VPA Bylaws

This corporation is organized exclusively for the purpose of promoting the interests of the field of psychology in accordance with section 501(c)(6) of the Internal Revenue Code or the corresponding section of any future federal tax code.

A. Categories of membership shall be:

• Member
• Associate Members
• Member Emeritus
• Rostered Member
• Retired Member
• Life Member
• Student Member
• High School Student Member
• Organization Member
• Public Member

Applications shall be reviewed and voted upon by the Board of Directors after receiving verification of the applicant’s qualifications from the Executive Director based on the following:

1. An applicant who is licensed as a psychologist in Vermont or other state in good standing may be admitted as a Member of VPA.
2. An applicant who is licensed as a mental health care provider (other than as a psychologist), or who has made outstanding contributions to, or performance in, the field of psychology may be admitted as an Associate Member. Associate Members do not have voting rights in the Association.
3. An applicant who is fully retired, i.e., is not providing any clinical services for a fee, and has been a member of VPA for fifteen consecutive years may be recategorized as a Retired Member in this Association by the Board of Directors.
4. An applicant or member who is over the age of 65, has been a member of VPAfor at least fifteen consecutive  years, and still provides clinical services for a fee may be re-categorized as a Member Emeritus.
5. The membership category of Life Member will be maintained by those who presently have that status in the Association.
6. Students enrolled in colleges and universities whose primary field of study is psychology, mental health counseling, social work, or other related field may be admitted as Student Members of VPA. Student Members do not have voting
   rights in the Association.
7. An applicant who is an individual holding an advanced degree in psychology, who is engaged full-time in teaching or research in the field of psychology, and who does not provide clinical services for a fee may be admitted as an Academic/Research Member.
8. An individual holding an advanced degree in psychology, mental health
   counseling, social work, or other related field who completed his or her degree less than two years before the effective date of membership, is on the roster of non-licensed, non-certified psychotherapists, and is actively pursuing Vermont licensure as a mental health professional may be admitted as a Rostered Member. Rostered Members do not have voting rights in the Association.
9. Organization Membership shall be other mental health organizations consisting of mental health professionals other than psychologists. Their privileges are limited to Direct Practice Commission (DPC) benefits only. No other member benefits apply.
10. An applicant who is a high school student with an interest in psychology or the mental health care field may be admitted as a High School Student Member. High School Student Members do not have voting rights in the Association.
11. An applicant who does not meet the criteria of any other membership category may be admitted as a Public Member. Public Members do not have voting rights in the Association.

B. The qualifications of applicants will be reviewed and voted upon by the Board of
Directors at its first regular meeting following receipt of all necessary materials from the Executive Director. The Executive Committee will vote on membership during the months that the Board of Directors does not meet. Membership shall be decided by majority vote of the Executive Committee or Board of Directors.

C. Voting Rights:

1. Members, Retired Members, Members Emeritus, Academic/Research Members, and Life Members shall have all rights and privileges of the Association.
2. Associate Members, Rostered Members, and Student Members may attend all meetings and serve on committees, but they may not vote, chair committees, or be representatives, coordinators, or officers of the Association,
   with the exception that Student Members may chair the Graduate Student Advisory Committee of the Board.
3. High School Student Members and Public Members may attend all meetings, but they may not serve on committees, vote, or be members of the Board of Directors.

D. The names of applicants accepted as members, regardless of the category of
membership, shall be published in the newsletter of the Association and announced by the Secretary/Treasurer at the Annual Meeting.

E. Loss of Membership:

1. An individual shall be suspended from membership for failure to pay dues, or make arrangements for a payment plan with the Executive Director, by March 1, and may not vote as a member. The Executive Director shall make decisions regarding exceptions for individual special circumstances.
2. An individual shall be dropped from membership for conduct which results in suspension or revocation of professional license as determined by any state licensing board.
3. An individual who has been suspended from membership under subsection 1 above may be reinstated to membership upon payment of any dues in arrears. An individual who has not paid his or her dues for two membership years will be deleted from the membership rolls of the Association and will no longer be a member in good standing.
4. An individual who loses membership under subsection 2 above may reapply according to Section A of this Article after reinstatement of license.

G. Any member may resign by filing a written resignation with the Secretary/Treasurer. Resignation shall not relieve a member of the obligation to pay unpaid dues or other charges previously accrued, nor shall it entitle the resigning member to a pro-rated refund of dues
already paid.

A. The membership calendar is from January 1 to December 31 of each year. In the first year of membership new members will be billed dues prorated from the first of the month after which they are elected to membership.

B. Annual dues shall be determined by the Board of Directors according to the requirements of the Association, subject to approval of the majority of the membership
present at the next Annual Meeting.

C. Annual dues may be adjusted each year in accordance with the consumer price index, subject to the approval of a two-thirds vote of the Board of Directors.

