ARTICLE I Name of corporation
The name of this Corporation is Pan American Society of Audiology, hereinafter referred to as the "Society." ^

ARTICLE II Location of Corporation
The principal office of this Corporation shall be located at 704 E. 23rd Avenue, Spokane, Washington 99203 USA. This Corporation may also have offices at such other places within and without the State as the Board of Directors may from time to time designate. ^

ARTICLE III Membership
Section 3.1 Definition or Classification of Members.
The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly. For the purpose of registration, the number of members of the Society is unlimited. Membership in the Society shall not be transferable. 
The following shall be admitted to membership in the Society: ^

A) FULL MEMBERS: any individuals residing in the americas who upholds the objectives of the society, has a universitary degree in audiology or any related field his own country, and contributes to the support of the society an amount to be determined at the general assembly. a full member will have voice and vote, receive the newslñetter and all the communications of the society, attend the comgresses, simposia, copurses or meetings organized under the pasa support at a discouned rate, participate in pasa committees, serve on governing bodies of the society and to other benefits fo the society. ^

B) ASSOCIATE MEMBERS: individuals without a universitary degree but with interest in the objectives of the society. associate members will receive the publicatons of the society, attend meetings organized or supported by pasa at a discounted rate, voice in pasa meetings but not vote and all the other benefits of the society. ^

C) CORRESPONDANTE MEMBERS: any individuals residing outside the americas who upholds the objectives of the society, has a universitary degree in audiology or any related field his own country, and contributes to the support of the society an amount to be determined at the general assembly. a correspondant member will have voice in the pasa meetings, receive the newsletter and all the communications of the society, attend the congresses, simposia, courses or meetings organized under the pasa support at a discounted rate, and other benefits of the society with the exemptiuon of serve in governing bodies. ^

D) HONORARY MEMBERS: any individuals, current or past members of the society or nonmembers, designated by the executive committee in recognition of scientific or other relevant contribution to the field of audiology. honorary members will have voice in pasa meetings, receive all the pasa publications, and all the other benefits of the society. ^

E) CORPORATE MEMBERS: must apply to pasa in this category the regional, national or state organizations whose members engage in clinical, research or teaching aspects of the audiological field. corporate members will be also other kind of organizations without the specific purposes already mentioned, but with other interests that could be related to the aims of the society. ^

Whenever the term "good standing" is used relative to any class of membership, either voting or non-voting, it requires that there be no delinquency in support (i.e., dues) as defined. Payment of support to the Society automatically grants membership in the Society. ^

Section 3.2 Selection or Approval of Members. 
formal admission as full member is required by virtue of an applicant having a universitary degree in audiology or related disciplines, as attested by a member of the executive committee and a member at large as representative of the applicant's region or home country . ^

associate members will be admited with the support of the signatures of a full member and a member at large as representative of the applicant's region or home country. ^

correspondant members will be admitted filling the corresponding appliaction form and with the support of two full members of the society.

corporate members shall fill an application form supported by two mmbers of the executive committee and will be admitted by decision of the executive committee. ^

honorary members may be proposed by the executive committee and approvbed by the general assembly. ^

The entry in the Register of Members by the Secretary of the name and address of any organization or individual shall constitute an admission to membership in the Society. The executive committee shall have authority to approve all membership applications and may prescribe such policies and procedures as it deems necessary and proper for the processing of such applications. ^

Section 3.3 Voting Rights.
Every member of the Society shall be entitled to attend all General Meetings of the Society and to vote at any General Meeting of the Society and to hold any office, but there shall be no proxy voting. ^
Section 3.4 Resignation.
Membership in the Society shall cease upon the death of a member or, if by notice in writing to the Society, the member resigns membership or ceases to qualify for membership in accordance with these by-laws. ^

