Article I: Organization
- Article II: Purposes and Restrictions
- Article III: Specialty Characteristics
- Article IV: CoS Mission Statement
- Article V: Membership and Dues
- Article VI: Board of Directors
- Article VII: Officers
- Article VIII: General Provisions
- Article IX: Corporate Seal
- Article X: Fiscal Year
- Article XI: Director Indemnification and Additional Insurance
- Article XII: Amendments
- Article XIII: Subordination
Article I: Organization
The name of the organization is Council of Specialties in Professional Psychology, hereafter referred to as the CoS. The Council of Specialties in Professional Psychology is a Missouri general not-for-profit corporation.
Article II: Purposes and Restrictions
The purpose of the Corporation shall be those non-profit purposes stated in the Articles of Incorporation, as may be amended. No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any Director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the Corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.
Article III: Specialty Characteristics
Article IV: CoS Mission Statement
As a service to the profession of psychology and the public, the purpose of the Council shall be to actively promote, support, and implement the following:
- A broad awareness of the nature of specialties in the practice of professional psychology within organized psychology and the general public.
- A general organizational structure upon which the specialties can build and develop their organizations and provide any needed forum and consultation for the discussion of common issues among the specialties and for promoting collaboration among the specialties to insure the cooperation and resolution of issues among specialties.
- Policies and procedures that further the development, education, training, credentialing, and practice of the specialties of professional psychology.
- The development and communication of coherent and consistent policies and procedures within the specialties of professional psychology.
- Quality assurance for education, training, credentialing, and professional practice among the specialties.
- Advisement and consultation to the Committee on Accreditation (CoA) and The American Board of Professional Psychology (ABPP), and the greater professional community including The American Psychological Association (APA), The Association of State and Provincial Psychology Boards (ASPPB), The Council of Certifying Organizations in Professional Psychology (CCOPP), The National Register of Health Service Providers in Psychology (NR), The Committee for Recognition of Specialties in Professional Practice of Psychology (CRSPPP) regarding policy formation, the planning and coordination of education and training standards relevant to the accreditation and certification procedures for specialties in professional psychology.
- Publishing and disseminating information considered significant by the Council to the specialties in professional psychology, other organizations within psychology, and to the general public.
- The Corporation shall have no members. The CoS shall consist of one representative from each of the specialties recognized by APA or ABPP. The representatives shall comprise the Board of Directors of the Corporation. Dues and/or assessments may be levied to facilitate the Board’s execution of its responsibilities.
Article V: Membership and Dues
- Appointment of one representative from a recognized specialty to the CoS shall be by the organizations that represent broadly and provide national leadership as described in Article III (e.g., a "specialty council" consisting of ABPP Academy in that specialty, the ABPP Board in that specialty, the APA Division(s) in that specialty, and the organization of education and training directors in that specialty at the doctoral internship, postdoctoral residency, and continuing education levels).
- A specialty representative shall be appointed for a term of three years and may serve a maximum of two three-year terms. Initial appointments, after approval of these Bylaws, shall be staggered terms of one to three years
- Terms of representatives to the CoS and officers thereof shall begin in January.
- Representatives to the CoS commit themselves to regular attendance and participation. Appointment of a new representative may be required by the CoS in the case of insufficient participation by a representative.
- Each specialty shall have one representative and each representative shall have only one vote.
Article VI: Board of Directors
The corporate powers of the Corporation shall be vested in a self-perpetuating Board of Directors, consisting of a minimum of 11 persons, who shall supervise, control, direct and manage the property, affairs and activities of the Corporation. The Board of Directors shall have all powers consistent with state law. The number of Directors may be changed at any annual or special meeting of the Board of Directors by a majority vote of the Board.
- Annual Meetings
The annual meeting of the Board of Directors shall be held in Washington, D.C. in the fall at a time and place to be fixed by the Board. The annual meetings shall be held for the purpose of electing officers and transacting such other business as may come before the meeting.
- Special Meetings
The Board may schedule such additional meetings as may be required to conduct its work by or at the request of the President or any six (6) Directors.
Notice of any annual or special meeting shall be given at least forty five (45) days prior thereto by written notice delivered personally, or mailed to each Director at such Director’s business or home address, or by facsimile. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile, such notice shall be deemed to be delivered when the facsimile transmission is sent. Any Director may waive notice of any meeting.
A majority of the incumbent members of the Board of Directors (including one or more officers) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
- Presence at Meetings
Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can communicate with each other and participation in a meeting in this manner shall constitute presence in person at the meeting.
- Action by Consent
Any action which is required to be, or may be taken at a meeting of the Directors, or of any committee of the Directors, may be taken without a meeting if consents in writing, setting forth the action so taken are signed by all of the members of the Board or of the committee as the case may be. The consent shall have the same force and effect as a unanimous vote at a meeting duly held and may be stated as such in any certificate or document. The Secretary/Treasurer shall file the consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be.
- Manner of Acting
The act of the majority of the Directors present at a meeting of the Directors at which a quorum is present shall be the act of the Board of Directors unless a greater number is required under any applicable laws of the State of Missouri.
The Board of Directors may, by a majority of the Directors, establish one or more committees, each of which shall consist of two or more Directors, under such terms and with such powers as shall be specified in such resolution.
