ORANGE COUNTY PSYCHOLOGICAL ASSOCIATION BYLAWS

FOUNDED 1960
INCORPORATED 1969
AMENDED 1966, 1972, 1978, 1983, 1984, 1992
REVISED AUGUST, 1996
AMENDED December, 1996

ARTICLE I
NAME, PURPOSES AND POWERS

A. The name of this organization shall be the ORANGE COUNTY PSYCHOLOGICAL ASSOCIATION, hereafter referred to as the Association.

B. The Association is an educational, scientific and professional organization, the purpose of which shall be to advance the science and profession of psychology in Orange County, California; to promote human welfare through proper application of psychological knowledge and principles; to facilitate the exchange of ideas and information among members of the profession; to establish and maintain high ethical standards of practice of psychology; to increase public understanding of psychology and the functions of psychologists.

C. The Association shall have the power to take considered actions, which are necessary and honorable to further any or all of these purposes.

D. The Association shall be empowered to acquire by gift, device, or otherwise, money and/or property of whatsoeverkind and nature, to administer and use the same, or the income and proceeds thereof, in furtherance of these purposes.

E. The foregoing purposes and objectives shall be pursued solely for the benefit of the public and the Association shall be carried out without pecuniary gain, benefit, or profit to any of its members, Officers or Directors. The Association shall not make or declare dividends. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, officers or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501 (C) (6) (IRS code) purposes.

F. The Association shall not engage in any activity which will bring it into conflict with applicable laws governing non-profit membership organizations in the State of California or the United States of America. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.

G. The Association is affiliated as a Chapter of the California State Psychological Association.

H. The calendar year is the operating year for the Association.

ARTICLE II
MEMBERSHIP

A. There shall be five categories of membership in the Association: Member, Student, Honorary, Senior, and Affiliate.

B. MEMBER: The minimum qualifications for election to the category of Member shall be: (1) Attainment of the doctorate degree in Psychology or equivalent from a regionally accredited school; or (2) A license as a Psychologist in the State of California; or (3) A diplomat from the American Board of Professional Psychology. For purposes of determining Member status, Doctoral Level licensed Educa.tional Psychologists are accepted on the same basis as Licensed Psychologists.

C. LIFETIME MEMBER: Upon payment of a lifetime membership fee approved by the Board of Directors, a Member meeting all of the qualifications under Article II, Section B. shall be declared a Lifetime Member.

D. STUDENT: The minimum qualifications for election to the category of Student shall be:

1. Enrollment as a Graduate student in psychology or equivalent from a regionally accredited school (or registered with the State of California as a psychological assistant.)

2. Eligibility for Student membership is limited to eight (8) years. Any exceptions to this period of eligibility shall be approved on an individual basis by the Board of Directors.

E. SENIOR: The minimum qualifications for election to the category of Senior shall be those in Article II, Section B plus the attainment of the age of 65.

F. HONORARY: The minimum qualifications for election to the category of Honorary shall be:

1. Persons who have made a distinguished contribution to the field of psychology.

2. Eligibility for Honorary member will be conferred with the approval of the Board of Directors.

G. AFFILIATE: The minimum qualifications for election to the category of Affiliate shall consist of several sub-categories of Individuals, Groups or Institutions with an interest in psychology such as, but not limited to, undergraduate students in psychology, mental health professionals, agencies and institutions, allied professions and affiliated businesses.

H. All applications for any category of membership are made to the Board of Directors and are reviewed and approved by a majority vote of the Board of Directors.

ARTICLE III
MEMBERSHIP RIGHTS, PRIVILEGES AND RESPONSIBILITIES

A. Members shall have all rights and privileges of the Association including the right to vote and hold office, the right to attend and to participate in the meetings of the Association, to receive publications of the Association and to chair and serve on Committees of the Association.  
    
B. Student members shall have all rights and privileges of the Association cited. above in Section A except the right to vote, hold office and chair Committees.

C.   Senior members shall have the rights and privileges of the Association.

D.   Honorary members shall have all the rights and privileges of the Association except to hold office.

E.   Affiliate members shall have all rights and privileges of the Association except the rights to vote, to hold office, and to serve on the Board of Directors.

F.   Members may be suspended or expelled from the Association for unethical conduct. Such action will be recommended to the Board of Directors by the Ethics Committee.

G.   Resignation of members may be accepted only by the Board of Directors. The Board of Directors shall-refuse to accept a resignation tendered by a member against whom a formal ethics charge is pending until completion of that review.

