The name of the Corporation, formerly the Council of Graduate Programs in Communication Sciences and Disorders, shall be the Council of Academic Programs in Communication Sciences and Disorders.

The Corporation shall have perpetual existence.

The Council of Academic Programs in Communication Sciences and Disorders is committed to enhancing the quality of education in communication sciences and disorders.  The Council’s purposes include: advancing the goals and effectiveness of academic programs, including the promotion of research, pedagogy, clinical education, and the highest educational standards; facilitating the exchange of scholarly and professional information; and fostering initiatives to enhance the preparation of students to meet the public need.

In accomplishing these purposes, the Council:

1. Develops and disseminates position statements on academic issues germane to the discipline of communication sciences and disorders.
2. Serves as an advocate for the highest standards of academic programming.
3. Advises other professional and scholarly organizations, governmental agencies, legislative bodies, and the university community.
4. Collects and disseminates information relevant to academic issues.
5. Promotes and provides professional development opportunities for faculty, staff, and administrators in communication sciences and disorders
6. Fosters quality education and research in communication sciences and disorders.

Section 1.  The Corporation shall have all of the powers specifically set forth in the Code of Alabama, 1975, Section 10-3-120, as amended, and all other lawful powers of nonprofit corporations, subject only to the limitations expressed herein.

Section 2.  The Corporation shall be not-for-profit, anything herein contained to the contrary notwithstanding; no part of the assets or net earnings of the Corporation shall inure to the benefit of any private individual, nor shall any part of the assets or net earnings be applied at anytime to any purpose other than furtherance of the purposes above stated and/or charitable, scientific, literary or educational purposes.  The Corporation shall apply for tax-exempt status and, notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a Corporation exempt from federal income tax under the subsection of Section 501 of the Internal Revenue Code of 1954, pursuant to which the exemption is granted (or the corresponding provision of any future United States Internal Revenue Law).

Section 3.  Except as specifically provided to the contrary herein, or in the Bylaws or as provided by law, the powers of the Corporation shall be vested in the Executive Board.

Section 1.  Executive Board. The affairs of the Corporation shall be managed by an Executive Board.  Its number, qualifications, terms of office, and manner of selection shall be fixed in the Bylaws.

The Executive Board shall consist of the elected officers of the organization and the Vice-President for Standards & Credentials; Vice-President for Communications; Vice-President for Research and Academic Development; and Vice-President for Professional Development. The Bylaws shall provide (a) the process for the election of  the officers and (b) the process for appointment of Vice-Presidents.

Without qualifying or limiting the Executive Board’s entire control and management of the Corporation and its property, the Executive Board is expressly authorized:

A. To cause these Articles of Incorporation to be amended from time to time in any and as many respects as said Executive Board deems desirable, excepting those provisions establishing the number of officers, the qualifications, terms of office, and manner of selection of officers, so long as said amendments contain only such provision as are lawful and proper under the Alabama Non-Profit Corporation Act, the applicable provisions of Section 501 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), the Bylaws of the Corporation, and other applicable laws.

B. To make and alter the Bylaws of the Corporation not inconsistent with these Articles of Incorporation or any applicable laws, excepting those provisions establishing the officers, the qualifications, terms of office, and manner of selection of officers.

Section 2. Officers.  The elected officers of the Corporation shall be a President, President-Elect, Immediate Past President, Secretary, and Treasurer.  Their manner of selection and terms of office shall be established in the Bylaws.  Officers shall possess such powers and duties as are necessary to the fulfillment of the purposes set forth in the Articles of Incorporation, and such powers and powers and duties shall be established in the Bylaws not inconsistent with the Articles of Incorporation.
 

Section 1. Membership.  Membership in the Council of Academic Programs in Communication Sciences and Disorders is open to all institutions of higher education that provide academic education in communication sciences and disorders.

Section 2.  Criteria for Institutional Membership.  Criteria for membership shall include the following:

A. The educational institution must be a regionally accredited institution of higher education offering a baccalaureate or higher degree in communication sciences and disorders.

B.  Communication sciences and disorders shall be an identifiable organizational unit within the college or university.

C. Member institutions shall have on file the administrative policies of the institution, declaring that the academic and/or clinical services programs are in compliance with the Civil Rights Act, its amendments and executive orders, or for international programs, relevant national civil rights documents with respect to students, staff, and clients, and that recruitment, instruction and clinical services are conducted in a manner that will ensure equitable treatment of students, staff, and clients without regard to gender, sexual orientation, age, race, creed, national origin or disability and are designed to encourage the recruitment and participation of minority students and faculty.

