Board of Directors Approved Minutes: December 13-15, 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; Derek J. Snyder, MA (APAGS representative); incoming Board members Barry S. Anton, PhD; Paul L. Craig, PhD; Diane F. Halpern, PhD, Chris W. Loftis, MA (APAGS Representative).

Partial Attendance: Scotty S. Hargrove, PhD (Chair of the Committee on Accreditation); Ronald H. Rozensky, PhD (Chair of the Board of Educational Affairs)

Absent: None.


I. MINUTES OF MEETING

A.(1) The Board voted to approve the minutes of the September 21 & 22, 2002, and August 20 & 24, 2002, meetings of the Board of Directors.

II. ELECTIONS, AWARDS, MEMBERSHIP AND HUMAN RESOURCES

B.(2) The Board voted to request that 1) the 2003 Council be surveyed at the February 2003 Council meeting regarding voting patterns, preferences and barriers; 2) the Committee on the Structure of Council include information about voting and Council members' responsibility to vote at the Council orientation; 3) the President reinforce the responsibility to vote during the Council meeting.

The Board voted to reject a proposal to include an abstention option on APA election ballots.

C.(3) The Board voted to approve the programming of a Presidential Candidates Forum to be held at the APA convention, beginning with the 2003 convention in Toronto. The forum will be evaluated annually by the Board. The Board also approved the establishment of a Presidential Candidates website to include a photo, vita, statement and link to the website (if applicable) of each candidate. Approval of the site is the responsibility of the Election Committee.

D.(4) The Board voted to recommend that Council approve the inclusion of $83,800 in the 2003 Final Budget to fund special projects for membership recruitment and retention.

E.(5) The Board voted to reject a proposal to change the dual membership discount formula from 25% off basic dues to a flat $50 amount.

F.(5A) The Board voted to approve the establishment of Board subcommittee in 2003 to examine the election process. Members of the subcommittee will be appointed by Dr. Sternberg.

G. In executive session, the Board took action on the following appointments:

  1. Approved the appointments of Julia Ramos Grenier, PhD, Mark A. Small, JD, PhD, and Richard L. Wiener, PhD, to the Committee on Legal Issues for terms beginning 1/1/2003 and ending 12/31/2005.

  2. Approved the request to extend the term of one current member (Kristen Hancock, PhD) of the Committee on Professional Practice and Standards for one year.

  3. Approved the appointment of David E. Leary, PhD, to the History Oversight Committee for a term beginning 1/1/2003 and ending 12/31/2005.

  4. Approved the appointments to continuing committees for terms beginning 1/1/2003 and ending 12/31/2005. See Attachment A. Dr. Koocher abstained from voting on the continuing committee appointments.

  5. Approved the reappointment of Jocelyn Davis and the appointment of Sheila Roberts as non-voting investment advisors to the Finance Committee for terms beginning 1/1/2003 and ending 12/31/2005. Approved a special election slate to fill the seat vacated by Dr. Craig on the Finance Committee.

III. ETHICS

A.(24) The Board received information on the completion of the revision of APA's "Ethical Principles of Psychologists and Code of Conduct."

B. In executive session, the Board took action on nine ethics cases.

IV. BOARD OF DIRECTORS

A.(6) The Board voted to recommend that Council approve amending Association Rule 30-4.1 as follows (underlined material to be added):

30-4. NEW BUSINESS AND WITHDRAWAL

30-4.1. General procedures: New business shall ordinarily be referred to the appropriate
boards or committees to make recommendations at the next session of Council.

New business shall be reviewed by the lead board or committee in a timely way that allows other referral groups to review it prior to the next Council meeting. New business that has not been brought back to Council for action within 18 months of its submission shall be included in the Council agenda at the third Council meeting subsequent to its submission under a section titled, "Business Pending." Council will be provided the opportunity to discuss the matter and act on the item if it so chooses by voting to suspend Association Rule 30-1.4. Action may include approval, rejection, referral, postponement or withdrawal.

At the discretion of Council, the presiding officer shall have final authority to decide whether a newly introduced resolution involves new business or can be considered in relation to old business.

B.(7) The Board voted to approve the following meeting dates for 2004: February 18 & 19, April 16-18 (retreat), June 11-13, July 26 & 31, October 15-17 (retreat), December 10-12. The Board will consider the location for the April 2004 retreat at its February 2003 meeting.

C.(8) The Board voted to allocate $13,500 from its 2003 contingency fund and recommended that Council allocate $13,500 from its 2003 contingency fund to support two meetings of the APA Task Force on Governance.

D.(9) The Board voted to allocate $35,000 from the President's contingency fund to support the 2003 presidential initiatives on Unity, Psychology and Education, Combating Hate and Violence Through Wisdom, Prescription Privileges and the Review of Scientific Articles.

E.(25) The Board received as information summaries of those items to be included in the "Business Pending" section of the February 2003 Council agenda.

F.(26) The Board received as information a list of new business items to be forwarded to Council for withdrawal in February 2003.

G. Dr. Zimbardo provided the Board with an update on the development of his web-based compendium of psychological research that has made a significant difference to psychology and the plans to establish a Task Force on External Funding Sources for APA. Dr. Zimbardo informed the Board that requests for funding for the compendium and task force would be forwarded to the Board in February 2003. Dr. Zimbardo also provided the board with a summary of his presidential tenure activities.

H. In executive session, the Board took action on the following Psychology Defense Fund Cases:

Petition #2002-4: On recommendation of the Executive Management Group (EMG), the Board voted to grant $15,000 to Frank Masur, PhD, to support his ongoing lawsuit against a psychiatrist for interference with a business relationship.

Petition #2002-5: On recommendation of the EMG, the Board voted to grant $10,000 to Alan Gruber, DSW, PhD, to support continuation of a legal action against Medicare for its denial of coverage of psychological services to patients with severe dementia and retardation.

Petition #2002-6: On recommendation of the EMG, the Board voted against awarding a grant to P. Jeffrey Ewert, PhD.

V. DIVISIONS AND STATE AND PROVINCIAL ASSOCIATIONS

A. In executive session, the Board postponed to its February 2003 meeting the item, "Update on Division 12 and Related Issues."

