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The New York State Psychological Association

Bylaws

 

ARTICLE I. NAME

§1.1  Name: The name of this Association shall be The New York State Psychological Association, Inc. (“NYSPA” or the “Association” or the “Corporation”).

 

ARTICLE II: INCORPORATION

§2.1  Incorporation: The Association is incorporated under and subject to the laws of the State of New York as a not-for-profit, income tax-exempt organization pursuant to Section 501(c)(6) of the Federal Reserve Code.

 

ARTICLE III. MAIN BUSINESS OFFICE

§3.1  Main Business Office: The Association’s main business office is located in the County of New York. It may have such other offices, either within or without the State of New York, as the Council of Representatives may determine or as the affairs of the Corporation may require.

ARTICLE IV. PURPOSE & MISSION

§4.1  Purpose:  The purpose(s) for which the Association was formed are as follows:

• -The mutual benefit of psychologists practicing in education, law, medicine, industry and related fields;

• -The promotion of high standards in the application of psychological science;

• -The education of the public in the various services rendered by psychologists; 

• -The stimulation of research in the field of psychology.

§4.2  Mission: The mission of the New York State Psychological Association is to advance the science and practice of psychology as means of promoting human welfare.

ARTICLE V. DIVERSITY STATEMENT

§5.1  Diversity Statement: NYSPA values and seeks participation of everyone. NYSPA treats all people with respect and without discrimination and promotes full participation irrespective of facets of identity, including gender, gender identity, race, religion, ethnicity, culture, national origin, age, sexual orientation, disability, language, or socioeconomic status. NYSPA shall have, implement and adhere to policies and procedures that discourage exclusion based on the aforementioned reasons, harassment and other behaviors that infringe upon the freedom and respect that every individual deserves.

ARTICLE VI. MEMBERSHIP

§6.1  Eligibility: Membership shall be open to all persons interested in the purposes & mission of the Association, who have met the educational requirements at a regionally accredited university or college program, have not had their license revoked for any reason and fulfill other requirements specified in these Bylaws and Association policies.

§6.2  Admission: Those wishing to become members are required to submit a membership application. Applicants will be forwarded to Council for approval. Method of membership approval shall be determined by Council and stated in NYSPA’s Policies & Procedures.

§6.3  Dues:  Dues for each class of membership shall be determined by Council and stated in NYSPA’s Policies & Procedures. Dues will be subject to modification in accordance with these Bylaws. Dues are nonrefundable & nontransferable.

§6.3.1  Dues Reduction Status: Council may establish categories and criteria for dues reduction or exemption and may authorize Central Office to approve applicants that meet established criteria as a matter of operations. Terms of reductions and exemptions shall be stated in NYSPA’s Policies and Procedures.

§6.4  Good Standing:  A member who has paid dues through a minimum of the current quarter shall be considered in good standing.

§6.5  Benefits:  Benefits of membership shall be available to each class. Suspended and expelled members do not receive member benefits.

§6.6  Rights: Each Full Member is entitled to one (1) vote at meetings of the membership and in Association elections and may hold a NYSPA office. Bylaws of divisions & special interest groups may allow their student members to vote for student representative to their board. No other class of membership shall have voting rights nor hold office positions in the Association.

§6.7  Classes: The Association shall consist of five (5) classes of membership: Full Member, Associate, Student Affiliate, Professional Affiliate and Out-of-State. Changes to the Association’s classes of membership require approval of Council and amendment to these bylaws. Criteria, application processes and approval for each class shall be defined in NYSPA’s Policies & Procedures Manual.

§6.8  Ethical Conduct: Members are expected to subscribe to the mission and purposes of the Association, abide by its bylaws and policies, maintain ethical standards of professional conduct as set forth by the American Psychological Association, and abide by all applicable federal, state and other laws that regulate the profession or practice of psychology. A member’s conduct shall not be injurious to NYSPA, adversely affect its reputation or be destructive of its purposes.

§6.9  Resignation: Members may resign from NYSPA by giving written notice to the NYSPA office or Secretary. Non-payment of dues without written notice of resignation does not constitute resignation. Resignation shall not relieve a member of the obligation to pay unpaid dues or other charges that may accrue up until resignation date, nor shall it entitle the resigning member to a pro-rated refund of dues already paid.

