1. Chapter 1: Name
   
2. Chapter 2: Purposes
   
3. Chapter 3: Compostition of Board and Trustees
   
4. Chapter 4: Function of the Board of Trustees
   
5. Chapter 5: Officers
   
6. Chapter 6: Executive Officer
   
7. Chapter 7: Committees
   
8. Chapter 8: Meetings
   
9. Chapter 9: Member Specialty Boards
   
10. Chapter 10: Certification Maintenance, Fees and Assessments, Privileges and Designation of Status
    
11. Chapter 11: Income and Properties
    
12. Chapter 12: Liabilites of the Board of Trustees
    
13. Chapter 13: Indemnification of Trustees, Officer, Employees, and Board Certified Specialists
    
14. Chapter 14: Ethical Principles
    
15. Chapter 15: Amendments
    
16. Chapter 16: Seal

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American Board of Professional Psychology, Inc.
CORPORATE BYLAWS

Chapter 1

Name

The name and title by which this Corporation shall be known is the American Board of Professional Psychology, Inc., originally incorporated April 23, 1947 and currently incorporated in the state of Missouri.

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Chapter 2

Purposes

The purposes and goals of the corporation are:

1. To serve the public and the profession by certifying that psychologists certified by the ABPP in various specialty areas of psychology have completed the education, training, and experience requirements of a specialty, including an examination designed to assess the competencies required to provide quality services in the specialty, and who maintain ethical standards.
   
2. In order to function as a unitary organization of member specialty boards, the ABPP shall require such member specialty boards to formally adopt in their organization structure, (such as by-laws, articles of organization, operating agreement, etc.) such language as will require such boards to establish formal policies which will be consistent with the policies and procedures of the American Board of Professional Psychology, Inc. The ABPP shall maintain a central accounting system whereby all funds of the member specialty boards are deposited with the American Board of Professional Psychology, and distribution to member specialty boards is made by the Board of Trustees, upon application, in furtherance of the purposes of the member specialty boards, but with a central accounting system so as to provide stability and accountability to the member specialty boards."
   
3. To function as a unitary organization of Member Specialty Boards through a Board of Trustees which includes representation from each Member Specialty Board, the public, and the Academy organization associated with the ABPP.
   
4. To establish and monitor standards of specialty board certification in psychology and through its Member Specialty Boards support the development, validation, and administration of qualifications and examinations leading to certification in a specialty area recognized by the Corporation.
   
5. To maintain a central registry for the public dissemination of information about the board certification status of all those psychologists certified by Member Specialty Boards.
   
6. To establish relationships with the public and the profession, particularly organizations which identify psychologists as providers of service with board certified credentials.
   
7. To assist in improving the quality of research, education, and training in specialties of professional psychology.
   
8. To conduct information and education programs designed to make information about the specialty certification process and the status of its board certified psychologists available to the public and the profession.

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Chapter 3

Composition of the Board of Trustees

1. The Board of Trustees of the Corporation shall consist of one Trustee from each Member Specialty Board; one public (non-psychologist) Trustee; the current President of from the Council of Presidents of Psychology Specialty Academies (CPPSA), and the President, President-elect, immediate Past-President, and Treasurer of the Board of Trustees.
   

2. The Board of Trustees shall be selected from a slate of two or more nominees provided by the Specialty Boards, with nominees meeting qualifications set forth by the Board of Trustees. The public Trustee and the CPPSA Trustee shall be selected by the Board of Trustees.
   
3. The term of office for members of the Board of Trustees (except officer members) shall be four years, except that:
   
1. Any vacancy in the membership of the Board of Trustees, caused by death, resignation, or otherwise, shall be filled by appointment by the Board of Trustees with consultation of the respective Member Specialty Board. The term of service of such member shall be extended to completion of the term of the replaced member. A member so appointed may then be selected for one subsequent four-year term.
   
2. Interim terms of less than four years may be established to provide for continuity of membership on the Board of Trustees.
   
4. A Trustee may serve a maximum of two continuous four-year terms, or one term of less than four years plus one four year term, and may then not be re-elected until after an interval of two years. The term of service shall commence on January 1 of the year for which elected and extend to December 31 of the fourth year.
   
5. Upon the inability of a Trustee to attend a meeting of the Board of Trustees, a substitute representative may be appointed by the respective Specialty Board President to attend such meeting with vote.
   