VI. ORGANIZATION OF THE APA

No items.

VII. PUBLICATIONS AND COMMUNICATIONS

A.(9A) The Board voted to approve keeping the R&D fund as it is currently set (50% of Publication Manual revenues) for 2003 and beyond. The Board requested that the CEO provide the Board with a proposal regarding centralizing web operations.

VIII. CONVENTION AFFAIRS

A.(9B) The Board requested that the APA Insurance Trust be provided with its choice of space next to the APA Books exhibit.

B. In executive session, the Board postponed to its February 2003 meeting the item, "Convention Update."

IX. EDUCATIONAL AFFAIRS

A.(10) The Board voted to refer the item "Procedures for the Recognition of Specialties and Proficiencies in Professional Psychology" back to the Commission for the Recognition of Specialties and Proficiencies in Professional Psychology for consideration of the Board's suggested changes to the Procedures. The Board noted that suggested revisions to the Procedures should be brought to the Board before being sent out for public review.

B.(11) The Board voted to recommend that Council approve the continued recognition of Industrial and Organizational Psychology as a specialty in professional psychology

C.(12) The Board voted to recommend that Council approve the recognition of the Assessment and Treatment of Serious Mental Illness as a proficiency in professional psychology.

D.(13) The Board voted to recommend that Council approve the recognition of Sport Psychology as a proficiency in professional psychology.

E.(14) The Board discussed the item "BEA Review of Domain II of CoA."

F.(15) The Board discussed the item "BEA Advisory Council on Accreditation."

X. PROFESSIONAL AFFAIRS

A. The Board, on recommendation of the Board of Directors of the APA Practice Organization, voted to recommend that Council approve the following revision to the Bylaws of the Practice Organization (bracketed material to be deleted; underlined material to be added):

Article IV

Members

The Corporation shall have [no members] a category of members consisting of a single class of members, who are payers of the special assessment, titled, "Constituents". Constituents shall not have voting rights.

B. In executive session, the Board voted to 1) discontinue APA's participation in the APA/National Association of School Psychologists (NASP) Interorganizational Committee; and 2) encourage continued communication and cooperation with school psychology specialty organizations, including NASP, through alternative mechanisms, such as the Practice Directorate's Office of Policy and Advocacy in the Schools. The Board requested that Council be informed at its February 2003 meeting of the Board's action.

XI. SCIENTIFIC AFFAIRS

A.(16) The Board voted to recommend that the Council approve the revised CARE Guidelines for the Use of Animals in Behavioral Projects in Schools (K-12).

B. Dr. Zimbardo presented Meritorious Research Service awards to Sarah L. Friedman, PhD, of the National Institute of Child Health and Human Development and Joseph L. Young, PhD, of the National Science Foundation. The late Rodney R. Cocking, PhD, of the National Science Foundation, received the award posthumously at the August convention. Robert T. Croyle, PhD, of the National Cancer Institute and David Shurtleff, PhD, of the National Institute on Drug Abuse were recipients of the award but were not in attendance.

XII. PUBLIC INTEREST

A.(17) The Board voted to recommend that Council adopt the following resolution:

Resolution on the Maltreatment of Children with Disabilities

Note: Maltreatment includes physical, sexual, and emotional abuse, and neglect.

WHEREAS children with disabilities are a distinct high-risk group for abuse and neglect, and are on average two to three times more likely to be maltreated than are children without disabilities in their homes and in institutions (Sullivan & Knutson, 2000a);

WHEREAS an estimated 175,000 to 300,000 children with disabilities are maltreated each year (Westat, 1993);

WHEREAS disability includes mental retardation and developmental disabilities, learning disabilities, chronic conditions such as juvenile rheumatoid arthritis, HIV/AIDS, and diabetes, speech and language difficulties, physical and orthopedic disabilities, deafness and hearing impairment, visual impairment, and autism (Sullivan & Knutson, 2000a);

WHEREAS the knowledge base on maltreatment of children with disabilities is limited because of the small number of studies, and even more so with regard to the differential impact of race and ethnicity, gender, sexual orientation, or immigration status (Robin et al., 1997; Sedlak & Broadhurst, 1996; Sullivan & Knutson, 1998; Urquiza & Goodlin Jones, 1994);

WHEREAS disability status was not included in the most recent congressionally mandated National Incidence Study of Child Abuse and Neglect (NIS-3), even after the second National Incidence Study (NIS-2) reported that children with disabilities were at increased risk of both abuse and neglect (Westat, 1993);

WHEREAS states are not required to collect data on disability status under the Child Abuse Prevention and Treatment Act (CAPTA; Department of Health & Human Services, 2001), and only 19 states currently collect it in their Central Registries of child abuse and neglect cases (NCCAN, 2001);

WHEREAS data on disability status in state Central Registries, and in national incidence studies of child abuse and neglect, would facilitate research on maltreatment of children with disabilities (Sullivan & Knutson, 1998);

WHEREAS parents of children with disabilities are more likely to report high levels of stress, depression and anger (Little, in press-a);

WHEREAS children with multiple disabilities are at higher risk of abuse and neglect than children with single disabilities (Benedict, White, Wulff, & Hall, 1990; Sullivan & Knutson, 2000a);

WHEREAS children with schizophrenia, affective disorder, anxiety disorder, conduct disorders, and autism are at particularly high risk, being seven times more likely to be abused and neglected than their non-disabled counterparts (Council on Children with Behavioral Disorders, 2000; Sullivan & Knutson, 2000a);

WHEREAS support for parents of children with disabilities has been found to facilitate attachment, and lessen parental stress, anger, and depression (Capuzzi, 1989; Kendall-Tackett with Kantor, 1993);

WHEREAS there is an increased need for accessible, culturally competent, scientifically-proven services that are sensitive to youth and family strengths and needs (Report of the Surgeon General's Conference on Children's Mental Health, 2000);

WHEREAS there is currently little coordination between child protective services and organizations that provide services to children with disabilities (Goldson, 1998);

WHEREAS this lack of coordination results in critical gaps in the provision of services to maltreated children with disabilities (Oregon Institute on Disability and Development, 2000).

