Bylaws
PROFESSIONAL BEHAVIOR ANALYSTS.ORG
Adopted: September 22, 2007
Revised: May 28, 2010
ARTICLE I - GENERAL
Section 1 - Name
The name of the corporation is Professional Behavior Analysts.org (referred to herein as the “Corporation”). Professional Behavior Analyst.org will do business as the Association of Professional Behavior Analysts.
Section 2 - Members
The Corporation has two classes of members. BACB certificant members must hold a valid and current certificate issued by the Behavior Analyst Certification Board, Inc. General members are not required to hold such certificates but must meet other requirements specified by the Board of Directors.
Section 3 - Governing Law
The Corporation is governed by the laws of the District of Columbia relating to corporations not for profit.
Section 4 - Registered Office and Agent
The Corporation maintains a registered office and agent in the District of Columbia.
Section 5 - Business
The Corporation may maintain an office and conduct business, including meetings of the Directors, in or outside of the District of Columbia.
ARTICLE II – PURPOSES AND ACTIVITIES
Section 1 - Purposes
The Corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(6) of the Internal Revenue Code. The Corporation’s specific purpose is to support the interests of professional (credentialed)
behavior analysts. In pursuit of this purpose, the corporation may engage in any activities that would further the interests and needs of professional behavior analysts and/or serve to protect the public receiving such services.
Section 2 - General Activities
To achieve the Corporation’s specific purpose, the Corporation may engage in any activities deemed to be lawful under the laws of the District of Columbia governing corporations not for profit.
Section 3 - Mission
The mission of the Corporation may include, but are not limited to, those activities that are typically engaged in by professional organizations, such as:
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To represent the interests of BACB-credentialed professionals in applied behavior analysis
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To provide support and resources to BACB-credentialed professionals in applied behavior analysis
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To work with federal, state, governmental, and third party entities to enhance recognition of BACB-credentialed professionals in applied behavior analysts
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To work with federal, state, governmental, and third party entities to support the needs of BACB-credentialed professionals in applied behavior analysts
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To provide education opportunities to BACB-credentialed practitioners of applied behavior analysis
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To provide resources to professionals in other fields and to consumers of behavior analytic services concerning the practice of applied behavior analysis
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To bring professionals, consumers, and vendors together at national and regional meetings
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To support improvements in and access to services provided by BACB- credentialed professionals
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To promote public understanding of the professional practice of behavior analysis.
Section 4 - Nondiscrimination
In conducting its activities, the Corporation shall comply with all applicable laws that prohibit discrimination in employment or service provision because of a person’s race, color, religion, gender, age, disability, national origin, or because of any other protected characteristic.
ARTICLE III – BOARD OF DIRECTORS
Section 1 - Powers of the Board of Directors
The affairs of the corporation shall be managed by the Board of Directors. The Board of Directors shall have all powers conferred upon Directors by District of Columbia law governing corporations not for profit.
Section 2 - Number, Appointment and Election
The Board of Directors shall be composed of a minimum of three Directors and not more than fifteen Directors. Directors shall be selected as follows, and each Director shall be entitled to one vote on any matter coming before the Board of Directors, unless otherwise indicated below:
Directors appointed by the Board shall be:
1. The Executive Director of the Corporation, who shall serve on the Board of Directors as an ex officio Director, without voting power. The term of the Executive Director shall be for any period of time during which the Executive Director is employed by the Corporation.
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Directors selected in conjunction with other professional organizations, and/or state or federal regulatory agencies, shall be:
1. At least two Directors shall be appointed by the Behavior Analyst Certification Board, Inc. and confirmed by the Board; and
2. At least one Director shall be selected by the Nominating Committee from among nominees submitted by organizations (national or regional), that represent behavior analysts and/or are dedicated to promoting the practice of behavior analysis and confirmed by the Board; and
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Any terms that become vacant and that are not appointed under Section B of this Article shall be elected by the BACB-credentialed members of the Corporation. All Directors elected under this provision must be BACB- credentialed members of the Corporation in good standing. The terms for the Director(s) elected under this provision shall be as described in Section 3 of this Article.
