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Code of Regulations

ARTICLE 1 - ORGANIZATION

SECTION 1. Name of Association. The name of this association shall be the International Association of Certified Voice Stress Analysts, Inc. The name of the association shall not be used publicly by any member without the express permission of the Board of Trustees. This shall not restrict the Board of Trustees, appointees, or agents of the Association in the use of the name in the execution of the purpose(s) of the Association.

SECTION 2. Association Reference. The International Association of Certified Voice Stress Analysts, Inc. shall hereafter be referred to as the "Association" where such reference appears herein. Hereafter, the pronouns "he", "him", or "his" shall be interpreted to apply equally to either masculine or feminine genders and shall be used interchangeably.

ARTICLE 2 - PURPOSE

SECTION 1. Purposes For This Non-Profit Organization. The below listed purposes are recognized as those for which this non-profit Association has been organized and established:
  1. To provide guidance and assistance to regional associations
  2. To oversee continuing education training implemented by each regional association
  3. To insure the high standards of CVSA examiners
  4. To act on behalf of each regional association in issues concerning legislative issues
  5. To act on behalf of each regional association as a liaison with the National Institute For Truth Verification.
ARTICLE 3 - MEMBERSHIP

SECTION 1. No member of the Corporation shall be entitled to vote. All the voting rights shall be possessed by the Board of Trustees, as set forth in Article 4 of these Regulations.

SECTION 2. Membership Guidelines. Membership in the Association shall be open to all that have an honest and dedicated interest in the field of truth verification through the professional utilization of the Computer Voice Stress Analyzer and who meet with the following criteria:
  1. Shall be a Certified Voice Stress Analyst and able to provide verifiable documentation
  2. Shall be a member in good standing with the regional association within his geographic boundary
  3. Shall successfully complete an approved CVSA examiners course, presently sponsored by the National Institute For Truth Verification.
  4. The member must successfully complete any state licensing requirements mandated by the state in which he resides.
  5. All members of regional associations in good standing shall automatically become members of the Association.
SECTION 3. Method of Application. Membership can be either institutional or individual. All requests for membership will be directed to the applicant's regional association. If the prospective member is approved by the regional association he will automatically be considered a member of this Association, with the proviso that his membership status may be revisited if he fails to comply with the provisions of this document.

SECTION 4. Application Verification. Upon receipt of the proper application form from the regional association by the Association's Secretary, the application form will be examined to determine that the prospective applicant demonstrates the necessary requirements for membership status. This may include the investigation of references and/or background checks. If the applicant's application is rejected because of a lack of qualifications or because false statements were made on any portion of the application, the applicant shall receive a refund of his remitted dues less any expense(s) incurred by the Association in processing the application.

SECTION 5. The Application Form. The application form shall include, but not necessarily limited to the following:
  1. Applicant's full name;.
  2. Complete business address and telephone number of applicant;
  3. Date (year) of certification as a Certified Voice Stress Analyst
ARTICLE 4 - BOARD OF TRUSTEES

SECTION 1. General Powers of the Board. The powers of the Association shall be exercised, its business and affairs shall be conducted, and its property shall be controlled by the Board of Trustees, as hereafter set forth and, except as may otherwise be provided by these Regulations.

SECTION 2. Number and Qualifications. The number of Trustees, all of whom shall be members of their respective regional associations, shall not be fewer than three (3) nor more than nine (9). The precise number of Trustees may be fixed and from time to time changed by resolution adopted by a vote of the majority of the voting members of the Board present at any annual meeting or at any special meeting called for that purpose; but no reduction of the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his term of office. The President of the Association shall not vote, except in the case of a tie, at which time his vote shall be a tie-breaker. The President, because of his status as a Trustee, shall be considered as part of a quorum. The initial Board of Trustees shall be: Patrick Wainscott, William C. Bleckman, S. Thomas Vaughn, James Hamilton, Steve Peacock, Tracy Yuhase, Craig Stevenson, and Mary Lou Pizzio-Flaa.

SECTION 3. Compensation and Expenses. The Trustees shall not be entitled to compensation, except that they may be reimbursed for their reasonable expenses incurred in the performance of their duties, including the expense of traveling to and from meetings of the Board if such reimbursement is authorized by a majority of them.