WHEREAS all children, including those with disabilities, are entitled to care and out-of-home placement that takes into account their culture, ethnicity and disability status (Council for Children with Behavioral Disorders, 2002; Indian Child Welfare Act);

WHEREAS formal partnerships among federal agencies, professional associations, and families and caregivers would facilitate the transfer of knowledge among research, practice, and policy related to children's mental health (Report of the Surgeon General's Conference on Children's Mental Health, 2000);

THEREFORE BE IT RESOLVED that the American Psychological Association:

Recommends the inclusion of disability status in the Child Abuse Registry of all states, and in all national incidence studies of child abuse and neglect;

Recommends support services for families aimed at addressing anger, stress and depression, especially for those families with children at particularly high risk;

Strongly encourages research to clarify the current state of knowledge, identify risk factors, identify the multiple-service needs of children with disabilities and their families, and to track these children as they move through the foster care system (i.e., from family-to-family and from school-to-school);

Strongly encourages collaboration between professionals in the child maltreatment and disability communities (e.g., lawyers, child advocates, mental health professionals), and dissemination of research on the special needs of maltreated children with disabilities to both of these groups and to education and training programs in psychology;

Strongly encourages the development of culturally relevant prevention and treatment models that provide comprehensive child protection and care for maltreated children with disabilities, and dissemination of these models to education and training programs in psychology.

REFERENCES

Benedict, M.I., White, R.B., Wulff, L.M., & Hall, B.J. (1990). Reported maltreatment of children with multiple disabilities. Child Abuse & Neglect, 14, 207-217.

Capuzzi, C. (1989). Maternal attachment to handicapped infants and the relationshipto social support. Research in Nursing and Health, 12, 161-167.

Council for Children with Behavioral Disorders. (2000). Position paper on terminologyand definition of emotional or behavioral disorders. www.ccbd.net. (Retrieved 4/25/02).

Council for Children with Behavioral Disorders. (2002). Council for Children withBehavior Disorders Fact Sheets on Overrepresentation of Ethnic Minorities in Special Education. www.ccbd.net. (Retrieved 4/25/02).

Goldson, E. (1998). Children with disabilities and child maltreatment. Child Abuse & Neglect, 22, 663-667.

Indian Child Welfare Act. U.S. Code Title 25, Chapter 21. Legal Information Institute.www.law.cornell.edu/uscode. (Retrieved 4/23/02).

Kendall-Tackett, K.A. & Kantor, G.K. (1993). Postpartum depression: a comprehensive approach for nurses. Newbury Park, CA: Sage.

Little, L. (submitted for publication). Maternal stress, maternal discipline, and peer victimization of children with Asperger-Spectrum Disorders: Building ecological frameworks.

National Clearinghouse on Child Abuse and Neglect Information (2001). The risk and prevention of maltreatment of children with disabilities. www.calib.com/nccanch/pubs/prevenres/focus.cfm.

Oregon Institute on Disability and Development. (2000). Every child special-every child safe: Protecting children with disabilities from maltreatment: A call to action. http://www.ohsu.edu/cdrc/oaks/.

Robin, R.W., Chester, B., Rasmussen, J.K., Jaranson, J.M., & Goldman, D. (1997). Prevalence, characteristics, and impact of childhood sexual abuse in a Southwestern American Indian tribe. Child Abuse and Neglect, 21, 769-787.

Sedlak, A., & Broadhurst, D.D. (1996). Third National Incidence Study of Child Abuse and Neglect: Final Report. Washington, D.C.: U.S. Dept. of Health and Human Services.

Sullivan, P.M., & Knutson, J.F. (1998). The association between child maltreatment and disabilities in a hospital-based epidemiological study. Child Abuse & Neglect, 22, 271-288.

Sullivan, P.M. & Knutson, J.F. (2000a). Maltreatment and disabilities: A population-based epidemiological study. Child Abuse & Neglect, 24, 1257-1274.

Sullivan, P.M. & Knutson, J.F. (2000b). The prevalence of disabilities and maltreatment among runaway children. Child Abuse & Neglect, 24, 1275-1288.

Urquiza, A.J., & Goodlin-Jones, B.L. (1994). Child sexual abuse and adult revictimizationwith women of color. Violence and Victims, 9, 223-232.

U.S. Department of Health and Human Services (2001). CAPTA Required Data Items. www.acf.dhhs.gov

U.S. Public Health Service (2000). Report of the Surgeon General's Conference onChildren's Mental Health: A National Action Agenda. Washington DC: U.S. Dept. of Health and Human Services.

Westat, Inc. (1993). A report on the maltreatment of children with disabilities. Washington, DC: National Center on Child Abuse and Neglect.

B.(18) The Board voted to approve the following motion:

At the next mid-winter Council meeting, the agenda shall include a workshop guided by appropriate trainers (professionals in psychology) to help Council members examine issues of their own cultural/ethnic sensitivity, competency and their sub-cultural groups (race, ethnicity, age, gender, sexual orientation, religion, socioeconomic status). That APA reference the Multicultural Guidelines, Guidelines for Psychotherapy with Lesbian, Gay, and Bisexual Clients, and other relevant guidelines to inform this process. The goals/purpose of such a workshop will be to improve self-awareness of Council members regarding these issues and facilitate recognition of these issues in the ongoing processes of Council.

C.(19) The Board voted to recommend that Council the following amendments to the Association Rules to sunset the Committee on Urban Initiatives (bracketed material to be deleted):

[150-7. COMMITTEE ON URBAN INITIATIVES

150-7.1 There shall be a Committee on Urban Initiatives that shall seek: (1) to contribute to a greater understanding and amelioration of those problems associated with urban life; (2) to promote and sustain those aspects of urban life that enhance individual and societal growth, development and well being; and (3) to encourage research, training and practice related to urban initiatives. The committee will pursue its mission through the identification, integration and distribution of scientific research and professional and community knowledge regarding those domains in which psychologists have demonstrated particular expertise: the family, the schools, the community and the work environment. The committee on Urban Initiatives shall seek to address issues of public policy and affect scientific research and professional practice with the intent of enhancing the quality of life for urban residents.