1. If inability to pay dues is cited as a reason for voluntary resignation by a member under ethics investigation, the Ethics Committee of the Association shall be authorized to suspend dues obligations until the ethics investigation is completed.

2. If geographical relocation is offered as the reason for resignation, the investigation in process shall be referred to the State Ethics Committee in the state which the member plans to relocate.

H.  Annual dues shall be recommended as part of the proposed new yearly budget by the Treasurer with the advice of the Finance Committee and the advice and consent of the Board of Directors. All dues shall be due October 1 of the preceding year. Notice shall be sent to members who remain delinquent on January 1. Members in arrears on February 1 shall have voting privileges and rights of nomination suspended, and be disqualified from office, except as noted in the section above.
These shall be restored upon payment of obligations and a late fee. Any member who is in arrears more than six months shall be dropped, except as noted above, but may be reinstated, upon recommendation of the Membership Committee, payment of back dues, a reinstatement fee, and current obligations.

I.  Special assessments may be levied for specific needs or purposes upon recommendation of the Board of Directors with two-thirds vote of the Board of Directors affirming such an assessment.

I. Financial exceptions of the Dues Structure will be considered on an individual basis, as recommended by the Membership Chair and approved by the Treasurer and President.

ARTICLE IV
ETHICS

Members of the Association pledge to abide by the chronologically current version of the Code of Ethics of the American Psychological Association. (At the time of this revision, It is the 1992 Ethical Principles of Psychologists and Code of Conduct.) Members also pledge to abide by the applicable regulations of the Board of Psychology (of the Board of Medical Quality Assurance, of the Department of Consumer Affairs, of the State of California,) and such additional precepts as this association may have or adopt as part of its Bylaws.

ARTICLE V
OFFICERS

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

1.  The President shall succeed to office by declaration at the close of the year after his/her election as President-Elect and shall serve for one (1) year. The President shall serve as:

a. Chairperson of the Board of Directors, with vote only to make or break a tie;
b. Presiding officer of the Association;
c. Ex-officio member of all Association standing and ad hoc committees and task forces. He/she shall exercise general supervision over the affairs of the Association, and perform those functions normally assigned to the office, such as appoint committee chairs.

2.   The President-Elect shall be elected for a term of one (1) year and shall serve as a Member of the Board of Directors with a vote. The President-Elect shall assume the duties of the President in the event of the latter’s absence or inability to serve and shall succeed to the unexpired remainder thereof and continue to serve through his/her own scheduled term. The President-Elect may serve as an ex-officio member of any or all standing committees and perform any other duties delegated to him/her by the President of the Board of Directors.

3.   The Past-President shall be the immediate past president of the Association and shall serve for a term of one (1) year. He/she shall be a member of the Board of Directors with a vote. The Past-President shall serve as Chair of the Nominations Committee, member of the Ethics Committee and ex-officio member of any other standing and ad hoc committees and task forces.

4. The Secretary shall succeed to office by declaration at the close of the year after his/her election as Secretary-Elect and shall serve for one (1) year as a Member of the Board of Directors with a vote. The Secretary shall safeguard all records of the Division; shall keep the minutes of the meetings of the Association, both the Board of Directors and Executive Committee meetings, shall maintain correspondence as needed with the California Psychological Association, shall issue calls and notices of meetings; shall inform the membership of action taken by the Board of Directors; shall notify applicants for membership about the status and outcome of their applications; shall issue an annual report; shall keep and maintain a book of the extant policies of the Association based upon actions of the Board of Directors; shall review the copy of all publications of the Association and shall refer any dispute regarding such copy to the Board of Directors and shall perform all other usual and customary duties of a secretary.

5.  The Secretary-Elect shall be elected for a term of one (1) year and shall assist the Secretary in the execution of the duties of that office. He/she shall be a member of the Board of Directors with a vote.

6.  The Treasurer shall succeed to office by declaration at the close of the year after his/her election as Treasurer-Elect and shall serve for one (1) year as a Member of the Board of Directors with a vote. The Treasurer shall have responsibility for all financial transactions of the Association, collect dues and receive moneys, disburse funds and sign checks as authorized by the Board of Directors; keep accurate and current records regarding funds, dues, and expenditures; maintain and supervise deposits and accounts; conduct audits as necessary. He/she shall be responsible to prepare a budget with the advice of the Finance Committee for submission at the November meeting of the prior fiscal year, and shall perform any usual and customary duties of a Treasurer.

7.  The Treasurer-Elect shall be elected for a term of one (1) year and shall assist the Treasurer in the execution of the duties of that office. He/she shall be a member of the Board of Directors with a vote.