§6.10  Suspension: After due notification, a member shall be suspended for non-payment of dues for a period of three (3) consecutive months, unless the member’s status is under review for reasons stated in §6.12 of these bylaws. Suspended members do not receive benefits or refunds.

§6.11  Expulsion: Council shall have the full and immediate authority to expel a member by two-thirds vote for conduct which potentially puts the Association at risk, adversely affects its reputation, or which is seriously inimical to or destructive of its mission and standards. Such conduct includes, intentionally misrepresenting information on the application for membership; ceasing to qualify for membership; violating NYSPA bylaws or policies; violations of APA professional ethical principles; revocation or suspension of license to practice; and conviction of a felony.

§6.12  Disciplinary Procedures: The Council of Representatives shall create policy detailing rules, process, oversight and disciplinary actions for matters brought forth pertaining to Articles 6.8 & 6.11 of these bylaws. Such policy shall be in documented in NYSPA’s Policies & Procedures Manual.

§6.13  Re-Admission: Members wishing to return following a minimum of one-year absence due to resignation or suspension are required to submit a membership application. Members expelled pursuant to Article 6.11 & 6.12 shall not be approved as a returning member within three (3) years of expulsion. Council shall review a previous members’ reason(s) for expulsion to determine if re-admission is appropriate.

§6.14  Non-Discrimination/Harassment: No person otherwise qualified for any class of membership in this Association shall be denied such membership by reason of age, gender, gender identity, sexual orientation, race, national or ethnic origin, creed, religion, marital status, political views, mental or physical disability. All relationships among persons in a NYSPA environment shall be businesslike and free of harassment. NYSPA shall have a non- discrimination/harassment policy included in its Policies & Procedures Manual.

§6.15  Vested Interest: A member shall not have any vested right, interest, or privilege of, in or to the assets, functions, affairs of NYSPA, or any right, interest or privilege which may be transferable or inheritable, or which shall continue if his or her membership ceases.

§6.16  Meetings of Membership:

§6.16.1  Annual Business Meeting: There shall be an annual business meeting for membership to be held at such time, place and format as determined by Council. If the time & place is the NYSPA Educational Convention, a scheduled time & place during the convention shall be established. Only current NYSPA members may attend its business meeting. Pursuant to nonprofit corporate law, if the annual meeting for membership is not held by or before the date designated, for reasons including lack of quorum, the meeting shall be held as soon after that date as convenient, no later than 90 days.

§6.16.2  Special Meetings: Special meetings of the membership may be called by Council, the President, or by written petition of at least fifteen (15) percent of the Membership, for any purpose, to be held at a time and place determined by Council or the President. Written petition shall be submitted to the Secretary or Executive Director of the Association.

§6.16.3  Video/teleconference: Meetings of membership may be held via video/teleconference as long as the Association provides access for members participating to hear and communicate with other members during the meeting, including the capacity to vote on matters brought before the membership. An attendee’s inability to join a video meeting as a result of personal technical knowledge or ownership of video devices does not indicate access was not provided by the Association.

§6.16.4  Notice: Notice of annual business meetings and special meetings shall state the purpose, time and place of such meeting, and shall be placed in the mail or emailed to the membership no fewer than thirty (30) days before the meeting date. Each member is responsible for ensuring that their address and/or electronic transmission contact on the membership roster is accurate. Attendance of a member at a meeting constitutes a waiver of objection to lack of notice or defective notice of the meeting.

§6.16.5  Quorum: The members present and entitled to vote shall constitute a quorum at a meeting of the membership.

§6.17.6  Votes: Current Association members in good standing in the Full Member class are entitled to one (1) vote. A simple majority vote shall decide any question brought before the meeting, except as otherwise required by law.

ARTICLE VII. THE STRUCTURE OF THE ASSOCIATION

§7.1  The organizational structure of the Association shall include:

A. A Council of Representatives.
B. The Executive Board of the Council of Representatives.
C. Divisions, representing the special interests of the membership.
D. Affiliated Regional Associations within the State.
E. Committees and Task Forces.
F. Special Interest Groups and the New York State Psychological Association of Graduate Students (NYSPAGS).
G. General Membership.

ARTICLE VIII. COUNCIL OF REPRESENTATIVES

§8.1  The Council of Representatives shall be the policy-setting body of the Association and shall have full power and authority over the affairs and funds of the Association within the limitations set by the Certificate of Incorporation and these Bylaws.

