• ARTICLE I: Name and Composition of the Corporation

• ARTICLE II: Purpose

• ARTICLE III: Composition and Responsibilities of the Board

• ARTICLE IV: Officers

• ARTICLE V: Committees

• ARTICLE VI: Meetings

• ARTICLE VII: Income and Properties

• ARTICLE VIII: Liabilities of the Board of Directors

• ARTICLE IX: Amendments

• ARTICLE X: Seal

ARTICLE I: Name and Composition of the Corporation

The name of the Corporation shall be the American Board of Clinical Neuropsychology (ABCN), as stated in the articles of Incorporation filed with the State of Minnesota, July 8, 1981. The Corporation shall be not-for-profit. Unless decided otherwise by a majority vote of members of the Corporation, the American Board of Clinical Neuropsychology shall be affiliated with the American Board of Professional Psychology and subscribe to the bylaws of ABPP. Nothing in these bylaws shall be in conflict with the bylaws of ABPP. Certificates authorized by the Corporation shall be issued jointly with ABPP and holders of such certificates shall be considered as having been awarded a diploma by both ABCN and ABPP.

The members of the Corporation shall be known as "Members of the Board" and be duly elected by the current members of the Board.

ARTICLE II: Purpose

Section 1
To arrange and conduct investigations and examinations to determine the qualifications of individuals who apply for the certificates issued by the Corporation.

Section 2
To award such certificates in the field of clinical neuropsychology to qualified applicants, and to maintain a registry of holders of such certificates.

ARTICLE III: Composition and Responsibilities of the Board

Section 1
The Board shall consist of fifteen ABCN-Certified Clinical Neuropsychologists. The membership of the Board shall reflect interests in child and adult clinical neuropsychology.

Section 2
Members of the Board shall be elected to a term of five years by a vote of the members of the Board. On request by any member, voting shall be conducted by secret ballot. Terms of office shall be arranged so that one fifth of the positions of the Board are subject to election each year. No more than two successive terms shall be permitted any individual except in cases where a sitting member of the executive committee is elected to a second term that may extend his or her BOD membership beyond 10 years. A term of office shall commence at the annual meeting following the member's election.

Section 3
The nomination of members of the Board shall be carried out by a Nominations Committee as specified in Article V., Section 4.

Section 4
In case of death or resignation from the Board before the expiration of a member's term, the Board shall choose a successor for the unfilled portion of the term from membership of the Corporation.

Section 5 - Responsibilities of the Board

• The Board shall have authority to issue from time to time, and thereafter to amend, rules and regulations relating to the issuance or revocation by the Corporation of certificates of competence in the practice of clinical neuropsychology.

• The Board shall have the authority to establish one or more regional committees on examination in clinical neuropsychology.

• The Board of Directors shall have authority to revoke any certificate issued by it or to place a certificate holder on probation for a fixed or indefinite time if:

• such certificate was issued contrary to or in violation of the bylaws or any rule of the Board;

• the person to whom the certificate was issued entered a misstatement or omission of fact to the Board in his/her application;

• the person to whom the certificate was issued is convicted of a crime which involves moral turpitude;

• the person to whom the certificate was issued has been found in violation of the code of ethics of a national or regional organization or credentialling board.

• The Board shall be vested with the management and control of the property, business, and affairs of the Corporation.

ARTICLE IV: Officers

Section 1
The officers of the Board shall consist of a President, a Vice President, a Treasurer, a Secretary, a Representative to the Board of Trustees of ABPP, and other officers and agents as may from time to time be elected from the Board of Directors. One individual may hold up to two offices. Each of the offices named above shall be Directors of the Corporation.

Section 2
The President, Vice President, Treasurer, and Secretary shall each be elected to serve for a term of two years and until their successors are elected and qualify. The Representative to the Board of Trustees of ABPP shall be elected for a term which is equal in length to the term of a member of the ABPP Board of Trustees. Officers of the Board may not serve more than two successive terms. At its annual meetings, the Board shall elect a person to fill each of the offices named above whose term expires at the annual meeting, and other officers as may be deemed advisable. In the event any officer shall cease to be a member of the Board, he or she shall complete their office with vote as ex-officio members of the Board.

Section 3
Any officer may be removed from his/her office, with cause, by a three-fourths vote of the entire Board. If there be a vacancy among the officers of the Board by reason of death, resignation, removal, or otherwise, that vacancy may be filled for the unexpired term by the Board.

Section 4
The President shall preside at all meetings of the members of the Board. The President shall be the chief executive officer of the Corporation and see that all directions of the Board are carried out; shall, with the approval of the Board, appoint members of all committees other than the Executive Committee (Section V., 1.), of which he or she shall be a voting member; shall direct the preparation and submission to the annual meeting of the Board a report of the Board's business, activities, and affairs during the year; shall have other duties as may from time to time be prescribed by the Board.

Section 5
The Vice President shall perform the duties and have the powers of the President during the absence or disability of the President. He or she shall have other duties as may from time to time be prescribed by the Board .

Section 6
The Treasurer shall keep or cause to be kept records of all the financial affairs of the Corporation and ensure consistency with ABPP CO records. He or she shall process the reimbursement requests and submit them to the ABPP CO for processing. He or she shall render from time to time and upon demand by the Board or the President reports of all matters within his or her jurisdiction.

Section 7
The Secretary shall keep or cause to be kept minutes and records of all Board proceedings, of all meetings of the members, of all examinations, and of all certificates issued, and shall have custody of the Corporation's seal and shall affix it when and wherever proper.

Section 8
The Representative to the Board of Trustees of ABPP shall be responsible to attend all meetings of the ABPP Board, represent the interests of the Corporation at such meetings, and report back to the Board of ABCN actions and proceedings of those meetings.