B.  The Officers shall assume their duties on January 1 of the year following their election and maintain their offices until their successors are seated in a likewise fashion.

C.  In the case of death, incapacity, or resignation of any officer, except the President or PastPresident, the Executive Committee shall recommend to the Board of Directors an interim replacement to serve until the next regular election. The Board of Directors shall elect such a replacement.

D.  Officer shall not succeed themselves, but shall be eligible for election to other positions and eligible for re-election after one year.

E. Any Director or Officer absent from three consecutive Board meetings without reasons satisfactory to its majority shall thus automatically relinquish the position and the Board at its discretion shall declare the position vacant and fill it by majority vote.

ARTICLE VI
BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE

A.        There shall be a Board of Directors of the Association, which shall consist of:

1.   The Officers of the Association;
2. Nine (9) members at. large, three of who shall be elected each year for a three (3) year term; and 
3. One (1) representative from each Division in existence, ex-officio and without a vote.
4. Chairpersons of all Standing Committees, ex-officio and without a vote.
5. Newsletter Editor, ex-officio and without a vote.
6. California Psychological Association Representative(s) who shall be elected for a three (3) year term, exofficio and without a vote. Such Representative(s) shall be elected at the annual election one (1) year prior to their proposed term. Such Representative(s) shall attend, without vote, at least one of the meetings of the California Psychological Association Board of Directors during the year prior to becoming an official Orange County Psychological Association CPA Representative(s).

B. In addition to the Association Officers, all other members of the Board of Directors shall       assume office on January 1 of the year following their election and shall maintain those offices until their successors are seated. In the case of death, incapacity, or resignation of any other member of the Board of Directors, the means for filling the vacancy so created shall be as specified for officers in Article V, Section C.

C.  The Board of Directors shall be the administrative agency of the Association and exercise general supervision over the Associationfs affairs, considering, promoting, and transacting its business subject to instructions of the members of the Association as expressed at regular and special business meetings, through mail communications to and from members as provided for in the Bylaws. The specific duties of the Board of Directors shall include, but not be limited to:

1.  Electing new members, Students, Senior and Honorary Members upon recommendation of the Membership Committee;

2.  Providing advice to the Treasurer in preparation of an annual budget and adopting a final budget after appropriate review.

D.  The Board of Directors shall meet at least quarterly. Any additional meetings may be called by the President with the concurrence by simple majority of the Board of Directors. The meetings of the Board of Directors shall be open to all members of the Association, except at such times as the majority of the Board shall declare an executive session for the purpose of reviewing confidential matters of personnel or ethics. Any member of the Association may place a matter of business before the Board by submitting it to the Secretary in writing, at least fifteen (15) days before the date of the Board meeting.

E.  A quorum of the Board of Directors shall consist of eight voting members, two of whom must be Officers of the Association.

F.  Each member of the Board of Directors present at a meeting and entitled to vote shall have one such vote, and no member may vote by proxy. All decisions of the Board of Directors shall require assent by a simple majority of the quorum present and voting, except as otherwise noted in these Bylaws.

G.  There shall be an Executive Committee of the Board of Directors. This Executive Committee shall be composed of the Officers of the Association, namely, the President, President-Elect, PastPresident, Secretary, Secretary-Elect, Treasurer, Treasurer-Elect. The Executive Committee shall meet upon the call of the President or any other three (3) members. The President may also invite any other member(s) of the Association to attend the Executive Committee should he/she deem the inviteefs attendance to be important to the purposes of a scheduled meeting.

H.  The duties of the Executive Committee shall be:

1.  To supervjse the affairs of the Association between meetings of the Board of Directors, as needed, managing those affairs within policies set by the Board and implementing actions directed by the Board;

2.  To review matters on the agendas of meetings of the Board of Directors and to make recommendations about these matters to the Board of Directors;

3.  To negotiate the terms of all contracts entered into by and between the Association, and all persons or organizations hired to provide services to the Association within policies set by the Board of Directors and to supervise and evaluate the performance of such persons or organizations, including Administrative Assistants, if any.

ARTICLE VII
BOARD AND COMMITTEES AND LIAISONS

A.  The Board of Directors is authorized to appoint Boards and Committees for purposes and duration deemed necessary.

B.  The following shall be Standing Committees of the Association:

1.  The Membership Committee which shall receive and process applications for membership, according to the policies and procedures set forth in these Bylaws.

2.  The Public Relations Committee shall represent the Association in public media, educational activities, and interpret the aims of the Association to the public.