The Directors shall receive no salary for serving as members of the Board of Directors. Directors may be reimbursed for expenses incurred in the performance of their duties.
- Liaisons and Observes
Meetings may be attended by liaisons and observers by invitation of the CoS.
- Parliamentary Authority
Kessey's Modern Parliamentary Procedure shall govern the Board in all its tasks.
Article VII: Officers
- Number and Election
The officers of the Corporation shall be a President, and a Vice-President, and Secretary/Treasurer. The Board of Directors may also elect one or more additional officers. All officers shall be elected at the annual meeting of the Board by a majority of those Directors present, including newly-elected Directors, and said officers shall hold their respective office at the pleasure of the Board for a term of two (2) years beginning in January following the Full election, or until their successors shall be identified and cannot succeed themselves. Election to office extends appointment to the end of service in that office, total service not to exceed six years.
- President, Vice-President, Secretary/Treasurer.
President. The President shall be the Chief Executive Office of the Corporation. The President shall preside at all meetings of the Board of Directors, shall have the power to transact all of the usual, necessary and regular business of the Corporation as may be required and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidence of indebtedness, leases and other documents as shall be required by the Corporation; and, in general, the President shall perform all such other duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be prescribed by the Board of Directors.
The Vice-President shall act as Chief Executive Officer in the absence of the President and, when so acting, shall have all the power and authority of the President. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors
The Secretary/Treasurer shall record and preserve the Minutes of the meeting of the Board of Directors and all committees of the Board, shall cause notices of all meetings of the Board of Directors and committees to be given, and shall perform all other duties incident to the office of Secretary/Treasurer or as from time to time directed by the Board of Directors or by the President.
The Secretary/Treasurer shall have charge and custody of, and be responsible for, all funds of the Corporation, shall deposit such funds in such bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors as requested by the Board. The Secretary/Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Board of Directors, that all expenditures are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment.
- Removal and Resignation.
Any officer may be removed by the vote of a majority of the entire Board of Directors at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary/Treasurer. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
The officers of the Corporation will receive no salary for serving as an officer. No officer shall be prevented, however, from receiving a salary as an employee of the Corporation. Officers may be reimbursed for expenses incurred in the performance of their duties.
Article VIII: General Provisions
- Contracts, etc. How Executed. Except as otherwise provided or restricted in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business.
- Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Under no circumstances will a loan be made by the Corporation to its Directors or officers.
- Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with such banks, bankers, trust companies or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents of the Corporation to whom such power may be delegated from time to time by the Board of Directors.
- Checks Drafts, etc. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents or the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors in accordance with the provisions of these Bylaws.
- General and Special Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board of Directors may select and may make such rules and regulations with respect thereto, not inconstant with the provisions of these Bylaws. As they may deem expedient.
Article IX: Corporate Seal
The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and Missouri.
Article X: Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December in each year.
Article XI: Director Indemnification and Additional Insurance
Each person who is or was a Director, officer, employee or agent of the Corporation, including the heirs, executors, administrators, or estate of such person, shall be indemnified by the Corporation against any expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding arising in connection with such person’s conduct in his or her capacity, or in connection with his or her status, as a Director, officer, employee or agent of the Corporation.
To avail themselves of the above indemnity a Director or officer must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Corporation. In criminal actions, the Director will not be indemnified if he or she had reasonable cause to believe his or her conduct was unlawful. A determination as to whether such indemnification is proper under the specific facts will be made by the Board of Directors by a majority vote of a quorum consisting of Directors, who are not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent counsel in a written opinion unless such indemnification is made mandatory by the laws of the State of Missouri.
- Additional Indemnity
By vote of the Board of Directors, the Corporation may provide further indemnity. However, no such additional indemnity shall indemnify any person from or on account of such a person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or the result of willful misconduct.
- Additional Insurance
By vote of the Board of Directors, the Corporation may purchase and maintain insurance on behalf of a Director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability.
- Not Exclusive
The indemnification provided by this Article shall not be exclusive of any other rights to which he or she may be entitled under any other bylaws or agreement, vote of disinterested Directors, or otherwise, and shall not limit in any way any right that the Corporation may have to make a different or further indemnification with respect to the same or different person or classes of persons.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any general or special meeting of the Board of Directors of the Corporation by a two thirds vote of the Directors present at such a meeting, but if such alteration, amendment or repeal be at a special meeting, notice of such meeting shall state that the purpose or one of the purposes of such meeting will be to consider and act upon such alteration, amendment or repeal. Mail ballots may be utilized providing a discussion of the matter had taken place at a prior meeting and allowing a twenty day response.
Article XIII: Subordination
These Bylaws are subordinate and subject to all the provisions of the Articles of Incorporation (and amendments thereto) of this Corporation and to the provisions of the General Not for Profit Corporation Act and furthermore must be consistent with and limited by the provisions of section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).
The undersigned, the duly elected and acting Secretary/Treasurer of the Council of Specialties in Professional Psychology, a Not for Profit Corporation, hereby certifies that the aforesaid Bylaws were duly approved and adopted by the Board of Directors of the Council of Specialties in Professional Psychology.