The Committee on Urban Initiatives shall be elected by and report to Council through the Board for the Advancement of Psychology in the Public Interest and shall consist of six Members of the Association, each serving staggered terms of three years, plus one public member who may or may not be an APA member. The public member shall be appointed by the Board for the Advancement of Psychology in the Public Interest and shall also serve a three year term.]

Section 150-8 will be renumbered as 150-7.

50-5. LIST OF CONTINUING COMMITTEES

50-5.1 The list below presents APA continuing committees and their reporting lines.

Reporting directly to Council

Structure and Function of Council

Reporting through the Board of Directors

Constitutional Issues
International Relations in Psychology
Advancement of Professional Practice
American Psychological Association of Graduate Students
Commission for the Recognition of Specialties and Proficiencies in Professional Psychology
Agenda Planning Group
Division/APA Relations

Reporting through the Publications and Communications Board

Council of Editors

Reporting through the Board of Educational Affairs

Accreditation
Continuing Professional Education
Education and Training Awards
Committee of Teachers of Psychology in Secondary Schools
Committee of Psychology Teachers at Community Colleges

Reporting through the Board of Professional Affairs

Professional Practice and Standards

Reporting through the Board of Scientific Affairs

Animal Research and Ethics
Psychological Tests and Assessment
Scientific Awards

Reporting through the Board for the Advancement of Psychology in the Public Interest

Women in Psychology
Psychology in the Public Interest Award
Lesbian, Gay and Bisexual Concerns
Disability Issues in Psychology
Children, Youth, and Families
Ethnic Minority Affairs
[Urban Initiatives]
Aging

Reporting through the Committee for the Advancement of Professional Practice

Committee on Rural Health

110-14. RULES GOVERNING SIMULTANEOUS SERVICE ON BOARDS AND COMMITTEES

110-14.1 Members shall not serve simultaneously on any of the following governance groups, except as ex-officio (non-voting) members or if other exceptions are provided below.

Boards

Advancement of Psychology in the Public Interest
Convention Affairs
Educational Affairs
Policy and Planning
Publications and Communications
Professional Affairs (except that one member is also a member
of the Committee on Professional Practice and Standards)
Scientific Affairs

Committees

Accreditation
Advancement of Professional Practice
Aging
Animal Research and Ethics
Children, Youth and Families
Continuing Professional Education
Disability Issues in Psychology
Division/APA Relations
Employment and Human Resources
Ethics
Ethnic Minority Affairs
Finance
International Relations in Psychology
Legal Issues (ad hoc)
Lesbian, Gay and Bisexual Concerns
Membership
Professional Practice and Standards (except that one member is
also a member of the Board of Professional Affairs)
Psychology and AIDS (ad hoc)
Public Information
Rural Health
Structure and Function of Council
Psychological Tests and Assessment
Psychology Teachers at Community Colleges
Teachers of Psychology in Secondary Schools
Women in Psychology
[Urban Initiatives]

Other

Commission for the Recognition of Specialties and Proficiencies in Professional Psychology

The Board commended the Committee on Urban Initiatives for bringing forth its request to be sunset.

D.(20) The Board voted to recommend that Council approve the following motion:

The Council of Representatives approves the establishment of a Task Force on Urban Psychology and the inclusion of $7,500 in the 2003 Final Budget for one meeting of the Task Force in 2003. The members of the Task Force will be appointed by the Board for the Advancement of Psychology in the Public Interest to serve for a 1-year term (ending December 31, 2003). The Task Force will be sunset at the end of 2003.

The Board also recommended that a request for $4,000 from the Board's 2003 contingency fund to cover the cost of printing and mailing the report of the Task Force on Urban Psychology be forwarded to the Board in February 2003.

E.(20A) The Board discussed the report of the Task Force on Advertising and Children. The Board appointed a subcommittee of the Board (Drs. Anton, Halpern, Johnson, Koocher, Nordal, Overmier and Chris Loftis) to work with the Task Force to address issues raised during the Board's discussion. The Board requested that the subcommittee report back to the Board no later than February 2003.

XIII. ETHNIC MINORITY AFFAIRS

No items.

XIV. INTERNATIONAL AFFAIRS

A.(21) The Board voted to postpone the item "Amendment to Association Rule 90-3.1: Committee on International Relations in Psychology" until it receives a report from the newly established Task Force on Governance.

XV. CENTRAL OFFICE

No items.

XVI. FINANCIAL AFFAIRS

A.(22) The Board voted to recommend that Council approve the following motion:

Council approves the 2003 Final Budget calling for a surplus of $385,300. Furthermore, the Council authorizes the CEO to do what is necessary throughout 2003 to ensure that the net from operations stays within the parameters provided for in the 2003 Final Budget.

The Board requested that the CEO & CFO come back to the Board in February 2003 with a plan to achieve a balanced budget for 2004 and beyond.

B.(23) The Board voted to recommend that Council approve the following Association Rules changes (bracketed material to be deleted; underlined material to be added):

201-2. BUDGET

210-2.1 In the financial policy of the APA, a distinction shall be made between general programs, direct service programs, and support functions.

General programs (e.g. scientific affairs, public affairs) shall be supported by the dues of the membership and by any surplus of income over expenses generated form the direct service programs. General programs do not render a direct service but rather are activities that are intended to benefit psychology as a whole.

A direct service program provides to individuals or organizations a product, benefit, or service for a fee. [Each direct service program (e.g. Convention, Continuing Professional Education, and Communications) shall have their specific financial goals set annually by the chief executive officer during the budget process but shall be expected to at least produce an excess over expenses.] The goals for each current direct service program are as follows:

Convention Goal: to produce a 12% profit (over allocations) annually over time.

Sponsor Approval Goal: to produce a 10% profit (over allocations) annually over time.

CE Credit Programs Goal: to produce a 5% profit (over allocations) annually over time and that the least profitable activities are considered for elimination if it is deemed necessary to meet the established goal.

Communications Goal: shall be set annually by the Chief Executive Officer during the budget process.