D.  Institutions, other than colleges and universities, with goals and purposes that are consonant with those of the Council of Academic Programs in Communication Sciences and Disorders and who are directly involved with education but do not meet criteria for membership as delineated above, may petition the Executive Board for membership.  Applications for memberships from such institutions will be considered on an individual basis.

Section 1.  There shall be the following Standing Committees:

• Archives Committee
• Communications Committee
• Honors and Awards Committee
• Nominations Committee
• Professional Development Committee
• Research and Academic Development Committee
• Standards and Credentials Committee

Section 2.  Ad hoc committees (working groups) may be established and their functions assigned at the discretion of the President.  The purpose and length of service for such a committee must be clearly indicated at the time the committee is established.

Section 3.  Meetings.

A. There shall be at least one (1) annual meeting of the membership of the organization.  The purpose of the annual meeting is conduct the business of the Council as specified in the Bylaws and serve as a forum for the discussion of issues pursuant to the goals of the Council articulated herein.  Procedures for the proposal and approval of position statements and other official action of the Council shall be developed and articulated in the Bylaws of the Council.

B.   There shall be at least two (2) face to face meetings of the Executive Board annually.

C.   Special meetings of the organization may be called by the President with the consent of the Executive Board or by special petition of one-third (1/3) of the membership.

D. All membership meetings shall be made known to the membership in writing at least thirty (30) days prior to the meeting date.  Those present shall constitute a quorum at the annual meeting or any special meeting of the general membership of this organization.

E. A simple majority of the Executive Board shall constitute a quorum at regular or special meetings of the Board.

Section 1. Fiscal Year and Fees.

A. The fiscal year and administrative term of office shall be July 1 through June 30.

B. The annual dues shall be determined by two-thirds (2/3) vote of the membership voting by mail or electronic ballot.

C. Fees become payable by July 1 of each fiscal year and shall be paid by September 15 of that fiscal year.  Members not remitting fees by September 15 of that fiscal year shall be in arrears, with loss of voting privileges.

Section 1.  Amendments.  Any member may propose amendments to these Articles of Incorporation and to the Bylaws of the Corporation with the submission of a petition, signed by ten percent (10%) of the members, to the Executive Board for review.  The Executive Board may propose amendments to the Articles of Incorporation by a two-thirds (2/3) majority.

Section 2.  All proposed amendments presented to the Executive Board shall be submitted to the membership for discussion not less than fifteen (15) days prior to any legally constituted meeting of the general membership.

Section 3.  Amendments approved by a two-thirds (2/3) majority of the votes cast by a mail or electronic ballot of the general membership of the organization shall become a part of these Articles of Incorporation.

In the event of dissolution of this corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, all the business, property, and assets of the Corporation shall go and be distributed to other similar non-profit corporations or corporations organized under the Alabama Non-Profit Corporation Act and with the same tax exemption under the applicable subsections of Section 501 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United State Internal Revenue Law), or to such other non-profit, tax exempt, religious, charitable, literary, scientific, or education corporations or corporations as may be selected by the Executive Board of this Corporation.  In no way shall any of the assets or property, in the event of dissolution, go or be distributed to members or inure to the benefit of private individuals.

Section 1.  The affairs of the Council shall be managed by an Executive Board consistent with the mandates of the Articles of Incorporation. The Executive Board shall consist of the elected officers of the organization and the appointed Vice-Presidents for Communications, Professional Development, Standards and Credentials, and Research and Academic Development.

The duties of the Executive Board shall be to:

1. Serve as the organization’s administrative body.
2. Develop an annual work plan agenda for prioritizing initiatives of the Council.
3. Act upon recommendations and petitions as may be received from the membership and Council committees and working groups.
4. Adopt an annual budget.
5. Develop and recommend to the membership policies, procedures, and programs for consideration and action.
6. Serve as the Resolutions Committee of the Council.
7. Develop and maintain a Policies and Procedures Manual to define operational procedures and implementation of the goals and duties articulated in the by-laws.
8. Assume and discharge such other duties and responsibilities as are, or shall be, assigned through the Articles of Incorporation and/or Bylaws or by mandate of the membership.
9. Approve members of all Council committees from recommendations by the President, Vice-Presidents, and Committee Chairpersons.

Section 1.

