Bylaws of the
American Philosophical Practitioners Association
Article I: Name and Purpose
Section 1. Name.
The name of this Corporation is the American Philosophical
Practitioners Association. The Corporation is also referred
to herein as the “Association".
Section 2. Purposes.
The Corporation is organized exclusively for charitable,
educational and scientific purposes within the meaning
of Section 501(c) (3) of the Internal Revenue Code of
1986, or the corresponding code section of any future
federal tax code.
Notwithstanding other provisions of these
bylaws, this Corporation shall not carry on any activities
not permitted to be carried on (a) by a corporation exempt
from federal income tax under Section 501 (c) (3) of the
Internal Revenue Code, or (b) by a corporation, contributions
to which are deductible under Section 170 (c) (2) of the
Internal Revenue Code.
The Corporation shall be operated for the
benefit of the public and to further the understanding
of philosophical practice in the United States. Activities
shall include: (a) education of the lay public and professionals
concerning all aspects of philosophical practice, (b)
support for the development of philosophical practice
throughout the United States, (c) implementation and administration
of a certification program for philosophical practitioners,
(d) serving as a liaison between practitioners of philosophical
practice in the United States and foreign national organizations
of similar purposes and interests, and (e) engaging in
any other educational activity compatible with the advancement
of philosophical practice.
No part of the net earnings of the Corporation
shall inure to the benefit of or be distributed to its
dierectors, agents, officers, or other private persons,
except that the Corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and
to make payments and distributions in furtherance of the
purposes of the Corporation.
Article II: Principal Office;
Registered Office and Agent
Section 1. Principal Office.
The address of the principal office of the Corporation
is APPA, the City College of New York, 137th Street at
Convent Avenue, New York, NY 10031. The Board of Directors
may, from time to time, change the location of the principal
office, or establish additional offices for the Corporation.
Section 2. Registered Agent and
The Corporation shall have and continuously maintain a
registered agent and office in the State of New Jersey.
The Board of Directors may, from time to time, designate
a different person as the registered agent and a different
address as the registered office of the Corporation; provided,
however, that any such designation shall become effective
upon the registration of such change by filing with the
State of New Jersey.
Article III: Memberships
Section 1. Members’ Rights.
All classes of members may avail themselves of the educational
programs of the Association. Membership in any class shall
be subject to the approval of the Membership Committee
which may establish from time to time standards and guidelines
for membership as well as the privileges applicable to
each class of membership.
Section 2. Qualifications.
Memberships are not restricted by nationality, age, race,
color, creed, religion, gender, sexual preference, disability,
marital status, military status or the participation of
the member in any other category protected by state or
federal law. Membership in this Association shall be open
to the public; however, there are qualifications for various
membership categories, described herein.
(a) Certified members are individuals who
hold an advanced degree in Philosophy from an accredited
academic institution; have documented experience as a
philosophical practitioner; have satisfied APPA training
requirements for counselors, facilitators, or consultants,
and demonstrate the qualities of professionalism and integrity
conducive to the reputation and credibility of philosophical
(b) Affiliate members are qualified, experienced
and reputable counselors or consultants in other fields
(e.g. law, psychology, social work, medicine), who explicitly
or implicitly utilize philosophical elements in their
practices, or who seek cooperation with philosophical
(c) Adjunct members are holders of accredited
Masters or Doctorate degrees in Philosophy, or the equivalent
thereof, (as determined by APPA) and who seek certification
as a philosophical practitioner.
(d) Auxiliary members are self-selecting
friends and supporters of APPA. There are no special requirements
for Auxiliary membership.
(e) Organizational members are corporate
(for-profit or non-profit) entities which provide financial
support for APPA and in return are eligible for opportunities
to register their employees in various educational forums
administered by APPA.
(f) Advisory members are members of APPA’s
or similar organizations’ national or international
advisory boards who are invited by the Board of Directors
of APPA to serve as Advisory members.
(g) Honorary members are individuals or
organizations recognized by the Board of Directors of
APPA as Honorary Members for reasons approved by the Board
of Directors from time to time.
(h) Sponsors of philosophical practice are
not technically members but are individuals recognized
due to their financial support for the Corporation. Sponsors
may become Auxiliary members through application to the
Section 2. Voting Rights.
