elected.

Section 4.06. Meetings. The Board of Directors shall meet from time to time, at such times and places and in such manner as the President may determine. Every act or decision shall be made by majority vote of the directors present at a meeting duly held at which a quorum is present, unless different voting rules for approval of a matter by the Board of Directors is required by the Articles of Incorporation of this Corporation or these Bylaws, or by provisions of the Minnesota Nonprofit Corporation Act.

Section 4.07. Notice of Meetings. Notice of a meeting shall be mailed to each director, addressed to the director at his or her residence or usual place of business, at least five (5) days before the day on which the meeting is to be held, or delivered personally or by telephone, facsimile transmission, or electronic communication, not later than two (2) days before the day on which the meeting is to be held, however, notice need not be given if the date, time and place of the meeting were announced at a previous Board meeting. The notice shall state the time, place and manner of the meeting, but need not state the purposes thereof.

Section 4.08. Waiver of Notice. Notice will be deemed waived by any director who attends the meeting in person or participates in the meeting via remote communication, unless the director objects at the beginning of the meeting that the meeting is not lawfully called or convened and does not participate in the meeting. Notice may also be deemed waived if the director consents to such waiver of notice in writing or by electronic communication, before, after or during the meeting.

Section 4.09. Quorum. Six (6) members of the Board of Directors shall constitute a quorum.

Section 4.10. Action Without a Meeting. An action required or permitted to be taken at a meeting of the Board of Directors that requires Member approval may be taken by a written action signed, in one or more counterparts, by all of the directors. An action required or permitted to be taken at a meeting of the Board of Directors that does not require Member approval may be taken by a written action signed, in one or more counterparts, by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all of the directors were present.

Section 4.11. Meetings Conducted Solely Through Electronic Communication. The Board of Directors may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given, as specified in Section 4.04 and that the quorum requirements specified in Section 4.06 are met. Remote communication includes any communication that is accomplished by means of electronics, telephone, video or Internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis. Participation in a meeting through a form of remote communication that is authorized by the Board of Directors constitutes personal presence at a meeting.

Section 4.12. Attendance and Participation in Meetings by Means of Remote Communication. The Board of Directors may authorize attendance and participation by individual Board members at meetings through one or more means of remote communication. Participation in a meeting through a form of remote communication authorized by the Board of Directors constitutes personal presence at the meeting.

Section 4.13. Electronic Records and Signatures. This Corporation recognizes that authenticated electronic communications that satisfy the requirements of this section may legally satisfy written record and signature requirements necessary for valid records, signatures, and contracts.

Authenticated communications are those communications that set forth information from which the Corporation can reasonably conclude that the communication was sent by the purported sender and are delivered to the principal place of business of the Corporation, or to an officer or agent of the Corporation who is authorized by the Corporation to receive the communication. Electronic records are records that are created, generated, sent, communicated, received or stored by electrical, digital, magnetic, wireless, optical, electromagnetic or similar technologies. Valid electronic signatures are those that are expressed through an electronic sound, symbol or process, and that are logically associated with a record and executed or adopted by a person with intent to sign the record.

ARTICLE V
OFFICERS

Section 5.01. Officers; Term. The officers of this Corporation shall consist of a President, a Vice President, a Past President, a Treasurer, and a Secretary. The term of office of the President, Past President and Vice President shall be for one (1) year which coincides with the fiscal year of the Corporation. The term of the Treasurer and Secretary shall be for a term that runs concurrent with that director’s term as a director.

Section 5.02. Succession of Officers; Filling of Vacancies. The Vice President shall have automatic succession to the office of President upon the expiration of the President’s term. The President shall have automatic succession to the office of Past President at the end of the President’s term. The Vice President shall be elected from existing/current members of the Board of Directors by a majority vote of the Board of Directors (not including the Director being elected). A candidate for Vice President is allowed to serve on the Board beyond his or her elected term if necessary to fulfill the term of obligation by succession to President and Past President. Treasurer and Secretary shall be elected from the members of the Board of Directors by a majority vote of the Board of Directors (not including the Director being elected). An officer completing his/her term as Past President who has at least one year remaining in the 3-year term for which he or she were originally elected will remain on the board without an officer position until the elected term expires. A vacancy in an office because of death, resignation, removal, or any other cause of the Vice President, Secretary or Treasurer shall be filled for the unexpired part of the term through appointment by the President from the current Board of Directors. A vacancy in the position of President shall be filled by the Vice President.

Section 5.03. Past President. The Past President shall perform such duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 5.04. President. The President shall (a) have general active management of the business of the Corporation; (b) preside at meetings of the Board of Directors and the Members; (c) see that orders and resolutions of the Board of Directors are carried into effect; (d) sign and deliver in the name of the Corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation or Bylaws or by the Board of Directors to another officer or agent of the Corporation; (f) approve any bill for any expense exceeding $999 authorized by the laws of the Corporation or by vote of the officers; (g) appoint all committees not otherwise provided for and appoint an voting member from the Board of Directors to serve as liaison to such committees; and (f) perform such other duties as may from time to time be prescribed by the Board of Directors or the President of the Board. In the event of illness or emergency in the office of Treasurer, the President is authorized to sign checks and carry out the financial business of the Corporation until the office of Treasurer is no longer vacant.

Section 5.05. Vice President. The Vice President shall fulfill the duties of the President in the President’s absence.

Section 5.06. Secretary. The Secretary shall (a) have possession of the records of the Corporation or cause the records to be kept in an appropriate manner, when necessary, certify proceedings of the Board of Directors and the Members; (b) file notice of all meetings, nominations, and elections, and notify candidates of their nomination for election; and (c) perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 5.07. Treasurer. The Treasurer shall: (a) keep accurate financial records for the Corporation; (b) deposit money, drafts, and checks in the name of and to the credit of the Corporation in the banks and depositaries designated by the Board of Directors; (c) endorse for deposit notes, checks, and drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers for the deposit; (d) approve and disburse corporate funds and issue checks and drafts in the name of the Corporation with expenses exceeding $999 requiring written approval by the President; (e) upon request, provide the President and the Board of Directors an account of transactions by the Treasurer and of the financial condition of the Corporation; (f) submit a written annual report at the end of the fiscal year; and (g) perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 5.08. Compensation. The Corporation may pay its Officers, agents and employees compensation commensurate with their services, and reimbursement for reasonable expenses incurred in the performance of their duties. The amount of salary if any paid to each Officer shall be fixed by action of the Board of Directors or in such other manner as the Board of Directors shall prescribe.

ARTICLE VI
COMMITTEES

Section 6.01. Committees. The Board of Directors may, by resolution adopted by a unanimous vote of directors then in office, provided that a quorum is present, create one or more committees.

Section 6.02. Procedures. The general procedures specified within Article V apply to committees and members of committees to the same extent as those sections apply to the Board and directors. Each committee shall prepare minutes of its meetings and shall furnish such minutes to the Board and to members of the committee.

ARTICLE VII
FISCAL YEAR

Section 7.01. Fiscal Year. The Fiscal Year of the Corporation shall begin on January 1st and end on December 31st of each calendar year.

ARTICLE VIII
INDEMNIFICATION

Section 8.01. Indemnification. The Corporation shall indemnify each Director, officer, agent or committee member, and other persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by any applicable law.

ARTICLE IX
AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS