By-Laws

Section 1 .02
THE HEARING HEALTHCARE ALLIANCE OF N.Y., INC. is a professional association whose objects and purposes are as follows:
a) To promote and foster the welfare of the hearing impaired. To promote, maintain and improve the highest standards of fitting, servicing, dispensing, consulting services, and advertising of hearing instruments, accessories, and services.
b) To promote and encourage effective programs for public awareness and education regarding the needs of the hearing impaired and to the benefit and proper use of hearing instruments.
c) To set and foster standards of ethical conduct in the profession of hearing instrument dispensing.
d) To develop, promote and encourage the adoption of appropriate legislation and regulations with regard to the dispensing of hearing instruments so as to insure the best possible service to the hearing impaired through dispensers of hearing instruments in the State of New York.
e) To promote closer cooperation among the individuals and businesses engaged in the dispensing of hearing instruments.
f) To promote and maintain harmonious and mutually beneficial relations among the members of HHCANY, INC., the non-dispensing medical and hearing health care community and the hearing impaired public.
g) To educate and provide information to our membership enhancing their understanding and technical knowledge and skill in the dispensing of hearing instruments and methods of evaluation, fitting and use of hearing instruments and accessories.
h) To promote the general welfare of the membership.
Approved 5.22.04


The activities of HHCANY, INC. shall be conducted pursuant to the provisions of the New York State not-for-profit corporation law and shall be such as to not violate the laws or standards of good business practices promoting free trade.



Section 3.01
HHCANY, INC., shall have four classes of membership:
a) Dispensing Members. A dispensing member (also known as a “Hearing Aid Dispenser” and/or “Dispensing Audiologist”) is any individual engaged in the fitting, renting, selling and/or servicing of hearing instruments, hearing amplification devices, and/or accessories to the public. Such individual must be registered as a hearing aid dispenser with the State of New York pursuant to Article 37A of the General Business Law of the State of New York, or such other applicable statutes or regulations of the State of New York as may be enacted or maybe in force governing the dispensing of hearing instruments in the State of New York.
b) Dispensing Member Emeritus. A Dispensing Member Emeritus is an individual who has been a dispensing member of HHCANY, INC., but is no longer eligible for dispensing membership as defined in Section 3.01a.
c) Associate Member. An Associate Member may be any individual, corporation, firm, business, or other legal entity who is not a registered hearing aid dispenser involved directly or indirectly in the hearing instrument industry or in the providing of related hearing health care services or products. Associate members shall not be eligible to serve on the Board of Directors or hold office. They shall be eligible, however, to serve on committees and participate in all programming and or other activities of the organization.
d) Student Member. A Student Member may be any individual who is either a registered trainee pursuant to Article 37A of the General Business Law of the State of New York, a student currently registered in an Audiology program in New York State, or an individual who has graduated from an audiology program and is currently completing the CFY requirement for licensure in New York State as an audiologist. Student members shall be eligible for participation in committees, programming and activities of the organization, but shall not be eligible to vote, serve on the Board of Directors or hold office. Upon succesful completion of training or CFY and New York State registration and licensing examinations, the Student Member will no longer be eligible for student membership, but will be eligible for Dispensing Membership or Associate Membership.
Approved 5.22.04

Section 3.02
Application. Application for membership to HHCANY, INC. shall be made to the Secretary and/or Executive Director subject to such qualifications as set forth in Section 3.01 and/or such other qualifications as have been established by the Board of Directors. Any application for membership as a Dispensing Member must include evidence of registration with the New York State Secretary of State’s Office pursuant to Article 37A of the General Business Law by the individual, or identify the entity or business through which said individual is dispensing and evidence of their registration with the Secretary of State in accordance with the foregoing.
Annual continuance, and/or the acceptance of New Members shall be subject to approval by a majority of the board of Directors. Applicants duly elected shall become members upon payment of their annual dues.

Section 3.03
The Board of Directors shall have the power to suspend and/or expel any member of the organization by the affirmative vote of a majority of a quorum vote of the Board for nonpayment of dues or assessment, or failure to maintain or Operate under an active registration with the New York State Secretary of State’s Office or any other cause if in the judgment of the board the conduct of the member has been prejudicial to the interest, goals or purposes of HHCANY, INC. Notice of the proposed expulsion or suspension shall be made in writing stating the grounds for the contemplated action, with notice to be delivered or mailed to the subject member not less than fifteen (15) days prior to the date of the planned expulsion or suspension.

