APA members will be asked to vote on amendments to the APA Bylaws that would update descriptions of APA Board leadership roles and responsibilities to comply with current legal requirements. The ballot will be sent electronically to members on May 1 with a 45-day balloting period.
In its February 2017 meeting, APA's Council of Representatives voted to submit a proposed bylaws amendment to the APA voting membership. The Membership is asked to approve amendments to the APA Bylaws that update descriptions of board leadership roles and responsibilities to comply with current legal standards. Association Officers (other than the CEO) have always served as governance leaders, rather than as APA corporate staff. The APA Bylaws descriptions of roles of certain officers were drafted decades ago, and have not been updated in the almost 50 years since to distinguish between the staff financial expert serving as CFO and the financial governance role of the Treasurer. The below clarifications to the Bylaws confirm and maintain the current practice of APA officers as governance leaders rather than APA corporate staff, and reflect the actual responsibilities of the treasurer as a governance leader, while complying with tax requirements and clarifying that the APA officers are not corporate officers under statutory law.
The proposed bylaws changes are below. Bracketed/strikethrough material is to be deleted; underlined material is to be added.
ARTICLE V
Composition of the Council of Representatives
1. Council shall be composed of Representatives of Divisions; Representatives of State, Provincial and Territorial Psychological Associations; members of the Board of Directors; the Officers of the Association (the chief [staff] executive officer shall serve without vote); and the Chair, Chair-elect or other designee from the Executive Committee of the American Psychological Association of Graduate Students (APAGS). In the event that any Representatives of a given Division or State/Provincial/Territorial Association cannot be present, Council will seat one member as an Alternate Representative for that meeting, provided such member is an officer of or has been designated in advance by the relevant Division or State/Provincial/Territorial Association. Representatives shall hold office until their successors are elected and qualify, except that a Representative who has been elected to the Board of Directors shall continue to be a member of Council after the expiration of the individual's term as Representative, and after the election and qualification of the individual's successor as Division or State/Provincial/Territorial Association Representative, until the expiration of the individual's term as a member of the Board of Directors.
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] executive officer (without vote), the APAGS Past Chair or other designee from the APAGS Executive Committee, the Chair and Chair-elect of any leadership group elected by Council, six members-at-large and the Public Member. All members of the Board of Directors shall serve until their successors are elected and qualify.
2. The members-at-large of the Board of Directors shall be Members of the Association elected by a preferential ballot by the voting Members of the Association and shall serve for staggered terms of three years. The members-at-large shall not succeed themselves in this office nor be eligible to appear as a candidate on the Recording Secretary or Treasurer election ballots for at least one year after their term has expired.
3. The Public Member shall be appointed by the Board of Directors for a three-year term under procedures defined in the Association Rules. The Public Member shall not succeed themself in this office.
4. Regular meetings of the Board of Directors shall be held not less frequently than semi-annually at a time and place to be specified by a vote of the Board of Directors. The Board of Directors shall also establish a mechanism to provide continuing and prompt attention to such problems as may arise. A quorum at any meeting shall consist of a majority of its entire membership.
5. In the case of death, disability, resignation, or removal of a Director, vacancies shall be filled by procedures defined in the Association Rules.
6. The Board of Directors shall be the administrative agent of Council, shall supervise the work of the chief [staff] executive officer of the Association, and shall exercise general supervision over the affairs of the Association. In the interval between the Annual Meetings of Council, the Board of Directors shall have authority to take such actions as are necessary for the conduct of the Association's affairs in accordance with these Bylaws and the policies of Council. If an emergency is declared by a majority of the Board of Directors, the Board shall have power to take actions as though such action were taken by Council. The Board of Directors shall make a report of such emergency actions not later than the next meeting of the Council. It shall furnish a report of all such transactions at each Business Meeting of Council held in conjunction with the Annual Convention.
ARTICLE VIII
Leaders of the Board
Officers of the Association
1. The [officers] Leaders of the [Association] Board of Directors shall be as follows: a President, a President-elect, a Past President, a Recording Secretary, and a Treasurer[, and a chief staff officer]. They shall hold [office] these roles until their successors are elected and qualify. Leaders of the Board shall not be considered officers of the Association.
2. The President shall be a Member of the Association who has just completed a term as President-elect. [During the term of office,] [t]The President shall serve as presiding [officer] member of [the Association,] the Board of Directors, [and] Council and the Association. The President shall perform such other duties as are prescribed in the Bylaws, as are incident to the [office] role of the chair of the Board, or as may properly be required of the President by vote of Council or the Board of Directors.
3. The President-elect shall be a Member of the Association, elected by preferential ballot, and shall [take office] become [as] President-elect on January 1 of the year following the individual's election. [During the term of office,] [t]The President-elect shall serve as presiding [officer] member of [the Association,] the Board of Directors, [and] Council and the Association in the absence of the President.