ARTICLE IV Membership Meetings
Section 4.1 Member Meetings.
The ordinary or General Meeting of the Society shall be held biennially, preferably in odd-numbered years at a time and place chosen by the executive committee upon the advice of the general membership. The membership must be notified by mail at least thirty (30) days in advance of a meeting at which a vote will be taken. ^
Section 4.2 Special Meetings.
An extraordinary general meeting of the Society may be called by the President or by the officers at any time, and shall be called by the executive if requested in writing by at least twenty-five per cent (25%) in number of the members of the Society. ^
Section 4.3 Notice of Member Meeting.
Notice of all members' special meetings stating the time and the place and the objects for which such meetings are called shall be given by the President or the Secretary by mail not less than ten (10) nor more than forty (40) days prior to the date of the meeting to each member of record at said member's address as it appears on the stock books of the Corporation unless said member shall have filed with the Secretary of the Corporation a written request that notice intended for said member be mailed to some other address, in which case it shall be mailed to the address designated in such request. ^
Section 4.4 Waiver of Notice.
Whenever any notice is required to be given by these Bylaws, or the Articles of Incorporation of this Corporation, or any of the corporation laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed equivalent thereto. ^
Section 4.5 Quorum of Members.
Except as hereinafter provided and as otherwise provided by law at any meeting of the members, a majority of five members entitled to vote, present in person, shall constitute a quorum. They may adjourn any meeting and the meeting may be held as adjourned without further notice; provided, however, that officers shall not be elected at meetings so adjourned. When a quorum is present at any meeting, a majority thereat and entitled to vote shall decide any question brought before such meeting unless a question is one upon which, by express provision of the laws of the State of Washington or of the Articles of Incorporation, or by these Bylaws, a larger or different vote is required, in which case such express provisions shall govern and control the decision of such question. ^
Nothing herein to the contrary, and as allowed by law, any action requiring or that may be taken at a meeting of the members, may be taken without such a meeting if a consent in writing that sets forth the motion so taken is signed by all of the members entitled to vote with respect to the matter. 
Section 4.6 Proxy and Voting.
Members of record may vote at any meeting in person or by mail (including e-mail). There shall be no proxy voting. Each member is entitled to one vote. ^
Section 4.7 Conduct of Business.
At each ordinary General Meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business: ^

opening address by the president of the society
approval of the minutes of preceding general meeting
bussines derived from the minutes
financial report by the treasurer
report of the editor
report of the secretary
report of the president
eection of new officersfor the e.c.
election of site and president of the next meeting
election of themes and moderators
new business
congratulations of the society ^

Minutes of the general aseembly shall be signed by the president and the secretary. The President of the Society shall preside as Chair at every General Meeting of the Society; If there is no President, or if at any meeting that person is not present at the time of holding the same, the vice-president shall preside as Chair; If there is no President or vice-president, or if at any meeting neither is present at the holding of the same, the members present shall choose someone of their number to be Chair. ^

The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes, the Chair shall have a casting vote. 
The Chair, with the consent of the meeting, may adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members. ^
At any meeting, unless a poll is demanded by at least three members, a declaration by the chair that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favor of or against such resolution. 
If a poll is deemed in a manner aforesaid, the same shall be such matters as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in General Meeting. ^

ARTICLE V Dues and Fees
Section 5.1. When Payable.
Power to increase the annual dues will be determined by the general membership at the General Meeting. Dues are payable in United States dollars only. Dues for new members are to be paid annually in advance and thereafter shall become due and payable on the first of January of each succeeding year. ^

ARTICLE VI Board of Directors
Section 6.1 Qualifications.
A director must be a member in good standing. ^ 
Section 6.2 Number and Term.
A Board of Directors, consisting entirely of the officers of the Society, the Editor of the Society's publications, shall be chosen by ballot at the General Meeting of the members or at any meeting held in place thereof as provided by law or by mail, and the number of directors of this Corporation shall be not less than five (5) nor more than fifteen (15). The number of directors of this Corporation may be increased or decreased by Amendment of the Bylaws as herein provided. Directors shall hold their positions for no more than two terms or six years. Each director shall serve until the next annual meeting of the members and until a successor is duly elected and qualified. ^

In addition to the officers listed above, the executive committee will also have members at large or regional representatives. these representatives are to reprsent 1) Argentina, Chile and Uruguay; 2) Bolivia, Brazil and Paraguay; 3) Colombia, Ecuador, Peru and Venezuela; 4) Central Americal; 5) The Caribbean; and 6) North America (i.e. Canada Mexico and United States). no regional representative may be from a country of any of the officers. they are to communicate to the board and the membership via the relevant vicepresident. ^

