Board of Directors Approved Minutes: August 20 & 24, 2002

Present: Philip G. Zimbardo, PhD; Robert J. Sternberg, PhD; Norine G. Johnson, PhD; Ronald F. Levant, EdD; Gerald P. Koocher, PhD; Raymond D. Fowler, PhD; Laura H. Barbanel, EdD; Charles L. Brewer, PhD; Carol D. Goodheart, EdD; Katherine C. Nordal, PhD; J. Bruce Overmier, PhD; Nathan W. Perry, PhD; incoming Board member Barry S. Anton, PhD.

Absent: None


I. MINUTES OF MEETING

A.(1) The Board voted to approve the minutes of the June 6-8, 2002, meeting of the Board of Directors.

II. ELECTIONS, AWARDS, MEMBERSHIP AND HUMAN RESOURCES

B.(2) The Board voted to refer the item, "Housekeeping Revision of Association Rules: Section 10-11.2" to the Membership Committee and the Committee on Disability Issues in Psychology. The Board requested that a clearer rationale for the suggested amendment be provided.

C. In executive session, the Board voted to recommend that Council elect 109 members to initial Fellow status, on the nomination of the indicated divisions and on the recommendation of the Membership Committee and the Board of Directors.

III. ETHICS

No items.

IV. BOARD OF DIRECTORS

A. The Board met with members of the Board of Directors of the Association for the Advancement of Psychology (AAP).

B. At its August 3 & 4 meeting, the Board unanimously voted to select Norman B. Anderson, PhD, as nominee for chief staff officer of APA, and to forward his name for confirmation by the Council of Representatives.

V. DIVISIONS AND STATE AND PROVINCIAL ASSOCIATIONS

A. In executive session, the Board discussed the request by Larry Beutler, PhD, President of Division 12, that Dr. Zimbardo, Russell Newman PhD, JD, and James McHugh, JD, or their designees, attend the fall meeting of Division 12. The Board requested that a letter be sent to Dr. Beutler informing him that Dr. Sternberg and Kurt Salzinger, PhD, will attend the meeting. The Board requested that Dr. Fowler brief the Board regarding the Division 12 issue at its September 2002 meeting. [Note: Subsequent to the meeting, it was determined that Dr. Salzinger and Mr. McHugh would attend the Division 12 meeting.]

VI. ORGANIZATION OF THE APA

No items.


VII. PUBLICATIONS AND COMMUNICATIONS

A.(3) The Board voted to refer the item "Website Pages for Divisions" to the Executive Management Group to consider suggested amendments by the Board to the statement on APA Linkages to Division Websites. The Board requested that the item be brought back to the Board in December 2002.

B. In executive session, the Board received as information a copy of standard editorial communications used to provide information to authors, reviewers and editors of the American Psychologist. The Board requested that Drs. Overmier and Sternberg and Rhea Farberman draft suggested amendments, including addressing who has ultimate authority for accepting articles, to the letters and provide the suggestions to Melissa Warren and Dr. Fowler. The Board requested that, if possible, the lag time between the submission and publication of manuscripts be reduced. The Board requested that it receive an update in June 2003.

VIII. CONVENTION AFFAIRS

No items.

IX. EDUCATIONAL AFFAIRS

A.(3A) The item "Principles of Distance Education for Professional Education and Training in Psychology" was withdrawn.

B. In executive session, the Board postponed to its September 2002 meeting discussion regarding the issue of "emerging substantive areas."

C. In executive session, the Board postponed to its September 2002 meeting discussion regarding the ongoing review of the composition of Domain II (Professional Training Programs) of the Committee on Accreditation.

D. In executive session, the Board received a briefing from Dr. Perry on the Commission for the Recognition of Specialties and Proficiencies in Professional Psychology and the upcoming meeting of the Council of Credentialing Organizations in Professional Psychology. The Board noted the following: Recognizing there have been changes in the field, the Board believes there is a need to expand the recognition of specialties in professional psychology.

X. PROFESSIONAL AFFAIRS

A.(4) The Board voted to recommend that Council approve the following motion:

APA affirms it commitment to the designation of health service psychologists as primary health care providers in relevant federal, state, and local regulations, and in federal funding programs designated for primary care practitioners. APA views this as a long-term goal in pursuit of which a variety of actions have already been undertaken and will continue to be undertaken as strategic openings and opportunities can be made available.

