Council of Representatives Approved Minutes: August 21 & 25, 2002

I. MINUTES OF MEETING

A.(1) Council voted to approve the minutes of the February 15-17, 2002, Council of Representatives meeting.

II. ELECTIONS, AWARDS, MEMBERSHIP AND HUMAN RESOURCES

A.(2) Council voted to reject an amendment to Association Rule 110-7 that would prohibit a President-elect candidate from concurrently being a candidate for election to any other APA office, including divisional offices.

B.(2A) Council voted to 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.

C.(19) Council voted to approve the appointment of a Council representative for a one-year term in 2003 for those State/Provincial Psychological Associations that did not submit slates for the 2002 election cycle.

D.(39) Council received an update on the new-business-in-progress item "New Criteria for Dues-Exempt Status."

E.(40) Council received an update on the new-business-in-progress item "Pro/Con Statements."

F.(41) Council received an update on the new-business-in-progress item "Eligibility for service on the Board of Directors."

III. ETHICS

A.(3) Council voted to approve Revision Draft 7 of the "Ethical Principles of Psychologists and Code of Conduct" as amended. (Attachment A). Council requested that the APA General Counsel and the Ethics Director review the amendments submitted by Council and make necessary edits to ensure consistency and accuracy.

IV. BOARD OF DIRECTORS

A.(4) Council voted to reject the following main motion of new business item 26:

Two Email mailing lists be established for Council members. One list will be moderated and will be used to send announcements from APA staff only. The other list will be unmoderated; all Council members will be able to send messages to all other members using this list. All Council members will be subscribed to both lists initially. Council members may resign from either list at their option.

B.(5) Council voted to reject the following main motion of new business item 27H:

That Council elect a committee of Council to review requests for money from the Council's contingency fund and present those approved unanimously as a package for Council's vote.

C.(6) Council voted to approve the following motion:

1. A new business item shall be reviewed by the lead board or committee in a timely way that allows other referral groups to review the item prior to the next Council meeting.

2. A business item 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 new business item and to act on the item if it so chooses. Action may include approval, rejection, referral, postponement or withdrawal.

An item will be forwarded to Council in February 2003 requesting approval of amendments to the Association Rules that incorporate the above motion.

D.(7) Council voted to approve the withdrawal of new business item 27U, "Feedback on Past Items' Progress in Terms of Strategic Goals."

E.(7A) Council voted to approve the withdrawal of new business item 58E, "Streamlining the Presentation of Information to Council Members."

F.(7B) Council voted to approve the withdrawal of new business item 25D, "Council Briefing on Specialization."

G.(20) Council voted to approve instituting the practice of increasing the graduate student affiliate fees annually by an amount linked to the consumer price index for all urban consumers (CPI-U) and that the revenues generated from this increase be added to the APAGS budget. Council specifically approved a $1 graduate student affiliate fee increase from $40 to $41 for the 2003 dues year.

H.(21) Council voted to approve and forward to the membership for a vote the following amendments to the APA Bylaws (bracketed material to be deleted; underlined material to be added):

ARTICLE V: Composition of the Council of Representatives

1. Council shall be composed of Representatives of Divisions, Representatives of State and Provincial Psychology Associations, members of the Board of Directors [and] the Officers of the Association (the chief staff officer shall serve without vote), and the APAGS Representative….

2. The APAGS Representative shall begin his or her term on Council in January of his/her term as Chair of the American Psychological Association of Graduate Students Committee and will serve for a term of one year.

ARTICLE VII: Board of Directors

1. The Board of Directors shall consist of the President, the President-Elect, the Past-President, the Recording Secretary, the Treasurer, the Chief Staff Officer (without vote), the APAGS Representative to the Council of Representatives (without vote), and six others elected by a preferential ballot by those Members and from those Members holding seats on Council during the year immediately preceding the election. Directors not serving ex officio shall serve for staggered terms of three years. All members of the Board of Directors shall serve until their successors are elected and qualify.

Council voted to not include pro/con statements with the Bylaw Amendment Ballot.

I.(22) Council voted to approve the creation of the new graduate student magazine, gradPSYCH.

J.(32) Council voted to reject the following motion of new business item 32

To approve the expenditure of $4,000 from C/R contingency funds for three on-line meetings of a Task Force on the Prevention of Terrorism. These funds would cover the cost of phone calls, reproduction and distribution of printed materials and the presentation of the Task Force's findings to the APA Council and Board of Directors.

K.(42) Council received an update on the new-business-in-progress item "Enhancing Future of APA."

