Bylaws of NPA

BYLAWS OF NEBRASKA PSYCHOLOGICAL ASSOCIATION, INC

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2. Principal Office: The principal office of the corporation in the State of Nebraska shall be located in the City of Lincoln, County of Lancaster. The corporation may have such other offices, either within or without the State of Nebraska as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

3. Registered Offices: The Corporation shall have and continuously maintain in the State of Nebraska a registered agent whose office is identical with such registered office, as required by the Nebraska Nonprofit Corporation Act. The registered office may be, but need not be identical with the principal office in the State of Nebraska, and the address of the registered office may be changed from time to time by the Board of Directors.

4. The Nebraska Psychological Association is dedicated to represent the interests of psychologists and psychology across Nebraska. The objectives of NPA include, but are not limited to: protecting the independent practice of professional psychology; supporting the highest standards of ethical and effective practice; promotion of research in psychology, educating elected representatives, governmental entities,

and the public on the practice and science of psychology; and encouraging the application of research findings and psychological resources to address behavioral health issues.

Any person interested in furthering the goals and purpose of the corporation shall be eligible for membership subject to the following conditions:

1. Members, Life Members of the American Psychological Association, or persons who can satisfy the qualifications for Membership in the American Psychological Association shall be eligible for membership in the Association.

2. Persons enrolled in graduate study in Psychology or identified as undergraduate psychology majors at an accredited college or university or non-Ph.D. behavioral health professionals may become affiliates of the Association.

3. Members and Life Members shall have all rights and privileges of the Association. Affiliates and student affiliates shall have privileges of the Association; they shall not vote or hold office, and they may not participate in business meetings designated by the Board as closed meetings.

1. Individuals meeting the qualifications in Article III shall submit a membership form to the Association along with full payment of membership dues. The individual shall not be enrolled on the Membership list until the Treasurer has received his/her dues payment.

2. Life Membership: A member who has retired from employment as a psychologist may become a life member by notifying the Association of his/her job status change.

3. All members agree to uphold and abide by the Ethical Principles of Psychologists of the American Psychological Association and the laws governing the practice of psychology.

2. If a Member’s behavioral health license is revoked or terminated his/her membership shall be terminated by the Secretary automatically.

3. Failure to pay dues after reasonable notice shall be considered grounds for possible membership termination.

1. General Duties: The affairs of the corporation shall be managed by its Board of Directors, herein after referred to as BOARD. Directors need not be residents of the State of Nebraska. The Board of Directors shall supervise the work of the Administrative Officer. In the interval between the bi-annual business meetings, the Board of Directors shall have authority to take such actions as are necessary for the conduct of the Association's affairs in accordance with these Bylaws.

2. The BOARD shall consist of the following: the President, the President-Elect, the Past President, the Secretary, the Treasurer, the Representative(s) to the Council of Representatives of the American Psychological Association, the APAGS Representative (non-voting), two Members at large, Standing Committee Chairs, and the Administrative Officer (non-voting).

4. The President-Elect shall be elected for a term of two years, the President-Elect succeeding automatically to the presidency upon the expiration of the former's term of office.

8. The Representative(s) to the Council of Representatives of the American Psychological Association shall be elected in accordance with the provisions of the Bylaws of the American Psychological Association. The length of term of the Representative(s) shall be three years.

12. The Administrative Officer will be under contract for services with the contract to be renewed annually.

13. A majority of the voting board of directors present at any one scheduled board meeting shall constitute a quorum.

1. General: The BOARD shall act as the planning and governing body of the Association in the intervals between the business meetings of the Association and shall execute the will of the general membership as duly expressed in the form of motions at the business meetings. It is specifically charged to act for the membership in all legal matters and is responsible for the collection and disbursement of the Association's funds and development, submission and execution of an annual business plan. It is also charged to take such other interim action in matters pertaining to the Association as it may deem necessary, such action being subject to the approval of the general membership at the next business meeting. It is responsible for overseeing and integrating the activities of the standing committees and such temporary committees as may be appointed from time to time. It is empowered to call extraordinary business meetings. It shall take no action contrary to the Articles of Incorporation or these Bylaws or contrary to the will of the membership as expressed in the form of motions or resolutions without prior approval of the membership

obtained by due process.  The BOARD is empowered to appoint and employ an Administrative Officer who shall be responsible for the management of the central office, staff, their hiring, training, performance, and termination. The Administrative Officer shall perform such duties as may be assigned by the Board of Directors or as may be prescribed in an annual contract or these Bylaws including but not limited to assistance in implementing policies established by the BOARD, provide staff assistance for BOARD members and committees serve as liaison with the Board. The Administrative Officer will be under contract for services with the contract to be reviewed and negotiated annually based on needs of the Association. The BOARD shall determine duties and expectations as part of that contract. The contract will be subjected to a bid process every 3 years.

