Santa Barbara County Psychological Association Bylaws
(last revised December 2022)
ARTICLE I. MISSION, GOVERNING BODY AND DIVERSITY STATEMENT
Section I.1: Name and Mission. This organization shall be known as the “Santa Barbara County Psychological Association,” and shall be referred to hereafter in these bylaws as “SBCPA”. The mission of SBCPA is to proactively represent, strengthen, and promote the discipline and practice of psychology within Santa Barbara County.
I.1.a: Purposes. The specific purposes for which the SBCPA is organized are to: a). maintain high standards of ethical practice in the science and profession of psychology; b). provide instruction and dissemination of material in the public interest including, but not limited to, information relating to the field of psychology through publications, lectures or otherwise; c). facilitate the exchange of ideas and information among members of the profession; d). represent the science and profession of psychology to the public, governments, and information media throughout the County of Santa Barbara; e). offer collegial support to members.
Section I.2: Governing Body. The Board of Directors shall be the governing body of SBCPA and shall be referred to in these Bylaws as the “Board.” Individual members of the Board shall be referred to as “Directors.”
Section I.3: Diversity, Equity and Inclusion Commitment. In principle and in practice, SBCPA values and seeks a diverse membership. SBCPA treats all people with respect and without discrimination and promotes full participation irrespective of gender, gender identity, race, religion, ethnicity, culture, national origin, age, sexual orientation, disability, language, or socioeconomic status. SBCPA implements and adheres to policies and procedures that discourage harassment and other behaviors that infringe upon the freedom and respect that every individual deserves. Recognizing the various challenges inherent in this aspiration, we are committed to actively pursue members and leaders of diverse backgrounds in populations that are under-represented in our current membership and board.
Section I.4: Number of Directors. The number of the directors of the corporation is not less than three (3) nor more than twelve (12), with the exact number of Directors to be fixed, within the limit specified, by the Board of Directors.
Section I.5: Lawfulness. The SBCPA shall not engage in any activity that will bring it into conflict with applicable laws governing nonprofit membership organizations in the State of California.
Section I.6: Relationship with California Psychological Association. The SBCPA is affiliated as a Chapter of the California Psychological Association (CPA). The code of ethics, constitution/articles of incorporation, bylaws, ongoing policies, activities, and budgets of SBCPA shall contain no articles or provisions that are in substantive conflict with those of CPA.
ARTICLE II. MEMBERSHIP
Section II.1. Classes of Membership.
II.1.a. Full Members shall hold a doctorate in psychology or an equivalent degree (e.g., licensed educational psychologist), or be licensed as a psychologist in California or have a Diploma from the American Board of Professional Psychology. Full Members shall have all of the rights and privileges of SBCPA membership including the right to vote and hold office.
II.1.b. Associate Members shall hold a master’s degree in psychology or an equivalent degree. Associate Members shall have all of the rights and privileges of SBCPA membership except the right to vote, hold office, serve on a SBCPA Standing Committee, or serve on the Board.
II.1.c. Affiliate Members shall consist of individuals, groups, or organizations with an interest in psychology who do not meet the criteria for any other membership category. Affiliate Members shall have all of the rights and privileges of SBCPA membership except the right to vote, hold office, serve on a SBCPA Standing Committee, or serve on the Board.
II.1.d. Honorary Members are those who have been designated by the Board based on contributions to psychology. Honorary Members shall have all of the rights and privileges of SBCPA membership except the right to vote, hold office, serve on a SBCPA Standing Committee, or serve on the Board of Directors.
II.1.e. Graduate Student Members shall be enrolled in a graduate psychology program or engaged in a post doctoral psychology training program. Graduate Student Members shall have all of the rights and privileges of SBCPA membership except the right to vote or hold office. However, the Graduate Student Members shall vote to elect a Graduate Student Representative to serve on the SBCPA Board as a Director, and thus the Graduate Student Representative shall be a fully voting member of the Board. Furthermore, any Graduate Student Member who serves on an SBCPA committee or task force shall have the right to vote when serving in that capacity.
II.1.f. Out-of-County Members shall include all members who live out of county and wish to participate in SBCPA. Out-of-County Members shall have all the rights and privileges of SBCPA Membership except the right to vote, hold office, or serve on the Board of Directors.