XI. SCIENTIFIC AFFAIRS

No items.

XII. PUBLIC INTEREST

No items.

XIII. ETHNIC MINORITY AFFAIRS

No items.

XIV. INTERNATIONAL AFFAIRS

No items.

XV. CENTRAL OFFICE

A. In executive session, the Board received a report on the staffing levels at Central Office.

B. In executive session, the Board voted to adopt the following resolution regarding the Voluntary Severance Plan (attachment A):

WHEREAS

  • the Board has previously approved the adoption of a series of fiscal measures involving voluntary buyouts and voluntary early retirement, and

  
 
WHEREAS

  • such voluntary buyouts and early retirement were best effected by the drafting of a Voluntary Severance Plan,

  
 
NOW THEREFORE BE IT RESOLVED

  1. That the 2002 American Psychological Association Voluntary Severance Plan (the "Plan") as adopted by the Chief Executive Officer, Raymond D. Fowler, PhD, is hereby ratified and confirmed, and

  2. That Raymond D. Fowler, PhD, L. Michael Honaker, PhD, or their designee are authorized to take all actions necessary or appropriate to implement the Plan, and all actions previously taken to implement the Plan, including the payment of any monies under the Plan, are hereby ratified and confirmed.
     

C. In executive session, the Board voted to adopt the following resolution regarding the Separation Pay Plan (attachment B):

WHEREAS

  • the Association desires to provide its employees involuntary separation pay in the event of a reorganization or reduction in force in the form of a ERISA-covered welfare benefit plan; and

  
 
WHEREAS

  • the Board has previously approved the adoption of a Reorganization/Reduction in Force policy for its employees that references such welfare benefit plan,

  
 
NOW THEREFORE BE IT RESOLVED

  1. That the 2002 American Psychological Association Separation Plan (the "Plan") as adopted by the Chief Executive Officer, Raymond D. Fowler, PhD's designee, L. Michael Honaker, PhD, which became effective July 1, 2001, is hereby ratified and confirmed, and

  2. That Raymond D. Fowler, PhD, L. Michael Honaker, PhD, or their designee are authorized to take all actions necessary or appropriate to implement the Plan, and all actions previously taken to implement the Plan, including the payment of any monies under the Plan, are hereby ratified and confirmed.
     

XVI. FINANCIAL AFFAIRS

A. In executive session, the Board voted to recommend that Council adopt the following resolution on refinancing the APA Headquarters Building and 10 G Street NE Building:

WHEREAS

  • The G Place Limited Partnership ("G Place") owns the Headquarters Building of the American Psychological Association (the "Association") located at 750 First Street N.E., Washington, D.C. (the "Headquarters Building"); and

  
 
WHEREAS

  • The Association owns a 92% controlling interest in G Place and the National Association of Social Workers ("NASW"), owns an 8% limited partnership interest in G Place; and

  
 
WHEREAS

  • The Council of Representatives of the Association (the "Council") at its meeting on this date has approved the purchase of NASW's interest by G Place, which will give the Association and its affiliates a 100% controlling interest in G Place; and

  
 
WHEREAS

  • The Square 677 No. 2 Limited Partnership ("Square 677") owns the property located at 10 G Street NE, Washington DC (the "10 G Street Building"); and

  
 
WHEREAS

  • The 10 G Street Limited Partnership ("10 G") owns a 99% controlling interest in Square 677 and Crow-677 Development Corporation ("Crow") owns a 1% limited partnership interest in Square 677; and

  
 
WHEREAS

  • The American Psychological Association (the "Association") owns a 99% controlling interest in 10 G and Crow owns an 1% limited partnership interest in 10 G; and

  
 
WHEREAS

  • The Council at its meeting on this date has approved the purchase of Crow's 1% limited partnership interests in Square 677 and 10 G by the Association or an affiliate, which will give the Association and its affiliates a 100% controlling interest in Square 677 and 10 G; and

  
 
WHEREAS

  • There is an underlying encumbrance loan against the Headquarters Building and the 10 G Street NE Building (the "Existing Loan"); and

  
 
WHEREAS

  • The Association's Finance Committee has determined that there is a need to refinance the Headquarters Building and the 10 G Street NE Building under more advantageous terms than the Existing Loan; and

  
 
