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A Member Board of
The American Board of Professional Psychology
(ABPP)
BY-LAWS
March
14, 2007
CHAPTER
1
Name
The
name and title by which this organization shall be known is the American Board
of Rehabilitation Psychology (ABRP). The ABRP is affiliated with the American
Board of Professional Psychology (ABPP) as a Member Specialty Board, with
representation through a Board of Trustees. These By-Laws are consistent with those of the ABPP and the ABRP
has signed the Articles of Agreement between ABPP and ABRP in accord with the
ABPP Affiliations Manual*.
CHAPTER
2
Purposes
and Goals
The
purposes and goals of the organization are:
A. To
serve the public and the profession by ensuring that psychologists certified by
the ABPP in Rehabilitation Psychology have completed the education, training,
and experience requirements of this specialty, including an examination
designed to assess the competencies required to provide quality Rehabilitation
Psychology services, and who maintain ethical standards
1. To
maintain a Board of Directors as the Executive Committee of the Rehabilitation
Psychology Specialty Board, actively responsible for designing and implementing
the function of the examining body in the Specialty of Rehabilitation
Psychology;
2. To
function in accord with the organizationÕs established bylaws, policies and
procedures, and those of the American Board of Professional Psychology;
3. To
maintain a close, collaborative relationship with the ABPP Board of Trustees;
4. To
relate and communicate with the profession, the ABRP applicant base, the
American Academy of Rehabilitation Psychology, and the ABRP board certified
specialists;
5. To
recommend to the Board of Trustees of the American Board of Professional
Psychology, Inc. policies (or changes in policies) and procedures with regard
to the organization's Specialty area of Rehabilitation Psychology;
6. To
develop and maintain examination procedures for those who apply for Board
Certification in Rehabilitation Psychology (the Diploma) issued by the American
Board of Professional Psychology, Inc. in the organization's specialty area of Rehabilitation
Psychology, and to submit such periodically for review, recommendation and
formal approval of the American Board of Professional Psychology;
C. To
conduct information and education programs designed to make information about
the specialty certification process available to the public and profession.
D. To
demonstrate a commitment to excellence though self-study and its relationship
to the Standards Committee of the ABPP.
CHAPTER
3
Composition
of the Board of Directors
A. The
organizational powers of ABRP shall be vested in a self-perpetuating Board of
Directors consisting of no less than five persons and no more than 15 persons,
who shall supervise, control, direct and manage the affairs and activities of
the organization.
B. The
Board of Directors is composed of representatives selected based on its
diversity with regard to geographical location, subspecialty, ethnic and
cultural background, primary professional activity, and gender.
C. The
number of Directors may be changed at any regular meeting of the Board of
Directors by a majority vote.
D. Nomination
and Selection of Board Members: (Defined individually by each Specialty Board)
E. Terms
of Office: Each member of the
Board of Directors shall be elected to hold office for a term of four years,
beginning January 1 and ending December 31. No director shall serve more than two consecutive four year
terms. Following two consecutive
four-year terms, one year must pass before an individual may be re-nominated
for election to the Board of Directors. To achieve staggered terms, the initial election to the Board
of Directors will include three positions of one year, three of two years, and
three of three years duration. All
subsequent elections will be for four year terms.
F. Qualifications. To serve as a Director, a person must hold an ABPP Diploma in Rehabilitation Psychology and be in fees-paid, active standing status with both the ABPP and ABRP
G. Vacancies:
In the case of a vacancy, resignation, or removal of a director, the ABRP
Board of Directors shall designate a person to fill the unexpired portion of
the term, utilizing the same selection process as outlined above in 3E.
H. Resignation:
A director may resign at any time by filing a written resignation with
the President of the Board of Directors.
I.