Section 6.3 Powers of Directors.
The Board of Directors shall have the entire management of the business of the Corporation. In the management and control of the property, business, and affairs of the Corporation, the Board of Directors is hereby vested with all the powers possessed by the Corporation itself, so far as this delegation of authority is consistent with the laws of the State of Washington, with the Articles of Incorporation of the Corporation, or with these Bylaws. ^
Section 6.4 Directors' Meetings.
Regular meetings of the Board of Directors shall be held at such places within or without the State of Washington and at such times as the Board by vote may determine and, if so determined, notice thereof need not be given. Special meetings of the Board of Directors may be held at any time or place within or without the State of Washington, whenever called by the President, the Secretary, or the majority of the directors, notice therefor being given to each director by the Secretary or an officer calling the meeting, or at any time without formal notice, provided all the directors are present or those not present shall at any time waive or have waived notice thereof. Notice of special meetings, stating the time and place thereof shall be given by mailing the same to each director at said director's residence or business address at least two days before the meeting, or by delivering the same to said director personally not later than the day before the day on which the meeting is to be held, unless, in the case of an emergency, the President shall prescribe a shorter notice to be given personally. Such special meeting shall be held at such time and place as the notice thereof or waiver shall specify. The officers of the Corporation shall constitute the Board of Directors after their election by the members, and a meeting may be held without notice for this purpose immediately after the General Meeting of the members. ^
Section 6.5 Quorum of Directors.
One-third of the members of the Board of Directors as constituted for the time being shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, one-third of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law or by these Bylaws. Nothing herein to the contrary, and as allowed by law, any action requiring, or which may be taken at, a meeting of the directors or of a committee, may be taken without such a meeting if a consent in writing which sets forth the motion so taken is signed by all of the directors, or all of the members of the committee, as the case may be, who are entitled to vote with respect to the matter. Such consent shall have the same effect as a unanimous vote. ^
Section 6.6 Removal of Directors.
A director may be removed with or without cause at a special meeting called for that purpose by either the Board or members by a two-thirds vote of the Board of Directors or members. 
In the event that a director resigns office or ceases to be a member in the Society, whereupon the office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society. ^
Section 6.7 Conduct of Business.
The President, or in the President's absence, the vice- president or, in the absence of any of them, any director appointed from among those directors present shall preside as Chair at meetings of the Board. ^ The Chair shall be entitled to vote as a director and, in the case of an equality of votes, shall have casting vote in addition to the vote entitled as a director. ^
Section 6.8 Reimbursement of Expenses.
Directors shall not receive any stated salary for their services as directors; but, by resolution of the Board of Directors, a fixed fee and/or expenses of attendance may be allowed for attendance at each meeting for which no other claim (i.e., as a director) is made. ^

ARTICLE VII Nominations and Elections 
Section 7.1 Nominating Committee.
The nominating committee will consist of the officers of the Society convening as such. A chair is to be elected by the Nominating Committee at its first meeting following the regular meeting of the Society. Any member who becomes unable to serve shall so notify the President who will appoint a successor. ^
Section 7.2 Nominations.
The Nominating Committee will select a slate of one (1) or more eligible persons for each office. The members of the Nominating Committee may not nominate themselves for any office; and, if nominated by other members, will not participate in the selection process of nominees for office for which they have been nominated. The Nominating Committee shall secure, from each nominee, a written or oral statement of willingness to serve if elected. It shall submit its slate of nominees to the secretary at least forty-five (45) days prior to the regular meeting. At least thirty (30) days prior to the regular meeting, the secretary will include this with the call for the meeting. ^ 
Section 7.3 Elections. 
(a) Its chair will read the report of the Nominating Committee at the business session of the regular meeting. The chair of the meeting will invite nominations from the floor for each of the vacant positions. Each person nominated from the floor must signify willingness to serve if elected. If the person nominated from the floor is not present, willingness to serve must have been communicated in writing to the Secretary. ^
(a) Voting will be by secret ballot for any position for which there is more than one (1) candidate. 
(b) The chair of the Nominating Committee will serve as head teller, and the presiding officer of the meeting shall appoint two (2) additional tellers. The tellers will count the votes and give the count to the presiding officer who shall announce the result before the end of the meeting. To be elected, a candidate must receive a majority of the votes cast for that position. In case a candidate for a position does not receive a majority of the votes cast, a vote will be taken on the two (2) candidates receiving the highest number of votes. ^