Members may vote on matters brought to a general meeting
of the members for a vote, as determined by the Board
of Directors. Each member shall be entitled to one (1)
vote, with the exception of Organizational Members which
shall vote by delegation, each delegation being entitled
to one vote.
Section 3. Removal.
Members of any classification may be removed from membership
for cause by a two-thirds affirmative vote of the Board
of Directors present at any meeting. For any cause other
than nonpayment of dues, a vote for removal shall occur
only after the member complained against has been advised
of the complaint lodged and has been given reasonable
opportunity for defense; and such member, if removed,
may appeal from the decision of the Board to the Annual
Business Meeting of the Association providing that notice
of intent of appeal is provided to the President at least
thirty (30) days in advance of the meeting.
Section 4. Reinstatement.
A former member desiring a continuous member record may
be reinstated on showing proof of qualification and paying
all dues in arrears. If, however, a continuous membership
record is not desired, the member may be reinstated on
showing proof of qualification and paying current year's
dues, plus a reasonable reinstatement fee as established
by the Board of Directors.
Section 5. Resignation.
Any member may resign by filing a written resignation
addressed to the Association, or through non payment of
dues, but such resignation shall not relieve the member
so resigning of the obligation to pay other charges theretofore
accrued and unpaid.
Article IV: Meetings of
Section 1. Annual Meeting.
An annual general meeting of the members shall occur at
such location, date and time as determined by the Board
of Directors. Any business may be presented at an annual
meeting whether or not referred to in the notice of meeting,
including matters brought before the membership for a
vote. Members may attend and organizational members may
be represented by a delegate or delegation. Notice of
matters brought before the memberhsip shall be provided
in accordance with Section 3 of this Article.
Section 2. Membership Meetings.
Meetings of any classification of members may occur periodically
at such time and place as determined by the Board of Directors.
Section 3. Notice of Meetings.
Written notice of the date, time and place of all meetings
of the membership Corporation and of the membership shall
be mailed or faxed to each member at such member's address
or telefax number as it appears on the books of the Corporation
at least ten (10) days before the date of the meeting.
For each special meeting, the notice therefor shall state
briefly the purpose(s) of the meeting.
Article V: Directors
Section 1. Authority and Responsibility.
The governing body of the Association shall be the Board
of Directors. The Board of Directors shall have supervision,
control and direction of the affairs of the Corporation,
its committees, activities, and publications; shall adhere
to the Duty of Due Care, Obedience and Loyalty; shall
serve as fiduciaries and supervise the disbursement of
the Corporation’s funds; shall determine its policies
and monitor its affairs; shall actively pursue its objectives.
The Board may adopt such rules and regulations for the
conduct of its business as shall be deemed advisable,
and may, in the execution of the powers granted, delegate
certain of its authority and responsibility to an Executive
Section 2. Obligations to Disclose
and Avoid Conflicts of Interest.
The Board of Directors shall adopt a conflict of interest
policy which is reviewed from time to time for the purpose
of prohibiting any Director from conducting his or her
personal affairs in such a manner that a conflict of interest
with the Corporation is created; and for the purpose of
prohibiting conduct by the Corporation which would create
a conflict of interest among or between members, Directors
and the Corporation’s legal obligations.
Whenever a conflict of interest arises,
or the appearance of a conflict of interest, such director
or officer with the conflict (hereafter the “interested”
director or officer) who is present at the meeting of
the Board of Directors or of a committee of the Board,
shall disclose in good faith the material facts as to
such interest, or financial interest, or appearance of
conflict of interest, and any action of the Corporation
to approve activity in which a conflict of interest, or
appearance of conflict of interest, exists, shall be approved
by a majority of the disinterested directors.
Section 3. Composition of Board.
The Board of Directors shall consist of no less than three
(3) and no more than thirteen (13) members; nominated
and elected by the Board of Directors.
Section 4. Terms of Office and Manner
Directors may serve three-year terms, or until their successors
have been elected and assume office. The President may
serve an additional one (1) year term or until the successor
has been elected and assumes office. The number of Directors
and the manner of their election by the voting membership
shall be determined by the Nominating Committee.