C.(23A) The Board voted to adopt the following resolution authorizing certain persons to act on behalf of the APA as owner of the APA 750 LLC:

WHEREAS the Board of Directors is the administrative agent of the Council of Representatives and is charged with exercising general supervision over the affairs of the American Psychological Association (the "Association") under Article VII of the APA Bylaws; and

WHEREAS the Association is the owner of the APA 750 LLC ("750 LLC"); and

WHEREAS 750 LLC owns the building at 750 First Street NE, Washington, DC, (the "Building"); and

WHEREAS the Association, as owner, is responsible for the day to day operations of 750 LLC and the Building;

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ASSOCIATION THAT:

The Board of Directors delegates to the Executive Vice President/Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, or in their absence, their designee in writing, on the Association's behalf as owner of 750 LLC, to enter into and execute contracts and subcontracts, the coordination of all construction, leasing, management, administrative and operational functions relating to the Building and the other business of the 750 LLC, except for the sale of the Building or any portion of the Association's interest therein or any refinancing, which actions shall require a resolution of the Board of Directors and/or the Council of Representatives. In addition, the Board of Directors authorizes the Finance Department staff to perform such accounting functions, including the execution of checks, as may be necessary to implement the above. All such actions shall be subject to and in compliance with the APA 750 LLC Operating Agreement.

D.(23B) The Board voted to adopt the following resolution authorizing certain persons to act on behalf of the APA as owner of the APA Ten G LLC:

WHEREAS the Board of Directors is the administrative agent of the Council of Representatives and is charged with exercising general supervision over the affairs of the American Psychological Association (the "Association") under Article VII of the APA Bylaws; and

WHEREAS the Association is the owner of the APA Ten G LLC ("Ten G LLC"); and

WHEREAS Ten G LLC owns the building at Ten G Street NE, Washington, DC, (the "Building"); and

WHEREAS the Association, as owner, is responsible for the day to day operations of Ten G LLC and the Building;

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ASSOCIATION THAT:

The Board of Directors delegates to the Executive Vice President/Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, or in their absence, their designee in writing, on the Association's behalf as owner of Ten G LLC, to enter into and execute contracts and subcontracts, the coordination of all construction, leasing, management, administrative and operational functions relating to the Building and the other business of the Ten G LLC, except for the sale of the Building or any portion of the Association's interest therein or any refinancing, which actions shall require a resolution of the Board of Directors and/or the Council of Representatives. In addition, the Board of Directors authorizes the Finance Department staff to perform such accounting functions, including the execution of checks, as may be necessary to implement the above. All such actions shall be subject to and in compliance with the APA Ten G LLC Operating Agreement.

E.(27) The Board received as information the Finance Committee's report on the employee compensation package.

F. On its November 12, 2002, conference call, the Board voted to approve the following resolution regarding the refinancing of 10 G Street, NE:

WHEREAS the Board of Directors (the "Board") is the administrative agent of the Council of Representatives (the "Council") and is charged with exercising general supervision over the affairs of the American Psychological Association, Inc. (the "Association") under Article VII of the Association's bylaws; and

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

WHEREAS Square 677 No. 2 proposes to merge (the "Merger") with and into APA Ten G LLC ("APA Ten G") pursuant to the Merger Documents (defined below); and

WHEREAS as a consequence of the Merger, APA Ten G, as the surviving entity, will own the Building; and

WHEREAS the Association will own directly and indirectly one hundred percent (100%) of the interests in APA Ten G (and currently owns directly and indirectly one hundred percent (100%) of the interests in Square 677 No. 2); and

WHEREAS John Hancock Real Estate Finance, Inc. (the "Bank") has offered to provide a long-term conventional loan to APA Ten G in the principal aggregate amount of up to $43,000,000 (the "Loan"); and

WHEREAS, the Loan is contingent on the Association guaranteeing APA Ten G's non-recourse carveout obligations to the Bank with respect to the Loan (the "Guaranty"); and

WHEREAS, the Board finds and determines that it is advisable and in the best interests of Square 677 No. 2 and the Association to proceed with the Guaranty; and

WHEREAS, the Loan will be evidenced by various basic documents, including, without limitation, a guaranty agreement (collectively, the "Basic Documents"), which the Association on behalf of itself proposes to approve and/or execute and deliver in connection with the Loan; and

WHEREAS, the Board has determined that it is reasonable, advisable and in the best interests of the Association, APA Ten G and Square 677 No. 2 for the Association to proceed with the Guaranty; and

WHEREAS, the Board has authorized either of the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer of the Association (collectively, the "Authorized Officers") to execute the Merger Documents (defined below), the Guaranty and the Basic Documents (the "Documents") on behalf of the Association and, as appropriate, on behalf of APA Ten G and Square 677 No. 2, in an appropriate form that is acceptable for the purposes intended; and

WHEREAS, the Board has determined that it is reasonable, advisable and in the best interests of the Association, APA Ten G and Square 677 No. 2 to approve and implement the Merger.

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors of the American Psychological Association, having waived all notice of time, date, purpose and manner of meeting, adopts the following resolutions:

RESOLVED: That either of the Authorized Officers on behalf of the Association, APA Ten G and Square 677 No. 2 is authorized to execute and deliver the following documents (collectively, the "Merger Documents") or any other document which either such Authorized Officer deems necessary or appropriate with respect to the Merger, such documents to be in form, substance and content as may be approved by such Authorized Officer, execution and delivery of the documents by an Authorized Officer to be conclusive evidence of such approval:

  1. Articles and Certificate of Organization of APA Ten G LLC, to be filed with the Delaware Secretary of State; and

  2. Articles of Merger between Square 677 No. 2 Limited Partnership, as Merging Company, and APA Ten G LLC, as Surviving Company, to be filed with the Delaware Secretary of State and to be filed with the District of Columbia Department of Consumer and Regulatory Affairs and intended to be effective as of November 15, 2002; and

  3. LLC Operating Agreement of APA Ten G LLC, to be signed by APA G Street Corporation as Managing Member; and

  4. Certificate of Incorporation of APA G Street Corporation, to be filed with the Delaware Secretary of State; and

  5. Bylaws of APA G Street Corporation; and

  6. Confirmatory Deed, documenting the vesting in the Surviving Company of said interests in land; and

  7. Such other documents and agreements as either of the Authorized Officers, in his sole discretion, determines to be appropriate, said determination of appropriateness to be conclusively established by his signature thereon.