SECTION 4. Term of Office. Unless he resigns, is removed as hereinafter provided, dies, or is adjudged mentally incompetent, each Trustee shall remain in office. At a time when a replacement Trustee is needed, the regional association from which he came shall select a member in good standing from their midst and submit his name for consideration by the Board. The applicant shall be a conscientious individual with good character. A majority affirmative vote by the Board will be necessary to confirm the replacement Trustee's nomination. In the event the replacement is not confirmed, the President shall send notice to the regional association stating the reason and requesting another nomination from their organization.

SECTION 5. Resignations. Any Trustee may resign by giving written notice to the President or Secretary of the Association. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

SECTION 6. Removal of Trustees. Any Trustee may be removed, either with or without cause, at any time, by the affirmative vote of a two-thirds (2/3) majority of the Board of Trustees present. The vote may be taken at any Board meeting and the notice of the meeting shall specify removal action is to be considered.

SECTION 7. Vacancy. A vacancy in the Board of Trustees may be temporarily filled by the President, and approved by a majority of the Trustees, until, at such time, the regional association responsible for submitting a nominee, forwards the nominee's information to the President or Secretary for the confirmation process.

ARTICLE 5 MEETING OF BOARD OF TRUSTEES

SECTION 1. Annual Meeting. The annual meeting of the Board of Trustees shall be held on such date and at such time during the month of September of each year as the Board may, from year to year, fix. If the Board of Trustees is unable to meet during the month of September, an alternate date may be selected for that particular year by a majority of the board members. Periodically during the year board meetings may be held telephonically, via a computerized e-mail, or any other manner, which allows discourse and discussion of the business at hand by participating board members. There will be no provision to include each general member, however, a member will not be precluded from attending an annual meeting as a non-voting member. Any item of interest from a general member shall be included in the agenda beforehand and brought to the table by the member's regional association representative, rather than by the general member. After the item has been brought to the table by the regional association representative and during the discussion of the item of interest, the general member may then have the floor and give input.

SECTION 2. Place of Meetings. Meetings of the Board of Trustees shall be at a place, either within or outside the State of Ohio, as agreed upon by a majority of the board members.

SECTION 3. Special Meetings. A special meeting of the Board of Trustees may be called by: the President, or in the case of the President's absence, death, or disability, the Vice-President authorized to exercise the authority of the President; or, by a majority of the board members.

SECTION 4. Notice of Meetings. Proper notice of the annual board meeting stating the time and place may be done in writing, via e-mail (if receipt is acknowledged), or telephonically; or, if the board meeting is a special meeting the notice must also include the purpose of the meeting. The notice may be given by the President, the Vice-President if section 3 applies, or the Secretary at the request of the President.

SECTION 5. Quorum. A majority of the Board of Trustees at any meeting shall constitute a quorum. Any action requiring a vote by the board members shall require a quorum.

SECTION 6. Order of Business. The order of business of all membership meetings shall be as follows:
  1. Call to Order
  2. Roll call of attendees
  3. Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent.
  4. Address by the President
  5. Secretary's Report
  6. Treasurer's Report
  7. Report of the Chairman of the Board
  8. Report of any standing committees
  9. Report of any special committee
  10. Unfinished business
  11. New business
The order of business at any meeting may, however, be changed by the vote of the majority of those present or by their unanimous consent. The Treasurer shall in his report at the annual meeting lay before the meeting the financial statement of the Association unless dispensed with by unanimous consent.

ARTICLE 6 - DUES

SECTION 1. Annual Dues. The annual dues for this Association will be set by the Board of Trustees. The Board will determine the manner of collection and frequency of payment by a simple majority vote.

SECTION 2. Method of Payment. Since it is mandatory that the individual members of this Association belong to a regional association, payment for dues will be made by the regional associations and not by the individual member. The Board can amend this procedure with a simple majority vote, at any meeting.

ARTICLE 7 - OFFICERS

SECTION 1. Number and Titles. The officers of the Association shall be a President, who shall also be a Trustee, one or more Vice-Presidents, one of whom is a Trustee, a Treasurer, and a Secretary. There may, in addition, be a Chairman of the Board, at any time during which the Board shall see fit to cause such office to be filled. Furthermore, if there is ever a need for more than one Vice-President, the Board may, in its discretion, establish designations for the Vice-Presidencies so as to distinguish among them as to their functions or their order, or both.

