ARTICLE I The purpose of the KENTUCKY PSYCHOLOGICAL ASSOCIATION, INC. (the "Association” or "KPA”) shall be to promote psychology as a science and as a profession toward improving people’s lives. The Association shall endeavor to provide advocacy for public and professional interests in mental health and in related health issues; encourage research and improved research methods, including those into evidence-based practice issues; disseminate psychological information through meetings, professional contacts, and publications; promote the ethical practice of psychology; encourage the promotion of the public welfare through the advancement of scientific and clinical interests, the professional growth of its members and the application of research findings; and shall engage in such other related activities as are desirable and proper within the limits of section 501(c)(6) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue laws)(the "Code). ARTICLE II TAX QUALIFICATION The Association shall be a business league as defined and described in section 501(c)(6) of the Code. The Association, its officers, directors, and agents shall do nothing which conflicts with this purpose. ARTICLE III The Association is the successor membership organization to the Kentucky Psychological Association, Inc., a Kentucky corporation formed in 1946 as a professional association of member psychologists in Kentucky and an affiliate of the American Psychological Association exempt from federal income tax under section 501(c)(3) of the Code (the "Predecessor KPA”). The Association’s purposes and activities are substantially similar to the Predecessor KPA. On April 24, 1998, the Board of Directors of the Predecessor KPA adopted resolutions authorizing its reorganization. Simultaneous with the payment of dues as specified in the May, 1999 dues notices, the members of the Predecessor KPA withdrew their membership in the Predecessor KPA and became members in the Association. The Predecessor KPA changed its name to the Kentucky Psychological Association Foundation, Inc. and continues to conduct charitable and educational activities which advance psychology as a science and a profession and as a means of promoting human welfare. Hereafter, this organization will be referred to as the “Kentucky Psychological Foundation”. The restructuring of the Predecessor KPA and the creation of the Association is hereinafter referred to as the "Reorganization.” ARTICLE IV Section 1. Classes of Membership. Membership shall be of three classes: Voting Members, Affiliate Members and KPA Associates. Section 2. Voting Membership Defined. Voting Members of the Kentucky Psychological Association shall possess either a Doctoral or a Master’s Degree from a program primarily psychological in content and conferred by a graduate school of recognized standing. Members shall agree to abide by the ethical and legal standards of the American Psychological Association, Association of State and Provincial Psychology Boards (ASPPB), the Kentucky Board of Examiners of Psychology, and any present or additional standards as may be adopted by the Association. Out-of-state psychologists who otherwise qualify for voting membership may become voting members upon application and payment of appropriate dues. Individuals who possess a Kentucky psychology license and practice at any level in the Commonwealth are considered full Active Member status and must pay corresponding dues. Full voting members who live in states adjoining Kentucky and whose primary workplace is in Kentucky may stand for election to all offices except Regional Representative. Section 3.1. Affiliate Membership Defined. Affiliate Members shall be students or out of state psychologists who are in agreement with the aims and purposes of the Association. Section 3.3 Persons who would otherwise qualify for voting membership may request affiliate status while enrolled full time in a doctoral program in psychology, but will not have voting privileges during that period. Section 4. Emeritus Member Status Defined. Emeritus members are voting members of the association. Any licensed member who meets two of the three criteria below will be eligible for Emeritus Member status. Individuals whose license was relinquished or terminated due to disciplinary action(s) will not be eligible for Emeritus Member status. Section 5. KPA Associates defined. KPA Associates shall include persons who do not otherwise qualify for membership or affiliate status and organizations and/or corporations who are in agreement with the aims and purposes of the Association. Members in good standing who are unable to pay the full dues amount because of special circumstances may apply in writing to the Membership Committee for a waiver of dues under a hardship condition. If accepted by the Membership Committee, the member will maintain all privileges of membership and will be charged reduced dues. If the circumstances prevail for more than one year, the member must notify the Membership Committee at the time when dues are payable and the committee will again review the application for a hardship waiver of dues payment.. ARTICLE V Section 1. General Powers. The affairs of the Association shall be managed by the Board of Directors. The Board shall have final approval of all appointments of committee chairs and committees and special bodies which are submitted by the President or President-Elect. The Board will also certify the results of KPA elections. It shall be the duty of the Board of Directors to appoint from the membership those who shall officially represent the Association in cases where the Association is not represented by either the President, President-Elect, Past President, the Executive