Section 3 - Terms
Unless otherwise identified in Section 2 of this Article, each Director elected, confirmed, or appointed in accordance with Section 2 of this Article shall serve a two- or three-year term, which may be renewed one time. After a Director has served two consecutive terms, that individual shall refrain from serving on the Board of Directors for
at least one year. Terms may be decreased or lengthened as may be necessary to implement the staggering of terms by the Board of Directors.
Section 4 - Officers
A. Officers
The Board of Directors shall annually elect or appoint a President, a Secretary, a Treasurer and it may, if it so determines, elect or appoint such other officers and assistant officers as it may deem proper. The President and Secretary shall be elected or appointed from among the current Directors. The Treasurer may or may not be a Director of the corporation. Any two or more offices may be held by the same person except the offices of President and Secretary. Upon expiration (without reelection) of the term of office of the President, the immediate former President shall serve an additional one-year term as Past-President and remain as a Director on the Board of Directors during the one-year service as the Past-President.
B. Term of Office
Unless otherwise designated by the Board of Directors during the election of an officer, each officer shall serve a one-year term and until the election of their successor.
C. Duties
The officers shall have such duties in connection with the Corporation as generally pertain to their respective offices, as described below, as well as such powers and duties as from time to time may be delegated to them by the Board of Directors:
(1) The President shall preside at all meetings of the Board of Directors and its Executive Committee unless the President or the Board of Directors designates another officer or Director to preside and, subject to the supervision of the Board of Directors, shall perform all duties customary to the office of the President.
(2) The Past-President shall be available to the President for consultation, shall assume any duties delegated by the President to the Past-President, and shall preside over meetings of the Board of Directors and its Executive Committee in the absence of the President.
(3) The Secretary, or an Assistant Secretary, shall: (i) keep the minutes of the meetings of the Corporation in appropriate books; (ii) give and serve all notices of the Corporation; (iii) be the custodian of the records, in collaboration with the Executive Director; and (iv) perform all other duties as may be directed from time to time by the Board of Directors. In the absence of the Secretary and\or an Assistant Secretary at any meeting, a secretary pro tempore shall be appointed by the presiding officer.
(4) The Treasurer shall monitor the financial activities of the Corporation, ensure compliance with the Corporation’s policies and procedures relevant to finances,
and render a statement of the condition of the finances of the Corporation at each regular meeting of the Board of Directors and at such other times as the Board of Directors shall
require. The Treasurer shall provide a full financial report to the Board of Directors annually.
Section 5 - Resignation, Removal and Vacancies
Any Director or officer may resign from office by providing written notice thereof to the President or the entire Board of Directors. The resignation shall be effective when received unless another date is provided in the notice of resignation. Any Director or officer may be removed from office, with or without cause, by a majority vote of the Board of Directors at a meeting at which a quorum is present. A Director or officer who resigns or is removed under this provision shall provide to the Board of Directors within 72 hours of the date of resignation or removal all records and documents of the Corporation in his or her possession or charge at the time of resignation or removal.
Any Director that has more than three unexcused absences from meetings of the Board of Directors or meetings of any Committees of the Board of Directors on which the Director serves shall be deemed to have resigned from the Board of Directors.
In the event of a vacancy caused by the resignation or removal of a Director or officer, the Board of Directors shall fill the vacancy by a majority vote of the Board of Directors at a meeting at which a quorum is present. An individual elected under this Section shall serve the remainder of the unexpired term of office or until his or her successor is elected or appointed. A partial term served under this provision shall not be deemed a full term for purposes of calculating the limitation of service of not more than two consecutive three year terms under Section 3 of this Article.
Section 6 - Meetings, Quorum and Notice
Directors shall meet at least annually. Special meetings of the Board of Directors may be called by the Executive Director, the Executive Committee, or the President. At all meetings of the Board of Directors, the quorum necessary for the transaction of business shall consist of at least one-third (1/3) of the voting Directors, and the vote of the majority of the voting Directors constituting such quorum shall be the act of the Board, except as otherwise required by law or by these by-laws.