SECTION 2. Election, Terms of Office & Compensation. The officers shall be elected by the Board of Trustees. The term of office of the President and Secretary shall be three (3) years, being elected during years evenly divisible. The term of office of the Vice-President and Treasurer shall also be three (3) years, being elected during non-evenly divisible years. All positions of managing officers are eligible for re-election. The Board of Trustees shall fix the compensation, if any, of each officer.

SECTION 3. Additional Officers, Agents, Etc. In addition to the officers mentioned in section 7.1, the Association may have such other officers, agents, and committees as the Board of Trustees may deem necessary and may appoint, each of whom or each member of which shall hold office for such period, have such authority, and perform such duties as may be provided in these regulations or as may, from time to time, be determined by the Board. In the absence of any officer, or for any other reason the Board of Trustees may deem sufficient, the Board may delegate, for the time being, the powers and duties, or any of them, of such officer to any other officer, or to any Trustee.

SECTION 4. Removal. Any officer may be removed, either with or without cause, at any time, by the Board of Trustees at any meeting. The notice of the meeting shall specify that such removal action is to be considered. Any officer appointed by an officer or committee to which the Board shall have delegated the power of appointment may be removed, either with or without cause, by the committee or superior officer who made the appointment, with the knowledge and consent of the majority of the Board of Trustees. In the case of the removal of an Officer of the Board of Trustees, such removal shall be subject to a two-thirds (2/3) majority vote by the members of the Board of Trustees present.

SECTION 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Trustees, the President, or the Secretary. Any such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled in the manner prescribed for regular appointments or elections to such office.

SECTION 7. Powers, Authority, and Duties of Officers. Officers of the Board of Trustees shall have the powers and authority conferred and the duties prescribed by law, in addition to those specified or provided for in the other sections of this Article 7.

SECTION 8. The Chairman of the Board. The Chairman of the Board, if the position is appointed by the Board of Trustees, shall preside at all meetings of the Membership and of the Trustees at which he is present. He shall have and exercise general supervision over the conduct of the Board of Trustees, as it relates to the affairs of the Association, and shall bring all matters of concern or interest to the notice of the President and the Board.

SECTION 9. The President. If and while there is no incumbent of the office of Chairman of the Board, and during the absence or disability of the Chairman of the Board, the President shall have the duties and authority specified above in Article 7.8. In addition, and subject to the control of the Board of Trustees, the President shall superintend and manage the business of the Association; coordinate and supervise the work of its other officers, except the Chairman of the Board; and, shall appoint all standing committees and such special committees as he deems necessary, acting as Ex-Officio member of each committee. The President shall appoint a Public Accountant or any other qualified person to audit the books, records, invoices, bank accounts, insurance bonds, and all other financial matters of the Association yearly. He shall, in general, perform all duties incident to the office of President and such other duties as from time to time may be assigned to him by the Board of Trustees. He may assign such of his duties as he deems necessary and appropriate to the Vice-President of the Association. The President shall be reimbursed for expenditures incurred on behalf of the Association in the performance of his official duties. Some of those expenditures include, but are not limited to, postage, telegrams, telephone calls and line charges, computer on-line usage, and other expenses necessary for the performance of the position of President. Receipts shall verify said expenditures (via normal business practices). The President shall be one of the officers who may sign the checks or drafts of the Association.

SECTION 10. The Vice-President. The Vice-President shall perform such duties as may be assigned to him, or them, by the President. The Vice-President shall in the absence or disability of the President, perform such duties of the President as the President or Board of Trustees may designate.