6. References in these Bylaws are to the “Board of Trustees” and “the Corporation” is to the American Board of Professional Psychology Board of Trustees or Corporation, unless noted otherwise.

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Chapter 4

Functions of the Board of Trustees

1. The Board of Trustees is responsible for establishing overall policies of the Corporation including allocation of funds, for accomplishing the purposes of the Corporation, and for monitoring the activities of the Corporation to insure that established policies are being carried out. The Board of Trustees shall act as the decision-making body of the Corporation.
   
2. The Board of Trustees shall accept applications from incorporated or unincorporated specialty boards for consideration as a Member Specialty Board.
   
3. The Board of Trustees shall establish, maintain, and monitor implementation of the following:
1. standards for Member Specialty Boards to ensure that they promote quality and efficiency in their processes;
   
2. processes to review and approve Member Specialty Board Bylaws;
   
3. minimum standards for Member Specialty Boards for the application, examination, and appeal of candidates for board certification;
   
4. mechanisms to appeal certain recommendations and decisions of specialty boards;
   
5. a process to discipline or expel board certified psychologists who fail to maintain appropriate ethical standards, and to establish an ethics committee to make recommendations to the Board of Trustees relevant to complaints concerning the professional conduct of the board certified psychologists;
   
6. procedures to resolve problems and disputes between Member Specialty Boards;
   
7. processes to encourage the exchange of ideas, self-evaluation, and improvement of the organization;
   
8. process for removing the affiliation of Member Specialty Boards under circumstances enumerated by the Board of Trustees;
   
9. means of encouraging continuing education and research relevant to professional credentialing;
   
10. a budget for the Corporation and mechanism for reviewing the financial viability of the Member Specialty Boards; and
    
11. other processes and policies to further the work of the Corporation
    
4. The Board of Trustees shall oversee the Corporation’s interaction with the public, other professions, external groups, and regulatory agencies.
   
5. The Board of Trustees shall provide for Central Office Administrative services and record systems for the Corporation and its Member Specialty Boards including, but not limited to, the collection of revenues and the disbursement of funds.
   
6. The Board of Trustees shall, as needed, organize and operate standing and/or ad hoc committees. The President shall appoint the members of the Committees except as otherwise directed by the Board of Trustees. Unless it has been delegated authority to act, a Committee will not act for the Board of Trustees, but will report to the Board of Trustees.
   
7. The Board of Trustees may delegate its authority to an officer, committee or other body, unless such delegation is inconsistent with these Bylaws or the law.

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Chapter 5

Officers

1. Officers of this Corporation shall consist of a President, a President-elect, and Immediate Past-president, a Secretary, a Treasurer, and such other officers as the Board of Trustees may select. A different natural person shall hold each specified office.
   
2. When a Trustee is elected President-elect, Secretary, or Treasurer a vacancy occurs for a Trustee in the specialty of that officer. The Member Specialty Board(s) so affected shall present a slate of two or more candidates from which a trustee shall be appointed to serve the unfilled term of the officer’s position.
   
3. Each of the officers of the Corporation shall be chosen from among the members of the Board of Trustees. Election of officers shall be held at the Annual Meeting of the Board of Trustees. The President-elect, President, and Past-president serve consecutive two (2) year terms. The Secretary and Treasurer serve for a two (2) year term renewable upon election for an additional two (2) year term.
   
4. A vacancy in any office of the Corporation shall be filled by election at the next Annual Meeting or by mail ballot from among the members of the Board of Trustees. This election is to fill the uncompleted term of the position.
   
5. Duties of the officers:
   
1. The President shall be the Chief Executive Officer of the Corporation, and consistent with the rules and procedures of the Board of Trustees, shall have broad authority to: oversee the operation of the organization, promote the Purposes and Goals of the Corporation, establish the agenda for meetings of the Board of Trustees, be the chair of the Executive Committee, be responsible for reviews of the operations of the Executive Officer and Central Office, represent the Corporation to other organizations and the public, coordinate the work of the officers of the Corporation, make appointments to committees, and have such other powers and duties as may be assigned by the Board of Trustees.
   
2. The President-elect, in the absence or disability of the President, shall act in the place of the President, and perform such of the duties of the Corporation may be assigned by the President or by the Board of Trustees. In the absence of both the President and the President-elect, a chairperson pro tem shall be elected by the members of the Board of Trustees present.
   