§8.2  All meetings of Council require a quorum which consists of at least fifty-one percent (51%) of Council Members. For a motion to be approved, it must have majority support of those voting for or against the motion, unless otherwise specified by these Bylaws or by Keesey’s Modern Parliamentary Procedure. Meetings and voting may be conducted electronically.

§8.3  The Council consists of the Executive Board, the representatives of NYSPA Divisions and Regional Associations, a representative of NYSPAGS, and the Past-Past-President.

§8.4  The Executive Board consists of the President, President-Elect, the Past-President, Secretary, Treasurer, APA Council Representative(s), two (2) Members-at-Large, and the Parliamentarian.

§8.5  The Executive Director, Director of Professional Affairs, and the Parliamentarian shall play advisory roles and shall not vote.

§8.6  The Executive Board of Council shall serve as the administrative arm of the Association and as the policy arm between meetings of Council. The Executive Board shall function in accordance with policy established by Council.

§8.7  Terms of office for Division and Regional representatives of Council shall be three (3) years. No Council Representative may serve on Council more than six (6) consecutive years. A minimum of two (2) years must pass before a Representative may again serve as a Council Representative from any Division or Region. The two (2) year hiatus does not apply if a Representative becomes an officer of the Association (President, President-Elect, Past-President, Secretary, or Treasurer) or NYSPA’s Representative to APA Council, and any of these persons may, upon completion of his/her term(s), resume service as a Council Representative for one term before the required hiatus. A Council Representative filling another person’s uncompleted term is not barred from holding elected office on completion of the substitute term unless the new term would extend beyond the six-year maximum.

§8.8  The term of office shall be one (1) year for the NYSPAGS representative, who may be re-elected or re-appointed by NYSPAGS for one (1) additional term only.

§8.9  Council shall elect two (2) of its members to serve at-large on the Executive Board in two (2) year staggered terms. Eligible candidates include all Representatives except those entering their 6th year in office. One of the Members-at-Large shall be chosen specifically to enhance the representative nature of the Executive Board by virtue of multicultural diversity, geographic location, gender, or age. The election will take place at the final Council of Representatives meeting each year. If there is no viable candidate at that time, Council may vote at the first meeting of the following year. If a Member-at-Large vacates the position, Council shall elect a new Member-at-Large to fill the remainder of the term.

§8.10  The Representative(s) to the APA Council shall serve on the Executive Board for the duration of the APA term of office.

§8.11  Council shall establish an annual meeting schedule of no fewer than four times per year. Additional meetings may be called by the President or by written request to the President of one-third of the members of Council.

§8.12  Council shall have the right to discipline any member, including removing that person from office, for malfeasance, gross negligence and/or serious violation of these Bylaws.*

§8.13  Selection of an Executive Director or Director of Professional Affairs shall require a two-thirds (2/3) vote of Council.

§8.14  If a Council member cannot attend a meeting, the Council shall seat one alternate for that meeting. The Council ballot sent to division members shall include candidates for leadership positions as well as the position of Representative to NYSPA Council and candidates for two alternate Representatives, one of whom will represent the Division at NYSPA meetings if the duly elected Council Representative is unable to attend. The Council ballot sent to Regional Associations shall include candidates for the position of Representative to NYSPA Council and candidates for two alternate Representatives, one of whom will represent the Regional Association at NYSPA meetings if the duly elected Council Representative is unable to attend. Notice should be given in writing to Central office as far in advance as is possible.

ARTICLE IX. ELECTED OFFICERS

§9.1  The elected officers of the Association shall be the President, President-Elect, Past-President, Secretary, and Treasurer.

§9.2  The terms of office shall be one (1) year each for the President, the President-Elect, and the Past President; three (3) years each for the Secretary and Treasurer with a two (2) term limit.*

§9.3  The terms of NYSPA officers shall begin on January first.

§9.4  The President shall preside at all meetings of the Association, the Council of Representatives, and the Executive Board; exercise supervision over the affairs of the Association; sign or approve all contracts for the Association; and may be a nonvoting participant in all committees and task forces. The President is the only elected official who may speak for the Association.