Section 5. Nominations.
The Nominating Committee, acting in accordance with Article
VIII, Section 3, shall present to the full board one nominee
for each vacancy or upcoming vacancy.
Section 6. Quorum of the Board.
At any meeting of the Board of Directors, a majority of
the voting members of the Board shall constitute a quorum
for the transaction of the business of the Association,
and any such business thus transacted shall be valid providing
it is affirmatively passed upon by a majority of those
present and voting.
Section 7. Actions of the Corporation.
The approval of a majority of the Board of Directors present
in person at a meeting at which a quorum is present, shall
be an act of the Corporation, unless the act of a greater
number is required by law or by the Articles of incorporation
or by these bylaws.
Section 8. Meetings of the Board.
A regular meeting of the Board of Directors shall be held
no less than two (2) times each administrative year at
such time and such place as the Board may prescribe. Notice
of all such meetings shall be given to the directors not
less than thirty (30) days before the meeting is held.
Special meetings of the Board may be called by the Chairman
of the Board or at the request of any three (3) directors,
by notice mailed, delivered, telephoned, facsimilied or
electronically mailed to each member of the Board of Directors,
not less than seventy-two hours before the meeting is
held. Such meetings may be conducted by teleconference,
if practicable, or by some other mechanism, as long as
all participating directors can hear one another.
Section 9. Special Meetings.
A special meeting of the Board of Directors may be called
at any time by the Chairman of the Board or President
of the Corporation, by the Board of Directors, or upon
the written request of at least one-third (1/3) of the
members of the Association. The date, time and place of
special meetings shall be as determined by the Board of
Directors and designated in the notice thereof, provided
that such special meetings shall be held at a reasonable
location and within a reasonable time after the call therefor.
Such special meeting may be conducted by teleconference
call if practicable.
Section 10. Meetings Without a Meeting.
Meetings may be held without the requirement of the physical
presence of any of the directors as long as the arrangements
for the “meeting” include conferencing which
enables all the participants to hear one another, such
as by telephone conference. In the event that none of
the directors are physically present together for conferencing,
no action of the Corporation may be taken without unanimous
written consent of all directors to such action.
Section 11. Voting.
Each director shall be entitled to one (1) vote. Voting
rights of a director shall not be delegated to another
nor exercised by proxy.
Section 12. Absences From Meetings.
Any elected officer or director who shall have been absent
from two (2) consecutive regular meetings of the Board
of Directors during a single administrative year shall
automatically vacate the seat on the Board of Directors
and the vacancy shall be filled as provided by the Bylaws;
however, the Board of Directors shall consider each absence
of an elected officer or director as a separate circumstance
and may expressly waive such absence by affirmative vote
of a majority of its members.
Section 13. Vacancies.
Any vacancy occurring on the Board of Directors between
annual meetings shall be filled by the Board of Directors
upon recommendation of the Nominating Committee. A director
so elected to fill a vacancy shall serve the unexpired
term of his predecessor.
Section 14. Resignation and Removal.
The Board of Directors may remove any director for cause
or no cause by an affirmative two-thirds vote of the Board
present at any regular or special meeting. Resignations
of Directors must be made in writing to the President/Chairman
of the Board of Directors and are effective when received
or upon the date designated in the resignation letter
by the Director who is resigning.
Section 15. Compensation.
Directors and elected officers shall not receive any compensation
for their services on behalf of the Association but are
entitled to reimbursement for reasonable and necessary
expenses, as determined by the Board of Directors, which
are incurred during the course of voluntary service as
Article VI: Officers
Section 1. Elected Officers.
The elected officers of the Corporation shall be a President
of the Corporation who shall also serve as the Chairman
of the Board, a Secretary and a Treasurer (one person
may serve in both offices) and any other offices determined
by the Board of Directors by resolution. All officers
are elected by the Board of Directors and serve until
their successors have been duly elected and assume office.
Section 2. Exemption from Dues.
Any officer of this Corporation is exempt from paying
dues, unless that officer desires to be and qualifies
as a dues-paying member of the Corporation.