A. The President shall:

1. Serve as chief executive with powers and duties usually associated with such a position.
2. Provide professional leadership to the organization.
3. Call and preside at meetings of the Executive Board.
4. Preside at meetings of the membership.
5. Set the agenda for Executive Board and membership meetings.
6. Serve as spokesperson and advocate for the organization to other individuals, agencies, or organizations.
7. Serve as an ex officio non-voting member of all committees.
8. Prepare an annual report for presentation to the membership.

B. The President-Elect shall:

1. Serve in the place and with the authority of the President in his/her absence or in case of his/her disability.
2. Supervise the activities of task forces (working groups) and report activities to the
3. Executive Board.
4. Review and recommend changes in the policies and procedures handbook.
5. Review proposed resolutions, and position statements and submit to the Executive Board for consideration.
6. Serve as chair of the Resolutions Committee.

C. The Treasurer shall:

1. Serve as custodian of the funds of the organization.
2. Pay all bills as authorized by the President and/or the Executive Board.
3. Submit biennially to the Executive Board an audited account of all monies received and expended and prepare interim fiscal reports as requested by the Executive Board.  The biennial audit shall be conducted within forty-five (45) days prior to the transfer of records to the newly elected Treasurer.
4. Prepare a budget for presentation to the Executive Board and the membership.
5. Supervise and coordinate accounting activities of the management association on behalf of the Council.

D. The Past President, during his/her term of office, shall:

1. Serve as chairperson of the Nominations Committee.
2. Serve as chief executive of the organization if the position of President becomes vacant and the position of President-Elect is vacant.
3. Review the Bylaws for accuracy and currency and recommend changes.
4. Coordinate the activities of the Honors and Awards Committee.
5. Coordinate the activities of the Archives Committee.

E. The Secretary shall:

1. Keep a record of the proceedings of all meetings of the membership and the Executive Board.
2. Maintain a roster of Working Groups membership and Executive Board membership and those rosters shall be updated annually and preserved by the Secretary.
3. Maintain copies of the Articles of Incorporation, Bylaws, and minutes of all official meetings.

Section 2.  The President will serve a one (1)-year term.  The President-Elect will serve a one (1) year term, immediately preceding his/her assumption of the presidency.  The Past President will serve a one (1)-year term, immediately following his/her term as President.  The Treasurer and Secretary will be elected in alternate years and will serve two-year terms. All terms of office shall coincide with the dates for the fiscal year.

Section 3.  Nominees for elected officers shall be presented by the Nominations Committee to the Executive Board for approval and then forwarded to the membership at the annual meeting. Nominations may also be made from the floor.  Procedures of the Nomination Committee shall be developed and published in the Policies and Procedures manual of the Council.   Election will be by mail or electronic ballot and individuals who receive a majority of the votes cast for each office shall be elected.

Section 4.  The President-Elect shall succeed the President and, if a vacancy occurs in the office of President, the President-Elect shall serve as acting President for the remainder of the term of office and shall become President at the beginning of the new term.  Any vacancy occurring in any office except President shall be filled by the appointment to the Executive Board of a member to serve only until the end of the current administrative year or until replaced by a duly elected successor.

Section 5.  Any officer may be removed from office because of medical or other inability to serve by a two-thirds (2/3) vote of the Executive Board.

Section 1.  The President, with the approval of a majority of the Executive Board, shall appoint the Vice-Presidents for Communications, Professional Development, Research and Academic Development, and Standards and Credentials

Section 2.  The Vice-President for Communications shall:

1. Chair the Communication Committee.
2. Make recommendations to the Executive Board for appointments to the Communications Committee.
3. Make recommendations to the Executive Board regarding both internal and external communications.
4. Develop an annual work plan of the Communications Committee for approval of the Executive Board.
5. Prepare an annual budget proposal for submission to the Treasurer.
6. Maintain minutes and other records of activities, committee meetings, and other committee business for submission to the Secretary.
7. Coordinate the Activities of the Web Master.

Section 3. The Vice-President for Professional Development shall:

1. Chair the Professional Development Committee.
2. Make recommendations to the Executive Board regarding the appointment of members and an Assistant-Chair of the Convention Committee.
3. Serve as the liaison between the Council and other organizations deemed appropriate by the Executive Board on matters pertaining to professional development opportunities.
4. Chair the annual conference.
5. Develop an annual work plan for the professional development initiatives beyond the annual conference for approval of the Executive Board.
6. Prepare an annual budget proposal for submission to the Treasurer.
7. Maintain minutes and other records of activities, committee meetings and other committee business for submission to the Secretary.