3.  The Professional Ethics and Standards Committee nominees shall be confirmed by the Board of Directors.
In accordance with the policies of the Board of Directors, the Committee is responsible for education Of Members regarding ethical issues, and for the Appropriate referral of all complaints received.

4.  The Continuing Education Committee shall be responsible for planning, coordinating, and conducting programs of general and specific interest for the membership including the Annual Meeting.

5.  The Publication Committee shall consist of the Secretary, Editor and Associate Editor of the Newsletter of the Association and other members as appropriate. It shall be responsible for the preparation and distribution of the Associationis Newsletter. The committee shall also be responsible for any other publications of the Association.

6.  The Professional Practice Committee shall be responsible for overseeing the issues which affect the professional practice of psychology in Orange County.

7.  The Nominations and Elections Committee shall consist of the Past-President as Chair and two Officers of the Board of Directors and two additional members. This committee shall invite suggestions for candidates to fill positions, consider and prepare slates, and conduct elections in accordance with these Bylaws. It may advise the Executive Committee concerning appointments for vacant offices, and committee chairs.

8.  The Finance Committee shall consist of five members and shall include the Treasurer serving as Chair, the President-Elect, Treasurer-Elect and two additional members. The committee shall be responsible for overseeing the financial operations and the budget of the association.

9.  The Governmental Affairs Committee shall serve as an interface between government and psychologists in Orange County and elsewhere, and recommend action to the Board of Directors in matters where govemmental affairs impact the science and profession of psychology.

10.  The Disaster Response Committee shall serve as a liaison between the Orange County Red Cross, the CPA Disaster Response Committee, and the OCPA Membership.
While the ultimate responsibility for the training, organization and utilization of all CIT members shall be under the aegis of the Red Cross, the OCPA Disaster Response Committee shall serve to collect and disseminate information regarding CIT membership, training, requirements, and share information with OCPA membership regarding current disasters.

C.  Membership to each committee shall be comprised of at least three members except as noted above.

D.  Special committees, such as Ad Hoc Committees and Task Forces, may be appointed or terminated by the President.

E.  It shall be the responsibility of the Chair of each Standing Committee, Ad Hoc Committee and Task Force to submit an annual report of its operations, its concerns and any recommendations it might wish to make to the Board of Directors. Such report shall be submitted to the Board of Directors through the office of the Secretary by the last Board of Directors meeting of each year.

F. The President-Elect shall in the year in which he/she serves as President-Elect, identify those extemal organizations which merit the appointment of a liaison from the Association for the following year. The President-Elect shall seek the advice and consent of the Board of Directors and upon approval, the Treasurer shall incorporate the expenses of the planned liaison activities in the coming year’s budget. Each liaison appointment to represent the Association shall make a report on issues of concem at each Board of Directors meeting following the appointments.

ARTICLE VIII
NOMINATIONS, ELECTIONS AND APPOINTMENTS

A. A call inviting nominations for Officers and Directors shall be mailed to members by September 15.
 
B.  Any member of the Association who is eligible and who is willing to stand for election shall be placed on the ballot for the appropriate office by the Committee if that member is nominated for the office by at least 15 members in good standing. Such nominations must be received by the Nominations and Elections Committee by October 15.

C.  The Nominations and Elections Committee shall review eligibility and willingness to serve in each case. Eligibility for election as an Officer or Board Member shall include being a member in good standing.

D.  The Nominations and Elections Committee shall present slates with two or more candidates for each position to be filled, whenever possible, and provide space for write-ins.

E.  Ballots shall be mailed to members by November 1, with the deadline for receiving returned ballots by December 1. Announcement of results will be made in the December newsletter.

F.  All ballots shall be printed and duplicated in uniform style. Candidates who desire may submit a brief statement of qualifications not to exceed fifty words. Any propositions shall be stated exactly and accompanied by brief statements favoring and opposing these propositions, ideally supplied by those proposing and opposing the issue. All returns shall remain unopened until the count is taken.

G.  By virtue of their positions on the Nominations and Elections Committee, the members of the Committee on Nominations and Elections shall not themselves be eligible to be nominated for any office in the year in which they serve on the Nominations and Elections Committee.

H.  The Chair of the Nominations and Elections Committee shall have the responsibility for:

1.  Overseeing the mailing of the ballot;
2.  Overseeing the count of the vote;
3.  Notifying the candidates of the results of the election;
4.  Announcing the election results at the next subsequent membership meeting;
5.  Disseminating results to candidates and providing exact tally of the vote to the Board of Directors at its next meeting.