II.1.g. A Life Member is an individual who (1) is age 65 or older and has been a member of SBCPA for ten (10) years, or (2) a SBCPA member who, regardless of age or length of membership, is unable to work due to a permanent disability. Life Members may begin a 20% annual reduction of the dues they are paying at the time they are awarded Life Member status, and the annual reduction of dues will continue until age 70. Should an individual attain 20 years of membership between the ages of 66 and 70, the reduction of dues will be adjusted accordingly (e.g. attaining 20 years of membership at age 66 results in a 40% dues discount that year). Life Members shall retain the rights and privileges of the SBCPA membership class they held prior to becoming Life Members.
Section II.2. Applications for Membership. All applicants must submit the current application forms and any other required documentation to the Chair of the Membership Committee.
Section II.3. Ethical Standards. Members of this Association pledge to abide by the American Psychological Association (‘APA’) Ethical Principles of Psychologists and Code of Conduct, applicable regulations of the Board of Psychology, Medical Board of California and the Board of Behavioral Science Examiners of the Department of Consumer Affairs of the State of California, and such additional rules as the Board may have or adopt as part of its Bylaws or policies as appropriate to their degree, license and class of membership.
Section II.4: Expulsion and Suspension of Members.
II.4.a. Members may be expelled or suspended from SBCPA membership for nonpayment of fees, periodic dues, or assessments or for conduct that the Board deems inimical to the best interests of SBCPA. This behavior shall include but not be limited to unethical or unprofessional conduct and flagrant violation of any provision of these Bylaws or failure to satisfy membership qualifications. A suspended member shall not be entitled to vote.
II.4.b. Any psychologist who is a member of SBCPA and whose license is revoked without a stay by the Board of Psychology, or who surrenders the psychology license during a California Medical Board investigation, shall be automatically proposed for expulsion by the Board in accordance with the procedure set forth in the policies and procedures of SBCPA.
II.4.c. Any expulsion, suspension or termination shall be done in good faith and in a fair and reasonable manner in accordance with the following: no expulsion, suspension or termination shall take place unless the affected member shall have been given at least 15 days prior notice of the expulsion, suspension or termination and the reasons therefore and, the notice to the member provides an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the SBCPA Board of Directors, and all notices pursuant to this section may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first class or registered mail sent to the last address of the member shown on the association’s records.
II.4.d. Any action challenging an expulsion, suspension or termination of membership including any claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
Section II.5: Inspection of Association Records. Members have the right to review records and to receive annual financial reports in accordance with the California Corporations Code, Section 8310.
Section II.6: Resignation. A member may resign from membership at any time.
ARTICLE III. BOARD OF DIRECTORS
Section III.1: Powers and Responsibilities. The Board shall have the authority to adopt policies that are consistent with these Bylaws and that shall be binding and enforceable to members. The Board shall have the authority to create committees. The Board shall ensure the development, implementation and monitoring of the Governance Policy Manual. In addition, the Board is responsible for actively overseeing the activities of the Association to ensure that the Association is adhering to state and federal laws relative to non-profit corporations, corporate ethics, and antitrust issues. The Board will have the primary responsibility for creating policy and for determining and overseeing the legislative and advocacy activities for the Association. The Board will be accountable to and will communicate regularly with the general membership. Membership in SBCPA is required in order to be a voting member of the SBCPA Board of Directors. A voting member of the SBCPA Board of Directors shall have been elected by a vote of the members.
Section III.2: Composition of the Board. The Board of Directors shall consist of the President; the President Elect; the Immediate Past-President; the Secretary; the Treasurer; the Local Advocacy Network (LAN) liaison; the Diversity, Inclusion and Social Justice Committee Chair, and a Student Representative; all are to be elected to the Board in annual elections in accordance with the respective limits of their terms. A voting member of the SBCPA Board of Directors shall have been elected by a vote of the members with the exception of the Diversity, Inclusion and Social Justice Committee chair, which is an appointed Committee Chair position. Directors shall be elected in the manner and for terms as set forth below in Article VI.