ARTICLE VIII Officers
Section 8.1 Designation.
The officers of the Society shall be a President, two Vice Presidents, a Treasurer, and a Secretary. The officers of Treasurer and Secretary may be combined. ^
Section 8.2 Reimbursement of Expenses. (see §6.8)
Officers shall not receive any stated salary for their services as officers; but, by resolution of the Board of Directors, a fixed fee and/or expenses of attendance may be allowed for attendance at each meeting for which no other claim (i.e., as a director) is made. ^
Section 8.3 Eligibility of Officers.
All officers must be members in good standing with the Corporation. ^
Section 8.4 Additional Officers and Agents.
The Board of Directors, at its discretion, may elect additional vice presidents and may appoint a general manager, one or more assistant secretaries, one or more assistant treasurers, and such other officers or agents as it may deem advisable, and prescribe the duties thereof. ^
Section 8.5 President.
The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him by the members from time to time. The President shall preside at all meetings of the Society and of the executive committee. The President is the Chief Executive of the Society and has general supervision and direction of the Society's affairs under the direction of the executive committee. The President appoints chairs of all standing and special committees, and is an ex-officio member of all committees except the audit committee. The President shall authenticate by signature, when necessary, all acts, orders, and proceedings of the Society. The President shall have such powers and perform such other duties as prescribed by these by-laws and shall have, in general the powers and duties usually associated with the office of President. The President shall submit a progress report to meetings of the Society and shall assure the provision of an audited financial report. ^
Section 8.6 Vice President.
There shall be two vice-presidents, one for North and Central America and one for South America, including the nations of the Caribbean. The executive committee shall choose either to succeed to the presidency in case of a vacancy in that office and shall perform the duties of the president in case of absence or disability. Similarly, the other vice-president shall succeed the first. The vice-presidents shall aid the president in the performance of such duties as may be assigned. A vice-president, at the request of the membership and subject to its directions, shall perform the duties of the Chair during the absence, illness, or incapacity of the President, or during such period that the Chair may request. ^
Section 8.7 Secretary.
The Secretary shall keep accurate minutes of all meetings of the members and of the Board of Directors, and shall perform all the duties commonly incident to the office, and shall perform such other duties and have such other powers, as the Board of Directors shall designate. In the absence of the Secretary at any meeting, an assistant secretary or secretary pro tempore shall perform the Secretary's duties thereat. ^
The Secretary will have custody of all important documents of the Society, copies of which will be available in both English and Spanish. The Secretary will keep an accurate record of the proceedings and business transactions of all regular, special, and executive committee meetings of the Society. These records will be submitted to each member of the executive committee within thirty (30) days of such meeting. The Secretary will keep an accurate record of the names and addresses of all members. ^
Section 8.8 Treasurer.
The treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of the Corporation, and shall have and exercise, under the supervision of the Board of Directors, all the powers and duties commonly incident to this office. The Treasurer shall deposit all funds of the Corporation's transactions which shall be the property of the Corporation and together with all its property in his possession shall be subject at all times to the inspection and control of the Board of Directors. ^
All checks, drafts, notes, or other obligations for the payment of money shall be signed by such officer or officers or agents as the Board of Directors shall by general or special resolutions direct. The Board of Directors, in its discretion, may also require by general or special resolution that checks, drafts, notes, and other obligations for the payment of money shall be countersigned as a condition to their validity by such officer or officers or agent or agents as shall be directed in such resolution. ^
Section 8.9 Resignations and Removals.
Any director or officer of the Corporation may resign at any time by giving written notice to the Corporation, to the Board of Directors, or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or if the time be not specified therein, upon its acceptance by the Board of Directors. 
The members, at any special meeting called for the purpose, by vote of a majority of members entitled to vote, may remove from office any director or other officer elected or appointed by the members or Board of Directors and elect or appoint a successor. The Board of Directors, by vote of not less than a majority of the entire Board, may remove from office any officer or agent elected or appointed by it. ^
If an officer of the Society fails to attend three (3) consecutive meetings of the executive committee or to perform the duties of the office, without cause, or is otherwise unable to serve or resigns, or is removed from office for cause, a majority of the executive committee may declare a vacancy to exist in the position. ^
Section 8.10 Vacancies.
If the office of any director or officer or agent becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the directors, by vote of majority of a quorum, may choose a successor or successors who shall hold office for the unexpired term. If there be less than a quorum of the directors but at least two directors at the time in office, the drectors, by a majority vote, may choose a successor or successors who shall hold office for the unexpired term. ^