Director, or the APA Representative. The Board of Directors may authorize the establishment of such standing and ad hoc committees and bodies (each of which shall consist of at least one (1) Director) as are necessary to carry out the purposes of the Association. Appointments to such special committees or bodies shall be made by the President with the approval of the Board of Directors. ARTICLE VI Section 1. Nominations Procedure. Nominating ballots shall be mailed to the Voting Members at least three (3) months prior to the start of the next term. The ballot shall list the names of the current officers, their terms of office and the names of all those members in good standing indicating their eligibility for nomination. The nomination ballot shall provide a statement of the length of term of each office to be filled and a blank for the name of one nominee for each. The nominations ballot shall be submitted to the membership by mail or electronically to members with access to this media. Nominating ballots will also provide the means for each voter to indicate their membership status in the American Psychological Association (APA), and therefore, their eligibility to nominate the APA Council Representative from among fellow members of both the APA and the KPA. Members are encouraged to self-nominate. A listing of those nominated for each office, with the number of nomination votes received, shall be prepared by the Nominations and Elections Committee and submitted to the Board of Directors. Wherever possible, for each office there shall be placed in final nomination at least two (2) names of candidates who have so agreed to the nomination. The final slate may contain only one (1) nominee for a given office, if that is the recommendation of the Nominations and Elections Committee and is accepted by the Board of Directors. In case a member of the Nominations and Elections Committee is nominated for any office, the chairperson shall choose another member to serve as a replacement on the committee. ARTICLE VII Section 1. Number and Qualifications. The officers of the Association shall consist of the President, a President-Elect, a Past President, a Secretary and a Treasurer. Any two (2) of the offices of President-Elect, Secretary and Treasurer may be combined and held by one (1) person, when so elected by the membership. Section 2. Terms of Office. Terms of office shall be: President - one year; President-Elect - one year; Secretary - two years; Treasurer - two years; Past President - one year. Officers elected by the membership shall assume the duties of their office on January 1st following their election. The Treasurer and Secretary shall be elected in alternate years. Section 5. Secretary. The duties of the Secretary shall include keeping records of all meetings of the Association and of the Board of Directors. When asked to do so by the Board of Directors, the Secretary will conduct correspondence on behalf of the Association. In the event neither the President nor the President-Elect is able to preside at a meeting of the Association or of the Board of Directors, the Secretary shall preside. In cooperation with the Executive Director or other staff, the Treasurer shall submit a financial statement of the Association at each meeting of the Board of Directors and of the Executive Committee. The Treasurer, in consultation with the staff, shall be responsible for preparing a proposed annual Association budget for submission to the Board of Directors. The Board of Directors may delegate authority to the Executive Director or other staff to perform routine functions of a financial nature. No later than 30 days after the close of the fiscal year, the Treasurer or designated staff shall submit an itemized financial statement to the President-Elect for the annual audit. The Board of Directors may require the Treasurer, and such other officers, agents and employees as the Board deems advisable, to give bond for the faithful discharge of their duties, in such sum and with such surety or sureties as the Board may from time to time prescribe, the expense of which may be borne by the Association, as the Board shall determine. These bonds shall be filed with the Secretary. The Treasurer of the Association shall serve concurrently as Treasurer of the Kentucky Psychological Foundation. Section 7. Past President. The Past President shall oversee a process of gathering nominations for such awards as are established by the Board of Directors, shall perform such duties as are assigned by the President. ARTICLE VIII Section 1. Number and Qualifications. There shall be elected six (6) Specialty Representatives, four (4) Regional Representatives, two (2) At-large Representatives, one (1) Academic Representative, one (1) Master’s Representative, one (1) Early Career Psychologist Representative, one (1) Representative to the APA Council of Representatives from members of the Association in good standing, and one (1) graduate student representative from members of KPAGS. Only members from these specific constituencies may stand for office and vote for that office. Board Representatives may be appointed to chair committees with approval of the Board. Section 2. Elections and Term of Office. The APA Council Representative shall serve a three (3) year term. The four (4) elected Regional Representatives, six (6) Section Representatives, Academic Representative, Masters Representative, Early Career Psychologist Representative and KPAGS Representative shall serve two (2) year terms. Terms begin on January 1. Terms shall be staggered to ensure continuity on the Board. APA Council Representative. Representative to APA Council will represent Kentucky on APAs policy making body. Representative