Section 4.  The Vice-President for Research and Academic Development shall:

1. Make recommendations to the Executive Board regarding the appointment of chairs and appointments to the committees on research and academic development.
2. Serve as the liaison between the Council and other organizations and/or agencies as deemed appropriate by the Executive Board.
3. Develop an annual work plan for the Research and Academic Development Committee.
4. Prepare an annual budget proposal for submission to the Treasurer.
5. Maintain minutes and other records of activities, committee meetings, and other committee business for submission to the Secretary.

 Section 5.  The Vice-President for Standards and Credentials shall:

1. Chair the Standards and Credentials Committee.
2. Make recommendations to the Executive Board for appointments to the Standards and Credentials Committee.
3. Serve as the Council’s liaison to such standards and credentials boards as may be deemed necessary by the Executive Board.
4. Develop an annual work plan of the Standards and Credentials Committee for approval of the Executive Board.
5. Prepare an annual budget proposal for submission to the Treasurer.
6. Maintain minutes and other records of activities, committee meetings, and other committee business for submission to the Secretary.

Section 6.  The Vice-Presidents for Communications, Research and Academic Development, and Standards and Credentials will serve two (2)-year terms.  However, in order to ensure the staggering of the terms of office of these three (3) members of the Executive Board, the Vice-President for Communications will be appointed in years alternate to the appointments of the Vice-President for Research and Academic Development and Vice-President for Standards and Credentials.  The Vice-President for Professional Development shall serve a one (1) year term on the Executive Board immediately following one year as assistant chair of the Professional Development Committee.

Section 1. The President, with the approval of a majority of the Executive board, shall appoint the chairpersons of standing and ad hoc committees of the Executive Board and/or Council except that the Past President shall serve as the Chair of the Nominations Committee. The Executive Board shall approve the members of all Council committees from nominees recommended by the respective Vice-Presidents and committee chairs.

 Section 2.  The duties of the committees are as follows:

A. The Archives Committee shall:

1. Maintain a repository for items of importance from the Executive Board, Committee Chairs, Task Forces, and Conference Chair. Such items include:  Executive Board Minutes, corporate business meeting minutes, Status Reports, Proceedings of Annual Conferences, survey reports and other materials and documents of potential historical interest and significance.
2. Maintain a chronological file of photographs and other associated memorabilia associated with the Council's activities.
3. Encourage the written history of the Council by former Executive Board members.
4. Collect and hold items donated to the Council.
5. Collect portraits of Past-Presidents of the Council.
6. Prepare a display of archives for annual conference.

B. The Communications Committee shall:

1. Conduct activities related to implementation of the purposes of the organization as described in the Articles of Incorporation or as directed by the membership.
2. Manage publication of print materials of the Council including CAPCSD Directory, and (as requested CAPCSD Status Report) and coordinate dissemination (including coordinating with the Council's Webmaster).
3. With Executive Board approval, assume responsibility for the collection, maintenance, analysis, and dissemination of data (including coordinating with the Council's Webmaster) collected by and for the Council.

a.  Conduct surveys of undergraduate and graduate programs in communication sciences and disorders as articulated in  the  Policies and Procedures Manual.
b.  Maintain procedures/guidelines for the conduct of the surveys of undergraduate and graduate programs in communication sciences and disorders.
4. Review proposals relative to data collection emanating from individual program representatives to the CAPCSD, committees of the CAPCSD, or any other source and make recommendations to the Executive Board for its consideration and action.
5. Review and evaluate requests for information on file in the database repository and recommend action to the Executive Board.
6. Formulate and submit for Executive Board approval of specific recommendations for the establishment and maintenance of a database concerning faculty, students, and program indices as needed for the Council to engage in long range planning activities.
7. Monitor and conduct activity in areas of program information collection and membership recruitment. This includes but is not limited to assisting the Council Office in maintenance of a listing of current names, addresses, and other pertinent information for all undergraduate and graduate programs in communication sciences and disorders.
8. Prepare an annual report of activities for submission to the Executive Board and membership.

C. The Honors and Awards Committee shall:

1. Recommend individuals to the Executive Board for Honors and Awards of the Council.
2. Prepare documentation in support of recommendations for Council Honors and Awards for consideration by the Executive Board.