3. The Immediate Past-president shall provide advice on policy and activities of the Corporation and may represent the Board in the continuation of such activities as assigned by the President.
   
4. The Secretary shall record all minutes of all meetings of the BOT, including executive committee sessions and teleconferences. The secretary shall perform all duties incident to the office as directed by the President.
   
5. The Treasurer shall keep or shall cause to be kept true and accurate accounts of the financial transactions of the Board, be the custodian of the funds of the Board and of any securities which are the property of the Board of Trustees, and cause to be prepared a periodic audit of the books of the Corporation by a certified public accountant satisfactory to the Board of Trustees. The Treasurer may be required to give bond on such sum and with such security as may be approved by the Board of Trustees.
   
6. Any officer or member of the Board of Trustees elected or appointed by the Board of Trustees may be removed upon a two-thirds majority vote by the Board of Trustees whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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Chapter 6

Executive Officer

1. The Executive Officer shall be a nonvoting employee of the corporation, appointed by the Board of Trustees. The Executive Officer of the Corporation shall direct the activities of the central office, and shall perform such duties as may be assigned by the President, Board of Trustees and these Bylaws. The EO will designate an individual to direct office activities in his or her absence. The Executive Officer reports to the Board of Trustees through the President. Salary and the financial matters relating to the Executive Officer’s position are reviewed by the Board of Trustees upon the recommendation of the President.
   
2. The Executive Officer shall be responsible for the accuracy, distribution, and preservation of minutes of the meetings of the Board of Trustees, and shall conduct correspondence and keep the records of the Corporation, including data with respect to any examination held, Diplomas issued, and other official transactions, and shall keep and organize the Policy and Procedures of the Corporation. The Executive Officer shall be the custodian of the seal of the Corporation and shall affix same whenever and wherever proper.
   
3. On behalf of the Corporation the Executive Officer may employ such persons as are deemed necessary for the efficient conduct of its affairs. Employees of the Central Office shall work under the supervision of the Executive Officer.
   
4. The budget of the Central Office shall be established by the Board of Trustees in consultation with the Executive Officer and the Treasurer.

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Chapter 7

Committees

1. The President, unless otherwise directed by the Board of Trustees, shall annually appoint such standing and ad hoc committees as may be established by the Board of Trustees or required by the activities of the Corporation.


2. The Executive Committee, consisting of the President, President-elect, Immediate Past-president and Treasurer, shall be responsible for carrying out the affairs of the Corporation between meetings of the Board of Trustees. Periodic meetings, scheduled at the discretion of the President, may be held to insure continuity in management of the affairs of the Corporation. The Executive committee shall not have authority to amend the Bylaws, elect officers, recognize or dismiss Member Specialty Boards, make financial commitments for the Corporation in excess of $50,000, or take action required by these Bylaws or the law to be taken by the Board of Trustees.

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Chapter 8

Meetings

1. There shall be at least one meeting each year of the Board of Trustees held the first week after Thanksgiving at a time and place to be fixed by the Board of Trustees. The Board of Trustees may schedule such additional meetings as may be required to conduct its work. Meetings of the Board of Trustees may be conducted using conference telephone calls or other means of communication that permit conversation and interaction.
   
2. Special meetings of the Board of Trustees may be called by the President or upon the written request, made to the Executive Officer, of at least one-third of the members of the Board of Trustees, provided that written notice of the time of the special meetings and the subjects to be discussed at such meetings shall have been sent to each member of the Board of Trustees not less than 20 days prior to such meeting. The President shall have the right to fix the place of such meetings.
   
3. A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business of the Corporation. Unless otherwise required by the Bylaws, the law or standard rules of order, the votes of a majority of those present and voting shall be sufficient to pass upon business of the Corporation. There shall not be voting by proxy or in absentia.
   
4. The Board of Trustees shall be authorized to carry on the business of the Corporation by electronic or regular mail ballot between meetings. In such instance, it shall require an affirmative vote of the Trustees to pass upon any business of the Corporation except for those issues that require a larger majority as required by these Bylaws.

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Chapter 9

Member Specialty Boards

1. The Corporation recognizes Member Specialty Boards which become formally members of the Corporation. Each Member Specialty Board shall meet criteria for recognition, acceptance, and continued membership set by the Board of Trustees.
   