Section 3. Nomination and Election
In accordance with Article VIII, Section 3, the Nominating
Committee shall prepare and submit to the Board of Directors
nominations for President/Chairman, Secretary/Treasurer
and such other officers as are determined by the Board.
Any person so nominated shall have given prior consent
to nomination and election as an officer.
Section 4. Term of Office.
Each elected officer shall take office immediately upon
installation and shall serve for a term of three (3) years
or until a successor is duly elected and qualified. Each
elected officer shall serve concurrently as a member of
the Board of Directors and as a member of the Executive
Committee. Officers may be elected for successive terms
Section 5. Vacancies-Removal.
Vacancies in any elected office may be filled for the
balance of the term thereof by the Board of Directors
upon recommendation of the Nominating Committee. The Board
of Directors, by two-thirds vote of all its members, may
remove any officer from office for cause.
Article VII: Duties Of
Section 1. President/Chairman of
The President shall be the chief elected officer of the
Association and serve as Chairman of both the Board of
Directors and the Executive Committee. The President/Chairman
shall also serve as an ex-officio member of all committees
except the Nominating Committee and shall make all required
appointments of standing and special committees and trustees.
The President/Chairman does not vote except to break a
tie. The President/Chairman may exercise a veto as determined
by the Board of Directors through resolution.
At the Annual Meeting of the Association
and at such other times as deemed proper, the President/Chairman
of the Board shall communicate to the members such matters
and make such suggestions as may tend to promote the welfare
and increase the usefulness of the Association. The President/Chairman
shall perform such other duties as are necessarily incident
of the office of Presient of the Corporation and Chairman
of the Board or any that may be prescribed by the Board
Section 2. Secretary.
The Secretary shall:
Be custodian of, certify and maintain the
original and copies of the records of the Corporation,
including these bylaws, at the principal office of the
Corporation as amended and otherwise current;
Keep at the principal place of business
of the Corporation or at such other place as the Board
may determine, a book of minutes of all meetings of the
Board of Directors and if applicable, meetings of committees,
and members, recording therein the time and place of meetings,
the notices for such meetings and the names of those present
or represented at the meetings and the proceedings thereof;
See that all notices are duly given in accordance
with these bylaws;
Keep at the principal place of business
of the Corporation or at such other place as the Board
may determine, a board book containing the names, addresses
and other information of each members of the Board of
Directors and a similar Membership book or records of
In general perform all duties incident to
the office of Secretary of a corporation, and such other
duties as may be required by law, these bylaws, or the
Articles of Incorporation, or which may be assigned from
time to time by the Board of Directors.
Section 3. Treasurer.
The Treasurer shall:
Be responsible for the status of all financial
activity of the Corporation including keeping and maintaining
or being responsible for the maintenance of correct accounts
of the Corporation’s properties and business transactions,
including accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
Exhibit at all reasonable times the books
of account and the financial records of the Corporation
to any Director, officer or agent or attorney thereof,
on request therefore;
Deposit or cause to be deposited all funds
in the name of the Corporation in such banks, trust companies
or financial institutions and using such financial instruments
as the Board of Directors may authorize;
Disburse or cause to be disbursed the funds
of the Corporation, as may be directed by the Board of
Directors or as may be necessary for the Corporation to
meet its financial obligations;
Oversee the collection of members' dues
Prepare or cause to be prepared any annual
reports required by state or federal governments;
Establish and monitor proper accounting
procedures for the handling of the Corporation's funds;
Cause to be prepared an annual review of
financial accounts, controls and practices by a certified
public accountant; and,
Report on the financial condition of the
Association at all meetings of the Board of Directors
and at all other times as called upon by the Chairman
of the Board, and
Perform such duties as may be specified
by the Board of Directors.
Article VIII: Committees
Of The Board Of Directors
Section 1. Membership Committee.
The Board of Directors may appoint a Membership Committee
consisting of such persons as may be appointed by the
Board of Directors, subject to the requirements set forth
below in Section 6 of this Article VIII. The Membership
Committee shall perform the duties with respect to nominations
and applications for membership in the Association set
forth above in Article III of these Bylaws.
Section 2. Executive Committee.
The Board of Directors may appoint an Executive Committee
which shall have and may exercise all of the powers granted
to the Board of Directors, subject to the limitations
set forth below in Section 6 of this Article VIII. All
members of the Executive Committee shall be eligible for
election as officers of the Corporation.