D. The Professional Development Committee shall:

1. Conduct activities related to implementation of the purposes of the organization as described in the Articles of Incorporation or as directed by the membership.
2. Plan and implement the CAPCSD Annual Conference.

a. Develop and monitor Conference program content, schedule, speakers, guests, etc.
b. Manage the Executive Board allocation of the Conference budget.
c. Select non-program activities options for Conference informal times.
d. Supervise the management office staff in preparation of materials for the Conference.
e. Monitor arrangements with Conference facilities.
3. Organize submission of papers, edit, and oversee publications of the Proceedings of the Annual Conference of the CAPCSD.
4. Make recommendations to Executive Board and if approved assist in planning additional professional development activities for the membership.  These may include pre-or post-conference workshops and collaborative conferences sponsored jointly with related professional organizations.
5. Prepare program proposal for conference for submission to the Executive Board for approval.
6. Conduct and summarize evaluations of all conferences and report summary to Executive Board.

E. The Nominations Committee shall:

1. Prepare recommendation for nominations of required officers to be submitted to the Executive Board as per procedures detailed in the Policies and Procedures Manual.
2. Obtain prior approval of nominees before submission of slate at spring meeting of the Council membership.
3. Present the slate of nominees at the spring meeting of the membership.
4. Oversee the preparation and mailing of the ballot of the slate of nominees
5. to the membership; monitor the tabulation of votes; report election to the Executive Board.

F. The Research and Academic Development Committee shall:

1. Conduct activities related to implementation of the purposes of the organization as described in the Articles of Incorporation or as directed by the membership.
2. Assist the Board in the formulation of priorities and strategies for positive influence on education and research in communication sciences and disorders.
3. Advocate, through lobbying efforts with members of Congress, congressional staffs, governmental departments, agencies, committees, and non-governmental agencies and organizations for proposed changes in governmental legislation, governmental regulations, and funding authorizations.
4. Maintain liaisons with other scholarly and/or professional organizations for the purposes of a) understanding their concerns about legislative, regulatory, and funding issues, and b) participating in joint efforts to advocate for issues of mutual concern as directed by the Executive Board.
5. Prepare and distribute to members of the Council timely announcements of governmental activities that might influence member programs (e.g., new funding authorizations).
6. Prepare an annual report of activities for submission to the Executive Board and membership.

G. The Standards and Credentials Committee shall:

1. Conduct activities related to implementation of the purposes of the organization as described in the Articles of Incorporation or as directed by the membership.
2. Monitor proposed or ongoing changes in accreditation, certification, and licensure in communication sciences and disorders.
3. Develop strategies for identifying, facilitating, and promoting active CAPCSD input into establishment or revision of all standards in communication sciences and disorders.
4. Develop and implement a pro-active plan to ensure adequate Council representation on the ASHA’s Council on Professional Standards, Council on Academic Accreditation, Clinical Certification Board, and corresponding boards or councils in the American Academy of Audiology or other related professional organizations.
5. Prepare an annual report of activities for submission to the Executive Board and membership.

Section 1.  Voting privileges are extended to the person responsible for the administration of each communication sciences and disorders program, or his/her designee, at each member institution.

Section 2.  In communicating with other professionals, members shall only represent as policies and positions of the Council of Academic Programs in Communication Sciences and Disorders those policies and positions that have been officially adopted by the Council.

Section 3.  The rules of parliamentary practice in the most recent edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of the organization, subject to any specific rules, policies, or procedures that have been or may be adopted.

Section 1.  All resolutions, position or advisory statements, or any other activities that require action by the Council must be submitted to the Executive Board which will act as the Resolutions Committee of the Council with the President-Elect serving as Chair.

Section 2.  Resolutions that include position statements, advisory statements, or required action by the Council may be submitted by the following groups or individuals: members of the Executive Board, Standing committees, Working Groups, member institutions or individual representatives of member institutions.

Section 3.  Procedures.

1.  Resolutions must be received by the Executive Board at least 30 days prior to any corporate business meeting of the Council.  Emergency resolutions may be considered at any meeting of the membership if approved for consideration by a two thirds (2/3) majority vote of the members present and voting.
2. Resolutions submitted to the Executive board will be discussed by the Resolutions Committee and shall be forwarded to the membership at the next possible meeting for discussion and action. A one-third (1/3) favorable vote of the members of the Resolutions Committee present and voting is required to submit the resolution to the membership.
3.  Position statements, changes in Articles of Incorporation, changes in Bylaws, changes in Policies and Procedure, and/or other resolutions approved by a majority of the membership present and voting on same shall not become official until ratified by a majority vote of all member institutions.  Such a ballot shall be forwarded by the Council national office to the member institutions no later than 30 days following the meeting.
4. Ratification by member institutions shall be by a majority vote of member institutions votes received by the timeline specified in the call for vote.

Section 1.  These Bylaws may be amended by a majority vote of the institutional membership voting by mail or electronic ballot.