2. Member Specialty Boards shall:
   
1. include board certified specialists in active standing in the specialty;
   
2. seek broad representation of the designated specialty area;
   
3. may be incorporated and have Bylaws that conform with the standards established by the Board of Trustees;
   
4. have a governing body of appropriate size and composition;
   
5. Board certified specialists in an active status in the ABPP as well as in the Specialty Academy are eligible to serve as Specialty Board Directors;
   
6. Specialty Board Directors shall be appointed by the Member Specialty Board from a slate of nominees provided by the specialty’s Academy or shall be appointed by the specialty’s Academy from a slate provided by the Member Specialty Board. The manner of appointment shall be agreed upon by the specialty’s Academy and the Member Specialty Board.
   
1. Academies are membership organizations of board certified specialists independent of the American Board of Professional Psychology.
   
3. The function of the Member Specialty Board is to:
   
1. maintain a Board of Directors as the Executive Committee of the Member Specialty Board, actively responsible for designing and implementing the function of an examining body in the specialty;
   
2. function in accord with its Bylaws, policy and procedures, and those of the American Board of Professional Psychology;
   
3. c. maintain a close, collaborative relationship to the Board of Trustees;
   
4. relate and communicate with the profession, the Specialty’s applicant base, the Specialty Academy and its board certified specialists;
   
5. demonstrate a commitment to excellence through self-study and its relationship to the Standards Committee of the Corporation.
   
4. Membership of a Member Specialty Board may be rescinded by the Board of Trustees if such Member Specialty board does not maintain the criteria for affiliation, does not fulfill the functions stipulated by these Bylaws, or does not comply with other standards set forth by the Board of Trustees.
   
5. The Board of Trustees may accept as members of the Corporation additional Member Specialty Boards representing a specialty area not currently recognized by the organization and if a petitioning board demonstrates to the satisfaction of the Board of Trustees that:
   
1. Its’ standards for certification require equivalent specialty level competency in professional psychology to other areas of specialty of the Corporation;
   
2. it has viable governance which has responsibility for an organization compromised of individuals in that specialty;
   
3. it is broadly representative of the designated specialty area of psychology;
   
4. it will retain responsibility for self-funding in its activities until formal membership with the Corporation is; granted
   
5. it is likely to attract sufficient candidates to become board certified psychologists to make services reasonably available to the public;
   
6. it meets any additional requirements stipulated by the Board of Trustees.
   
6. Upon full acceptance into the Corporation at the end of the implementation and evaluative period, the new Member Specialty Board becomes formally affiliated with the Corporation, and all future examinations, publicity, and education materials of that specialty become the property of the Corporation, subject to the review and control of the Board of Trustees.

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Chapter 10

Certification Maintenance, Fees and Assessments, Privileges and Designation of Status

1. The Board of Trustees shall establish requirements for the maintenance of specialty certification including fees and assessments in order to insure the integrity and fiscal stability of the organization.
   
2. Upon approval of the Board of Trustees, Member Specialty Boards may establish fees and assessments in addition to those in Section I above.
   
3. Maintenance of Certification Requirements. ABPP is an active credential that requires annual renewal and associated attestation and fee. Each Board Certified Specialist must meet the annual maintenance of specialty certification requirements established by the Board of Trustees.
   
1. In order to maintain the status of board certified specialist or retired board certified specialist the maintenance of certification requirements must be met within 6 months of the notification of the January ABPP Annual Maintenance of Certification Renewal Statement.
   
2. A grace period shall be extended of one (1) year past the 6 month annual time requirement for renewal of certification (July 1) within which the certified specialist may comply with the maintenance requirements. Failing to maintain certification requirements past this one (1) year grace period shall result in the loss of board certified specialist status.
   Complying with the Maintenance requirements during this grace period shall re-instate recognition of board certification status. Failure to meet Maintenance requirements past this one (1) year grace period discontinues recognition as a specialist, and specialist status may only be accorded upon payment of all unpaid fees for the lapsed period, evidence of being in good standing from the licensing board of the jurisdiction and re- application to the Member Specialty Board.
   
