Hearing Industries Association

“Member means a United States domiciled entity or a foreign domiciled entity having a business location in the United States which is engaged in a Hearing Health Business and is compliant with all (i) laws, rules and regulations promulgated by federal and state authorities having jurisdiction, including, without limitation, the United States Food and Drug Administration, Federal Trade Commission and Federal Communications Commission; and (ii) policies of the Corporation.”

“Directors shall be elected at the annual meeting of Members. Nominations of persons submitted to the Members for election as Directors, including persons to fill expiring terms or newly created directorships, shall, except as otherwise provided in the Corporation's Bylaws, originate with the Nominating Committee. Directors shall hold office for two-year terms which commence on July 1 of the year of election and end on the second anniversary thereof; provided, however, that any Director elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Directors) shall hold office until the next annual meeting of Members at which the election of Directors is in the regular order of business and until her/his successor is elected or appointed and qualified. Directors may be elected to any number of consecutive terms.”

“The following actions may not be taken without approval of the Members: (a) a plurality of the votes cast at a meeting of the Members is required for the election of Directors; (b) a majority of the votes cast at a meeting of Members is required for (i) any amendment of the Certificate of Incorporation, or (ii) a petition for judicial dissolution of the Corporation; and (c) two-thirds of the votes cast at a meeting of Members is required for (i) disposing of all or substantially all of the assets of the Corporation, (ii) approval of a plan of merger, (iii) authorization of a plan of non-judicial dissolution, or (iv) revocation of a voluntary dissolution proceeding, provided, however, that the affirmative votes cast in favor of any action described in this subsection (c) shall be at least equal to the minimum number of votes necessary to constitute a quorum. Blank votes or abstentions shall not be counted in the number of votes cast.”

“Form 990 is provided to the executive director who disseminates to the treasurer and board of directors for review and approval.”

“Conflict of interest policy is reviewed on a regular basis at board of directors meetings and members are required to disclose potential conflicts of interest annually on a written conflict of interest statement”

“Documents, policies, and financial statements may be made available upon request to the hearing industries association's office”