ARTICLE I: OFFICES Section 1.1 The principal office of the organization (corporation) be named American Board of Behavioral Psychology, Inc. (ABBP) shall be located in the City of New York, County of New York, and the State of New York. Section 1.2 The Board of Directors of the Organization may establish offices in other such places within or without of the State. Section 1.3 The organization shall be established as a not-for-profit corporation. Section 1.4 Unless otherwise stated in the body of these bylaws, Robert's Rules of Order shall govern all meetings in its procedures. ARTICLE II: PURPOSES Section 2.1 The fundamental purposes of the organization are as follows: a) to determine the qualifications for Psychologists who are practicing Behavioral Psychology at a specialty level of competence and professionalism, b) to specify these qualifications, so that the public may be informed thereof, c) to develop and administer examinations which will assist in identifying such specialty Psychologists, d) to certify the attainment of such qualifications for individuals seeking such certification, and e) to award Board Certification through a diploma to those qualified individuals who have demonstrated through the organization's examination process as having attained such qualifications. ARTICLE III: BOARD OF DIRECTORS Section 3.1 A Board of Directors shall manage the organization. Each Director shall be at least 18 years of age. The number of Directors constituting the Board shall at no time be less than seven members. Subject to the foregoing, the number of directors may be increased or decreased from time to time by vote of the Board of Directors. No decrease shall shorten the term of any Director then in office. Section 3.2 Each Director shall be elected for a term of three years with reelection to successive terms permissible. Terms of service shall begin on the first day of each calendar year and end on the last day of each calendar year. Elections shall be conducted each year in sufficient time so that newly elected Board members can attend the annual Board of Directors meeting immediately prior to their assuming their designated office. The Secretary-Treasurer shall each year assist the President of ABBP and the Academy President in collecting nominations for new directors from all Fellows of the Academy. Nominations shall be solicited by the Academy President. The Secretary-Treasurer shall then receive from the Academy President the nominations together with a tally of the number of nominations received by each nominee and shall transmit to and discuss these with the President. The President shall then coordinate the selection of new Directors by the current Directors from among these nominees. Section 3.3 Any or all of the members of the Board of Directors may b e removed for cause by a 2/3rds majority vote of the Directors present provided there is a quorum of not less than two-thirds of those board members present at the meeting of the Directors at which such action is taken. Section 3.4 A director may resign at any time by giving written notice to the Board President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the President. Acceptance of such resignation shall not be necessary to make it effective. Section 3.5 Newly created directorships or vacancies in the Board of Directors may be filled by vote of a majority of the Board of Directors then in office. A Director elected to fill a vacancy due to resignation, death, or removal shall be elected to hold office for the remaining term of his/her predecessor. Section 3.6 No notice shall be required for regular meetings of the Board of Directors for which time and place have been fixed. Special meetings may be called by or at the direction of the President, or by a majority of the directors in office provided such meetings be announced to all board members at least three weeks in advance of the scheduled time. Section 3.7 A majority of the entire members of the Board of Directors shall constitute a quorum. All acts of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time. Section 3.8 The President shall preside at all meetings of the Board. If the President is absent, then the Vice-President shall preside and, if the Vice President is absent, then the Secretary-Treasurer shall preside. Section 3.9 At least one face-to-face meeting of the Board shall be held each year at the annual convention of the Association for Advancement of Behavior Therapy (AABT). In addition, other meetings of the Board of Directors or a committee thereof may be conducted by means of a conference telephone communication or similar communications technology allowing all persons participating in the meeting to hear or otherwise to be able to communicate with one another simultaneously. The use of E-Mail for this purpose is expressly permitted. Participation by such means shall constitute presence in person at a meeting and should be viewed materially as such. Any decisions requiring a vote shall require that a quorum of directors be present in the technological communications meeting. Periodic meetings of the Executive Committee, consisting of the President, Vice President, and Secretary treasurer, may be held, either in person or by electronic means, for the purpose of conducting board business between regular board meetings and the results of such meetings shall be reported to the full board for its approval. Section 3.10 All Directors shall be assigned areas of responsibility and activity that shall be decided upon by the President, in consultation with the individual director, and with the approval of the full Board of Directors. ARTICLE IV: OFFICERS Section 4.1 The Board of Directors shall elect from its directors a President, a Vice-President, and a Secretary-Treasurer, and such other officers as they may determine. The President, Vice President, and the Secretary-Treasurer shall comprise the Executive Committee. Section 4.2 each officer shall hold office for a term of three years beginning on the first day of year following the election. Section 4.3 The President shall be the chief executive officer of the Organization, shall have the responsibility for the general management of the affairs of the Organization, and shall carry out the resolutions of the Board of Directors. Section 4.4 During the absence or disability of the President of the Organization, the Vice President shall have all the powers and responsibilities of the President. The Vice President shall otherwise perform such duties as may be prescribed by the Board of Directors from time to time. Section 4.5 The Secretary-Treasurer shall keep the minutes of the Board of Directors. He/she shall serve all notices for the Organization, which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the organization. He/she shall further have the care and custody of all the funds and securities of the organization, and shall deposit said funds in the name of the organization in such bank accounts as the Board of Directors may from time to time determine. The Secretary-Treasurer shall also conduct yearly elections for Directors in conjunction with the Academy President. ARTICLE V: COMMITTEES Section 5.1 The Board of Directors may establish committees to facilitate the conduct of the business of the Board of Directors, and may delegate to such committees such powers as may be necessary or convenient for the proper exercise of a committee's assigned responsibilities. ARTICLE VI:COMPENSATION Section 6.1 No officer, Director, or Committee person shall receive any compensation for his/her services rendered on behalf of the organization. ARTICLE VII:INDEMNIFICATION Section 7.1 Each Director, or Officer, or Committee Person shall be indemnified by the Board of Directors against all costs and expenses (including attorney's fees), judgments, fines, and amounts paid in settlement of any action imposed upon him/her by virtue of his/her service for or in discharging their responsibilities on behalf of the Board of Directors of the Organization. Applicable law must permit such indemnification. ARTICLE VIII: AMENDMENTS |