§9.5  The Past-President shall chair the Nominations and Elections Committee and shall, in the absence, incapacity, death or resignation of the President, assume the duties of President until the completion of the President's term or until the President is able to resume office.*

§9.6  If the office of Treasurer or Secretary is vacated prior to the expiration of the term, Council may appoint an interim officer.*

§9.7  The President-Elect shall automatically assume the office of President on the next January 1.*

§9.8  The Secretary shall:

A. Supervise and maintain the records of the Association;
B. Be responsible for recording and transmitting the minutes of Council and Executive Board meetings and any meeting of the general membership.
C. Ensure that all decisions of governance are transmitted to the appropriate officers and committees for implementation.
D. Produce a roster of all committee members for election by Council.
E. Maintain and adhere to NYSPA’s yearly Calendar and remind the President, EC and Council of pending matters.
F. Monitor and inform Council during the next meeting after September 1st about Divisions’ and Regions’ eligibility for representation on Council.
G. Prior to the first Council meeting of the year circulate a copy of NYSPA’s conflict of interest policy to all required parties and oversee return of signed attestations.

§9.9  The Treasurer shall oversee all of the Association’s financial and budgetary matters, chair the Finance Committee, prepare the annual budget of the Association, submit the budget to Council, and provide timely and accurate reports to Council during the year.

ARTICLE X: DIVISIONS

§10.1  A Division of the Association shall be created once all of the following conditions have been met:

A. Authorized by a two-thirds (2/3) vote of Council;
B. Governed by structure similar to the NYSPA Executive Board;
C. At least fifty (50) MEMBERS who have paid their initial dues;
D. Organized around a specialty area within the discipline of Psychology consistent with the purpose and policies of the Association;
E. Elected governing body and Representative(s) to NYSPA Council from among Division MEMBERS; and
F. Adopted Bylaws governing its procedures and describing the duties of its officers and submitted these to Council for approval. Approved Divisional Bylaws shall be filed with the NYSPA Secretary.

§10.2  Representation on Council shall be as follows: 50 or more MEMBERS, one (1) Representative; 400 or more MEMBERS, two (2) Representatives; 1200 or more MEMBERS, three (3) Representatives.

§10.3  Divisions must meet the following minimum conditions each year by September 1st:

A. Required number of MEMBERS to justify the current level of representation on Council (see §2).
B. Three (3) elected Officers and a Representative to NYSPA’s Council;
C. At least two (2) Executive Board meetings within the previous twelve months (as evidenced by copies of minutes furnished to the Secretary); and
D. One (1) written report to Council during the previous twelve months about Division activity.

§10.4  If any of these criteria are unmet, the Secretary shall advise members of the Division that all four requirements must be fulfilled by the following September 1st [year 2] or the Division will lose representation on Council during the third calendar year. A Division that meets all criteria in year 2 will retain its Representative(s) on Council during year 3. Otherwise;

A. A Division formerly entitled to one (1) Representative shall continue as a Division but without representation on Council during the next calendar year [year 3]. If it meets all criteria on September 1st of the third year, representation on Council resumes in year 4; if not, the Division will convert to a Special Interest Group.

B. A Division formerly entitled to two (2) or more Representatives and which does not meet the appropriate MEMBERship requirement in §3. A for that level of representation shall lose one (1) seat for all of year 3 and in any succeeding years unless the number of its MEMBERS rises to the level that allows it an additional Representative. Failure to meet criteria §3. B, C, or D in year 2 shall lead to the loss of all representation in year 3. If these three (3) criteria are satisfied in year 3, representation resumes in year 4 at the level corresponding to the number of its MEMBERS; if not, the Division will convert to a Special
Interest Group.

§10.5  Any division may dissolve itself, with notice to Council, by majority vote of its MEMBERS provided that the number of votes against dissolution is fewer than fifty (50). Council, by a two-thirds (2/3) vote, may dissolve any Division whose mission/goals are found to be inconsistent with the mission/goals of the Association. Funds remaining in the account of any dissolved Division revert to the general account
of the Association.

ARTICLE XI. REGIONAL ASSOCIATIONS

§11.1  An organized Regional Association encompassing at least one (1) county in the state may become affiliated with NYSPA as long as the Region has a purpose consistent with the mission and goals of the Association and when Council has approved the affiliation by a two-thirds (2/3) vote. A Regional Association becomes eligible to vote in Council when it has twenty-five (25) or more NYSPA members.