L.(43) Council received an update on the new-business-in-progress item "Accountability to Vision and Goals."

M.(44) Council received an update on the new-business-in-progress item "More Proactive Involvement with Other Disciplines, Organizations, Media and Political Bodies."

N.(45) Council received an update on the new-business-in-progress item "More Involvement for Council Members."

O.(46) Council received an update on the new-business-in-progress item "Institutionalizing Change."

P.(47) Council received an update on the new-business-in-progress item "Future Information."

Q.(48) Council received an update on the new-business-in-progress item "Timely Action by Council on Pending New Business."

V. DIVISIONS AND STATE AND PROVINCIAL ASSOCIATIONS

A.(23) Council voted to approve the following motion:

Council requests that the Policy and Planning Board (P&P) 1) continue discussions of equity regarding divisions and affiliates seeking recognition in APA; 2) invite boards and committees to provide input and make recommendations for change on the current requirements for affiliation with APA; 3) provide a report to Council with its recommendations for changing the requirements for divisions and other affiliates seeking recognition with APA.

B.(49) Council received an update on the new-business-in-progress item "Amend the APA Rule 100-2.1 for Signing Petitions to APA Council."

C.(50) Council received an update on the new-business-in-progress item "Better Use of Division and SPPA Members with Communications Talent and Interest."

VI. ORGANIZATION OF THE APA

A.(8) Council voted to reject the following main motion of new business item #23R:

Council directs the Policy and Planning Board to draw up relevant amendments to the sections of Bylaws describing the Council of Representatives and Board of Directors. The principles to be embodied would be as follows: (1) Everywhere the name "Council of Representatives" appears, it shall be replaced with the name "Board of Directors."; (2) The name of the Board of Directors shall be changed to some name to be recommended to the Council by the Board of Directors after due deliberation but in no case later than a time that would permit orderly review and action by the August 2000 meeting of the Council. The Board shall propose a name or names that would (a) accurately reflect its true bylaws mission for the purposes of internal APA communication, and at the same time (b) be suitably honorific so that the present Board of Directors would continue to have credibility and stature for the discharge of its needed external duties and periodic responsibility for carrying out certain negotiations on behalf of the Association.

B.(24) Council voted to postpone the item "Office of Strategic Planning and Vision" to its February 2003 meeting.

C.(33B) A new business item "Hiring of an Outside Management Firm to Inform APA Governance Structure and Function" was referred to P&P and the Committee on the Structure and Function of Council.

D.(51) Council received an update on the new-business-in-progress item "Better Articulation Between the Council of Representatives and its Board and Committee Structure."

E.(52) Council received an update on the new-business-in-progress item "Increasing the Number of APA Members of State/Provincial/Territorial Association Required for Affiliate Status."

VII. PUBLICATIONS AND COMMUNICATIONS

A.(25) Council voted to reject the following main motion of new business item #25F:

That Council approves the 1)authorization of resources to provide release time to APA editors (e.g., .125 FTE per year) interested in taking a more active role in advocacy and dissemination of results and (2) a re-examination of the overall current level of support for editors and associate editors.

VIII. CONVENTION AFFAIRS

No items.

IX. EDUCATIONAL AFFAIRS

A.(9) Council voted to refer the item "Internal Review of CoA Effectiveness" and the following suggested amendments to the substitute motion of the item to the Board for consideration (bracketed material to be deleted; underlined material to be added):

C/R commends CoA for its recent initiative in securing data from the field about the salience of its Guidelines and Principles for its consumers (internship and residency sites and doctoral training programs). As an [next] additional step, C/R requests that BEA, [the oversight group for CoA] in its monitoring capacity, develop a[n interval] review mechanism to secure data not only about Guidelines and Principles but about broader matters of the [adequacy of CoA process, degree of satisfaction with CoA procedures/operations, and the impact of these factors on the field as well] outcomes of CoA's operations. Such [R] reviews shall be an ongoing responsibility of BEA and [will] shall be conducted not less often than every five years. The results of BEA's reviews will be [presented] provided as information to C/R and to CoA. In assigning this task to BEA, Council does not intend that the review process in any way shall constrain the autonomy of CoA as that autonomy has been delegated to it by the policies contained in Accreditation Governance.

Council requested that the item come back to Council in February 2003.

