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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:
- To provide guidance and assistance to regional associations
- To oversee continuing education training implemented by each regional
association
- To insure the high standards of CVSA examiners
- To act on behalf of each regional association in issues concerning
legislative issues
- 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:
- Shall be a Certified Voice Stress Analyst and able to provide
verifiable documentation
- Shall be a member in good standing with the regional association
within his geographic boundary
- Shall successfully complete an approved CVSA examiners course,
presently sponsored by the
National Institute For Truth Verification.
- The member must successfully complete any state licensing requirements
mandated by the state in
which he resides.
- 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:
- Applicant's full name;.
- Complete business address and telephone number of applicant;
- 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:
- Call to Order
- Roll call of attendees
- Reading of minutes of preceding meeting and acting thereon, unless dispensed with by unanimous consent.
- Address by the President
- Secretary's Report
- Treasurer's Report
- Report of the Chairman of the Board
- Report of any standing committees
- Report of any special committee
- Unfinished business
- 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:
- 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.
- 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.
- 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.
- 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.
- 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.
- The Board of Trustees must approve all reimbursements to the
Treasurer.
- He shall file any, and all, certificates, forms, or any other material
required by state or federal law or statute.
- 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.
- The Treasurer shall be one of the officers that may sign checks and
drafts of the Association.
SECTION 12. The Secretary. The Secretary shall:
- Receive and answer all communications addressed to the Association, to
him, or addressed to other
officers and submitted to him for answer or reply.
- Keep the minutes of all meetings of the Board of Directors in one or
more books provided for that purpose.
- 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.
- Keep and have available at each Board of Trustees meeting a list of
names and addresses of every
Member of the Association.
- See that the books, reports, statements, certificates, and all other
documents and records required by
law are properly kept and filed.
- 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.
- The Board of Trustees shall approve all reimbursements to the
Secretary.
- 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.
- 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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