§11.2  Regional Associations shall elect their Representatives to NYSPA’s Council; eligible voters and candidates shall be NYSPA MEMBERS. Each Regional Association with twenty-five (25) or more NYSPA Members shall be entitled to one (1) Representative on Council. The Bylaws are intended to provide equivalent treatment toward Regions and Divisions and should be revised if MEMBERship in any Regional Association begins to approach 400.

§11.3  In addition to at least twenty-five (25) NYSPA MEMBERS, each affiliated Regional Association shall furnish to the NYSPA Executive Director annually by September 1st a roster of its NYSPA MEMBERS for membership validation/balloting, shall certify to Council that it has at least three (3) elected officers, and shall have filed at least one written report to Council about its activity during the previous year. If any of these criteria are unmet, the Secretary shall advise the President of that Regional Association that all four requirements must be fulfilled by the following September 1st [year 2] or the Region will lose representation on Council during the third calendar year. A Region that meets all criteria in year 2 will retain its Representative on Council during year 3. Otherwise, the Regional Association will maintain its affiliation, without representation on Council, until the year following the September 1st on which all required criteria are once again met.

ARTICLE XII. COMMITTEES

§12.1  The three types of NYSPA Committees are: Bylaws Committees, Continuing Committees and Ad Hoc Committees/Task Forces. Committees shall report in writing about their activity―and, where appropriate, make written recommendations―to Council (or, in the case of Task Forces, to the President).

§12.2  Bylaws Committees may be established or dissolved by amending the Bylaws.

§12.3  Continuing Committees may be established or dissolved by a vote of Council.*

§12.4  Once selected by Council, Bylaws and Continuing Committee Chairpersons shall serve one (1) year renewable terms and members of these committees three (3) year renewable terms without limit.

§12.5  Except when authorized by a two-thirds (2/3) vote of Council, no one may simultaneously chair or co-chair more than one Bylaws or Continuing Committee.

§12.6  Ad hoc Committee/Task Force members and their chairs shall be appointed only by the President. An Ad Hoc Committee/Task Force shall dissolve automatically when its assignment is completed, or at the end of the President’s term of office unless the incoming President reappoints it.

§12.7  Only Association members in good standing may serve on committees.

§12.8  Bylaws Committees:

A. The Finance Committee shall prepare and monitor the Association’s budget and make recommendations regarding the finances of the Association. It shall consist of the elected officers plus four Council members chosen by Council.

B. The Nominations and Elections Committee (see Article XIV).

C. The Membership Committee shall promote membership recruitment, review applications for membership, and make recommendations to Council regarding membership issues.

D. The Awards Committee shall present the names of nominees for the annual Allan V Williams, Jr. Memorial Award to Council for selection of the recipient; determine the recipients of all other established NYSPA-wide awards; recommend any new awards to Council for approval.

E. The Editorial Policy Committee shall propose policies to Council regarding the content and editing of NYSPA publications.

F. The Ethics Committee shall advise members of the Association on ethical matters.

G. The Insurance Committee shall have jurisdiction in matters concerning third party payments as well as relationships with governmental and commercial payers.

H. The Legislative Committee shall oversee New York legal, legislative, and regulatory matters relevant to the Association, including (with the consent of Council) drafting legislation and lobbying. At least one member of the Committee shall be appointed Federal Advocacy Coordinator and shall monitor
pertinent federal legislative and regulatory matters.

§12.9  Bylaws and Continuing Committees shall assume any other duties assigned by Council consistent with their general areas of responsibility.

ARTICLE XIII. SPECIAL INTEREST GROUPS

§13.1  With the approval of Council or where otherwise provided for in these Bylaws, a Special Interest Group (SIG) may be formed by any number of NSYPA psychologists who have a common interest compatible with the Association’s mission. A SIG may hold meetings, elect officers, collect dues directly from its members, and send a nonvoting representative to Council. To allow for oversight by Council and operational transparency, each SIG shall file at least one report per year with Council.

ARTICLE XIV. NOMINATION AND ELECTIONS*

§14.1  The Nominations and Elections Committee shall be responsible for NYSPA-wide and Divisional elections. The Committee shall be chaired by the NYSPA Past President and shall consist of six (6) additional members approved by Council, of whom at least two (2) shall be Representatives from Divisions and two (2) Representatives from Regional Associations.