D. Additional assessments may be levied by a majority vote of members present at the
next Annual Meeting.  

A. The Association shall hold at least one Annual Meeting during each calendar year, with the dates to be determined by the Board of Directors and publicized to the membership at least sixty (60) days in advance. At the Annual Meeting, the membership shall nominate directors and officers in the appropriate years and receive reports on the activities of the Association.

B. A special meeting of the Association may be called when necessary. Notice of the time and place of such meeting shall be mailed to the membership not more than sixty (60) days nor fewer than thirty (30) days before the meeting.

C. Quorums shall consist of those members present at any meeting held in accordance
with these Bylaws. Decisions made by a majority of members present at a duly warned Annual or special meeting will be binding on the membership.

D. Meetings of the membership and of the Board of Directors shall be governed by
Robert’s Rules of Order except as contradicted by these Bylaws.

E. The Board of Directors, Executive Committee, standing committees, and special committees are authorized to meet by telephone conference call or through other electronic communications media (e.g., videoconferencing). This includes mixed-format meetings, when members unable to be physically present for larger meetings participate via phone or videoconference. Meetings conducted via email or other non-synchronistic means are allowed, including voting as an official act. Procedural rules related to the conduct of electronic meetings shall be established and made known by the Board of Directors.

F. The Board of Directors will meet in the following months of each year: January, March, May, August, September, November. The Executive Committee of the Association will meet in the months in which there is no full board meeting. 

A. All members of the Board of Directors of the Association shall be members of the
Association.

B. The Board of Directors of the Association shall consist of the President, Vice-President, Secretary/Treasurer, the immediate Past President, Chairpersons of Standing Committees, Representatives, and Federal Advocacy Coordinator. The Executive Director shall be a non-voting member of the Board of Directors.

C. The Board of Directors shall be the administrative body which exercises general supervision and control over the property and affairs of the Association. Duties of the Board of Directors shall be:

1. To review the qualifications of applicants, consider particular circumstances, and vote into membership qualified applicants.
2. To conduct the business of the VPA between Annual Meetings of the Association.
3. To consider committee, representative, and coordinator reports and recommendations and assist them in carrying out their designated functions, especially to decide policy when necessary.
4. To take such timely and necessary action as shall be approved by majority vote of the Board of Directors. The nature of any significant actions and the reason for
   it shall be reported in the Annual Report.
5. To make recommendations it deems necessary concerning the policies of the Association to the members at the next Annual Meeting.
6. To call a special meeting of the Association when collective action and deliberation seem to be required.

C. The Past President shall serve on the Board of Directors for a term of one year
following his or her succession to provide continuity and experience to the new President of the Board.

D. Any member of the Board of Directors, or a VPA committee, may be removed for
cause by a two-thirds vote of the Board of Directors, provided written specifications of the cause thereof and timely notice of an opportunity to be heard is mailed to the
person concerned.

E. Members of the Board of Directors shall not receive any compensation for their services as Directors. 

A. The Executive Committee of the Association shall consist of the President, Vice-President, Secretary/Treasurer, the immediate Past President and the Executive Director.

B. Duties of the Executive Committee shall be:

1. To act on behalf of the Board of Directors during the periods in which the full Board of Directors are not meeting.
2. To act as the Association’s Finance Committee.
3. The nature of any action taken by the Executive Committee and the reason for it shall be presented to the Board of Directors.
4. The Board of Directors maintains final authority for policy decisions.

C. The Past President shall serve on the Executive Committee a term of one year following his or her succession to provide continuity and experience to the new President of the Board.

A. Officers of the Association and their duties shall be as follows: 

1. President:
   • Ensure the integrity of the Board’s processes;
   • Exercise general supervision over the affairs of the corporation as the Association spokesperson;
   • Serve ex officio on all committees of the Association; and
   • Preside at all meetings of the Board.

The President shall inform the Board of Directors of all actions of the President
and/or the Executive Committee at the following scheduled meeting of the
Board of Directors. The President, Executive Committee, and the Executive
Director may make decisions, discussed and stated in writing, as urgency requires. The Board of Directors retains the right of subsequent approval of any actions of the President.

2. Vice-President: assists the President, represents the President when asked, and
succeeds the President if that person is unable to serve out the full term of office.

3. Secretary/Treasurer:

• • Acts as custodian of all corporate funds;
  • Serves as Chair of the Finance Committee; and
  • Publishes Minutes of each meeting of the Executive Committee and Board.

The Treasurer shall present to the members annually a summary statement of the financial standing of the Association. 

A. The Standing Committees of the Association shall be:

1. The Ethics Committee;
2. The Finance Committee;
3. The Continuing Education Committee;
4. The Committee on Legislation;
5. The Committee on Diversity and Social Justice;
6. The Insurance Committee;
7. The Disaster Relief Committee;

B. Representatives and Coordinators of the Association shall be:

1. The APA Federal Advocacy Coordinator;
2. The APA Council Representative;
3. Members at Large.

C. Three Members at Large will be elected by the Association membership. Members at Large serve as a liaison between the Association membership and the Board of
Directors on issues of interest or concern, and communicates the membership’s needs
and interests to the Board of Directors. The President may assign ad hoc duties to a Member at Large to implement and/or complete the policies and goals of the Association.