Section III.3: Regular Meetings. Regular meetings of the Board of Directors shall be held at least eight (8) times each year. Such meetings shall be open to the membership. The place and date for each meeting shall be noticed no later than one (1) month prior to the date set for the meeting.
Section III.4: Special Meetings. The Board President or thirty (30) percent of the voting Board may call special meetings. Notice of special meetings shall be given by mail or electronic mail to the regular mailing or email address of each Director not less than thirty (30) days nor more than ninety (90) days prior to the meeting.
Section III.5: Quorum and Voting. A quorum is established when sixty (60) percent of the voting members of the Board are present. Once a quorum is established, it is maintained unless the number of voting Directors present falls below one-half of the number of Directors authorized. Each voting Director is entitled to no more than one vote. Proxy voting is not permitted.
Section III.6: Meeting by Conference Call or Other Electronic Means. The Board may hold meetings and conduct official business by conference call or other electronic means so long as a quorum is present, all participants can communicate with all the other members concurrently, and there are stated instructions for determining a quorum and recognizing speakers. All votes must be taken by roll call, and agendas must be available to all participants, in accordance with California Corporations Laws.
Teleconference: A teleconference is a meeting of the Board in which Board members are in different locations but are connected by electronic means, through audio, video or both.
Quorum: During the teleconference, at least a quorum of the members of the Board shall participate from remote locations.
Recognition, Speaking Order, Obtaining Floor: Instructions are to be provided on how to gain recognition to speak, the use of a speaking order and how to obtain the floor.
Roll Call Voting: The Board may use teleconferences for all purposes in connection with any meeting within the Board’s subject matter jurisdiction. All votes taken during a teleconference meeting shall be by roll call.
Agendas: Agendas must be available at all remote locations. Agendas shall be posted at all teleconference locations and shall list all teleconference locations whenever they are posted elsewhere.
Policies and Procedures, Regulations: All Board policies, administrative regulations, and Bylaws shall apply equally to meetings that are teleconferenced.
Section III.7: Election of Directors. Board Directors shall be elected by a vote of the members of SBCPA in an election to be held in the Fall of each year. Any full member of SBCPA will be eligible to seek election as a Director. Directors shall be elected for a one (1) year term. All elected Board members begin their service on January 1st of the year following the election.
Section III.8: Duties of Directors. Directors shall have the following duties:
III.8.a. To endeavor to fulfill SBCPA’s mission and comply with the policies and procedures. III.8.b. To assume the primary responsibility for creating policies and procedures for the Association. III.8.c. To assume the primary responsibility for the legislative and advocacy activities of the association. III.8.d. To apply their knowledge and competencies to the effective governance of SBCPA and to be accountable to the general membership.
III.8.e. To attend meetings, to chair committees or task forces as assigned, to be responsive to communication from members or other Directors between meetings, and to assume, as assigned, active liaison work with CPA and other CPA Chapters.
III.8.f. Subject to these by-laws, Directors are charged with the overall responsibility for controlling and managing the affairs, fiscal management, and business of the Association in accordance with the laws governing mutual benefit corporations in California.
Section III.9: Resignation of Directors. Any Director may resign by giving written notice to the President or to the Secretary or the Board.
III.9.a. Upon the resignation of a Director the Board shall elect a replacement for the unexpired term. III.9.b. In the case that a Director is unable to fulfill the duties of the position either due to incapacitation or death, the Board shall elect a replacement.
Section III.10: Removal of Directors. The Board may declare a Director’s seat to be vacant if the Director is unable to fulfill the duties of the position, is convicted of a felony, violates the duties specified in the California Non-Profit Corporate Code, or if the Board determines that the Board member is failing to fulfill his/her duties.
Section III.11: Limits of Consecutive Terms. Directors shall serve for no more than two (2) consecutive terms in the same position. For purposes of this section, completion of more than fifty percent (50%) of a term shall be considered a full term of service. After serving the maximum allowable number of terms, a member will be eligible to serve again after an absence of one (1) year.
ARTICLE IV. OFFICERS
Section IV.1: Officers of SBCPA. Officers of the Association shall be voting members of SBCPA and will include the President, Immediate Past President, President-Elect, Secretary, and Treasurer. The officers shall have such authority and responsibility customary for their office and in accordance with the law, bylaws, and Governance Policy Manual of SBCPA.
