(Amended and Restated on April 3, 2008)

Article I: Name
Article II: Basis
Article III: Purpose
Article IV: Membership
Article V: Meetings of the Membership
Article VI: The Board of Directors and its Meetings
Article VII: Officers
Article VIII: Accounting and Finances
Article IX: Committees and Appointees
Article X: Regional Chapters
Article XI: Proposals and Resolutions
Article XII: Amendments
Article XIII: Dissoltion

ARTICLE I. NAME.

The name of the corporation is the CHRISTIAN ASSOCIATION FOR PSYCHOLOGICAL STUDIES.

Section 1.
The basis of this corporation is its Statement of Faith: the belief in God the Father who creates and sustains us; Jesus Christ the Son, who redeems and rules us; and the Holy Spirit, who guides us personally and professionally, through God’s inspired Word, the Bible, our infallible guide of faith and conduct, and through the communion of Christians.

Section 2.
Agreement with the Statement of Faith is a requirement of any class of membership in the Association.

The purpose of CAPS is to promote: (1) study of the integration of Christianity and the behavioral sciences at both theoretical and applied levels; (2) fellowship among Christians in psychological and related disciplines; (3) the spiritual, emotional and professional well being of our members; (4) educational and research opportunities that advance the mental health disciplines as avenues of ministry in, and to, the world.

Section 1.
The membership shall consist of the following classifications:

A. Regular Membership.
Regular Membership shall be open to those who possess any one of the following qualifications:

1. Holding an approved graduate degree and/or professional certification or licensure in a psychologically-related field, or

2. Holding an approved Master of Divinity degree or its equivalent and maintaining interest, and a current ministry, in accord with the aim of the Association.

Regular Members shall pay dues and shall be entitled to hold elected office.

B. Associate Membership.
Associate Membership shall be open to those who possess the following qualifications:

1. Primarily engaged in a career which is in accord with the aim of the
   Association, but unable to meet the requirements for Regular Membership. Associate Members shall be entitled to all the rights and privileges of Regular

Members with the exception of voting and holding elected office.

C. Student Membership.
Student Membership shall be open to any currently enrolled full-time undergraduate or graduate student pursuing a degree and/or career training in accord with the aim of the Association. Students shall pay reduced dues and shall be entitled to all the rights and privileges of Associate Members.

Section 2.
Additional membership classifications and categories may be determined, as needed
and appropriate, by the Board of Directors.

Section 3.
Application or nomination for membership.

A.  Application for membership shall be made to the President, who shall approve routine applications on behalf of the Association.        
B.   Agreement with the CAPS Statement of Faith and Statement of Ethical Guidelines are prerequisites of any class of membership.

Section 1.
Informational meetings and special meetings may be called by the Board of Directors as needed and appropriate, and may be held electronically. There shall be no required meetings of the membership.

Section 2.
Agenda for all meetings shall be prepared under the direction of the Chair of the Board of Directors and the President.

Section 3.
Special meetings of the membership at which formal votes will be taken may be called by the Board of Directors on no less than thirty days notice to all members. A call for a special meeting shall set forth the purpose or purposes of the meeting and no other business shall be transacted at such meeting.

Section 4.
All Regular Members in good standing shall be entitled to one vote. Electronic votes are allowed as called for by the Board of Directors.

Section 5.
A simple majority of those voting at a special meeting shall be required for the passage of any motion or resolution.

Section 1.
The Board of Directors shall include fourteen members.

A. Ten regional representatives

1. Each organized region shall have two representatives.
2. Each region shall select its two representatives to the Board of Directors from among the Regular Members in good standing in that region.

B. Three professional representatives, one from each of three categories

1. Academic/Research
2. Applied/Clinical
3. Pastoral

C. One ex officio representative
The President shall serve as an ex officio member of the Board without voting privileges.

Section 2.
The term of office of Directors shall be three years. A Director may not serve more than two consecutive terms of office.

Section 3.
The Board of Directors shall not hold less than two regular meetings each year. One of these meetings shall be a face-to-face meeting, held during the annual International Conference. Directors may participate in any meeting through the use of a conference telephone or similar communications device by means of which all persons participating in the meeting can be heard, and such participation in a meeting shall constitute presence in person at the meeting.

Section 4.
Special meetings of the Board of Directors may be called at any time by the Board Chair, and shall be called by the Chair if requested in writing by not less than one-half of the Directors. Special meetings shall be called on not less than fifteen days notice to all directors. A call for a special meeting shall set forth the purpose or purposes of the meeting and no other business shall be transacted at that meeting.