Section 9
The Board shall have authority to appoint from time to time an Executive Director who need not be a member of the Corporation. If any Executive Director be appointed, the Board may delegate to him or her any or all of the duties conferred upon the Treasurer and Secretary by these bylaws, or such other duties as the Board may determine. The Executive Director may be compensated for services in an amount established from time to time by resolution of the Board and shall furnish a bond to the Corporation in an amount and with terms established by the Board.

ARTICLE V: Committees

Section 1- Executive Committee

There shall be an Executive Committee composed of the Officers of the Corporation. The duties of the Executive Committee will be to develop an agenda for the annual meeting, to make recommendations to the Board for action, and to act on matters which do not require the vote of the Board.

Section 2 - Credentials Committee

The Credentials Committee will consist of at least three members of the Board who are drawn from various professional backgrounds and who include representatives from both adult and child clinical neuropsychology. This committee will have the authority to make an initial determination of an applicant's eligibility for examination and to report to the Board as to the applicant's eligibility.

The Credentials Committee will be appointed annually by the President, with the approval of the Board.

Replacement, in the event of death or resignation during the year, will be made by the President.

Section 3 - Examination Committee

The Examinations Coordinator will be the Chair of the Examination Committee. The Examination Committee consists of the following members, all of whom are appointed annually by the President with the approval of the Board
  (a) The Written Examination Development Subcommittee Chair:
  (b) The Practice Samples Review Subcommittee Chair;
  (c) The Oral Examination Fact-Finding Development Subcommittee Chair;
  (d) The Oral Examination Ethics Development Subcommittee Chair
  (e) Coordinator for Oral Examiner Selection and Evaluation

The Examination Committee will have the authority to develop, administer, and grade the examinations on behalf of the Corporation.

The Examination Committee will be empowered to organize one or more regional examination teams, headed by a Committee member and consisting of additional Board certified clinical neuropsychologists, as regional examiners.

The Written Examination Development Subcommittee works with a professional examination service to develop the rubrics and write, edit, develop and test item banks for the written examination. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Practice Sample Review Subcommittee develops guidelines and training for submission and review of practice samples, and for administering and grading the oral examination regarding practice samples. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Oral Examination Fact-Finding Development Subcommittee develops fact-finding vignettes and develops procedural guidelines for administering and grading the oral examination regarding Fact-Finding vignettes. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Oral Examination Ethics Development Subcommittee develops Ethics vignettes and develops procedural guidelines for administering and grading the oral examination regarding Ethics vignettes. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Coordinator for Oral Examiner Selection and Evaluation is an individual appointed annually by the President subject to BOD approval, with no term limit, who meets with the Examination Coordinator, to select and appoint oral examiners, observers, and trainees, for the regional examinations. This team reviews observers' and candidates' reports to evaluate the performance of oral examiners.

Section 4 - The Nominations Committee

The past president of the BOD will be the Chair of the Nominations Committee; the current officers of the Corporation will serve as the members of the committee. The Nominations Committee will present at least three candidates to the Board to fill expiring terms at the annual summer meeting of the Board. The Nominations Committee may receive recommendations for nominations from outside the Board. Nominees will be elected to board membership by vote of all ABCN members, and will begin their terms at the end of the winter meeting following that election. Candidates for the executive committee positions will be board members nominated by the Nominations Committee. The Board at the annual winter meeting will vote to approve new executive committee members and their terms will begin at the end of the annual winter meeting.

ARTICLE VI: Meetings

Section 1
Meetings of the Board will be held annually at a time and place to be fixed by the Board. The Board may schedule such additional meetings as may be required to conduct its work.

Section 2
Special meetings of the Board may be called by the President or upon the written request, made to the President, of at least one-third of the members of the Board, provided that written notice of the time of the special meetings and that subjects to be discussed at such meetings shall have been sent to each member of the Board not less than twenty days prior to such meeting. The President shall have the right to fix the place of such special meetings.

Section 3
A majority of the members of the Board shall constitute a quorum for the transaction of business of the Corporation. Except as herein may be specifically otherwise provided, the votes of a majority of the quorum shall be sufficient to pass upon any business of the Corporation. There shall be no voting by proxy.

Section 4
The Board shall be authorized to carry on the business of the Corporation by electronic mail or mail ballot between meetings. In such instance, it shall require an affirmative vote of two-thirds of the members to pass upon any business of the Corporation.

ARTICLE VII: Income and Properties

The income and properties of the Corporation, whenever and however derived, shall be applied solely toward promoting the purposes of the Corporation as set forth in the Certificate of Incorporation. 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 Corporation, provided that nothing contained herein shall prevent proper remuneration to any officer or to any servant of the Corporation or to any member for any services actually rendered to the Corporation, nor prevent the payment of interest at prevailing bank interest rates or reasonable and proper rent for premises let by any member of the Corporation, nor repayment to any member for traveling expenses actually incurred in connection with the proper and necessary business of the Corporation.

ARTICLE VIII: Liabilities of the Board of Directors

No member of the Board or other officer or servant of the Corporation shall be liable for the accounts, receipts, neglects, or defaults of any other like members or agent, or for joining in any receipt or other act of conformity, 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 tortious act of any person with whom any monies, securities, or effects shall be deposited, or from any loss or damage occasioned by an error of judgement of oversight, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the official duties or in the relation thereto, unless the same happened through dishonesty, willful neglect, or default.

ARTICLE IX: Amendments

Alterations of or amendments to these bylaws may be made by a two-thirds majority vote of the total members of the Board provided that all members have been notified in writing of proposed changes not less than twenty days prior to the date of action.

ARTICLE X: Seal

The seal of the Corporation shall bear words of the following or similar import, that is to say:



The American Board of Clinical Neuropsychology
Incorporated in the State of Minnesota
1981