Section 3.04
Any member may voluntarily terminate his/her membership in the organization by written notice to the Secretary or Executive Director of HHCANY, INC. There will be no refund of any portion of dues paid for the current calendar year and all membership rights and privileges shall cease upon receipt of said resignation.

Section 3.05
The Board of Directors may reinstate any member at its discretion.



Section 4.01
Dues of Members of HHCANY, INC. shall be fixed from time to time by a majority vote of the Board of Directors. Annual dues for the next calendar year shall be established by the Board of Directors not later than the 12th month of the current calendar year. After the establishment of the amount of dues for the next calendar year, the Secretary or Executive Director shall notify all current members of the amount due and where to send their payment, which payment shall be remitted not later than the 31st day of January.
Approved 5.22.04

Section 4.02
Any member who is suspended, expelled or voluntarily resigns his/her membership shall not be entitled to any refund of any portion of the dues paid for the current calendar year.

Section 4.03
At any meeting of the Board of Directors a special assessment may be proposed and adopted by a two thirds vote of a quorum of the Board of Directors present. Special assessments may also be proposed and approved by a majority vote of the voting members in attendance at the annual meeting of HHCANY, INC.



Section 5.01
A nominating committee consisting of three members, including a past President who shall serve as Chairman, shall be appointed by the President not less than 60 days prior to the annual meeting, at which meeting the General Officers and Directors are to be elected.

Section 5.02
The nominating committee shall present one name for each of the offices of President, President-elect, Vice President for Educational Affairs, Secretary, Treasurer, and members of the Board of Directors whose terms are expiring. To the extent feasible and practice, the nominating committee shall attempt to designate for the available positions on the Board of Directors individuals reflecting appropriate geographic representation and distribution throughout the State of New York. These nominations shall be made known to the Board of Directors before the annual meeting.

Section 5.03
Independent nominations for Board Members and general officers may be made from the floor by individual voting members at the annual meeting.

Section 5.04
Only dispensing members and dispensing members emeritus who are in good standing and who have paid their dues for the current calendar year are eligible to vote and each should have a vote. Associated Members shall have no vote at the annual meeting or General Membership Meetings of HHCANY, INC., but shall be entitled to participate in discussions and make recommendations from the floor.

Section 5.05
In the event of the death, resignation, or removal or retirement of a director or officer, or if for any reason there is a vacancy among the directors, or officers, the Board of Directors shall immediately fill the vacancy or vacancies so created, by the election of the director or officer to hold office until the next annual meeting of HHCANY, INC., at which time the election of director or officer is in the regular order of business and until his successor has been elected.
Approved 5.22.04

Section 5.06
The general officers and Board of Directors shall be elected at the annual meeting by a majority vote of the voting members present and voting.



Section 6.01
The affairs of HHCANY, INC., shall be managed by a Board of Directors who shall have all powers and duties necessary in the management and governance of said organization consistent with and as provided for in the New York State not-for-profit corporation law.

Section 6.02
The Board of Directors shall consist of the five elected officers, the immediate past President and nine additional members at large, which shall be divided into three classes of three members each, with each class elected annually for a term of three years, for a total of fifteen (15) members. With regard to the nine directors elected at large, during the three years of the application of these By-laws, three of the nine positions will be elected for a three year term, three will be elected for a two year term, and three will be elected for a one year term. Directors shall be elected and installed at the annual meeting of HHCANY, INC. by a majority of the voting members present.

Section 6.03
A quorum for the transaction of business shall consist of seven members including officers.

Section 6.04
The Board shall meet regularly during the year with the location and dates to be decided by the President. Additional special meetings of the Board of Directors may be called by the President or any tow directors provided that a notice of at least ten days is given for such meeting personally or by mail or other method of notice to all of the directors setting forth the time and place of the meeting and the subject matter thereof. Said Board of Directors meetings may be held by telephone conference call and may be recorded provided that those participating are advised of the recording and that they identify themselves.