B.(10) Council voted to approve and forward to the membership for a vote the following amendments to the APA Bylaws (underlined material to be added):

Article I :Objects

The objects of the American Psychological Association shall be to advance psychology as a science and profession and as a means of promoting health, education, and human welfare by the encouragement of psychology in all its branches in the broadest and most liberal manner; by the promotion of research in psychology and the improvement of research methods and conditions; by the improvement of the qualifications and usefulness of psychologists through high standards of ethics, conduct, education, and achievement; by the establishment and maintenance of the highest standards of professional ethics and conduct of the members of the Association; by the increase and diffusion of psychological knowledge through meetings, professional contacts, reports, papers, discussions, and publications; thereby to advance scientific interests and inquiry, and the application of research findings to the promotion of health, education, and the public welfare.

Council also voted to approve the following amendments to the Association Rules (underlined material to be added):

150-2.1 There shall be a Committee on Women in Psychology that shall concern itself with furthering the major purpose of the APA — "to advance psychology as a science and a profession and as a means of promoting education and human welfare" — by ensuring that women achieve equality as members of the psychological community in order that all human resources be fully actualized. Its mission shall be that of functioning as a catalyst, by means of interacting with and making recommendations to the various parts of the APA's governing structure, to the APA's membership, and particularly to the Division of Psychology of Women

150-6.1 There shall be a Committee on Children, Youth and Families which shall concern itself with furthering the major purpose of the APA — "to advance psychology as a science and a profession and as a means of promoting education and human welfare" — by ensuring that children, youth, and families receive the full attention of the Association in order that all human resources are actualized.

150-8.1 There shall be a Committee on Aging that shall concern itself with furthering the major purpose of the APA to advance psychology as a science and a profession and as a means of promoting education and human welfare by ensuring that older adults, especially the growing numbers of older women and minorities, receive the attention of the Association.

Council voted to not include pro/con statements with the Bylaw Amendment Ballot. The Association Rule changes will become effective in mid-December if the Bylaw amendment is approved by the membership.

C.(11) Council voted to approve the revised Memorandum of Understanding Between the APA and the Canadian Psychological Association for Concurrent Accreditation of Doctoral Training Programs and Predoctoral Internship Training Programs in Professional Psychology. (Attachment B)

D.(12) Council voted to adopt the following resolution:

Draft Resolution on Psychology Awareness in Secondary Schools

WHEREAS

It is estimated that hundreds of thousands of students take a psychology course in high school;

 

WHEREAS

APA established the Teachers of Psychology in Secondary Schools (TOPSS) to further the education and development of all teachers involved in the teaching of precollege psychology, facilitate exchange of information and ideas among all teaching levels of psychology, and enhance the educational opportunities of students enrolled in high school psychology classes;

 

WHEREAS

On August 23, 2002, the Executive Committee of TOPSS is celebrating its 10th Anniversary to commemorate ten years of providing resources and services to psychology instructors in secondary schools throughout the United States and worldwide;

 

WHEREAS

TOPSS continues to enhance the knowledge and skills of high school teachers of psychology through the development and sponsorship of unit lesson plans, teacher institutes, newsletters, and scholarly publications;

 

WHEREAS

The Executive Committee of TOPSS plans to launch a Psychology Awareness Initiative in Secondary Schools in conjunction with the TOPSS 10th Anniversary by disseminating current resources through its website and extensive network of state coordinators;

THEREFORE BE IT RESOLVED that the American Psychological Association, through the Council of Representatives, officially endorses the Psychology Awareness Initiative in Secondary Schools.

BE IT FURTHER RESOLVED that the APA Council of Representatives joins TOPSS in celebrating its 10th Anniversary and commends TOPSS on its 10th Anniversary for its efforts in promoting the teaching of psychology to enhance students' understanding of psychology as a discipline and a profession, and its contributions to health, education, and human welfare.

E.(13) Council voted to refer the item "Request for Withdrawal of Council New Business Item #58I: Resolution on the Accreditation of the Newly Emerging Substantive Area of Clinical Child Psychology at the Predoctoral Level" to the Board of Directors. Council requested that the item come back to Council in February 2003.

F.(14) Council voted to approve the withdrawal of new business item #27A, "Financial Support for the Archives of the History of American Psychology."

G.(26) Council voted to approve and forward to the membership for a vote the following amendment to the APA Bylaws (bracketed material to be deleted).

Article II: Membership

15. There shall be a class of Two-Year College Teacher Affiliates who are not Members of the Association and who shall not represent themselves as such. They shall have such privileges as may be granted by Council, including special rates for subscriptions and publications. [2-Year College Teacher Affiliate status is limited to individuals who are not otherwise eligible for APA membership, although any APA member who teaches in a 2-year college is welcome to participate in 2-Year College Teacher Affiliate activities.]

Council voted to not include pro/con statements with the Bylaw Amendment Ballot.