D. The APA Council Representative shall be elected by the American Psychological
Association for a three-year term. The Board of Directors of the Association will provide a list of candidates for such election; each candidate must be a member of the American Psychological Association and this Association. If the APA Council Representative does not complete his or her term, the President shall appoint a replacement who is a member of both the American Psychological Association and this Association, subject to approval of the Board of Directors, to the vacated position. The appointment shall be for the remainder of the vacated term.

E. The President, with approval of the Executive Committee, shall appoint the non-elected committee chairpersons and the Federal Advocacy Coordinator on an annual basis.

F. The President, with approval of the Executive Committee, may create ad hoc
committees for specific projects for a time-limited period.

G. The Chairperson of each committee has the responsibility to appoint members, to
coordinate and carry out the ongoing work of that committee, and to represent that
committee on the Board of Directors.

H. Approved expenses incurred by committees, representatives, and coordinators in the course of their duties shall be paid by the Association.

A. The following members of the Board of Directors shall be elected by mail ballot of the membership:

1. 1. President;
   2. Vice-President;
   3. Chair of the Ethics Committee; and
   4. Secretary/Treasurer
   5. Members at Large.

i. Nominations for elected members of the Board of Directors shall be obtained in three ways:

1. 1. by mail from all members prior to the Annual Meeting;
   2. from the majority vote of the Board of Directors; and
   3. from the floor at the Annual Meeting.

ii. Elections shall be decided by plurality vote of members voting through mail ballot after the Annual Meeting. In case of a tie, the Board of Directors will vote on the candidates receiving an equal number of votes.

iii. Elected officers shall serve a term of two years, beginning January 1 of each odd-numbered year.

B. In the event the President shall not serve out a full term, the Vice-President shall
succeed to the unexpired remainder thereof. A new Vice-President shall be appointed by a majority vote of the Board of Directors for the unfinished term.

C. In the event that any other Board of Directors member shall not serve a full term for any reason, the President shall appoint a member of the Association to the office in question for the remainder of the unexpired term. 

A. The fiscal year of the Association shall run from January 1 through December 31.

B. A budget for each new fiscal year shall be prepared by the Secretary/Treasurer, in
cooperation with the President, for the consideration of the Board of Directors at least one month before the end of the old fiscal year.

C. A report of the budget of the past fiscal year, including general categories of income and expenses, shall be submitted to the membership at the Annual Meeting.  

A. Amendments to these Bylaws shall be made by a majority vote of those members who return a mail ballot. A “mail ballot” is a written ballot, and may be sent to the Association through U.S. Mail, email, fax, or other written method.

B. Thirty (30) days after the date of mailing, the poll shall be closed and the votes counted by the Secretary/Treasurer and two other members of the Board of Directors.

C. Amendments may be proposed by a two-thirds vote of the Board of Directors or by a
majority vote of those members present at a duly warned Annual or special meeting of
the Association. 

A. An Executive Director will be appointed (and reappointed annually) by a majority vote of the Board of Directors contingent upon the availability of funds in the current and subsequent fiscal year of VPA. The Executive Director will work on a daily basis with the President and other members of the Board of Directors as appropriate and the President will have, in consultation with the Board of Directors, responsibility for assignment and evaluation of the job performances of the Executive Director.

B. The Executive Director will be an ex-officio member of the Board of Directors.

C. The Executive Director shall have immediate and overall supervision of the operations of the Association, and shall direct the day-to-day business of the Association, maintain the properties of the Association, hire, discharge, and determine the salaries and other compensation, within the approved budget, of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President
or the Board. The Executive Director shall be an ad-hoc member of all committees.  

A. The purpose of this conflict of interest policy is to protect this tax-exempt Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit
the private interest of an Officer or Director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and tax-exempt Associations.

B. Definitions:

1. Interested Person: Any director, principal officer, or member of a committee with Board-delegated powers, who has a direct or indirect financial interest, as defined
   below, is an interested person.
2. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Association has a transaction or arrangement,

b. A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is
negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Section D(2) of this Article, a person who has a financial interest may have a conflict of interest only if the Board decides that a conflict of interest exists.

C. Procedures

1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors.
2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall
   decide if a conflict of interest exists.
3. Addressing the Conflict of Interest: The Board President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
4. After exercising due diligence, the Board shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or
   arrangement from a person or entity that would not give rise to a conflict of
   interest.
5. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

D. Violations of the Conflicts of Interest Policy

1. If the Board has reasonable cause to believe a Board member has failed to
   disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.