Meetings of the Board of Directors, regular or special, may be held at such place within or without the District of Columbia, and upon such notice as may be prescribed by resolution of the Board of Directors. In addition to first-class mail, notice may be delivered orally, or by facsimile, e-mail or other electronic form of delivery. Whenever notice is required, a waiver thereof in writing signed by the Director or Directors entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Further, the presence of any Director at a meeting, in person or by other electronic means of attendance without objection to the lack of notice of such meeting shall also waive notice by such Director.
Section 7 - Action Without a Meeting
Any action that may be taken at a meeting of the Directors or committees may be taken without a meeting if all Directors or committee members consent in writing or electronic form to the adoption of a resolution authorizing the action.
Section 8 - Participation
Meetings of the Board of Directors or its committees may be held by means of conference telephone or by any means of communication, including electronic communications by which all persons participating in the meeting are able to communicate simultaneously with one another, and such participation shall constitute presence in person at the meeting.
Section 9 - Proxy Voting
There shall be no proxy voting by the Directors.
Section 10 - Compensation of Directors
Except for the Executive Director, who shall be a paid employee of the Corporation, no Director shall receive any compensation for services rendered to the Corporation as a Director. Directors may, if authorized by policy of the Board of Directors, be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation.
ARTICLE IV – COMMITTEES
Section 1 - Committees Generally
The Board of Directors may appoint any special or standing committees it deems advisable. Unless such committee consists of only Directors, all standing and special committees are advisory only and may not act on behalf of the Board of Directors. The Board of Directors may establish any number of such standing or special committees and may appoint persons who are not Directors or officers to serve on such committees.
Section 2 - Executive Committee
The Executive Committee shall be a standing committee of the Board of Directors. The Executive Committee shall consist of the President, Secretary, and any other Directors appointed by the Board of Directors to serve on the Executive Committee. The Executive Committee may exercise the powers of the Board of Directors when the Board of Directors is not in session, reporting to the Board of Directors at its succeeding meeting any action taken; provided, however, that the Executive Committee shall not (a) fill vacancies on the Board or a committee of the Board; or (b) adopt, amend, or repeal the bylaws or any other policy of the Board of Directors. Meetings of the Executive Committee may be called by one or more Executive Committee members.
Section 3 - The Nominating Committee
The Nominating Committee shall be composed of at least two Directors as designated by the Board of Directors. The Nominating Committee shall be responsible for soliciting nominees for election or appointment to the Board of Directors, and confirming their qualifications and willingness to serve. The Nominating Committee, in collaboration with the Executive Director, shall also serve as the contact and liaison with any other professional organizations authorized to nominate or appoint Directors to the Board of Directors.
The Nominating Committee shall report to the Board of Directors annually, and may review and suggest revisions to the composition of the Board of Directors as deemed advisable by the Nominating Committee. The Nominating Committee shall also be responsible for ensuring the training of newly elected or appointed Directors, and providing them with any resources or other training materials that may assist new members of the Board of Directors in their service to the Corporation.
Section 4 – Membership Committees
The Membership Committee shall be composed of at least one Director. Additional members of this committee shall be selected by the President on an annual basis. Members of this committee need not be Directors.
The Membership Committee shall be responsible for reviewing standards for all classes of members.
Section 5 – Ethics Committee
The Ethics Committee shall be composed of at least one Director. Additional members of this committee shall be selected by the President on an annual basis. Members of this committee need not be Directors.
The Ethics Committee shall be responsible for developing and recommending to the Board of Directors policies and procedures for assuring the ethical behavior of professional members.
Section 5 - Professional Outreach Committee
The Professional Outreach Committee shall be composed of at least one Director. Additional members of this committee shall be selected by the President on an annual basis. Members of this committee need not be Directors.
The Professional Outreach Committee shall be responsible for reviewing outreach activities of the Corporation and proposing policy changes to the Board of Directors.
Section 6 – Professional Organizations Outreach Committee
The Professional Organizations Outreach Committee shall be composed of at least one Director. Additional members of this committee shall be selected by the President on an annual basis. Members of this committee need not be Directors.
The Professional Organizations Outreach Committee shall be responsible for reviewing professional organizations outreach activities of the Corporation and proposing policy changes to the Board of Directors.