H.(34) Council received as information an update regarding Footnote 4 of the Guidelines and Principles for Accreditation of Programs in Professional Psychology.

I.(35) Council received as information an update on the Psychology Partnerships Project.

J.(35A) Council received as information an update on the revisions to the policies, procedures and petition materials for the Commission for the Recognition of Specialties and Proficiencies in Professional Psychology.

K.(53) Council received an update on the new-business-in-progress item "Future Composition of the Committee on Accreditation."

L.(54) Council received an update on the new-business-in-progress item "Greater Autonomy for Committee on Accreditation."

M.(55) Council received an update on the new-business-in-progress item "Guidelines for Education and Training at the Doctoral and Post-Doctoral Level in Consulting Psychology - Organizational Psychology."

N.(56) Council received an update on the new-business-in-progress item "Impact of School Size on Psychological Well-Being and Educational Achievement of Students."

O.(57) Council received an update on the new-business-in-progress item "Statement on Specialization in Professional Psychology."

X. PROFESSIONAL AFFAIRS

A.(15) Council voted to approve the withdrawal of new business item #58D, "Creation of a Task Force on Health Care Policy."

B.(15A) Council voted to approve the withdrawal of new business item #23Q, "Information Service for Practitioners."

C.(58) Council received an update on the new-business-in-progress item "Coalition Building to Design and to Implement Health Care Reform."

D.(59) Council received an update on the new-business-in-progress item "Primary Care Psychology."

E.(60) Council received an update on the new-business-in-progress item "Changes in Association Rules Regarding the Promulgation of Guidelines."

F.(61) Council received an update on the new-business-in-progress item "Disclaimer for Guidelines Documents."

G.(62) Council received an update on the new-business-in-progress item "Increase Resources for Communications Mission."

H.(63) Council received an update on the new-business-in-progress item "Culture of Giving."

XI. SCIENTIFIC AFFAIRS

A.(33A) A new business item "Division 14 Principles for the Validation and use of Personnel Selection Procedures" was referred to the Board of Scientific Affairs, the Board of Professional Affairs, the Board o Educational Affairs, the Committee on Division/APA Relations, the Committee on Legal Issues and the Committee on Psychological Tests and Assessment.

B.(64) Council received an update on the new-business-in-progress item "Increase Field in the APA Database to Include Categories of Scientific Expertise."

C.(65) Council received an update on the new-business-in-progress item "Increase Media Staff in Science Writing."

D.(66) Council received an update on the new-business-in-progress item "Increase Science Directorate Public Policy Staff."

E.(67) Council received an update on the new-business-in-progress item "Develop Mechanisms to Identify Critical Issues that Need to be Informed by Research."

XII. PUBLIC INTEREST

A.(16) Council voted to approve the following amendments to the Association Rules (bracketed material to be deleted; underlined material to be added):

150-2.1 There shall be a Committee on Women in Psychology that shall concern itself with furthering the major purpose of the APA — "to advance psychology as a science and a profession and as a means of promoting health and human welfare" — by ensuring that women achieve equality as members of the psychological community in order that all human resources be fully actualized. Its mission shall be that of functioning as a catalyst, by means of interacting with and making recommendations to the various parts of the APA's governing structure, to the APA's membership, and particularly to the [Division of Psychology of Women] Society for the Psychology of Women . . .

150-6.1 There shall be a Committee on Children, Youth and Families which shall concern itself with furthering the major purpose of the APA — "to advance psychology as a science and a profession and as a means of promoting health and human welfare" — by ensuring that children, youth, and families receive the full attention of the Association in order that all human resources are actualized.

150-8.1 There shall be a Committee on Aging that shall concern itself with furthering the major purpose of the APA to advance psychology as a science and a profession and as a means of promoting health and human welfare by ensuring that older adults, especially the growing numbers of older women and minorities, receive the attention of the Association.

B.(17) Council voted to adopt the Guidelines on Multicultural Education, Training, Research, Practice and Organizational Change for Psychologists as APA policy. (See Attachment B.)

C.(33D) A new business item "Diversity Audit Throughout APA" was referred to the Board for the Advancement of Psychology in the Public Interest.

D.(68) Council received an update on the new-business-in-progress item "Proposed Resolution on Creating an APA Council Task Force of Pro Bono Affairs."

E.(69) Council received an update on the new-business-in-progress item "Rural Children's Mental Health Services."

XIII. ETHNIC MINORITY AFFAIRS

A.(36) Council received as information an update on the final report of the Commission on Ethnic Minority Recruitment, Retention and Training.