Section 6.05
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of the greater number is required by law.

Section 6.06
The President and, in his absence the President-elect shall preside at meetings of the Board of Directors and his Secretary shall act as Secretary thereof but in the absence of either, their functions may be performed by any members of the Board elected by those present.
Approved 5.22.04

Section 6.07
The directors shall not receive any stated salaries or compensation for their services, but by resolution of the Board of Directors, a fixed sum of expenses of attendance, if any, may be allowed by attendance at a regular or special meeting, or a director may be reimbursed for expenses incurred for and on behalf of HHCANY, INC.



Section 7.01
The officers of HHCANY, INC. shall consist of a President, President-elect, Vice President for Educational Affairs, Secretary and Treasurer, each of whom shall be elected by a majority of voting members at the annual meeting. Such officers shall hold their office until the annual meeting immediately following their election or until their successors have been elected and qualified; except for the offices of President and President-elect which shall be for a two-year term each.

Section 7.02
All officers shall have one vote each on the Board of Directors; except for the President who shall only vote in the event of a tie.

Section 7.03
President. The President shall preside over all meetings of the membership of HHCANY, INC. and the Board of Directors, and shall perform such other duties as are usually required of this office including without limitations, the following:
a) The President shall appoint all special and regular committees deemed to necessary to carry on the work of, transact the business of and promote the interest of HHCANY, INC.
b) The President shall serve an ex-officio member of all standing and special committees.
c) The President shall, at each annual meeting, cause a report to be submitted to the membership, outlining the work of the Board during the preceding year and recommending such action as he may deem advisable.

Section 7.04
President-elect. The President-elect shall perform the duties of the President in his absence. The Vice President shall assist the President and perform such duties as may be assigned to him/her by the President or by the Board of Directors. Upon completion of the President’s term, the President-elect shall automatically assume the title and responsibilities of President.
Approved 5.22.04

Section 7.05
Vice President for Educational Affairs. The Vice President for Educational Affairs shall be responsible for oversight of all continuing education, training and convention and conference planning functions of the organization.

Section 7.06
Secretary. The Secretary shall attend all meetings of HHCANY, INC., record all votes and minutes of such proceedings in a book to be kept for that purpose, report the minutes of the meetings of the Board of Directors to the members thereof, give or cause to be given, notice of all meetings of the Board of Directors and, when required, prepare or cause to be prepared a list of all active members who are entitled to vote at a meeting of HHCANY, INC. The Secretary shall further perform such other duties and roles as assigned by the President or the Board of Directors.

Section 7.07
Treasurer. The Treasurer shall have general supervision of the financial affairs of HHCANY, INC. and shall prepare a cause to be prepared, such financial reports and statements as may be required. The Treasurer shall supervise the custody of the funds of HHCANY, INC. and shall maintain such bank accounts or fiduciary accounts as are authorized by the Board of Directors and authorize the issuance of checks and are drafts be drawn thereon which shall be signed by any two of the following: the President, Vice President, Treasurer. Pursuant to the direction of the Board of Directors, the treasurer may assign custody of certain accounts to an executive director who shall have authority to draw upon said accounts by his or her sole signature. The Treasurer shall perform such other duties and roles as assigned by the President or the Board of Directors.



Section 8.01
The Board of Directors shall have the authority to appoint and hire an Executive Director and determine his compensation and the extent and nature of his duties.

Section 8.02
Said Executive Director shall be the chief administrator of the affairs of HHCANY, INC. and shall perform such duties as his/her title by general usage would indicate. He/she shall be responsible to the Board of Directors and have full authority to appoint or employ personnel and conduct the business of this organization, consistent with good and accepted business practices, subject to approval by the Board of Directors.

Section 8.03
The Executive Director shall be the Secretary of all special, standing, or other committees, or instrumentalities of this organization and shall be in charge of and shall run the annual meeting and convention.
Approved 5.22.04

Section 8.04
The Executive Director, may also be assigned, consistent with the foregoing the responsibility of preparing and issuing a newsletter and reports to the membership.

Section 8.05
The Office of the Executive Director may be designated by the Board of Directors as the official office and location of HHCANY, INC. to which all correspondence and communications would be directed.