Section 7 – Media Committee
The Media Committee shall be composed of at least one Director. Additional members of this Committee shall be selected by the President on an annual basis. Members of this committee need not be Directors.
The Media Committee shall be responsible for reviewing all media activities of the Corporation and proposing policy changes to the Board of Directors.
Section 8 – Continuing Education Committee
The Continuing Education Committee shall be composed of at least one Director. Additional members of this committee shall be selected by the President on an annual basis. Members of this Committee need not be Directors.
The Continuing Education Committee shall be responsible for reviewing continuing education activities of the Corporation and proposing policy changes to the Board of Directors.
Section 9 – Advisory Board
APBA shall maintain an Advisory Board composed of professionals in behavior analysis and other disciplines as well as consumers who share APBA’s mission. The Advisory Board will advise the APBA Board of Directors on how to meet the organization’s objectives, provide input on APBA position statements, write articles for the APBA newsletter, provide resources for the APBA website, and share their expertise on issues of importance to APBA.
The APBA Advisory Board shall eventually consist of 40 individuals serving three-year terms, with a limit of two terms. Twenty members shall be recruited the first year with 10 additional members recruited in each subsequent year to create a staggering of end-of-term rotations. A minimum of 25% and a maximum of 50% of the members of the Advisory Board shall be behavior analysts who are certified by the Behavior Analyst Certification Board. The remaining members shall be individuals from other professions (e.g., medicine, law, education, speech-language pathology, rehabilitation, public relations, public service, business) and consumers (i.e., direct recipients of ABA services or family members of recipients) who shall be nominated based on the following:
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Area of expertise
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Public profile
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Geographically diverse representation
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Representation of a range of professional disciplines and consumer populations
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Strong commitment to APBA’s mission
The Board of Directors shall nominate individuals with the above qualifications annually. The Board member making a nomination shall provide the nominee’s name, contact information, and qualifications to the full Board one month before the spring Board meeting. The Board of Directors shall review and discuss each nomination. Election to the Advisory Board shall be by vote of a simple majority of voting Directors. These procedures shall also be followed to replace Advisory Board members who leave prior to completion of their terms.
Advisory Board members shall be invited to attend APBA functions (e.g., conference presentations, workshops), and an Advisory Board meeting at the annual APBA convention, but shall not attend APBA Board of Directors meetings or participate in Board phone or video conferences unless specifically invited to do so by the Board of Directors.
ARTICLE V - INDEMNIFICATION
Any person made a party to any action, suit or proceeding, civil, administrative or criminal, by reason of the fact that such person, their testator or intestate, is or was a member of the Board of Directors, an officer, or employee of the Corporation or of any Corporation of which such person served at the request of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorneys' fees, actually and necessarily incurred by such person in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it is adjudged in such action, suit or proceeding that such Director, officer, or employee is liable for negligence or misconduct in the performance of his duties to the Corporation. The Board of Directors, by resolution, may also indemnify any such Director, officer, or employee for any damages awarded in any such action, suit or proceeding if it makes a specific finding that the Director, officer, or employee believed in good faith that he or she was acting in the matter in the best interests of the Corporation. The Board of Directors may, but is not required to, purchase insurance to satisfy any indemnification hereunder.
ARTICLE VI - MISCELLANEOUS
Section 1 - Amendments
The Articles of Incorporation or bylaws may be amended by a majority vote of the Board of Directors at a meeting at which a quorum is present.
Section 2 - Fiscal Year
The Corporation’s fiscal year shall be January 1 through December 31.
Section 3 - Parliamentary Procedure
The parliamentary rules in “Robert’s Rules of Order,” as revised, shall govern all deliberations of the Board of Directors and its committees, when not in conflict with these bylaws. The Board of Directors or a committee thereof may waive the application of these rules as it deems necessary.
Section 4 - Compensation of Agents and Employees and Restricted Activities
The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered, such amounts to be fixed by the Board of Directors or, if the Board of Directors delegates this power to any officer or officers, then by such officer or officers. At the discretion of the Board of Directors, the Corporation may secure a bond for the performance of officers, agents or employees of the Corporation.
No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 5 – Dissolution
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue
Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.