FURTHER RESOLVED: That the Board of Directors of APA G Street Corporation shall consist of (a) the President/Chief Executive Officer of APA G Street Corporation (who is also the Executive Vice President/Chief Executive Officer of the Association); (b) the Vice President/Chief Financial Officer of APA G Street Corporation (who is also the Vice President/Chief Financial Officer of the Association); (c) the Chief Operating Officer of APA G Street Corporation (who is also the Chief Operating Officer of the Association); and (d) one independent director, which shall initially be CT Corporation or its affiliate.

FURTHER RESOLVED: That in the event that The Bank of New York, as Note Trustee, approves a Second Amendment to Trust Agreement (the "Amendment"), either of the Authorized Officers is authorized to execute and deliver such Amendment to authorize the defeasance in whole or in part of the Association's outstanding note.

FURTHER RESOLVED: That the advances made by the Association to Square 677 No. 2 (or its successor, APA Ten G) prior to the date hereof shall be contributed by the Association to APA Ten G as of November 14, 2002.

FURTHER RESOLVED: That either of the Authorized Officers is authorized to execute and deliver, on behalf of the Association, APA Ten G and Square 677 No. 2, the Basic Documents and the Guaranty, each intended to be effective as of November 15, 2002.

FURTHER RESOLVED: That any and all actions of the Association on its own behalf and on behalf of Square 677 No. 2 previously taken in connection with the Merger and the Guaranty are hereby approved, authorized, ratified and confirmed.

FURTHER RESOLVED: That the form and content of the Documents and the transactions to be effected by the Documents are in all respects authorized, approved and confirmed.

FURTHER RESOLVED: That, for the purposes of these Resolutions, Skipwith C. Calvert be appointed Assistant Secretary of the Association.

FURTHER RESOLVED: That either of the Authorized Officers is hereby authorized and directed to take any action and to execute and deliver any and all documents as may be necessary or desirable to facilitate the purposes of these Resolutions, including the execution of the Documents, any contracts and related documents in connection with the refinancing of the Building.

FURTHER RESOLVED: That the Board hereby authorizes, ratifies, confirms and approves all actions of the Association on its own behalf and on behalf of Square 677 No. 2 and all actions of all officers and management of the Association previously taken on behalf of the Association on its own behalf and on behalf of APA Ten G and Square 677 No. 2 in connection with the Merger.

FURTHER RESOLVED: That either of the Authorized Officers is authorized to agree to, and to execute and/or attest and deliver, for and on behalf of the Association on its own behalf and on behalf of Square 677 No. 2 and APA Ten G, as appropriate, such other documents, agreements and instruments effectuating changes, modifications, or amendments to the Documents and any and all other certificates, agreements, instruments and documents related to the Merger, the Loan and the Guaranty as each, in his sole and absolute discretion, from time to time deems necessary, desirable, advisable or appropriate and in the best interests of APA Ten G, Square 677 No. 2 or the Association; his execution and/or attestation of such documents, certificates, agreements and instruments with any such changes, modifications and amendments shall constitute conclusive evidence that the same are in the best interests of APA Ten G, Square 677 No. 2 or the Association, and all such changes, modifications, amendments, instruments, certificates, agreements and documents shall be binding upon APA Ten G, Square 677 No. 2 and the Association, as appropriate.

FURTHER RESOLVED: That either of the Authorized Officers is authorized to agree to, and to execute and/or attest and to deliver, for and on behalf of the Association on its own behalf and on behalf of APA Ten G, Square 677 No. 2, as appropriate, any and all additional agreements, certificates, documents, instruments, opinions, letters and other papers (including, without limitation, security agreements, chattel mortgages, financing statements and other like documents necessary to create and maintain security interests in monies and revenues pledged as security for the Loan) as they, in their sole and absolute discretion, from time to time determine to be necessary, desirable, advisable or appropriate and in the best interests of APA Ten G, Square 677 No. 2 and the Association to implement and carry out the intent and purpose of this Resolution and to complete the Merger and the Guaranty (the "Other Documents"); his execution and/or attestation of such Other Documents to constitute conclusive evidence of such determination and all such changes, modifications, amendments, instruments, certificates, agreements and documents shall be binding upon APA Ten G, Square 677 No. 2 and the Association, as appropriate.

FURTHER RESOLVED: That either of the Authorized Officers is authorized, empowered and directed to perform all other acts and to do all other things and to execute and/or attest all such documents for and on behalf of the Borrower as he in his sole and absolute discretion, from time to time determines to be necessary, desirable, advisable or appropriate and in the best interests of APA Ten G, Square 677 No. 2 and the Association to comply with the provisions of the Documents as executed and as amended from time to time, and of the Other Documents, to implement and carry out the intent and purpose of this Resolution and to complete the Merger, the Loan and the Guaranty.

FURTHER RESOLVED: That the Association and each of its officers is hereby authorized and directed to cause the APA Ten G, Square 677 No. 2 and the Association, as appropriate, to perform each and every one of its obligations, undertakings, covenants, commitments, representations and agreements arising under the Merger Documents, the Documents, the Other Documents and all other documents, instruments, agreements and certificates executed and delivered in connection with or under the authority of this Resolution, all as amended from time to time.

FURTHER RESOLVED: That either of the Authorized Officers is authorized and empowered to perform all other acts and to do all other things as he, from time to time, deems necessary, desirable, advisable or appropriate in the best interest of the Association on its own behalf and on behalf of APA Ten G, Square 677 No. 2, as appropriate, to implement and carry out the intent and purpose of these Resolutions.

FURTHER RESOLVED: That the provisions of this Resolution shall be separable and if any section, phrase or provision of this Resolution shall for any reason be declared invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Resolution.

FURTHER RESOLVED: That these Resolutions shall be effective as of November 14, 2002.