IV. 2: ELECTION OF OFFICERS
Members who are eligible to vote in elections shall elect each officer by mail or electronic ballot. The terms of office shall be as follows:
IV.2.a. The President-Elect shall be elected for a one (1) year term and shall automatically succeed to the position of President upon the expiration of the term. Upon the expiration of the term as President, the President shall automatically succeed to the position of Past-President for a one (1) year term.
IV.2.b. The Treasurer and Secretary shall be elected for a one (1) year term
Section IV.3: Duties of Officers.
IV.3.a. The President shall ensure the integrity of the Board’s processes and exercise general supervision over the affairs of the corporation as the Association spokesperson. The President shall serve ex officio on all governing bodies and committees of SBCPA. The President shall preside at all meetings of the Board.
IV.3.b. The President-Elect shall assume the duties of the President in the absence of the latter. IV.3.c. The immediate Past-President shall serve as Chair of the Nominations, Elections, and Awards Committee. The immediate Past-President shall assume the duties of the President in the absence of the President and President-Elect.
IV.3.d. The Treasurer shall be the custodian of all corporate funds and serve as Chair of the Finance Committee. After audit or financial review and approval by the SBCPA Board, the Treasurer shall present to the members annually a summary statement of the financial standing of the corporation.
IV.3.e. The Secretary shall be responsible for documenting the official actions of the Board and facilitating effective communications with the members. The duties of the Secretary will include maintaining accurate minutes of Board meetings and providing copies of the minutes to the Board.
Any Officer may resign by giving written notice to the SBCPA Board of Directors. Any such resignation shall take effect at the date of the receipt of such notice unless otherwise specified therein, and the acceptance of such resignation shall not be necessary to make it effective.
If the office of President becomes vacant, the President-Elect shall succeed to the higher office. If the office of President-Elect, Treasurer or Secretary becomes vacant or is vacated, the position(s) shall be filled by a membership election held within ninety (90) days of the office being vacated. Nominees for the vacated .position(s) shall be submitted by the Nominations and Elections Committee to the Board for approval prior to preparation of the ballot.
ARTICLE V: COMMITTEES
Section V.1: Authority to Create Committees. The Board may create and appoint such committees, task forces or work groups it deems necessary to conduct business. The Board shall provide an appropriate statement of the mission and shall specify the reporting requirements. Except for standing committees, a sunset date shall be specified. The Board shall also specify the precise limitations of the authority to act on behalf of SBCPA. No committee, task force, or work group created by the Board will have the authority to direct, oversee or
supervise staff work activities.
Section V.2: Standing Committees. Standing Committee Chairs shall be appointed by the President-Elect at the end of the calendar year to serve during the following year for one (1) year terms with the approval of the Board except for those committees whose Chairs are designated by the bylaws. The Committee Chairs shall appoint the other members of the committees. All Standing Committees shall report to the Board on a schedule to be determined annually by the Board. All Standing Committees shall have a prepared agenda and keep minutes. The Standing Committees of the Board and their duties shall be as follows:
V.2.a. The Executive Committee
An Executive Committee (EC) of the Board shall consist of the President, President Elect, and Past President. This body shall be responsible for ensuring continuity of leadership and management decision-making in the interim between full board meetings and an acceptable degree of joint consultation in response to emergent matters. The committee cannot usurp the authority of the Board. The EC may propose action items for board consent during full board meetings and in the interim between full board meetings for later deliberation and disposition at the next full board meeting.
V.2.b. The Nominations, Elections, and Awards Committee shall seek at least five (5) members and shall include both the President-Elect and Past President. The Past-President shall serve as Chair. The President-Elect shall serve as Vice-Chair and shall fulfill the duties of Chair if the latter is unable to execute the functions for any reason. The Committee shall be responsible for obtaining nominations and for selecting a slate of candidates for SBCPA Officers and Directors. The Committee also shall recommend recipients for SBCPA awards. The committee shall confirm the integrity of all SBCPA nominations, elections, and awards.