Removal. The Board of Directors may remove any director for cause by
two-thirds (2/3) vote of the entire Board of Directors during any regular
meeting of the Board of Directors, provided that a statement of the reason(s)
for removal shall have been mailed by Registered Mail to the director proposed
for removal, and to the other Directors, at least thirty (30) days before any
final action is taken by the Board of Directors. This statement shall be accompanied by a notice of the time
when, and the place where, the Board of Directors is to take action on the
removal. The director shall be
given an opportunity to appear and be heard by the Board at the time and place
stated in the notice. The only
grounds for removal of a Director shall be:
1. prejudicial
loss of qualifying credentials leading to revocation of the ABRP Board
Certification (Diploma)
2. nonfeasance
of office or of duties as a member of the Board of Directors
3. malfeasance
of office as a member of the Board of Directors.
J.
Consultants: The
Board of Directors may utilize consultants whose specialized knowledge and
ability would be of value in the conduct of the affairs of this organization.
CHAPTER
4
Functions
of the Board of Directors
A. Consistent
with the bylaws of the ABPP, the Board of Directors shall have full legal
control of the organization's assets, shall have the power to make contracts on
behalf of the organization, oversee the conduct of all the business affairs of
the organization, and shall also have the authority and duty to establish,
direct and promulgate policies and procedures:
1. which
establish the qualifications for Board Certification (a Diploma) in Rehabilitation
Psychology
2. by
which credentialing activities of the Board are conducted
3. in
conjunction with the BOT of ABPP for recall, reinstatement and maintenance of
Board-Certified status and
4. all
other activities engaged in by the ABRP
B. Policy manual: The policies and procedures will be consistent with those outlines by ABPP. A Specialty Board Policy Manual may be developed to include additional items specific to that specialty, as long as such policies are consistent with those outlined by ABPP.
C. Academy: The Board of Directors shall work
cooperatively with, but independently from, the American Academy of Rehabilitation
Psychology.
D. Parliamentary
Procedures: The Board shall be governed by its own
bylaws. However, Board meetings
shall be conducted or according to Keesey's abridged parliamentary procedures.
CHAPTER
5
Officers
A. Titles:
The officers of the organization shall be the President, Vice-President,
Secretary and Treasurer. The Board
shall, by a majority, elect these officers, every two years at its last meeting
of the year. The terms of the officers shall be two years (beginning January 1
and ending December 31, except for under extenuating circumstances). The Board President may not serve more
than two consecutive two year terms in office. The Board may also elect one or more additional
Vice-Presidents, Assistant Secretaries or Assistant Treasurers. Any two or more offices, except the
offices of President and Vice-President, or President and Secretary, may be
held by the same person at the same time.
B. All
officers shall have the following specific functions in addition to the general
responsibilities of Directors:
Additional Positions of the Specialty Board
C. The
following additional Specialty Board positions shall have the following
specific functions in addition to the general other Specialty Board responsibilities:
1. REPRESENTATIVE TO THE BOARD OF TRUSTEES OF THE AMERICAN BOARD OF PROFESSIONAL PSYCHOLOGY: The Representative shall represent the best interests of the specialty area of Rehabilitation Psychology, appropriately balanced with the interests and viability of the ABPP. The BOT representative will remain a trustee for as long as their Trustee term shall be in effect. The term of the BOT representative shall be four years and he or she will attend all scheduled meetings of the Specialty Board of Directors. The BOT representative will serve as a voting member of the Board of Directors.
2.
CHAIRPERSON FOR DIVERSITY: This existing member of the Specialty Board of
Directors shall be responsible for implementing a continuing review of the
Specialty BoardÕs goals and activities regarding multiculturalism and
diversity.
E. Removal
and resignation: Any officer may
be removed with or without cause, by vote of a majority of the entire Board of
Directors at any regular meeting of the Board. Any officer may resign at any time by giving written notice
to the Board of Directors, the President or the Secretary. Any such resignation shall take effect
at the time specified therein, and unless otherwise specified therein, the
acceptance of a resignation shall not be necessary to make it effective.
F. Salary: The officers of the organization shall
receive no salary for serving as an officer. No officer shall be prevented, however, from receiving a salary
as an employee of the organization.