Section 3. Nominating Committee.
The Board of Directors may appoint a Nominating Committee
to recommend to the Board nominees for election to the
Board of Directors pursuant to Article V, Section 4 of
Section 4. Personnel Committee.
The Board of Directors may appoint a Personnel Committee
with responsibility for decisions with respect to the
hiring, compensation, employee benefits, supervision,
disciplining, and dismissal of any agents, employees,
or independent contractors hired to perform services for
the Corporation, subject to such limitations as the Board
of Directors by resolution may impose.
Section 5. Other Committees.
The Board of Directors may appoint from time to time such
other committees to serve such purposes of the Association
as the Board of Directors shall deem appropriate.
Section 6. Committee Requirements
Notwithstanding any other provision of these Bylaws, each
committee appointed by the Board of Directors shall: (a)
Be subject to such limitations as may be imposed by the
Board of Directors, these bylaws, the Articles of Incorporation
or applicable law; and (b) keep regular minutes of its
meetings and shall present the same to the Board of Directors
at the meetings of the Board of Directors. In the event
the Board of Directors declines to appoint any of the
Committees enumerated in this Article VIII, the Board
of Directors shall fulfill the functions of that committee.
Article IX: Contracts,
Section 1. Contracts.
The Board of Directors may authorize any officer(s), agent(s)
or employee(s) of the Corporation, in addition to the
officers so authorized by these Bylaws, to enter into
any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Checks and Drafts.
All checks, drafts or orders for the payment of money,
notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer(s),
agent(s) or employee(s) of the Corporation and in such
manner as shall from time to time be determined by resolution
of the Board of Directors.
Section 3. Deposits.
All funds of the Corporation shall be deposited from time
to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of
Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the Corporation
any contribution, gift, bequest or devise for the general
purposes or for any special purpose of the Corporation.
Article X: Books and Records
and Annual Audit
Section 1. Records and Books of
The Corporation shall keep correct and complete books
and records of account and shall also keep minutes of
the proceedings of meetings of the members, the Board
of Directors and committees having any of the authority
of the Board of Directors, and shall keep at its principal
office a record giving the names and addresses of the
members entitled to vote. All books and records of the
Corporation may be inspected by any regular member, or
his or her agent or attorney, for any proper purpose at
any reasonable time, except as otherwise expressly provided
by these Bylaws or by resolution of the Board of Directors
or as required by law.
Section 2. Annual Audit
The Board of Directors shall cause to be prepared an independent
audit of the Corporation at he conclusion of each fiscal
year. The audit report shall be disclosed as applicable
to state and federal governments in conjunction with the
Corporation’s financial reporting obligations.
Article XI: Records and
Section 1. Maintenance of Corporation
The Corporation shall keep at its principal place of business:
(a) Minutes of all meetings
of directors, committees of the Board and, as applicable,
meetings of members, indicating the time, date and location
of the meeting, whether regular or special, the notice
given, and the names of those present or that proxies
were provided, and the proceedings thereof;
(b) Adequate and correct books and records
of account, including accounts of its properties, assets,
liabilities, income and business transactions;
(c) A copy of the Corporation’s
Articles of Incorporation, application for tax-exemption
(Form 1023 with attachments), Determination Letter from
the IRS, and all annual returns, correspondence with the
IRS and the State of New Jersey, or any other state government
with regulatory authority over the Corporation, and any
contracts executed in the Corporation’s name or
on the Corporation’s behalf.
Section 2. Directors’ Inspection
Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records, and documents
of every kind and to inspect the physical property of
the Corporation and shall have such other rights to inspect
the books, records, and properties of this Corporation
as may be required under the Articles of Incorporation,
other provisions of these bylaws, and provisions of law.
Section 3. Public’s Inspection
This Corporation has the obligation to provide to individuals
a copy of the corporation’s application for tax-exemption
and annual returns to the IRS when the request is bona
fide and does not constitute harassment. When a request
is made, the Secretary of the Corporation shall respond
by providing the individual making the request with a
copy of the requested documents, immediately if in person,
and within a reasonable time period, if the request is
in writing. The Corporation may charge a reasonable copying
Section 4. Periodic Reports.