2. Duties of the President: The President shall preside at all general business meetings of the Association and at meetings of the BOARD. He/she shall call meetings of the BOARD. He/she shall, with the approval of the BOARD, appoint the standing committees to serve during his/her term of office and shall designate the chairperson thereof, except for the Ethics Committee Chairperson. He/she shall appoint

temporary committees for other purposes at his/her own discretion or at the behest of the general membership and shall designate the chairpersons thereof. He/she shall be ex-officio member of all committees. He/she may, with the approval of the BOARD, delegate to any Member of the Association, any duties within the scope of the Association's functions not specifically designated in the Articles of Incorporation or these Bylaws.

3. Duties of the President-Elect: The President-Elect shall assume the duties of the President at general business meetings and at BOARD meetings in the absence of the President, but he/she is not empowered to call BOARD meetings. He/she shall be ex-officio member of all committees and specifically serve on the continuing education committee.

4. Duties of the Secretary: The Secretary shall keep a complete record of the proceedings of the meetings of the BOARD and general business meetings, including word-for-word transcriptions of all motions and resolutions passed by the Association. He/she shall be responsible for circulating to the membership the

5. Duties of the Treasurer: The Treasurer shall keep a complete membership list of the Members and Affiliates of the Association together with appropriate data thereon. The Treasurer shall serve as Chair of the Budget and Finance Committee. He/she shall be responsible for collecting dues, and, with the approval of the BOARD, for keeping and disbursing the Association's funds. He/she shall submit an annual report to the Association at the time of the annual business meeting, including therein a statistical report on membership, a complete financial statement, and any other matters he/she may deem proper.  He/she must make an informal financial statement at any time at the request of any Member of the Association and make financial records available for audit annually.

6. Duties of the Representative(s) to the Council of Representatives of the American Psychological Association: The Representative(s) shall act as chief delegate(s) of the Nebraska Psychological Association at meetings of the Council of Representatives and to the appropriate region of the Division of State Psychological Association Affairs of the American Psychological Association, and shall report to the BOARD and to the general membership on the activities of that body.

Upon the death, resignation, or removal of the President, the President-Elect shall automatically and immediately succeed to the Presidency, and shall serve the remainder of his/her predecessor's term for which he/she was duly elected. If the office of the President-Elect shall become vacant other than by succession to the Presidency, it shall be filled by a special election, which shall be conducted in

accordance with the usual procedures for nominations and elections with such modifications as the BOARD may authorize to meet exigencies of time or other special circumstances. If the office of the Past President shall become vacant, it shall remain vacant until the expiration of the term. Other vacancies on the BOARD shall be filled by interim appointment by the President, which appointment will terminate at

the time of the next regularly scheduled election when the office will be filled by election under due process for the balance (if any) of the term.

Any member of the BOARD may be removed from office. The procedure to be followed will be the same as that for removal from membership that except in case of impeachment of the President, the President-Elect shall act in lieu of the President in such actions directly and specifically relevant to the prosecution of such impeachment. Grounds for removal action shall be malfeasance in office and/or violations of the Code of Ethics of the American Psychological Association, except that such practices

The Association shall hold at least two business meetings during each calendar year, the dates for such meetings to be determined by the BOARD and publicized to the membership committee at least thirty days in advance. The number of members required to constitute a quorum shall equal twenty percent of the full membership present at the business meeting, excluding life members. One regular annual

meeting shall be held in the spring. The other annual meeting shall be held in the Fall at a time and place designated by the BOARD. Special meetings of the Association may be called for by the members in sufficient number of at least one- twentieth of those entitled to vote at the meeting. Notice of the special meeting must be given not less than ten days nor more than fifty days before the date of the meeting either

1. The BOARD shall hold at least two meetings during each calendar year, the dates and locations corresponding with the dates and locations of the regular annual meetings of the Association. Special meetings of the BOARD of Directors may be called by the President or by any two directors. The person or persons authorized to call special meetings of the BOARD may fix any place, either within or without

the State of Nebraska, as a place for holding a special meeting of the BOARD called by them. Notice of special meetings of the BOARD must be given not less than seven days nor more than fifty days before the date of the meeting either personally, by mail or by email.

2. The Board may conduct business electronically, either by telephone conference call, email or some other electronic means under certain circumstances: (1) there is some urgency in the matter, (2) a quorum responds to the email request for action. When voting on board motions by email the following guidelines are adopted:

A. When a motion is to be made by a Board member, the Board member making the motion should create a "Subject line" for the motion, which includes the words "VMail:..." followed by a brief description of the motion. This alerts all Board members to the importance and the nature of the email.