WHEREAS

  • The Executive Vice President and Chief Executive Officer, Dr. Raymond Fowler and the Vice President and Chief Financial Officer Charles L. McKay have engaged in extensive discussions and negotiations with financial institutions regarding the refinancing of both properties; and

  
 
WHEREAS

  • At its meeting on this date the Council has been apprised by the Chief Financial Officer on the efforts and progress of the Association's officers and representatives, on behalf of the Association, to refinance both properties and has fully briefed and apprised the Council on the terms of the refinancing;

NOW THEREFORE BE IT RESOLVED that the Chief Executive Officer (CEO), or any officer of the Association he designates in writing, is hereby authorized, empowered and directed to negotiate, execute and deliver on behalf of the Association any and all agreements, instruments, certificates, notes and other documents necessary, or in such officer's discretion, appropriate to refinance both properties, and to cause such entities to be created as are necessary to further the purposes herein, and the signature of the CEO or other officer designated in writing by the CEO, as the case may be, shall be conclusive evidence of the authority granted hereby on behalf of the Association; and

BE IT FURTHER RESOLVED that in the event the CEO or other officer designated in writing by the CEO requires additional or clarifying authority or direction to act on behalf of the Association in connection with the refinancing, the Board of Directors is hereby fully empowered to exercise and grant such authority and direction in between meetings of the Council; and

BE IT FURTHER RESOLVED that any Bylaws and Rules of Procedure of the Association, including but not limited to, Article IV, Section 2 of the Bylaws of the Association and Section 30-1.4 of the Association's Rules, both regarding advance notice of Council action, insofar as they may be inconsistent with the actions and resolutions hereby adopted by the Council concerning the refinancing of both properties and other matters herein, are hereby suspended; and

BE IT FURTHER RESOLVED that the foregoing Resolutions concerning the refinance are hereby adopted and directed to be implemented notwithstanding any limitation that might otherwise apply under any investment policy or guideline of the Association, whether adopted by or pursuant to authority delegated from, the Council, the Board of Directors or any Committee of the Association.

In executive session, the Board voted to recommend that Council adopt the following resolution authorizing the purchase of the National Association of Social Worker's limited partnership in the G Place Limited Partnership:

WHEREAS

  • The G Place Limited Partnership (the "Partnership") owns the Headquarters Building of the American Psychological Association (the "Association") located at 750 First Street N.E., Washington, D.C. (the "Headquarters Building"); and

  
 
WHEREAS

  • The Association owns a 92% controlling interest in the Partnership and the National Association of Social Works ("NASW"), owns an 8% limited partnership interest in the Partnership; and

  
 
WHEREAS

  • The Board of Directors, pursuant to its authority as administrative agent of the Council of Representatives of the Association (the "Council") and pursuant to its general supervisory powers over the affairs of the Association desires that 100% of the Headquarters Building be owned by the Association or its subsidiaries and/or affiliates; and

  
 
WHEREAS

  • The Chief Financial Officer has engaged in extensive discussions and negotiations with the National Association of Social Works ("NASW"), the limited partner, regarding the purchase of NASW's 8% limited partnership interest; and

  
 
WHEREAS

  • The Executive Vice President and Chief Executive Officer, Dr. Raymond Fowler has negotiated the terms of the purchase of NASW's limited partnership interest by reducing NASW's annual base rent by $3,000,000 over a fifteen (15) year period, which reduction shall be guaranteed by the Association; and

  
 
WHEREAS

  • At its meeting on this date the Council has been apprised by the Chief Financial Officer on the efforts and progress of the Association's officers and representatives, on behalf of the Association, to investigate, review, negotiate and secure, subject to the Council's approval, favorable terms for the purchase of NASW's limited partnership interest and has fully briefed and apprised the Council on the proposed purchase;

NOW THEREFORE BE IT RESOLVED that the Chief Executive Officer (CEO), or any officer of the Association he designates in writing, is hereby authorized, empowered and directed to negotiate, execute and deliver on behalf of the Association any and all agreements, instruments, certificates, notes and other documents necessary, or in such officer's discretion, appropriate to purchase NASW's limited partnership interest and to cause such entities to be created as are necessary to further the purposes herein, and the signature of the CEO or other officer designated in writing by the CEO, as the case may be, shall be conclusive evidence of the authority granted hereby on behalf of the Association; and