V.2.c. The Ethics Committee shall seek at least three (3) members who shall be confirmed by the Board. The committee shall: (1) Serve as an educational resource for the membership and the Board; (2) Refer individuals with a complaint against a member or members to the APA ethics committee or the appropriate regulatory agency; (3) Make recommendations to the Board regarding professional and ethical issues of general relevance to SBCPA’s members.
V.2.d. The Finance Committee shall seek at least three (3) members that shall include the Treasurer serving as Chair, the President-Elect, and one (1) additional member appointed by the Treasurer. The Committee shall be responsible for overseeing the financial operations and the budget of SBCPA. The committee will set rules and processes for complaints concerning accounting and internal control procedures.
V.2.e. The Local Advocacy Network (LAN) Committee shall be chaired by the LAN liaison to CPA, and additionally consists of the Immediate Past-President, and up to three (3) additional members appointed by the LAN liaison to CPA.
V.2.f. The Membership Committee shall seek at least three (3) members. The Committee shall be responsible for monitoring recruitment and retention of members, reviewing applications for membership that need special consideration, and for making recommendations to the Board regarding member benefits. The Membership Chair will host an annual meeting for all members, which may be held by teleconference.
V.2.g. The Diversity, Inclusion and Social Justice Committee shall seek at least (3) members. The Committee shall develop annual goals and objectives for recommendation to the Board, for SBCPA’s integration of diversity, equity and inclusion and social justice activities into the organization; identify obstacles or barriers to achieving these goals; and describe what has been, or could be done, to overcome barriers or obstacles. The Committee Chair shall lead committee meetings, quarterly. The mission statement of the Diversity, Inclusion and Social Justice Committee is as follows: The Committee is committed to enhancing SBCPA’s contributions to diversity, equity and inclusion (DEI) in the Santa Barbara community through active collaboration and change. The Committee intends for SBCPA to become more strongly connected to the diversity that is inherent in our community, to amplify marginalized voices, and to increase our allyship through our privileged roles as psychologists. The committee plans to implement this mission by enacting structural and organization changes in the areas of membership, subcommittees, training, community engagement/outreach, mentoring, supervision, resources, advocacy, and action.
ARTICLE VI. DUES
Section VI.1. Dues, Assessments and Terms of Payment. The Board shall set dues and fees, and set the terms of payment. Dues shall be payable on or before a specified date of each year and shall cover a twelve (12) month period for each membership class.
Section VI.2: Resignation and Reinstatement. Members in any class who have not paid their dues and/or late payment fee within sixty (60) days of the due date will be considered as having resigned from membership subject to the provisions in Article II, Section 4, and Section 5. Members in any class who resign from SBCPA at a time when they are in good standing may be reinstated upon payment of the current year’s dues.
ARTICLE VII. INDEMNIFICATION AND INSURANCE
Section VII.1: Indemnification. To the fullest extent permitted by law, SBCPA shall defend, indemnify, and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on SBCPA's behalf. "Agent" for this purpose shall include representatives, directors, officers, and employees.
Section VII.2: Insurance. SBCPA shall purchase and maintain adequate insurance on behalf of its agents against any liability asserted against or incurred while acting as an agent for SBCPA.
ARTICLE VIII. AMENDMENT OF BYLAWS
Section VIII.1: Amendment Process.
VIII.1.a. These bylaws can be amended or repealed by a two-thirds vote of the Board, with notice, or by a vote of the members, provided that certain amendments to the bylaws specified in the California Nonprofit Corporation Law, including those that materially and adversely affect the rights of members or change the authorized number of directors, be approved by two-thirds of the votes cast by voting members of SBCPA.
VIII.1.b. Proposed amendments shall be presented to the voting members of SBCPA by a two-thirds vote of the Board or upon receiving a petition signed by not less than five percent (5%) of the voting members of SBCPA.
Section VIII.2: Ballot. All amendments to the Bylaws requiring approval of the members shall conform to the mail and electronic balloting procedures specified in the California Nonprofit Corporations Law.
ARTICLE IX. PARLIAMENTARY PRACTICE
Section IX.1. Robert’s Rules of Order, revised, shall be the parliamentary authority for this Association.
Section IX.2. The Past-President shall function as Parliamentarian, unless another is selected by agreement between President and Past-President.