The Board of Directors shall cause any annual or periodic
report required under law to be prepared and delivered
to any government office or the federal government and
to be accurately prepared and filed within the time limits
set by law.
Article XII: Indemnification
Of Directors, Officers and Employees
Each director, officer or employee of the
Corporation, including the heirs, executors and administrators
of each director, officer, or employee, shall be indemnified
by the Corporation against all costs, expenses and amounts
of liability therefor, including counsel fees, reasonably
incurred by or imposed upon him or her in connection with
or resulting from any action, suit, proceeding or claim
to which he or she may be made a party, or in which he
or she may be or become involved by reason of his or her
acts of omission or commission, or alleged acts of omission
or commission, as such director, officer or employee,
or, subject to the provisions hereof, any settlement thereof,
whether or not he or she continues to be such director,
officer or employee at the time of incurring such costs,
expenses or amounts, and whether or not the action or
omission to act on the part of such director, officer
or employee which is the basis of such suit, action, proceeding
or claim, occurred before or after the adoption of this
Bylaw, provided that such indemnification shall not apply
with respect to any matter as to which such director,
officer or employee shall be finally adjudged in such
action, suit or proceeding to have been individually guilty
of negligence or misconduct in the performance of his
or her duty as such director, officer or employee, and
provided, further, that the indemnification herein provided
shall, with respect to any settlement of any such suit,
action, proceeding or claim, include reimbursement of
any amounts paid and expenses reasonably incurred in settling
any such suit, action, proceeding or claim, when, in the
judgment of the Board of Directors of the Corporation,
such settlement and reimbursement appear to be for the
best interests of the Corporation. The foregoing right
of indemnification shall be in addition to and not exclusive
of any and all other rights as to which any such director,
officer or employee may be entitled under any insurance,
agreement, resolution of the members or Board of Directors
Section 1. Fiscal Year.
The fiscal year of the Corporation shall begin on the
first day of June and end on the last day of May in each
Section 2. Amendments to the Bylaws.
The Board of Directors of the Corporation shall have the
right and power to adopt amendments to the Bylaws at any
meeting of the Board of Directors upon a 2/3 vote of approval
by the directors then in office or by unanimous written
consent of all directors if through written approval without
a meeting; provided that in all cases the action is proposed
at a regular or special meeting of the Board of Directors,
that written notice of the proposed changes was sent to
Directors of the Corporation at least three (3) weeks
in advance prior to the meeting. The Executive Committee
does not have the power to amend bylaws on its own.
Section 3. Waiver of Notice.
Whenever any notice is required to be given to members
and/or directors under the provisions of the Articles
of Incorporation, these Bylaws or applicable law, a waiver
thereof in writing signed by the member(s) and/or director(s),
as the case may be, entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent
to the giving of such notice.
Section 4. Periodic Reports.
The Board of Directors shall cause any annual or periodic
report of this Corporation required under law to be prepared
and delivered to an office of the state or federal government
as applicable, within the time limits
Section 5. Prohibited Political
No substantial part of the activities of this Corporation
shall be the carrying on of propaganda, or otherwise attemting
to influence legislation and this Corporation shall not
participate in, or intervene in, any political campaign
for public office.
Section 6. Insurance.
The Corporation may purchase and maintain insurance on
behalf of the corporate entity, and any person who is
or was a director, officer or agent of the Corporation,
against any liability asserted against him or her as a
result of his or her actions on behalf of the Corporation.
Section 7. Dissolution.
In the event of a dissolution of the Corporation, or winding
up of the Corporation, whether voluntary or involuntary,
or by operation of law, after payment of debts and liabilities,
or provision for payment, the property or assets of the
Corporation shall be distributed in accordance with the
Articles of Incorporation, for one or more exempt purposes
within the meaning of Section 501(c) (3) of the Internal
revenue Code or to a state or local government, for a
APPROVAL OF CORPORATE RESOLUTION
ADOPTING APPA BYLAWS
RESOLVED that the bylaws set forth
on the preceding 13 pages are hereby approved and duly
adopted by the Board of Directors of the American Philosophical