B. The President or acting chair oversees the process of the motion, including discussion, per Robert's Rules of Order. The target time line for the process is 24 hours to 48 hours for discussion with discretion to the chair.

C. The discussion that ensues must be pertaining to the motion under consideration. Only one active motion may be on "the floor" at any one time. Only discussion pertinent to that motion may be included in that Vmail.

D. The Chair insures all Board members are accounted for in the VMail discussion to assure there is a quorum of voting members "logged" in for VMail discussion.

E. The Chair maintains neutrality and encourages all pertinent discussion as is required by Robert's Rules of Order.

F. The Chair calls for a vote when relevant discussion is exhausted, by reiterating the motion, the second and calling for a roll call for the vote. The vote tally is reported back to the Board by email to include Yea votes, Nay votes, abstentions and absences. The motion passes or falls by the tally.

G. The Chair directs the Administrative Services Officer to capture the pertinent information about the motion to be recorded in the minutes of the next scheduled Board meeting. VMail votes will be recorded in the minutes as VMail votes.

II. Since the internet is a public forum and not a secure environment, no sensitive discussions should be conducted by email. If a secure service is available, it can be used. Sensitive matters are best handled in face to face meetings or by telephone/teleconferencing. Any confidential matter dealing with personnel, ethics issues or actionable personal performance matters will be conducted by email only on a secure system, but more preferably in face to face contacts or by telephone (or teleconferencing).

III. Any voting Board member may object to the use of email in a specific decision making process and may end an email voting process at any time. The person who invokes this privilege is obliged to state the reason for invoking this right and suggest an acceptable alternative means for conducting the business at hand. Any voting Board member may call a halt to any email discussion that has become too cumbersome, confusing or too emotionally charged.

1. Divisions may be organized to represent major scientific and professional interests that lie within the Association. Membership in one or more Division will be limited to any Member, Affiliate Member or Student Affiliate of the Association under the rules of eligibility and election established by the Division.  Divisional affiliation is not required of any ember of the Association.

2. A Division shall be established whenever fifteen percent or more of the Members or Affiliates of the Association petition for it and such establishment is favored in the form of a bylaw by a majority of the members present at the next business meeting of the Association.

3. Divisions (a) must represent an active and functionally unitary interest of a group of Members, (b) their proposed objectives must fall within the scope of those specified in Article III of the Articles of Incorporation, (c) their membership is not restricted on any basis other than psychological interest and qualifications, and (d) the establishment of any new Division already established of NPA.

4. Divisions may be dissolved by majority vote of the membership of the Association when (a) the number of members of the Division who are Members or Affiliates of the Association falls below ten percent of the Members and Affiliates of the Association, (b) the members of the Division vote to recommend dissolution, or (c) when the BOARD recommends dissolution because of failure to comply with Section 3 of this Article or other cause stated in writing, to which the membership of the Division has had opportunity to reply.

5. A Division remains autonomous in all matters within its field that are not reserved to the Association or the BOARD in the Articles of Incorporation or the Association's Bylaws. However, in spite of this stated autonomy, the Board of Directors of the Association retains final responsibility for activities of its Divisions. A Division shall establish Bylaws and such regulations as it desires, elect officers, and collect and disburse monies. Each Division shall file with the BOARD a copy of its current Bylaws, regulations, and a listing of officers and committee structure, if any. Each Division will submit at least a semi-annual report of its activities to the BOARD.

6. Each Division shall be entitled to one voting representative to the Board (the Division President elected by Division Members).

1. Appointment: The President with the approval of the BOARD shall appoint from NPA Members or Affiliates (except as specially noted) the needed committees and designate the chairpersons to carry on the work of the Association.

Academic Affairs Budget and Finance Continuing Education

Ethics Governmental Affairs Membership/Nominations/Elections Professional Affairs

3. The Academic Affairs Committee shall have general concern for all aspects of psychology as ascience, including the continued encouragement, development, and promotion of psychology as a science; scientific aspects of the program at conferences; and psychology's relations with other scientific bodies. It shall have particular responsibility for liaison with agencies giving financial support to scientific projects, for awards and honors in recognition of scientific achievement, and for seeking new ways in which the Association can assist scientific activities. Members of the Scientific Affairs committee shall be selected to represent the range of interests, characteristic of psychology in all its aspects.

4. Budget and Finance-The Treasurer shall serve as Chair. It shall be the duty of the Finance Committee to present an annual budget and to review the annual financial statements of the Association.

5. The Continuing Education Committee shall be responsible for recommending policies and procedures to be followed in planning educational programs of interest to psychologists and other behavioral health providers. Members of the Continuing Education Committee shall be selected to represent the range of interests of psychologists in the state association.

