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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 Office.
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 practice.

(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 practitioners.

(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 Corporation.

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 Membership

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 Committee.

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 of Election.
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 a Director.

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 of Officers.
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 of office.

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 Officers

Section 1. President/Chairman of the Board.
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 of Directors.

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 membership;

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 and assessments;

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 these Bylaws.

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 and Limitations.
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, Checks, Deposits

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
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 Inspection Rights

Section 1. Maintenance of Corporation Records.
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 Rights
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 Rights
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 fee.

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 or otherwise.

Article XIII

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 year.

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 Activity.
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 public purpose.

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 Practitioners Association.




 

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