G. On its November 12, 2002, conference call, the Board voted to approve the following resolution regarding the refinancing of 750 First Street, NE:

WHEREAS the Board of Directors (the "Board") is the administrative agent of the Council of Representatives (the "Council") and is charged with exercising general supervision over the affairs of the American Psychological Association, Inc. (the "Association") under Article VII of the Association's bylaws; and

WHEREAS the G Place Limited Partnership ("G Place") owns the Association's headquarters building located at 750 First Street, N.E., Washington, D.C., consisting of approximately 350,000 square feet (the "Headquarters Building"); and

WHEREAS G Place proposes to merge (the "Merger") with and into APA 750 LLC ("APA 750") pursuant to the execution and implementation of the Merger Documents (defined below); and

WHEREAS as a consequence of the Merger, APA 750 will own the Headquarters Building; and

WHEREAS the Association will own directly and indirectly one hundred percent (100%) of the interests in APA 750 (and currently owns directly and indirectly one hundred percent (100%) of the interests in G Place); and

WHEREAS there is an existing loan encumbering the Headquarters Building (the "Existing Loan"); and

WHEREAS Bank of America, N.A. (the "Bank") has offered to provide the following to or for the account of APA 750:

  1. a Direct Pay Letter of Credit to provide for the defeasance of APA's $25,000,000 original principal amount of 7.76% Series B Senior Secured Notes due July 1, 2012 (the "B Notes"); and

  2. long-term conventional financing in a principal amount which, when combined with the Initial Loan (described below) and the principal amount of the B Notes defeased, equals $77,000,000 (the "Long-Term Loan") for the Headquarters Building; and

  3. interim financing for the Headquarters in a principal amount which, when combined with the Long-Term Loan and the principal amount of the B Notes defeased, equals $77,000,000 (the "Initial Loan" and collectively with the Long-Term Loan, the "Loans"); and

WHEREAS the Board finds and determines that it is advisable and in the best interests of G Place, APA 750 and the Association to proceed with the above-mentioned transactions, including the defeasance of the B Notes and the use of the proceeds of the Loans to refinance APA's obligations in connection with its 7.56 Percent Series A Senior Secured Notes in the principal amount of $82,000,000 (including the applicable prepayment penalty) and the B Notes, as applicable (collectively, the "Proposed Financing"); and

WHEREAS the Proposed Financing will be evidenced by various basic documents, including, without limitation, a deed of trust (collectively, the "Basic Documents"), which the Association on behalf of itself, G Place and APA 750, as appropriate, proposes to approve and/or execute and deliver in connection with the Proposed Financing; and

WHEREAS the Board has determined that it is reasonable, advisable and in the best interests of the Association and APA 750 (and its predecessor, G Place) for the Association, G Place and/or APA 750 to enter into one or more interest rate swap transactions (a "Hedge"), pursuant to an existing International Swap Dealers Association (ISDA) Master Agreement and a Schedule previously authorized by the Board, which Hedges are to be provided by the Bank. In connection with the Hedges, the Association on its own behalf and on behalf of APA 750 (and its predecessor, G Place) proposes to ratify and approve and execute and deliver a confirmation and the ISDA Master Agreement and Schedule (the "Hedge Documents") to effectuate one or more swaps with respect to all or a portion of the variable interest rate obligations of the APA 750 (or its predecessor, G Place) to be incurred in the Proposed Financing such that the APA 750 (or its predecessor, G Place) will pay a fixed interest rate not in excess of six percent (6%) per annum calculated on a notional amount of no more than $77,000,000 for a term of not greater than twenty-five (25) years. The Hedges may consist of two or more portions ("traunches") for so long as the weighted average interest rate is not in excess of six percent (6%) per annum; and

WHEREAS the Board has determined that it is reasonable, advisable and in the best interests of the Association and APA 750 (and its predecessor, G Place) for the Association to guarantee APA 750's (and its predecessor, G Place's) obligations to the Bank in connection with the Hedges and in connection with the Proposed Financing (the "Guaranty"); and

WHEREAS the Board has authorized the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer to execute the Merger Documents (defined below), Basic Documents and Hedge Documents (the "Documents") in an appropriate form that is acceptable for the purposes intended; and

WHEREAS the Board has determined that it is reasonable, advisable and in the best interests of the Association, APA 750 and G Place to approve and implement the Merger.

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors of the American Psychological Association, having waived all notice of time, date, purpose and manner of meeting, adopts the following resolutions:

RESOLVED: That the Board has determined that it advisable and in the best interests of the Association, G Place and APA 750 to proceed with and/or ratify the Proposed Financing, the Hedges and the Guaranty as of November 15, 2002.

FURTHER RESOLVED: That the Board has determined that it advisable and in the best interests of the Association, G Place and APA 750 for the Association to form and become Sole Member of APA 750.

FURTHER RESOLVED: That the Board has determined that it advisable and in the best interests of the Association, G Place and APA 750 for the Association to enter into or cause G Place and/or APA 750 and/or other persons to enter into the following documents and agreements to effect the Merger (collectively, the "Merger Documents"):

  1. Articles and Certificate of Organization of APA 750 LLC, to be filed with the Delaware Secretary of State; and

  2. Articles of Merger between G Place Limited Partnership, as Merging Company, and APA 750 LLC, as Surviving Company, to be filed with the Delaware Secretary of State and to be filed with the District of Columbia Department of Consumer and Regulatory Affairs and intended to be effective as of November 15, 2002; and

  3. LLC Operating Agreement of APA 750 LLC, to be signed by American Psychological Association as Sole Member; and

  4. Confirmatory Deed, documenting the vesting in the Surviving Company of said interests in land; and

  5. Such other documents and agreements as an authorized officer of the Association, in his or her sole discretion, determines to be appropriate, said determination of appropriateness to be conclusively established by his or her signature thereon.

FURTHER RESOLVED: That in the event that The Bank of New York, as Note Trustee, approves a Second Amendment to Trust Agreement (the "Amendment"), either of the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized to execute and deliver such Amendment to authorize the defeasance in whole or in part of the Association's outstanding note.

FURTHER RESOLVED: That the Association, on behalf of itself, G Place and APA 750 is authorized to execute (or have executed on its behalf by its duly authorized representative) and deliver the Merger Documents any other document which the Association deems necessary or appropriate with respect to the Merger, such documents to be in form, substance and content as may be approved by the Association, execution and delivery of the documents by an authorized officer of the Association to be conclusive evidence of such approval.