Officers may be reimbursed for expenses incurred in the performance of
their duties.
CHAPTER
6
Committees
A. The
Board of Directors may by resolution, adopted by a quorum of the Directors in
office, establish one or more standing committees, each of which shall consist
of two or more Directors and a number of additional Board Certified Rehabilitation
Psychologists deemed necessary, under such terms and powers as shall be
specified in each resolution.
B. Standing
Committees of the Board shall be:
1. Executive
2. Finance
3. National
Examination Committee, which shall be composed of a Co-chair for
Administration, a Co-Chair for Development, each of the six Regional
Examination Coordinators, and the National Exam Coordinator/Practice Sample
Reviewer .
CHAPTER
7
Meetings
A. Regular
Meetings: The Board of Directors shall hold at
least one annual meeting for the purposes of choosing Directors, electing
officers and transacting such other business as may come before the meeting.
B. Special Meetings: Special meetings of the Board of Directors may be convened by the President or any three Directors filing a written request for such a meeting with the Secretary.
C. Meeting
Location and Business Year: All meetings of the Board, regular or
special, shall be held at a location designated by the President, or if not
designated by the President, then as determined by the convening Directors. The business year of the Board of
Directors shall begin the first day of January and end on the final day of
December. All elected officers of
the Board of Directors take their positions on the first day of the business
year (January 1).
D. Notice: Notice of all regular and special meetings of the Board
of Directors and an agenda of all items to be discussed at such meetings shall,
no less than thirty (30) days prior to the meeting date, be delivered
personally or mailed to each Director at such Director's business or home
address, facsimile or e-mail. If mailed,
such notice shall be deemed to have been delivered when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon
prepaid. If notice be given by
facsimile or e-mail, such notice shall be deemed to have been given when the
facsimile or e-mail transmission is sent.
E. The
attendance of a member of the Board of Directors at any meeting shall
constitute a waiver of notice of such meeting, except where a member of the
Board of Directors attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting except as required by these Bylaws.
F. A
majority of all incumbent members of the Board of Directors, PRESENT OR NOT,
shall constitute a quorum for the transaction of business at regular or special
meeting of the Board. If a quorum
is not physically present, enough Directors must vote via mail, facsimile,
e-mail or telephone conference call to obtain the necessary quorum. When not in meeting, should a matter
requiring a vote of the Board of Directors arise, a ballot by mail, e-mail or
fax, authorized by the President, may be taken. A two-thirds (2/3) vote of the entire Board of Directors
will be necessary to carry such a motion.
G. The
following applies to Director presence at meetings:
1.
The President may authorize a telephone conference meeting of
the Board of Directors when deemed necessary, and 10 days advance notice of
such a call shall be given each member of the Board of Directors.
2.
Should an item of business require urgent attention and action
by the Board of Directors, a telephone conference may be called without
previous notice, as long as ALL of the members of the Board of Directors have
been contacted. A two-thirds (2/3)
roll call vote of the entire Board of Directors will be necessary to carry a
motion presented during such an urgent meeting.
3.
Even without an urgent timetable, Members of the Board of
Directors, or of any Committee designated by the Board of Directors, may
participate in a meeting of the Board or Committee by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and participation in this manner shall
constitute presence in person at the meeting.
H. Action
by Consent: Any action which is required to be or
may be taken at a meeting of the Directors, may be taken without a meeting if
consents in writing, setting forth the action so taken, are signed by ALL of
the members of the Board or Committee, as the case may be. The consent shall have the same force
and effect as a unanimous vote at a meeting duly held, and may be stated as
such in any certificate or document.
The secretary shall file the consents with the minutes of the meetings
of the Boards of Directors or the Committee, as the case may be.
