Christian Association for Psychological Studies, Inc.
(Amended and Restated on February 4, 2011)
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:
- Regular Membership
Regular Membership shall be open to those who possess any one of the following qualifications:
- Holding an approved graduate degree and/or professional certification or licensure in a psychologically-related field, or
- 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.
- 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.
- 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.
- Application for membership shall be made to the President, who shall approve routine applications on behalf of the Association.
- Agreement with the CAPS Statement of Faith and Statement of Ethical Guidelines are prerequisites of any class of membership.
MEETINGS OF THE 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.
THE BOARD OF DIRECTORS AND ITS MEETINGS
Section 1 The Board of Directors shall include between eight and twelve members, as determined by the Board of Directors, and composed as follows:
- Three Professional Representatives
One Director from each of the professional categories listed below shall be elected by the voting members of the Association:
The Nominating Committee of the Board shall prepare the slate of nominees used in the election, with provision made for write-in candidates.
- One Ex Officio Representative
The President shall serve as an ex officio member of the Board without voting privileges.
- Divisional Representatives
Each formally recognized Division shall have one member serve on the Board of Directors. This Director shall be elected by the voting members of the Division, from among the Division’s members eligible to hold elected office. Division leadership shall prepare the slate of nominees used in the election, with provision made for write-in candidates, and shall conduct the election.
The remaining Directors shall be elected by the voting members of the Association, from among the members eligible to hold elected office. The Nominating Committee of the Board shall prepare the slate of nominees used in the election, with provision made for write-in candidates.
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 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.
ACCOUNTING AND FINANCES
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.
COMMITTEES AND APPOINTEES
Section 1 There shall be at least three standing committees of the Board: The Executive Committee, the Nominating Committee and the Finance & Audit Committee. In addition to these three 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 Nominating Committee shall be comprised of appointed members of the Board. The Committee shall be responsible for researching and proposing prospective members to the full Board when there is a vacancy on the Board of Directors, and of preparing a slate of nominees to be used in elections. The Nominating Committee seeks to see expressed on the Board of Directors the gender, ethnic, geographic and professional diversity of the Association as a whole.
Section 5 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.
CHAPTERS AND DIVISIONS
Section 1 Chapters and Divisions may be formed as constituent parts of the Association as a whole, shall be organized under the Tax ID number of the Association, and be subject in all ways to the Articles of Incorporation and these Bylaws as well as the decisions of the Association as dictated by its President and Board of Directors. All members of Chapters or Divisions shall be considered members of both the Association and the Chapter or Division.
Section 2 Chapters and Divisions shall operate with leadership structures that provide direction and guidance, and that report to the Association’s President. Specific leadership structures are not dictated by these Bylaws, and each Chapter or Division 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.
Any and all conflicts that may arise between a Chapter and the Association shall be adjudicated by the Board of Directors or by a decision of the membership as a whole.
Section 3 The purpose of Chapters and Divisions shall be to promote personal relationships, professional exchange, and additional programs appropriate to the chapter or division’s membership.
Chapters and Divisions 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 Copies of the minutes of all Chapter and Division meetings shall be made available to the President, and to the Board of Directors as requested.
PROPOSALS AND RESOLUTIONS
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 next annual 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 time 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.