Section 5.
Each Director shall be entitled to one vote. Electronic votes are allowed as called for by the Board of Directors.

Section 6.
A simple majority of the membership of the Board shall constitute a quorum for the transaction of business; a simple majority of Directors voting at a meeting thereof shall be required for the passage of any motion or resolution.

Section 7.
Upon failure to meet responsibility, board members or officers may be removed by a two thirds majority of the Board. In the event of a vacancy on the Board of Directors, the Board may appoint a successor to serve until the position can be filled by due process.

Section 8.
Election of three professional representatives to the Board shall be from nominations prepared by the Board of Directors and distributed to the voting membership of the Association for vote. The ballot shall be distributed not less than 30 days prior to the due date for the submission of votes.

Section 1.
The Board of Directors shall hire, and oversee the performance of, the President. The President shall function as the chief executive officer of the Association, subject to the direction and control of the Board of Directors. The President shall have general supervision, direction and control of the business and affairs of the corporation and shall perform all duties incident to the office of President and such other duties as may be assigned to him/her by the Board of Directors. He or she shall be an active member of the Association and shall sit as an ex officio member of the Board of Directors, and all committees of the Association. Remuneration of the President shall be as set forth and established by the Board of Directors.

Section 2.
The Board of Directors at the annual meeting shall elect a Chair, Vice Chair, Secretary and Treasurer. The last two offices may be combined in one person. Said appointments shall be from among the Board membership. Said officers shall hold their offices for one year or until their successors shall be elected and qualified. Officers may hold successive terms of office.

Section 3.
The Chair shall preside at all meetings of the membership and the Board of Directors, but shall have no vote therein except in the event of a tie. He or she shall be an ex officio member of all committees. He or she shall be authorized to sign all written contracts and obligations, except checks, which have been approved by the Board.

Section 4.
The Vice Chair shall, in the absence, disability, or death of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as the Board shall prescribe. If both the Chair and the Vice Chair shall be absent from any meeting, the members present may select a presiding officer pro tem.

Section 5.
The Secretary shall attend all meetings of the membership and the Board of Directors and shall keep, or cause to be kept, minutes thereof. He or she shall give, or cause to be given, notice of all such meetings of the members and the Board, and shall perform such other duties as may be prescribed by the Board.

Section 6.
The Treasurer shall, under the direction of the Board of Directors, keep or cause to be kept, the funds and securities of the Association and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books belonging to the Association. He or she shall disburse, or cause to be disbursed, such monies as may be ordered by the Board of Directors.

Section 1.
The Board of Directors shall have the management and control over all funds and assets of the Association, shall be responsible for the maintenance of accurate records and accounts, and shall ensure that an independent audit of the Association’s financial records is conducted annually by a certified public accounting firm.

Section 2.
Income to the Association shall be the annual membership dues and from such other sources as shall be determined by the Board of Directors and which shall not be in conflict with the Articles of Incorporation or Bylaws. The amount of annual dues shall be established by the Board of Directors.

Section 3.
The directors may be reimbursed for all reasonable expenses incurred by them in the performance of their duties.

Section 1.
There shall be at least two standing committees of the Board: The Executive Committee and the Finance & Audit Committee. In addition to these two standing committees, other committees may be formed or disbanded at the discretion of the Board of Directors.

Section 2.
The Executive Committee shall be comprised of the officers of the Association: the Chair, Vice Chair, Treasurer, Secretary and President. The primary function of the Executive Committee is to exercise the powers of the Board of Directors as needed between regularly scheduled Board meetings or when it is not practical or feasible for the full Board to meet.

Section 3.
The Finance & Audit Committee shall be comprised of appointed members of the Board, with the Treasurer serving as Chair of the committee. The Committee shall be responsible for assisting the Board of Directors in the Board’s oversight responsibilities relating to the integrity of the Association’s financial statements, financial reporting process, and systems of internal accounting and financial control; the qualifications, independence, and performance of the independent auditor; and the Association’s legal and regulatory compliance.

Section 4.
The Board Chair shall, by and with the consent of the Board, appoint such other committees of the Board of Directors, or of the membership, or a combination of both, as are deemed necessary to carry out the purposes of the Association, and shall cooperatively appoint individuals to service on such committees.