CHAPTER
8
Certification
Maintenance, Fees and Assessments, Privileges
And
Designation of Status
In accordance with the
American Board of Professional Psychology, Inc. Bylaws (07/05),
CHAPTER
9
Income
and Properties
In accordance with the
American Board of Professional Psychology, Inc. Bylaws (07/05), the income and
properties of the ABRP, whenever and however derived, shall be applied solely
toward promoting the purposes of the Specialty board. No portion of the income or properties
shall be paid or transferred directly or indirectly by way of dividend, bonus,
or otherwise by way of profit to members of the organization. As agreed to in the Articles of
Agreement, the ABRP will manage its financial affairs in accordance with the ÒFinancial
Plan: Policies, and ProceduresÓ of the ABPP Policies and Procedures, with
special attention to the subsection on ÒAnnual Budgets for Specialty Boards.Ó
CHAPTER
10
Liabilities
of the Board of Directors
In accordance with the
American Board of Professional Psychology, Inc. Bylaws (07/05), no member of
the Board of Directors or other officer or servant of the Corporation shall be
liable for the accounts, receipts, neglects, or defaults of any other like member
or agent, or for any loss or expense happening to the Corporation through the
insufficiency or deficiency of any security in or upon which any of the money
of the Corporation shall be invested or for any loss or damage arising from the
bankruptcy, insolvency, or tortuous act of any person with whom any monies,
securities, or effects shall be deposited, or for any loss or damage occasioned
by an error of judgment or oversight, or for any other loss, damage, or
misfortune whatever which shall happen in execution of the official duties or
in the relation thereto, unless the same happened through dishonesty, willful
neglect, or default.
CHAPTER
11
Indemnification
of Officers, Directors, Employees and Board Certified Specialists
In accordance with the American
Board of Professional Psychology, Inc. Bylaws (07/05), each trustee, officer,
and employee of this Corporation, and each Board Certified specialist who is
officially engaged in Corporation business, shall be indemnified by the
Corporation against all costs and expenses (including counsel fees) actually
and necessarily incurred by or imposed on him/her in connection with the
defense of any action, suit, or proceeding in which he/she may be involved or
to which he/she may be made a party by reason of his being or having been such
trustee, officer, employee, or Board Certified specialist, except in relation
to matters as to which he/she shall be finally adjudged in such action, suit,
or proceeding to be liable for dishonesty, willful neglect, or default. Such costs and expenses shall include
amounts reasonably paid in settlement for the purpose of curtailing the costs
of litigation, but only if a majority of the Board of Trustees (excluding the
person indemnified) determines that the person indemnified did not commit such
negligence or misconduct in any substantial way. The foregoing right of indemnification shall not be exclusive
of any other rights to which he/she may be entitled as a matter of law or by
agreement, by law, or otherwise. Any
indemnification, however, shall not exceed the monetary limits of any insurance
policy carried for such purposes by the Corporation regardless of the absolute
monetary amount incurred by an individual trustee, officer, employee, or Board
Certified specialist engaged in Corporation or organizational business.
CHAPTER
12
Ethical
Principles
The ethical principles
of the ABRP shall be consistent with the Ethical Principles of Psychologists
and Code of Conduct promulgated by the American Psychological Association.
CHAPTER
13
Amendments
These
bylaws may be amended in whole or in part at any regular or special meeting of
the Board of Directors upon the receipt of the written proposed Amendment by
all the Directors at least 60 days prior to the meeting at which the proposed
Amendment is to be voted on. Upon
approval of an action by the Board of Directors, reasonable advance notice will
be given prior to implementation. The
approval of at least two-thirds of the entire Board of Directors is required to
adopt any Amendment. Following
approval and adoption of amendments, the president of the Board of Directors
will circulate the amended document to the ABRP. The undersigned, the duly
elected and acting President of the American Board of Rehabilitation Psychology,
hereby certifies that the aforesaid bylaws were duly approved and adopted by
the Board of Directors of the American Board of Rehabilitation Psychology at
the meeting of said Board of Directors on the 14TH day of March,
2007.
________________________________________
Bernard Brucker, PhD, ABPP
President,
American Board of Rehabilitation Psychology
Last amendment date – November 6, 2004
Current amendment date – March 14, 2007