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ASSOCIATION OF PROFESSIONAL BEHAVIOR ANALYSTS
Adopted: September 22, 2007
Revised: May 28, 2010
Revised: March 15, 2012
Revised: November 3, 2012
Revised: May 2018
ARTICLE I - GENERAL
Section 1 - Name
The name of the corporation is Association of Professional Behavior Analysts (referred to herein as the “Corporation”).
Section 2 - Members
1. Classes. 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.
2. Voting Rights. Each member of the Corporation shall only have those voting rights as set out in these bylaws.
3. Applications. Any individual desiring to become a member of the Corporation shall apply to do so on forms approved and supplied by the Board of Directors for that purpose. Initial applications must be accompanied by the dues required for the first year of membership, as established by the Board of Directors under the authority of section 4 of this Article.
4. Dues. The Board of Directors shall establish, and may change from time to time, the amounts of dues required to be paid by members. No individual shall be permitted to become or remain a member of the Corporation without paying the required dues. Members whose dues are more than ninety (90) days in arrears may be suspended or terminated.
(a) Annual meeting. There shall be an annual meeting of the membership of the Corporation, to be held at a time and place to be determined by the Board of Directors, for such business as may properly come before the meeting. The annual or regular meeting of members may be held by means of the Internet or other electronic communications technology.
(b) Special meetings. A special meeting of the members shall be held upon the call of the Board of Directors or by twenty-five percent of the members, at the time and place stated in the call. If no place is stated, the meeting shall be held at the Corporation’s principal office.
(c) Notice. Notice of any regular or special meeting of the voting members shall be given at least ten but not more than sixty days previous thereto by written notice delivered personally, by electronic methods or mail delivered to each voting member at the member’s physical or electronic address as shown in the records of the Corporation. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called.
6. Termination of Membership.
(a) General rule. Membership in the Corporation shall terminate upon the resignation of a member, upon its termination for failure to pay dues, or upon its expulsion from membership for violation of the Bylaws or commission of any act injurious to the reputation and standing of the industry or the Corporation.
(b) Expulsion. Any member who has his or certification revoked by the Behavior Analyst Certification Board, Inc. shall be expelled and prohibited from re-joining the Corporation in any membership category.
(c) Forfeiture. Upon resignation or expulsion from the Corporation, any and all rights and privileges of membership, and any interest in the property or other assets of the Corporation, shall be forfeited.
(d) Liability for dues. Resignation, suspension, or expulsion from membership shall not relieve the member from liability for any unpaid dues or other duly assessed fees or charges.
Section 3 - 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 - General Activities
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 2 - Mission
The mission of the Corporation is to promote and advance the science-based practice of behavior analysis by advocating for public polices and informing, supporting, and protecting practitioners and consumers.
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:
A. Directors appointed by the Board shall be: The Chief Executive Officer of the Corporation, who shall serve on the Board of Directors as an ex officio Director, without voting power. The term of the Chief Executive Officer shall be for any period of time during which the Chief Executive Officer is employed by the Corporation.
B. Directors selected in conjunction with other professional organizations, and/or state or federal regulatory agencies, shall be: At least one Director and not more than eight selected by the Nominating Committee from among nominees submitted by organizations (state, provincial, national, or regional) that represent behavior analysts and/or are dedicated to promoting the practice of behavior analysis and confirmed by theBoard.
C. Any terms that become vacant and are not appointed as described above 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 or otherwise stated herein, each Director elected, confirmed, or appointed in accordance with Section 2 of this Article shall serve a 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 or to enable a Director to complete a term as an Officer.
Section 4 - Officers
(1) The officers of the Corporation shall be a President, President Elect, Past President, Secretary, Treasurer, and such other officers and assistant officers as the Board of Directors may deem proper.
(2) The Board of Directors shall annually elect or appoint a Secretary and a Treasurer, and it may, if it so determines, elect or appoint such other officers and assistant officers as it may deem proper. The Board of Directors shall elect or appoint a President Elect every two years. At the end of the President Elect’s two-year term or upon a vacancy in the position of President, the President Elect shall become President. At the end of the President’s two-year term, the President shall become the Past President.
(3) The President Elect and Secretary shall be elected or appointed from among the current Directors. The Treasurer may or may not be a Director of the corporation. Should the Treasurer not be elected from the current Directors, the Treasurer shall serve as an ex officio member of the Board of Directors, without voting power. Any two or more offices may be held by the same person except the offices of President and Treasurer. Should the term of the President, President Elect, or Past President as an elected or appointed Director expire during that person’s term as President, President Elect, or Past President, the person shall remain in that office until the end of that term of office.
B. Term of Office
Unless otherwise designated by the Board of Directors, each officer shall serve a one-year term and until the election of their successor except the President, President Elect, and Past President, who shall each serve a two-year term.
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 and such other duties as may be prescribed by the Board of Directors. On completion of the two-year term, the President shall succeed to the office of Past President for two years.
(2) The President Elect shall serve as an officer, voting member, and member of the Executive Committee and succeed to the office of President.
(3) 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.
(4) The Secretary, or an Assistant Secretary, shall: (i) record the minutes of the meetings of the Corporation; (ii) assist the Chief Executive Officer with preserving the records of the Corporation; and (iii) 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.
(5) 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
(1) 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.