Section 1.
Regional Chapters may be formed as constituent parts of the Association as a whole, and shall be organized under the Tax ID number of the Association and be subject in all ways to the decisions of the Association as dictated by its Board of Directors.

Regional Chapters may be organized in geographic areas as may be established by the Board of Directors in general conformance with the Articles of Incorporation and these Bylaws. All members of Regional Chapters shall be considered members of both the international association and the Regional Chapter.

Section 2.
Regional Chapters shall operate with leadership structures that provide direction and guidance on the chapter level, and that report to the Association’s Board of Directors through the President.

Specific leadership structures are not dictated by these Bylaws, and each Regional Chapter may determine what structure serves its own needs and requirements most effectively. The leadership structure must, however, be approved by the Association’s President before it can be formally adopted by the region.

Any and all conflicts that may arise between a Regional Chapter and the Association shall be adjudicated by the Board of Directors and/or by a decision of the membership as a whole.

Section 3.
The purpose of Regional Chapters shall be to promote personal relationships, professional exchange, and additional programs appropriate to the chapter and its membership.

Regional Chapters shall have sufficient autonomy to develop programs which are supplementary to the Association’s overall programming and which are not in conflict with that programming.

Section 4.
A reasonable percentage of dues paid to the international association may be returned to Regional Chapters, as determined by action of the Board of Directors, to assist with regional programming and administration.

Regional Chapters shall have sufficient autonomy to raise additional monies insofar as such activity does not conflict with fundraising and membership attraction and retention efforts of the Association.

Section 5.
Copies of the minutes of all Regional Chapter meetings shall be made available to the President, and to the Board of Directors as requested.

Section 6.
Local Chapters may be formed as constituent parts of the Association as a whole, and shall be organized under the Tax ID number of the Association and be subject in all ways to the decisions of the Association as dictated by its Board of Directors.

Local Chapters may be organized in municipal areas as may be established by the Board of Directors in general conformance with the Articles of Incorporation and these Bylaws. All members of Local Chapters shall be considered members of the international association, the Local Chapter, and the Regional Chapter of the region in which the Local Chapter lies.

Section 7.
Local Chapters shall operate with leadership structures that provide direction and guidance on the Local Chapter level, and that report to the Association’s Board of Directors through the President.

Specific leadership structures are not dictated by these Bylaws, and each Local Chapter may determine what structure serves its own needs and requirements most effectively. The leadership structure must, however, be approved by the Association’s President before it can be formally adopted by the region.

Any and all conflicts that may arise between a Local Chapter and the Regional Chapter of the region in which it lies, or between a Local Chapter and the Association, shall be adjudicated by the Association’s Board of Directors and/or by a decision of the Association’s membership as a whole.

Section 8.
The purpose of Local Chapters shall be to promote personal relationships, professional exchange, and additional programs appropriate to the chapter and its membership.

Local Chapters shall have sufficient autonomy to develop programs which are supplementary to the Association’s overall programming and which are not in conflict with that programming.

Section 9.
Local Chapters shall have sufficient autonomy to raise additional monies insofar as such activity does not conflict with fundraising and membership attraction and retention efforts of the Association.

Section 10.
Copies of the minutes of all Local Chapter meetings shall be made available to the President, to the Regional Director if any, and to the Board of Directors as requested.

Section 1.
Regular Members desiring to present a proposal or resolution affecting the Articles of Incorporation or Bylaws, or the power or authority of the Board of Directors, for consideration and vote by the membership shall present the same in writing to the Board of Directors not less than six months prior to a meeting of the Board of Directors. Depending on the nature of the proposal or resolution, the Board of Directors may either vote on the matter at their annual next meeting following the six month period, or at the annual meeting prescribe the process and timeline for bringing the matter before the voting members of the Association in the context of a special meeting, at which the same shall be voted upon.

Section 2.
All other proposals and resolutions shall be presented in writing in conformity with such rules as may be established by the Board of Directors.

The Articles of Incorporation and these Bylaws may be amended or replaced by a two-thirds majority vote of the membership eligible to vote, or a two-thirds majority vote of the Board of Directors.

Upon dissolution of the corporation, any assets that have not been permanently restricted by donor intent, shall be transferred to such religious or charitable organization(s) as shall be selected by the Board of Directors of the corporation, provided that such organization(s) shall be described in Section 501(c)(3) of the Internal Revenue Code as exempt from taxation under 501(a) of said Code.