FURTHER RESOLVED: That the Board has determined that it is reasonable, advisable and in the best interests of the Association, G Place and APA 750 that the Association ratify and confirm its sole and independent obligation to pay to the National Association of Social Workers, under certain circumstances, an amount measured by reference to an agreed upon portion of the net proceeds of sale or disposition of the Headquarters Building realized by APA 750 (or its predecessor, G Place) as of the date of such sale or disposition up to the end of the lease period prior to January 31, 2017.

FURTHER RESOLVED: That the Board has determined that it is reasonable, advisable and in the best interests of the Association, G Place and APA 750 that the advances made by the Association to APA 750 (or its predecessor, G Place) prior to the date hereof be converted from debt to equity in APA 750 as of November 14, 2002.

FURTHER RESOLVED: That the Board has determined that it is reasonable, advisable and in the best interests of the Association, G Place and APA 750 for the Association, on its own behalf and on behalf of APA 750 (or its predecessor, G Place), as appropriate, (i) to enter into the Hedges, (ii) to ratify and approve and execute and deliver the Hedge Documents, and (iii) to enter into the Basic Documents and the Guaranty, all intended to be effective as of November 15, 2002.

FURTHER RESOLVED: That any and all actions of the Association on its own behalf and on behalf of APA 750 (or its predecessor, G Place) previously taken in connection with the Merger, the Proposed Financing, the Hedges, the Hedge Documents and the Guaranty are hereby approved, authorized, ratified and confirmed.

FURTHER RESOLVED: That the form and content of the Documents and the transactions to be effected by the Documents are in all respects authorized, approved and confirmed.

FURTHER RESOLVED: That, for the purposes of the Proposed Financing and these Resolutions, Skipwith C. Calvert be appointed Assistant Secretary of the Association.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is hereby authorized and directed to take any action and to execute and deliver any and all documents as may be necessary or desirable to facilitate the purposes of these Resolutions, including the execution of the Documents, any contracts and related documents in connection with the renovation or refinancing of the Headquarters Building and any loan documents or other evidence of indebtedness by which the Association, G Place and/or APA 750 incurs any debt liability.

FURTHER RESOLVED: That the Board hereby authorizes, ratifies, confirms and approves all actions of the Association on its own behalf and on behalf of APA 750 (and its predecessor, G Place) and all actions of all officers and management of the Association previously taken on behalf of the Association on its own behalf and on behalf of APA 750 (and its predecessor, G Place) in connection with the Merger, the Proposed Financing, the Guaranty or the Hedges.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized to agree to, and to execute and/or attest and deliver, for and on behalf of the Association on its own behalf and on behalf of G Place or APA 750, as appropriate, such other documents, agreements and instruments effectuating changes, modifications, or amendments to the Documents and any and all other certificates, agreements, instruments and documents related to the Merger, the Proposed Financing, the Loans, the Guaranty and the Hedges as he, in his sole and absolute discretion, from time to time deems necessary, desirable, advisable or appropriate and in the best interests of G Place, APA 750 or the Association; his execution and/or attestation of such documents, certificates, agreements and instruments with any such changes, modifications and amendments shall constitute conclusive evidence that the same are in the best interests of G Place, APA 750 or the Association, and all such changes, modifications, amendments, instruments, certificates, agreements and documents shall be binding upon G Place, APA 750 and the Association, as appropriate.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized to agree to, and to execute and/or attest and to deliver, for and on behalf of the Association on its own behalf and on behalf of G Place and APA 750, as appropriate, any and all additional agreements, certificates, documents, instruments, opinions, letters and other papers (including, without limitation, security agreements, chattel mortgages, financing statements and other like documents necessary to create and maintain security interests in monies and revenues pledged as security for the Loans) as they, in their sole and absolute discretion, from time to time determine to be necessary, desirable, advisable or appropriate and in the best interests of G Place, APA 750 and the Association to implement and carry out the intent and purpose of this Resolution and to complete the Merger, the Proposed Financing, the Loans, the Guaranty and the Hedges (the "Other Documents"); his execution and/or attestation of such Other Documents to constitute conclusive evidence of such determination and all such changes, modifications, amendments, instruments, certificates, agreements and documents shall be binding upon G Place, APA 750 and the Association, as appropriate.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized, empowered and directed to perform all other acts and to do all other things and to execute and/or attest all such documents for and on behalf of the Borrower as he in his sole and absolute discretion, from time to time determines to be necessary, desirable, advisable or appropriate and in the best interests of G Place, APA 750 and the Association to comply with the provisions of the Documents as executed and as amended from time to time, and of the Other Documents, to implement and carry out the intent and purpose of this Resolution and to complete the Merger, the Proposed Financing, the Loan, the Guaranty and the Hedges.

FURTHER RESOLVED: That the Association and each of its officers is hereby authorized and directed to cause the G Place, APA 750 and the Association, as appropriate, to perform each and every one of its obligations, undertakings, covenants, commitments, representations and agreements arising under the Merger Documents, the Documents, the Other Documents and all other documents, instruments, agreements and certificates executed and delivered in connection with or under the authority of this Resolution, all as amended from time to time.

FURTHER RESOLVED: That the Executive Vice President/Chief Executive Officer or the Vice President/Chief Financial Officer is authorized and empowered to perform all other acts and to do all other things as he, from time to time, deems necessary, desirable, advisable or appropriate in the best interest of the Association on its own behalf and on behalf of G Place and APA 750, as appropriate, to implement and carry out the intent and purpose of these Resolutions.

FURTHER RESOLVED: That the provisions of this Resolution shall be separable and if any section, phrase or provision of this Resolution shall for any reason be declared invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions of this Resolution.

FURTHER RESOLVED: That these Resolutions shall be effective as of November 14, 2002.

H. In executive session, the Board voted to authorize the CEO to pay the Trammell Crow Company the full fee of 75 basis points or $900,000 on the basis of their outstanding performance related to the refinance of APA properties.

XVI. COMMUNICATIONS CONCERNING OUTSIDE ORGANIZATIONS

A.(28) The Board received as information an update regarding APA's efforts to facilitate relations with the American Bar Association.