4. In the event that the President shall not serve out a term for any reason, the President-Elect shall succeed to the unexpired remainder thereof and continue through the individual's own term. In the event that the President-elect shall not be able to serve out a term, both a President and a President-elect shall be nominated and elected at the time of the next election and shall assume [office] the role by declaration of Council on January 1 of the year following the individual's election.
5. In the event that both the President and the President-elect shall be unable to serve, the Board of Directors shall elect one of its members to serve as presiding [officer] member of [the Association,] the Board of Directors, [and] Council and the Association.
6. The Past President shall be the most recently retired President and shall chair the Election Committee. The Past President shall not be eligible to appear as a candidate on the President-elect election ballot.
7. The Recording Secretary shall be a Member of the Association, elected by the immediately previous Council following nomination by the Board of Directors, and shall serve for a term of three years, beginning on January 1 of the year following the individual's election, and shall not succeed themself in this [office] role. The Recording Secretary shall not be eligible to appear as a candidate on the Board member-at-large or Treasurer election ballots for at least one year after the individual's term has expired. [During the term of office,] [t]The Recording Secretary shall serve as secretary of Council and of the Board of Directors and shall perform such other duties as may be prescribed in these Bylaws. It shall be the duty of the Recording Secretary to keep the records of all meetings of Council and of the Board of Directors; to file and hold subject to call and to direct the publication of such records, reports, and proceedings as are authorized by these Bylaws and by vote of Council or the Board of Directors at any duly constituted meeting; and to perform all other secretarial duties for Council and the Board of Directors as are not delegated to the chief [staff] executive officer. In the event that the Treasurer shall not be able to complete a term for any reason, the Recording Secretary is authorized to perform the duties normally assigned to the Treasurer until the individual is replaced under procedures defined in the Association Rules.
8. The Treasurer [of the Association] shall be a Member of the Association, elected by the immediately previous Council following nominations by the Board of Directors. The Treasurer shall [take office] serve for a term of three years, beginning on January 1 of the year following the individual's election and shall not succeed themself in [this office] the role more than once. The Treasurer shall not be eligible to appear as a candidate on the Board member-at-large or Recording Secretary election ballots for at least one year after the individual's term has expired. [During the term of office, the Treasurer shall serve as senior financial officer of the Association and shall perform such other duties as may be prescribed in these Bylaws. The Treasurer shall have authority to sign checks and drafts on behalf of the Association for disbursement of funds for duly authorized purposes of the Association as provided by Bylaws or by vote of Council or the Board of Directors.] The [individual] Treasurer shall deliver an audited report for each fiscal year to the Finance Committee and the Board of Directors. The Treasurer shall chair the Finance Committee and serve ex officio, without vote, on the Publications and Communications Board. In the event that the Recording Secretary shall not be able to complete a term for any reason, the Treasurer is authorized to perform the duties normally assigned to the Recording Secretary until the individual is replaced under procedures defined in the Association Rules.
9. Officers of the Association: The Board of Directors shall nominate a Member of the Association to Council for confirmation as chief [staff] executive officer who shall be the [administrative] executive officer of the Association and Director of the Central Office. The chief [staff] executive officer's official title shall be determined by the Board of Directors. The chief [staff] executive officer shall be responsible for the staff, their hiring, training, performance, and termination. The chief [staff] executive officer shall perform such duties as may be assigned by the Board of Directors and Council or as may be prescribed in these Bylaws. Confirmation of the chief [staff] executive officer shall be by a two-thirds vote of those Council members voting. The chief [staff] executive officer shall be confirmed for a term not to exceed five years and may be reconfirmed. During this term the chief [staff] executive officer shall not hold any other office within the Association or any of its Divisions or State, Provincial or Territorial Psychological Associations.
10. Any member of the Board of Directors may be removed from office before the expiration of a term by a two-thirds vote of a quorum of Council if it appears that the member's continued service in this position is not in the best interest of the Association.
11. [The officers of the Association] Board Leaders shall be bonded by an amount fixed by the Board of Directors.
ARTICLE XI
Boards and Committees
8. The Publications and Communications Board shall consist of no fewer than nine Members of the Association. Members of the Board shall serve for staggered terms of six years. In addition, the Treasurer and chief [staff] executive officer shall be ex-officio members, without vote, of the Publications and Communications Board. It shall be the function of this Board to make recommendations on current and innovative plans and policies on the acquisition, management, initiation, or discontinuance of journals, separates, bibliographic and related publications, and information services. It shall appoint Editors, except the Editor of the official organ of the Association.
ARTICLE XVI
Central Office
1. The Association shall maintain a Central Office for the promotion of the objectives of the Association, its Divisions, and State/Provincial Associations. The Central Office shall be established at such a place and with such facilities and functions as Council may direct. The chief [staff] executive officer shall be the Director of the Central Office. [He/She] The chief executive officer shall report annually on the operations of the Central Office to the Board of Directors, to Council, and by publication to the membership.