§14.2  No member of the Nominations and Elections Committee shall be a candidate for NYSPA-wide office (President, President-Elect, Secretary, Treasurer and APA Council Representative). Any member of the Committee who is nominated for a Division office shall abstain from deliberations and voting regarding that office.

§14.3  No one may be a candidate simultaneously for more than one elective office on the NYSPA Executive Board, nor simultaneously seek a position on the NYSPA Executive Board and a Division office of President, President-Elect, or Representative to NYSPA Council.

§14.4  An existing NYSPA officer or APA Representative cannot be elected to a different position on the Executive Board. In the case the Secretary or Treasurer leaving during their term of service the other will hold both roles until the next election.

§14.5  A person who has held the office of NYSPA President may again assume an Association-wide office after a minimum absence of one (1) year from the Executive Board.

§14.6  The Nominations and Elections Committee shall:

§14.6.1  Contact voting MEMBERS of the Association to solicit nominations for the offices of NYSPA President-elect, Treasurer, and Secretary as well as all Divisional offices requiring election for the coming year.

§14.6.2  Request of all eligible candidates a written confirmation of their willingness to serve in office.

§14.6.3  Recommend a slate of candidates to Council for approval. The Committee shall vet candidates to ensure their eligibility for office.

§14.6.4  Monitor the election and use the election rules outlined in the policy and procedure manual to ensure a fair election process and outcome.

§14.6.5  Oversee tabulation of all votes, certify and report the results of the elections to the Council and the membership.

§14.6.6  The elections procedures shall be outlined in the Policy and Procedure Manual.

ARTICLE XV. FINANCES

§15.1  Fiscal Year: The fiscal year of the Association shall be January 1 through December 31.

§15.2  Budget: The Council of Representatives shall adopt an annual budget for the Association by the end of November of the previous year.

§15.2.1  Budget Changes: Council may vote to revise the budget as deemed necessary and prudent at any time. Unless otherwise provided by these bylaws or non-profit corporate law, only Council can approve budgetary changes but it may, in its discretion, allow the Executive Committee to approve unbudgeted expenses deemed necessary between Council meetings, which will be reported at the next Council meeting. Such provisions, terms and limitations shall be recorded in NYSPA’s Policies & Procedures Manual.

§15.3  Financial Reports: The Treasurer shall submit to Council, at minimum, quarterly reports of the Association’s finances.

§15.4  Funds: Association funds may be raised by membership dues, sponsorships, programs, publications, services of the Association, and other manners approved by Council and pursuant to non-profit corporate law. Funds collected through actions of the Association are to be used solely for the fulfillment of the purposes and mission of the Association pursuant to its Article of Incorporation.

§15.5  Deposits: All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such banks or other depositories as may be selected by or under the authority of Council.

§15.6  Checks: The Council of Representatives shall determine and authorize assignment and manner of authority. As of the last version of these bylaws, only the Association’s Treasurer and Executive Director as authorized by the Treasurer may sign checks drawn upon any account of the Association. In the absence of a Treasurer, the Secretary is appointed by the Council as an interim Treasurer to sign checks until an election for Treasurer can be held.

§15.7  Audit: The Treasurer shall ensure an audit is conducted on the books of this Association at least every three years.

§15.8  Books: The Association shall keep correct and complete books and records of its accounts.

ARTICLE XVI: POLICIES & PROCEDURES MANUAL

§16.1  The Association shall have a policies and procedures manual containing adopted policies, rules, processes to implement them, and guidelines for the transaction of business of the Association, provided they do not conflict with these bylaws. All adoption of policies and/or changes shall require approval of Council.

ARTICLE XVII. ENDORSEMENT OF DOCUMENTS; AGREEMENTS; CONTRACTS

§17.1  Authority to bind the Association is solely held by the Council of Representatives and any officers or agents or attorney-in-fact the Council authorizes. Such authority may be general or confined to specific instances and shall be documented in NYSPA’s Policies & Procedures Manual. No other person(s) shall have any power, authority or right to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

ARTICLE XVIII. INSURANCE; INDEMNIFICATION

§18.1  Insurance: The Association shall purchase and maintain insurance on behalf of all Officers and Directors against any liability asserted against them or incurred by them in their capacity as Officers and Directors or arising out of their status as such.