4. Designation of Board Certified Specialist Status and Retired Status.
   
1. Board Certified Specialists who are in compliance with Certification Maintenance requirements are designated as Board Certified Specialists or Retired Board Certified Specialists and are entitled to the following privileges:
   
1. To serve on the Board of Trustees of the Corporation
   
2. To participate in the election of Directors of their Specialty Boards.
   
3. To be listed in and to have access to the on-line Directory and to receive the publications of the ABPP.
   
4. To be selected to serve on committees and task groups of the Organization.
   
5. Other privileges as may be granted by the Board of Trustees or Specialty Boards.
   
2. Board Certified Specialists or Retired Specialists who are not in compliance with Certification Maintenance requirements will be denied ALL privileges 1-5 in IVA above, and will be assigned the certification status as certification not maintained in the ABPP Archived Directory.
   
5. Certification Status. ABPP will maintain mechanisms for public and archival recognition of certification status.
   
1. Public Recognition.
   
1. A directory will be maintained for public recognition in which “Board Certified Specialists” and “Retired Specialists” will be listed. Board Certified Specialists who are not in compliance with certification maintenance requirements will not be listed in the public directory. and will be designated as “Certification not Maintained” `in the ABPP Archival Directory.
   
2. Archival Recognition. The status of all Board Certified Specialists will be maintained in an archival directory by the Central Office and made available, upon inquiry, to the public and the profession. If a request is made concerning the status of a specialist who has been certified by the ABPP, this status will be made known to the requestor.
   
6. The Revocation, Suspension voluntary resignation or Failure to Maintain Certification Status. A Board Certified Specialist whose Certification is revoked or suspended by action of the Board of Trustees, who resigns voluntarily, or fails to maintain his/her certification loses all privilege, including those specified in IV above, and may no longer represent him/herself as a Specialist Certified by the Organization.

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Chapter 11

Income and Properties

The income and properties of the Corporation, whenever and however derived, shall be applied solely toward promoting the purposes of the Corporation as set forth in the Certificate of Incorporation. No portion of the income or properties shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to members of the Corporation. This prohibition shall not prevent the payment of interest at prevailing bank interest rates or reasonable and proper rent for premises let by any member of the Corporation, nor repayment to any member for traveling expenses and other out-of-pocket cash disbursements and expenses actually incurred in connection with the proper and necessary business of the corporation.

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Chapter 12

Liabilities of the Board of Trustees

No member of the Board of Trustees or other officer or servant of the Corporation shall be liable for the accounts, receipts, neglects, or defaults of any other like member or agent, or for any loss or expense happening to the Corporation through the insufficiency or deficiency of any security in or upon which any of the money of the Corporation shall be invested or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any monies, securities, or effects shall be deposited, or for any loss or damage occasioned by an error of judgment or oversight, or for any other loss, damage, or misfortune whatever which shall happen in execution of the official duties or in the relation thereto, unless the same happened through dishonesty, willful neglect, or default.

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Chapter 13

Indemnification of Trustees, Officer, Employees and Board Certified Specialists

Each trustee, officer, and employee of this Corporation, and each Board Certified specialist who is officially engaged in Corporation business, shall be indemnified by the Corporation against all costs and expenses (including counsel fees) actually and necessarily incurred by or imposed on him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be made a party by reason of his being or having been such trustee, officer, employee, or Board Certified specialist, except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for dishonesty, willful neglect, or default. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if a majority of the Board of Trustees (excluding the person indemnified) determines that the person indemnified did not commit such negligence or misconduct in any substantial way. The foregoing right of indemnification shall not be exclusive of any other rights to which he/she may be entitled as a matter of law or by agreement, by law, or otherwise. Any indemnification, however, shall not exceed the monetary limits of any insurance policy carried for such purposes by the Corporation regardless of the absolute monetary amount incurred by an individual trustee, officer, employee, or Board Certified specialist engaged in Corporation business.

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Chapter 14

Ethical Principles

The ethical principles of the Corporation shall be the current code of ethics promulgated by the American Psychological Association.

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Chapter 15

Amendments

Alterations or amendments to these Bylaws require a two-thirds majority vote of the total members of the Board of Trustees at an Annual Meeting or by electronic or regular mail ballot, provided that all members of the Board of Trustees have been notified in writing of proposed changes not less than twenty days prior to the date of action.

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Chapter 16

Seal

The seal of the Corporation shall bear words of the following or similar import, that is to say: “The American Board of Professional Psychology, Inc., 1947.”

These Bylaws were amended:
December, 2002
July, 2005
December, 2005
December, 2006