Section 8.11 Term of Office.
No elected officer, except the secretary, shall be elegible to serve ,more than two (2) consecutive terms in the same office. Each officer shall hiold office, unless that person resigns or is removed, until a successor has been elected and duly instaled. ^

ARTICLE IX Committees ^
Section 9.1 Executive Committee.
The Executive Committee will consist of the duly elected officers and the immediate Past President, the Editor and the members at large or regional representatives, which shall have and exercise the authority of Directors in the management of the business and direction of the affairs of the Corporation, subject to such limitations as may be required by law or imposed by resolution of the Directors. The President shall act as Chair of the Executive Committee. Three (23) members shall constitute a quorum for the transaction of business. Meetings shall be called by Chair or by three (3) members. ^
Section 9.2 Nominating Committee.
See §7.1 Section 8.10 Vacancies. If the office of any director or officer or agent becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the directors, by vote of a majority of a quorum, may choose a successor or successors who shall hold office for the unexpired term. If there be less than a quorum of the directors but at least two directors at the time in office, the directors, by a majority vote, may choose a successor or successors who shall hold office for the unexpired term. ^
Section 9.3 Other Committees.
Standing committees or ad hoc committees may be designated and organized by the Board of Directors as deemed appropriate. The President shall serve as ex-officio member of all committees. ^

ARTICLE X Fiscal Year 
The choice of the fiscal year of the Corporation shall be left to the determination of the Board of Directors. ^

ARTICLE XI Transactions with Members, Officers and Directors 
This Corporation may enter into contracts and otherwise transact business with its directors, officers, and members and with corporations, associations, financial entities in which they are or may be or become interested as directors, officers, members, or otherwise, as freely as though such adverse interests did not exist, even though the vote, action, or presence of such director, officer, or member may be necessary to obligate this Corporation upon such contracts or actions. In the absence of fault, no such contract or transaction shall be voided and no such director, officer, or member shall be held liable to account to this Corporation by reason of such adverse interests or by reason of any fiduciary relationship to the Corporation, provided that the nature of such interest be disclosed or known to the Board of Directors of this Corporation at the meeting thereof at which such contract or transaction is authorized or confirmed. A general notice that a director, officer or member of this Corporation is interested in any corporation, association, firm, or entity shall be sufficient disclosure with respect to all contracts and transactions with that corporation, association, firm or entity. ^

ARTICLE XII Indemnification 
To the extent permitted by the Washington Business Non-Profit Corporation Act, the Corporation may indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative, or investigative action, suit or proceeding, whether brought by or in the right of the Corporation or otherwise, by reason of the fact that he or she is or was a director or officer of the Corporation, or is or was serving at the request of a Corporation as a director or officer of any corporation, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. The Board of Directors, at any time, may approve indemnification of any person whom the Corporation has the power to indemnify under the laws of the State of Washington. The indemnification provided by this section shall not be deemed exclusive of other rights to which a person may be entitled as a matter of law or by contract. This Corporation may pay for or reimburse the reasonable expenses incurred by a director or officer of this Corporation or any person the Corporation has power to indemnify who is a party to a proceeding in advance of final disposition of the proceeding in accordance with R.C.W. 23B.08.530 as stated or hereinafter amended. ^

ARTICLE XIII Amendments
The Bylaws of the Corporation may be amended, added to, or repealed by vote of a majority of the membership of this Corporation entitled to vote at any meeting of the members or by mail (including e-mail), provided notice of the proposed changes is given in the notice of meeting, or notice thereof is waived in writing. The Bylaws may also be altered, amended, or repealed by a majority vote of the Board of Directors unless an amendment passed by the membership prohibits it. ^

CERTIFICATION KNOW ALL MEN BY THESE PRESENTS:
The undersigned, Secretary of the PanAmerican Society of Audiology, does hereby certify that the above and foregoing Bylaws were duly adopted by the members and directors as the Bylaws of said corporation on the 29th day of April 1999, and that the same do now constitute the Bylaws of this Corporation. 
Secretary ^