§18.2  Indemnification: The Association shall indemnify and hold harmless current & past Council members, and consultants, contractors, and employees (representatives) from and against any and all claims and liabilities which the member or representative may be or become subject to by reason of their now and hereafter being or having been a Council member or representative of the Association, and shall reimburse them for all legal and other expenses reasonably incurred by them, subject to approval by the Council or in accordance with non- profit corporate law, in connection with the defense against such claims or liabilities, provided, however, that no Council member or representative shall be indemnified against nor be reimbursed for any expenses incurred in defending against any claim or liability arising out of their own negligence or willful misconduct. The foregoing rights of officers and representatives of this Association shall not be exclusive of other rights to which they may be lawfully entitled.

ARTICLE XIX. OFFICE & STAFF

§19.1  Office: The Association shall maintain an administrative office for the promotion of the purposes of the Association. The office shall be established at such a place and with such personnel, facilities and functions as the Council directs.

§19.2   Staff: The Council of Representatives may hire an Executive Director, staff, or Association Management Company (AMC) to manage the affairs of the Association.

ARTICLE XX. ANTI-TRUST

§20.1  The Association prohibits all members and staff from engaging in any activity or conduct which has the effect or intent of restraining trade. This prohibition includes efforts to fix prices, divide markets, allocate production or impose boycotts.

ARTICLE XXI. POLITICAL ACTION COMMITTEE

§21.1  The Council of Representatives may determine it is in the best interests of the Association to establish or dissolve a Political Action Committee (PAC). The PAC Board shall develop and maintain bylaws, rules and procedures of the PAC. The PAC shall maintain and operate this fund and permit contributions to and make disbursements from, only in accordance with its bylaws and all applicable laws. A separate fund shall be created by the PAC in such form as the PAC shall determine. This fund shall at all times remain segregated from the assets of the Association and shall not be commingled with those of any individual or other organization nor shall they inure to the private benefit of any member of the Association. Contributions to the PAC shall be wholly voluntary, and no direct or indirect pressure or coercion shall be exerted on any Association member or other person(s) to induce or compel a contribution. No contribution shall be solicited or secured by financial reprisal, or the threat thereof, or as a condition of NYSPA membership.

ARTICLE XXII. ETHICS

§22.1  Members of NYSPA governance shall exercise due caution when their personal, scientific, professional, legal, financial, or other interests could reasonably be expected to impair their objectivity, competence, or effectiveness in performing their NYSPA functions or could expose the Association to harm.

§22.2  In the event that an elected or appointed official of the Association appears to be involved in a conflict of interest, s/he or any other Association member shall immediately report this, in writing, to the Executive Board, which shall take steps to resolve the potential conflict of interest.

ARTICLE XXIII. PARLIAMENTARY AUTHORITY

§23.1  The Parliamentarian is appointed by the President.

§23.2  The role of the Parliamentarian shall be limited to advising the President on procedural matters based on these Bylaws, the Rules of Council, Keesey’s Parliamentary Procedure, and precedent.

§23.3  The President has authority to make final decisions about parliamentary procedure, except that Council may override a President’s ruling with a non-debatable motion requiring a two-thirds (2/3) majority for approval.

ARTICLE XXIV. AMENDMENTS

§24.1  Amendments to these Bylaws may be proposed by vote of Council or by a petition of fifteen (15) percent of the MEMBERS of the Association submitted to the Secretary.

§24.2  Amendments to these Bylaws shall be approved when affirmed in a secret ballot by at least two-thirds (2/3) of MEMBERS voting during a thirty (30) day polling period. Results of the voting shall be certified by the Secretary.

§24.3  When amended Bylaws are ratified by the MEMBERship of the Association, Council shall be empowered to make any special arrangements necessary to implement the transition from the previous Bylaws.

 

Chronology

1936. Incorporated as New York State Association of Applied Psychologists, Inc.
1940. Name changed to New York State Psychological Association for Applied Psychology, Inc.
1947. Reorganized and chartered as New York State Psychological Association, Inc.
Bylaws revised: 1952, 1964, 1967, 1975, 1978, 1986, 1989, 1995, 2000, 2003, 2014, 2015, 2022

 

*See Rules of Council for further information.