BE IT FURTHER RESOLVED that in the event the CEO or other officer designated in writing by the CEO requires additional or clarifying authority or direction to act on behalf of the Association in connection with the purchase of NASW's limited partnership interest, the Board of Directors is hereby fully empowered to exercise and grant such authority and direction in between meetings of the Council; and

BE IT FURTHER RESOLVED that any Bylaws and Rules of Procedure of the Association, including but not limited to, Article IV, Section 2 of the Bylaws of the Association and Section 30-1.4 of the Association's Rules, both regarding advance notice of Council action, insofar as they may be inconsistent with the actions and resolutions hereby adopted by the Council concerning purchase of NASW's limited partnership interest and other matters herein, are hereby suspended; and

BE IT FURTHER RESOLVED that the foregoing Resolutions concerning the purchase of NASW's limited partnership interest are hereby adopted and directed to be implemented notwithstanding any limitation that might otherwise apply under any investment policy or guideline of the Association, whether adopted by or pursuant to authority delegated from, the Council, the Board of Directors or any Committee of the Association.

In executive session, the Board voted to recommend that Council adopt the following resolution authorizing the purchase of Crow-677 Development Corporation's limited partnership interest in Square 677 #2 Limited Partnership and 10 G Street Limited Partnership:

WHEREAS

  • The Square 677 No. 2 Limited Partnership ("Square 677") owns the building located at 10 G Street N.E., Washington, D.C. (the "10 G Street NE Building"); and

  
 
WHEREAS

The 10 G Street Limited Partnership ("10 G") owns a 99% controlling interest in Square 677 and Crow-677 Development Corporation ("Crow") owns a 1% limited partnership interest in Square 677; and

  
 
WHEREAS

  • The American Psychological Association (the "Association") owns a 99% controlling interest in 10 G and Crow owns an 1% limited partnership interest in 10 G; and

  
 
WHEREAS

  • The Association or its designee has the right to purchase the interest of Crow in Square 677 for $100.00 and the right to purchase the interest of Crow in 10 G for $100.00; and

  
 
WHEREAS

  • The Council of Representatives of the Association (the "Council") at its meeting on this date has approved the purchase of Crow's 1% limited partnership interest in Square 677 by the Association or an affiliate for $100.00 and Crow's 1% limited partnership interest in 10 G by the Association or an affiliate for $100.00, which will ultimately give the Association and its affiliates a 100% controlling interest in Square 677 and 10 G; and

  
 
WHEREAS

  • At its meeting on this date the Council has been apprised by the Chief Financial Officer on the efforts and progress of the Association's officers and representatives, on behalf of the Association, to investigate, review, negotiate and secure, subject to the Council's approval, the purchase of Crow's limited partnership interest in Square 677 and 10 G, and has fully briefed and apprised the Council on the proposed purchase;

NOW THEREFORE BE IT RESOLVED that the Chief Executive Officer (CEO), or any officer of the Association he designates in writing, is hereby authorized, empowered and directed to negotiate, execute and deliver on behalf of the Association any and all agreements, instruments, certificates, notes and other documents necessary, or in such officer's discretion, appropriate to purchase Crow's limited partnership interest in Square 677 and 10 G and to cause such entities to be created as are necessary to further the purposes herein, and the signature of the CEO or other officer designated in writing by the CEO, as the case may be, shall be conclusive evidence of the authority granted hereby on behalf of the Association; and

BE IT FURTHER RESOLVED that in the event the CEO or other officer designated in writing by the CEO requires additional or clarifying authority or direction to act on behalf of the Association in connection with the purchase of Crow's limited partnership interest in Square 677 and 10 G, the Board of Directors is hereby fully empowered to exercise and grant such authority and direction in between meetings of the Council; and

BE IT FURTHER RESOLVED that any Bylaws and Rules of Procedure of the Association, including but not limited to, Article IV, Section 2 of the Bylaws of the Association and Section 30-1.4 of the Association's Rules, both regarding advance notice of Council action, insofar as they may be inconsistent with the actions and resolutions hereby adopted by the Council concerning purchase of NASW's limited partnership interest and other matters herein, are hereby suspended; and

BE IT FURTHER RESOLVED that the foregoing Resolutions concerning the purchase of such limited partnership interests are hereby adopted and directed to be implemented notwithstanding any limitation that might otherwise apply under any investment policy or guideline of the Association, whether adopted by or pursuant to authority delegated from, the Council, the Board of Directors or any Committee of the Association.