I.  In the case of a protest brought by a member about the conduct of the nomination process or of an election, the Board of Directors, as its discretion, may direct the Nominations and Elections Committee to act as a hearing body and to make recommendations to the Board in response to the protest. Such recommendations from the Committee to the Board shall be limited to confirmation of the results of the disputed nominating process or election or presentation of a total proposal that a new election for the disputed office(s) be held. In the making of its recommendation, the Committee shall provide the Board with its rationale. In formulating a final disposition of the protested nominations procedure or election, a vote by the Board of Directors to sustain the Nominations and Elections Committeeis proposed response shall be conclusive.

ARTICLE IX
MEETINGS

A.  The Association shall hold at least two general membership meetings each calendar year.

1.  One general membership meeting shall be held, preferably in January. At such meeting, the annual report of the Board of Directors and Committees shall be presented, and Officers and Directors formally installed.

2.  A second general membership business meeting shall be held preferably in July.

B.  Special membership meetings may be held upon:

1 . Call of the Board of Directors.
2.  Majority vote of those present at a regular business meeting.
3.  Petition signed by 10% or more of the voting membership.

C.  Due and proper notice shall be mailed to members of this Association concerning all business meetings of the Association, regular or special, by Newsletter or special communication, at least 15 days in advance of the date of the meeting. Business of special meetings shall be limited to items specified in the statement of purpose for the session.

D.  At any Annual or Special business meetings duly convened, a quorum shall consist of the number of members in good standing who are present and voting.

E.  There shall be no provisions for voting by proxy.

ARTICLE X
DIVISIONS

A.  Divisions may be organized provided that (1) They represent a sustained, unified, and unifying interest of a group of members of the (3) Establishment is not inimical to the welfare of any Division already established or to that of the Association; (4) Its standards for membership are not less than those requisite for the Association.

B.  Divisions may be established provided that:

1.  Ten (10) or more members of the Association petition for it, and

2.  Two-thirds (2/3) majority of those voting by mail ballot favor the establishment of the Division.

C.  Divisions may use any name they select provided they append to it, the phrase A Division of the Orange County Psychological Association.

D.  Divisions may establish such classes of membership as they shall decide, and shall operate at their own expense.

E.  Divisions shall be represented on the Board of Directors and such representation shall be in addition to those elected at large.

F.  Members of the Association may apply for membership in one or more Divisions subject to membership requirements established by the respective Divisions.

G.  A Division shall be autonomous in all matters in its field not reserved to the Association, provided that its organization, procedures, and actions are not inconsistent with the Bylaws of the Association.

H.  A Division may be dissolved:

1.  When the number of OCPA members in it falls below 75%;
2.  When it votes to dissolve;
3.  For good and sufficient reason.

Dissolution may be effected upon recommendation of the Board of Directors. Officers and members of the Division shall be given full opportunity to state their reactions to the Board recommendation in writing.

ARTICLE XI
PUBLICATIONS

A.  The Association shall publish a Newsletter and such other publications as shall be approved by the Board of Directors.

B.  The Publications Committee shall supervise the Associationfs publishing activities, including but not limited to:

1.  Recommending editorial policy to the Board of Directors.
2.  Exercising general management oversight.
3.  Serving as a search committee for editors.
4.  Reviewing budgets for publications.
5.  Reviewing any copy of an association publication before publication.

C.  The Newsletter shall be the principal medium of communication for Officers, Directors, Committees, and the membership. It shall serve for announcements, record of actions and events, and exchange of information furthering purposes of the Association.

D.  The Newsletter shall be published at least four times during each year, sufficiently in advance of meetings to notify members regarding programs, items on the agenda, etc.

ARTICLE XII
BYLAWS AMENDMENTS

A.  Amendments to these Bylaws may be proposed by majority vote of the Board of Directors; by petition signed by not less than 10% of the membership and presented to the Secretary; or by majority vote at a regular or duly-called special business meeting. Proposed amendments shall be read in exact form and be considered at no less than WO regular or special business meetings before distribution of mail ballots. Ballots shall be mailed to the membership within 20 days after reading. Results may be announced through the Newsletter or at a special meeting.

B.  Ballots shall be accompanied by statements iavoring and opposing proposals, ideally written by proponents and opponents, if feasible.

C. Adoption shall require a simple majority vote of the number responding to the mail ballot.

ARTICLE XIII
PARLIAMENTARY PRACTICE

A.  Roberts’ Rules of Order, Revised shall be the parliamentary authority for the Association.

B.  The President shall appoint a Parliamentarian to advise the President on parliamentary procedures.

       End of Bylaws. Amended: December, 1996.