XIV. INTERNATIONAL AFFAIRS

A.(18) Council voted to reject the following main motion of new business item #27Y:

Prepare and disseminate relevant statements to international groups (e.g. UN) as gathered/suggested by Directorates.

B.(70) Council received an update on the new-business-in-progress item "Culture and Gender Awareness in International Psychology."

XV. CENTRAL OFFICE

No items.

XVI. FINANCIAL AFFAIRS

A.(27) Council voted to approve the 2003 Preliminary Budget in principle calling for a surplus of $526,600 to serve as a framework for the 2003 Final Budget that will be presented to Council for approval in February 2003. Council also approved a $10 dues increase ($4 annual dues adjustment based on the CPI-U supplemented by an additional $6 increase) from $226 to $236 for the 2003 dues year.

B.(28) Council voted to approve, in principle, the following Net Worth Allocation Plan, including the 2003-2005 Financial Forecast, pending Council's February 2003 receipt of a revised forecast that reflects the final terms of the refinancing of the APA Headquarters Building and 10 G Street NE Building:

Net Worth Allocation Plan

  1. The goal for attainment of net worth as stated in Association Rule 210-3 should be reaffirmed; namely, that the Association strives to maintain a net worth equal to at least one year's operating budget.

  2. Consistent with accounting practices, conventional wisdom and comparable financial data from other organizations, the Association should not consider any portion of theoretical building equity toward attainment of the net worth goal mentioned in item 1 above.

  3. Currently, rather than specifically set aside funds outside the normal budget process for development of programs deemed to be of high priority to the membership, the Association enthusiastically supports consideration of proposals for new revenue generating ideas. [Such proposals for new revenue generating ideas should be thoroughly detailed including all direct costs, indirect costs, and staff costs. Such proposals reviewed by the Board and approved by the Council, will be funded out of ongoing revenues or out of the Association's net worth, as necessary, assuming that full consideration is also given to the impact of such funding on progress towards the Association's net worth goal mentioned in item 1 above.]

  4. The specific financial forecast for 2003 - 2005 is as follows:

    1) Strive to attain a net worth goal equal to at least one year's operating budget consistent with Association Rule 210-3;
    2) Include net cash flow from building operations in the operating budget as a regular source of revenue (currently, the 2001-2005 average net cash flow from building operations is estimated at $2,000,000 per year);
    3) Include funding in the operating budget for the Public Education Campaign and the Academic Enhancement Initiative through the forecast period (2002-2004);
    4) Restrict capital expenditures to no more than $7,000,000 over the forecast period;
    5) Continue to reinvest realized gains/losses from our long-term portfolio activity;
    6) Continue to subsidize the operating budget by all interest and dividends generated from our long-term portfolio activity (estimated at $1,050,000 over the forecast period); and,
    7) Continue to treat the advance to Square 677 as a loan rather than as an additional capital contribution and limit the loan principal to Square 677 to no more than $10 million dollars.

  5. Each year based on actual results and an analysis of our net worth, future financial forecasts and this new worth allocation plan will be adjusted accordingly.

  6. Once the net worth goals are attained, any number of future actions can be taken including the long-term stabilization of dues; the long-term availability of funds for the development of programs deemed to be of high priority to the membership; further apportionment of building and investment proceeds toward operational expenses, etc.

C.(29) Council voted to approve 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.

D.(30) Council voted to approve 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.

Council also voted to approve 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.

E.(31) Council voted to approve the following amendments to the Association Rule 210-1.1 (bracketed material to be deleted; underlined material to be added):

210-1. Finance Committee

210-1.1 The Finance Committee shall be composed of seven voting members and up to [three] four non-voting members. Of the voting members, two shall be elected each year for terms of three years; one slate shall be limited to first-year and/or second-year members of Council and the second slate shall be limited to first-year and/or second year Council members or former or outgoing members of the Finance Committee. No member may serve more than two consecutive terms. The seventh voting member of the Committee is the APA Treasurer, who shall serve as its Chair. The non-voting members shall be representatives from the investment community and are not [necessarily] usually psychologists. The non-voting members will be recommended by the Finance Committee and appointed by the Board of Directors for terms of three years not to exceed three consecutive terms."

F.(33C) A new business item "Protection of Mortgage Reserve" was referred to the Finance Committee.

G.(37) Council received as information the 2001 audited financial statements of the Association, prepared by Arthur Anderson LLP.

H.(38) Council received as information the draft minutes of the May 31 - June 2, 2002, Finance Committee meeting.

XVII. COMMUNICATIONS CONCERNING OUTSIDE ORGANIZATIONS

No items.