Each director, officer, employee or former director, officer or employee of HHCANY, INC., or any member of a committee past or present, appointed by the organization and authorized to act on its behalf shall be indemnified by the organization to the full extent permitted by law, including, but not limited to, expenses actually incurred by him and against judgment, degrees, fines, penalties, or amounts paid in settlement, in connection with the defense of any pending or threatened action, suit or proceeding, criminal or civil to which he is or may be a part of by reason of being or having been a director, officer or employee provided that:
a) that he/she is adjudicated or determined not to have been guilty of willful misconduct or gross negligence in the performance of his duty to HHCANY, INC.,
b) he/she is determined to have acted in good faith in what he/she reasonably believed to be the best interest of HHCANY, INC., and
c) in any matter the subject of a criminal action, suit, or proceeding, he/she is determined to have no reasonable cause to believe that this conduct was unlawful.

The determination as to (b) and (c) and, in the absence of an adjudication as to (a) by a Court of competent jurisdiction, the determination as to (a), shall be made by the Board of Directors of HHCANY, INC. acting at a meeting at which a quorum consisting of directors who are not parties to or threatened with any such action, suit, or proceeding is present. Any director who is a party to or threatened with any such action, suit, or proceeding shall not be qualified to vote.



Section 10.01
Any officer, director, or past President who fails to attend annually at least 50% of all duly called meetings or who acts in a manner that is contrary to the interests and goals of HHCANY, INC. may be removed from his/her position as an officer or director by the affirmative vote of two thirds of a quorum of the Board of Directors.
Approved 5.22.04



Section 11 .01
The fiscal year of HHCANY, INC. shall be a calendar fiscal year running from January 1 to December 31.

Section 11 .02
The Treasurer and/or Executive Director shall prepare and submit to the Board of Directors an annual report of the accounts of the organization, which, at the option and direction of the Board of Directors may be audited by a Certified Public Accountant.

Section 11 .03
The Treasurer and/or Executive Director shall be responsible for and shall file annually any and all tax returns or proceedings required by applicable federal or state law with respect to the finances, income expenses or otherwise of HHCANY, INC.

Section 11 .04
In the event of and upon dissolution of HHCANY, INC., any assets thereof after payment of all obligations of HHCANY, INC., subject to applicable provisions of law governing such dissolution shall be distributed pro rata among the dispensing members and members emeritus in good standing at such time.



Section 12.01
The Board of Directors shall designate the date and location of the annual meeting and any special meetings it deems necessary to convene.

Section 12.02
The membership shall be given ample notice of the date and location of such meetings. At such meetings, any business may be transacted not requiring a special notice.

Section 12.03
A quorum at any general meeting of the membership shall be those present and voting.

Section 12.04
Members unable to attend the annual meeting or a special meeting of the membership may, in accordance with and in compliance with applicable law subject a written proxy with regard to their vote on any specific resolutions or actions to be taken
at said meeting.
Approved 5.22.04

Section 12.05
All meetings shall be governed by Roberts Rules of Order unless herein otherwise stated.



Section 13.01
These By-laws may be altered, amended or repealed at any regular meeting or at any special meeting of HHCANY, INC. in accordance with the following:
a) The proposed amendment or alteration to the By-laws may be submitted by any dispensing member or dispensing member emeritus of HHCANY, INC. to the Board of Directors; or may be initiated by direct action of the Board of Directors.
b) Any such proposed amendment or alteration to the By-laws will require initial approval by a majority of the Board of Directors.
c) Upon approval by the Board of Directors, notice of the proposed change shall be given by the Secretary and/or Executive Director in writing to all members in good standing of HHCANY, INC. at least thirty (30) days in advance of the membership meeting of HHCANY, INC.
d) Approval of such amendment or change to the By-laws shall require a two-thirds affirmative vote of the voting members present and voting for such amendment.



Section 14.01
These restated By-laws shall replace any and all pre-existing By-laws of the New York State Hearing Aid Society, Inc. and shall take effect immediately upon the filing of the amendment to the Certificate of Incorporation of the New York State Hearing Aid Society, Inc. changing its name to the Hearing Healthcare Alliance of N.Y., Inc. Approved as amended at the General Business Meeting of HHCANY, Inc., May 22, 2004