6. The Governmental Affairs Committee shall recommend and monitor the implementation of APA and NPA policy, standards and guidelines for the profession of psychology, federal and state legislation, and maintain relationships with other professional organizations and groups appropriate to its mission. This committee will include a federal advocacy coordinator and state advocacy coordinator to serve as cochairs. This committee will coordinate with contracted legislative representatives to propose to the Board and Association ways to enhance the profession of psychology, and fostering the application of psychological knowledge in order to promote public welfare through legislative action. The committee will review and recommend terms and provider for the legislative representative services on an annual

7. The Membership/Nomination/Election Committee shall include the Committee Chair and Past President. This Committee shall be responsible for the conduct of elections by voting Members of the Association, shall determine the results of all such elections, shall investigate complaints about APA elections, and shall certify the outcome of elections to the Board of Directors. The Committee shall also oversee the voting Bylaws amendments and shall certify the results.

8. The Professional Affairs Committee shall be responsible for maintaining relationships with other professional organizations and groups appropriate to its mission, recognizing contributions to the profession of psychology through awards and honors, proposing to the Association ways to enhance the profession of psychology, and fostering the application of psychological knowledge in order to promote public welfare. Insofar as possible, members of the Professional Affairs Committee shall be elected to represent the range of interests, characteristic of the profession of psychology.

9. Committee members will serve for the duration of the term of the President under whom appointed unless reappointed or other otherwise noted on these Bylaws. All committees will have the shared responsibility for being stewards of psychology in the academic, governmental, business, professional, public and private sectors in order to promote public welfare. All committee chairs will submit and regular reports to the Board and will be maintained for membership review.

10. The Ethics Committee members shall be elected during annual Association elections following the same procedures. The Committee shall consist of at least six members elected for three-year terms. Two members shall be elected each year to continue staggering terms in office. When a vacancy occurs between elections, the President shall appoint a replacement to serve until the next election. The chairperson of the Ethics Committee shall be selected consistent with established committee procedures.  The President may appoint other committees as needed.

Dues for Members, Affiliates, and Student Affiliates shall be set annually by the Board of Directors prior to the annual fall meeting, the members shall be informed at the fall meeting and that these dues will be assessed at the beginning of the fiscal year, January 1. Life members are not assessed for dues. Such dues may be reduced for a particular year by actions of the BOARD. Non-Payment of renewal dues after at

least three months and two notices of payment being past due shall result in termination of a member or affiliates active status in the Association.

The Committee on Membership/Nominations and Elections shall be responsible for the making of nominations and conducting final elections of all elected positions in the Association. The nominating procedures shall be as follows:

(a) The Committee shall prepare a slate of two nominees for each office of the Association due to fall vacant.

(b) The Committee shall circulate this slate by mail or email to the membership not later than 60 days before the annual fall business meeting.

(c) Any member may then nominate additional persons by sending names or nominees to the Committee not later than 15 days after the date of the mailing.

(d) It is the duty of the Committee to ascertain whether a nominee is qualified and will accept office if elected.

(e) If one person is nominated for two or more conflicting offices of the Association, he/she shall be given his/her choice of nomination. (Positions on the State Board of Examiners of Psychologists do not conflict with other elected offices.)

(f) The Committee shall prepare a final slate of not more than five persons for each vacancy by adding to the original slate of two persons up to three names of additional persons nominated by at least two members.

(g) The Committee shall solicit an autobiographical sketch of not more than 125 words from each nominee. Sketches by nominees will be printed as a part of the election ballot.  The procedure for elections shall be as follows:

(a) Not later than 30 days before the annual fall business meeting, the Committee shall circulate an election ballot by mail or email to the membership.

(b) Each member may cast one vote for each office. The nominee receiving the greatest number of votes shall be elected. Ballots shall be counted not less than 15 days after the date of mailing with at least two members of the Committee present.

The Board of Directors will determine which officers of the Association shall be indemnified by an amount fixed by the Board of Directors.

1. Contracts: The BOARD may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

2. Check, Drafts, etc.: All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the BOARD. In the absence of such determination by the BOARD, such instruments shall be signed by

3. Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the BOARD may select.

4. Gifts: The BOARD may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes of for any special purposes of the Corporation.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of its BOARD and committees having any of the authority of the BOARD. A record retention schedule will be developed by the Board and implemented by the Administrative officer or designee.

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year commencing January 1, 1984.

The BOARD shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal."

Whenever any notice is required to be given under the provisions of the Nebraska Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notices.

1. The Association may adopt such Bylaws or amendments to Bylaws as are consistent with the Association's Certificate of Incorporation and are deemed necessary for the management of the affairs of the Association.

2. Amendments to these Bylaws may be made at any business meeting by a majority vote of the members present.