SECTION 11. The Treasurer. The duties of the Treasurer shall be as follows:
  1. Have charge and custody of, and be responsible for, all funds, securities, notes, contracts, deeds, and all other indicia of title and valuable effects of the Association; receive and give receipts for monies payable to the Association from any sources whatsoever; deposit all monies in the name of the Association in such banks, trust companies, or other depositaries as shall be selected by or pursuant to the directions of the Board of Trustees; cause such funds to be disbursed by checks or drafts on the authorized depositaries of the Association, signed as the Board of Trustees may require; and be responsible for the accuracy of the amounts of, and cause to be preserved proper vouchers for all monies disbursed.
  2. Have the right to require from time to time reports or statements giving such information as he may desire with respect to any and all financial transactions of the Association from the officers or agents transacting the same.
  3. Keep or cause to be kept correct records of the monies, business, and transactions of the Association, and exhibit those records to any Trustee of the Association upon application.
  4. Render to the Board of Trustees or the Chairman of the Board or the President whenever requested an account of the financial condition of the Association and of all his transactions as Treasurer and, as soon as practicable after the close of each fiscal year, make and submit to the Board of Trustees a like report for such fiscal year.
  5. He shall be reimbursed for telephone calls, postage, telegrams, office supplies, and any expenditure made on behalf of the Association, documenting all with receipts as done in normal business practices.
  6. The Board of Trustees must approve all reimbursements to the Treasurer.
  7. He shall file any, and all, certificates, forms, or any other material required by state or federal law or statute.
  8. The Treasurer shall cause all books and records of the Association to be present at the annual Board of Trustees meeting, if so requested. He shall deliver said books and records and any and all other property of the Association to his successor.
  9. The Treasurer shall be one of the officers that may sign checks and drafts of the Association.
SECTION 12. The Secretary. The Secretary shall:
  1. Receive and answer all communications addressed to the Association, to him, or addressed to other officers and submitted to him for answer or reply.
  2. Keep the minutes of all meetings of the Board of Directors in one or more books provided for that purpose.
  3. Be custodian of the Association's records and of the seal of the Association, if any, and see that the seal is affixed to all documents to which the seal is required to be affixed.
  4. Keep and have available at each Board of Trustees meeting a list of names and addresses of every Member of the Association.
  5. See that the books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed.
  6. He shall be reimbursed for telephone calls, postage, telegrams, office supplies, and other necessary expenditures made on behalf of the Association, verified with receipts as done in normal business practices.
  7. The Board of Trustees shall approve all reimbursements to the Secretary.
  8. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Trustees or the President.
  9. He shall deliver all books and records and any and all property of the Association to his successor in office within fifteen (15) days of the election of said successor.
ARTICLE 8 - EXAMINATION OF BOOKS BY MEMBERS

SECTION 1. Reasonable Rules. The Board of Trustees may make reasonable rules and regulations prescribing under what conditions the books, records, accounts, and documents of the Association, or any of them, shall be open to the inspection of the Members. No Member shall be denied any right, which is conferred by law to inspect any book, record, account, or document of the Association. An original or duplicate ledger showing the names and addresses of the Members shall at all times during the usual hours for business be open to the examination of every Member at the principal office or place of business of the Association.

ARTICLE 9 - INDEMNIFICATION OF TRUSTEES, OFFICERS, AND EMPLOYEES.

SECTION 1. Indemnification Defined. The Association shall, in addition to the provisions of Section 1702.12 (E) of the Ohio Revised Code, and any amendments thereto, indemnify each trustee or any former trustee and each officer or any former officer of the Association, and each person employed by the Association who serves at the written request of the President of the Association as a trustee, officer, employee, or agent. The term "officer" as used in this Article shall include the Chairman of the Board, if such office is filled, the Treasurer, the Secretary, the Controller, the Auditor, the Counsel and any other person who is specifically designated as an "officer" within the operation of this Article by action of the Board of Trustees.

SECTION 2. Insurance. The Association may purchase and maintain insurance, as provided in Section 1702.12 (E) (7) of the Ohio Revised Code, and any amendments thereto, on behalf of any person who is or was a member, trustee, officer, employee, agent or volunteer of the Association, or is or was serving at the request of the Association as a trustee, officer, employee, or agent against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the Association would have the power to indemnify him against such liability.

ARTICLE 10 - SEAL

SECTION 1. Association Seal. The Board of Trustees may adopt and alter a corporate seal, and use the same or a facsimile thereof, but failure to affix the corporate seal, if any, shall not affect the validity of any instrument.

ARTICLE 11 - AMENDMENT OF REGULATIONS

SECTION 1. Amendment, Addition, or Repeal. These regulations may be amended, added to, repealed or superseded by a new Code of Regulations at any annual or special meeting. The notice of the meeting must set forth the intention to consider such amendment and the proposed language. The amendment to be effective must be approved by an affirmative vote of two-thirds (2/3) of the voting Board of Trustees, if a quorum is present.
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