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• 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.
Section
3
To serve the public welfare by preparing
and furnishing lists of its members to proper persons and agencies.
ARTICLE
III: Composition and Responsibilities of the Board
Section
1
The Board shall consist of fifteen Board-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. A term of office shall commence at the annual meeting following
the member's election.
Section
3
The
nomination and election of members of the Board shall be carried out
by a Nomination and Election 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
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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.
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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;
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the person to whom the certificate was issued entered a misstatement
or omission of fact to the Board in his/her application;
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the person to whom the certificate was issued is convicted of
a crime which involves moral turpitude;
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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.
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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., 2.), 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. He or she shall deposit all receipts of
the Corporation to its accounts and have the power to sign checks on
the Corporation's accounts; shall cause to be prepared annual audits
of the Corporation's books; 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 - Committee on Eligibility
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The
Committee on Eligibility will consist of 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.
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The
Committee on Eligibility will be appointed annually by the President,
with the approval of the Board.
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Replacement,
in the event of death or resignation during the year, will be made
by the President.
Section
3 - Examination Committee
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The
Examination Committee will consist of at least three members appointed
annually by the President, with the approval of the Board.
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The
Committee will have the authority to develop, administer, and grade
the examinations on behalf of the Corporation. The 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.
Section
4 - The Nominations and Elections Committee
The President,
with the approval of the Board, will appoint annually a Chairman of
the Nominations and Elections Committee, who will be a Board member.
The Chairman will designate three members of the Corporation to serve
for one year as members of the Committee. The Nominations and Elections
Committee will present at least three candidates to the Board to fill
expiring terms at the annual winter meeting
of the Board. The Nominations and Elections Committee may receive recommendations
for nomination from outside the Board.
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 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
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