(2) Any Director that has more than three absences per term 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, unless otherwise determined by the Board of Directors.
(3) Except for a vacancy caused by expiration of a term and except for the position of Past President, the Board of Directors shall fill the vacancy in a position of an officer or Director 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. An individual filling a Director vacancy at the Board’s request for a term equal or less than 365 days shall not be considered to have fulfilled a term. An individual filling a vacancy for a period of 366 or more days shall be considered to have fulfilled a full term on the Board and is only eligible to serve one additional subsequent term as a Board member.
Section 6 - Meetings, Quorum, and Notice
Directors shall meet at least annually. Special meetings of the Board of Directors may be called by the Chief Executive Officer, 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 a majority 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 bylaws.
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 may be taken without a meeting if each Director signs a consent describing the action to be taken and delivers it to the Chief Executive Officer. An action taken under this section shall be considered an act of the Board when consents signed by all Directors are delivered to the Chief Executive Officer.
Section 8 – Participation; Records
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 Chief Executive Officer, 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, by majority vote of voting Directors, establish special or standing committees as it deems advisable. Board Committees shall consist only of Directors, and shall comprise at least one Director. Committee members shall be appointed by majority vote of voting Directors. Board Committees may exercise the power of the Board to the extent specified by the Board or in the Articles of Incorporation or the bylaws. Board Committees may not authorize distributions, approve or propose to members actions required to be approved by the members, fill vacancies on the Board or any of its committees, or adopt, amend, or repeal bylaws.
The Board of Directors may, by majority vote of voting Directors, establish advisory committees. Members of advisory committees need not be Directors, but shall be appointed by majority vote of voting Directors. Advisory committees shall not be committees of the Board, and shall not exercise any of the powers of the Board.
Section 2 – Board Committees
The Executive Committee shall consist of the President, President Elect, Past 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.
The Nominating Committee shall be composed of at least three 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 Chief Executive Officer, 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 Membership Committee shall be composed of at least three Directors. The Membership Committee shall be responsible for reviewing standards for all classes of members and developing proposals for Board consideration regarding a comprehensive member services plan, member resources and benefits, membership categories and dues, surveys of current and lapsed members, and strategies for retaining members.
The Fundraising committee shall be composed of at least three Directors. The committee is responsible for increasing revenues from sources other than memberships and the annual convention and developing proposals for Board consideration regarding revenue-producing activities, fundraising, targeted donation campaigns, and selling merchandise and other products.
The Marketing Committee shall be composed of at least three Directors. The purpose of this committee is to develop uniform messaging and branding to promote growth and to develop proposals for Board consideration regarding promoting the organization as a whole, recruiting members, and promoting the convention and other events.
Convention Steering Committee
The Convention Steering Committee shall be composed of at least three Directors. This committee is responsible for establishing basic parameters for the annual convention.
The Awards Committee shall be composed of at least three Directors. The Awards Committee shall be responsible for proposing policies regarding awards to be given by the organization to the Board of Directors, reviewing nominations for awards, and recommending award recipients to the Board of Directors.
CEO Compensation Committee
The CEO Compensation Committee shall be composed of at least three Directors. Before the end of each calendar year this committee shall review the performance of the CEO, review the CEO’s current compensation package, and make recommendations to the Board of Directors regarding the CEO’s compensation for the following calendar year. In developing those recommendations, the committee shall determine reasonable compensation for the CEO by researching compensation packages for individuals who have comparable duties with similar tax-exempt organizations. The committee shall document the procedures it followed in reaching decisions and the information on which it relied in minutes of the meetings during which the compensation proposal was developed.
Section 3 – Advisory Committees
The Corporation shall maintain an Advisory Board composed of professionals in behavior analysis and other disciplines as well as consumers who share the Corporation’s mission. The Advisory Board shall be chaired by the Past President of the Board of Directors. The Advisory Board shall advise the Board of Directors on how to meet the organization’s objectives, provide input on position statements, write articles for the newsletter, provide resources for the website, and share their expertise on issues of importance to the Corporation.
The Advisory Board shall consist of a maximum of 30 individuals. Each member shall serve a three-year term, which may be renewed one time. After an individual has served two consecutive terms, that individual shall refrain from serving on the Advisory Boardfor at least one year. Fifty percent (50%) of the members of the Advisory Board shall be behavior analysts. Up to fifty percent (50%) of members shall be individuals from other professions (e.g., medicine, law, education, speech-language pathology, rehabilitation, public relations, public service, business), consumers (i.e., direct recipients of ABA services or family members of recipients) and members of the general public.
The Board of Directors shall nominate individuals to the Advisory Board 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. Appointment to the Advisory Board shall be by majority vote 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 Corporation functions (e.g., conference presentations, workshops) and an Advisory Board meeting at the annual convention, but shall not attend 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
To the fullest extent provided by law and without limitation as may be provided by insurance, the Corporation shall indemnify any and all of its current and former directors, officers, employees or agents against expenses, including attorneys' fees, actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been director, officer, employee or agent of the Corporation, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or hers or her conduct was unlawful. No indemnification or advance against expenses shall be approved by the Board or paid by the Corporation until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.
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 DC law or 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.
Section 5 – Dissolution
Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively for the common business interests of its members or to organizations which are exempt from Federal tax under §501(c)(3) or §501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.