will report back to the KPA Board of Directors on APA activities. The APA Council Representative shall serve a three (3) year term. Section 2.2 Regional Representatives. Representatives of the Western-Central and Ohio River regions will be elected to office in odd-numbered years. Representatives of the Bluegrass and Appalachian regions will be elected to office in even-numbered years. Members shall be eligible to vote for a Regional Representative based on the location of their KPA preferred mailing address. Regions are defined below: Region IV (Appalachian Region) – Counties of Adair, Bath, Bell, Boyd, Bracken, Breathitt, Carter, Casey, Clay, Clinton, Cumberland, Elliott, Estill, Fleming, Floyd, Greenup, Harlan, Jackson, Johnson, Knox, Knott, Laurel, Lawrence, Lee, Leslie, Letcher, Lewis, Lincoln, Martin, Mason, McCreary, Magoffin, Menifee, Metcalfe, Monroe, Montgomery, Morgan, Nicholas, Owsley, Perry, Pike, Powell, Pulaski, Robertson, Rockcastle, Rowan, Russell, Wayne, Whitley, and Wolfe.
Section 2.6 KPAGS Representative. The KPAGS representative shall be a KPA affiliate member in good standing and shall be currently enrolled in an accredited graduate program that is primarily psychological in content in an institution of higher education. Section 2.7 Early Career Psychologist Representative. The Early Career Psychologist seat would represent and be elected by those KPA members who are within ten years of completion of graduate school. Section 2.8 Member-at-Large Representatives. There will be two (2) at-large representatives serving as voting members of the Board of Directors. The Nominating Committee will make an effort to nominate members who increase the diversity of the Board through work setting, geographic location, or demographic characteristics. ARTICLE IX Standing Rules may be proposed, adopted or amended by the Board of Directors by a majority vote at any meeting where a quorum is represented. Additions or changes to the Standing Rules must be published on the KPA website. ARTICLE X Section 1. General Provision. The Standing Committees of the Association shall be: Nominations and Elections, Membership, Ethics, and Finance. At its discretion, the Board of Directors may establish additional standing and ad hoc committees and shall define their purpose and the scope of their authority. Committee chairs shall be nominated by the President. Committee chairs shall assume their responsibilities upon appointment by the Board of Directors. Chairs of committees serve in that capacity at the pleasure of the President and Board of Directors, and must be either re-confirmed or replaced by the incoming President at the start of his or her term It shall be the responsibility of each committee chair, in consultation with the President, to recruit members to serve on the committee; a list of these committee members shall be submitted for approval to the Board of Directors at the September meeting. Committee membership may include Affiliate Members as well as persons who are not members of the Association when their membership would enhance the work of the committee. ARTICLE XI The Board of Directors shall be empowered to establish liaisons with groups and organizations with whom the Association maintains significant working relationships. ARTICLE XII Section 1. Fiscal Year. The fiscal year shall begin July 1st and end June 30th. The Executive Committee and staff shall prepare a proposed budget for approval by the Board of Directors at the last meeting of the prior fiscal year. Section 2. Meetings. The Association shall hold at least one business meeting for all members each fiscal year. Members shall receive notice of this meeting personally or by mail at least ten (10) days in advance of the meeting. At least ten (10) Voting Members present who are not voting members of the Board of Directors shall constitute a quorum for the transaction of business at any membership meeting. Parliamentary procedures shall be observed in accordance to the model chosen by the Board and shall be appropriate to good governance procedures, e.g. Robert’s Rules of Order. ARTICLE XIII The Association shall maintain a central administrative office for the promotion of the purposes of the Association. This office shall be established at such a place and with such personnel, facilities and functions as the Board of Directors may direct. The key position in the Association central office shall be that of the Executive Director, who shall be retained by the Board of Directors, and shall be subject to removal in accordance with the Personnel Policy Guidelines of the Association and any contractual arrangement. Supervision of the Executive Director is the responsibility of the President. The specific duties of the Executive Director shall be assigned in writing by the Board of Directors. ARTICLE XIV The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed to any member unless for reimbursement of approved expenses made on behalf of the Association, or under terms of employment or contract with the Board of Directors. Upon dissolution, the Board of Directors shall, after paying or making provision for payment of the Association’s liabilities, dispose of all the Association’s remaining assets by contributing them to the Kentucky Psychological Association Foundation, Inc. If that organization is nonexistent, the assets shall be contributed to the APA Practice and Science Directorates in shares proportionate to the professional and academic members of the Association, respectively. ARTICLE XV Amendment(s) to these Bylaws may be proposed by the Board of Directors (a) on its own initiative, or (b) upon written petition of at least ten percent (10%) of the membership. The proposed amendment(s) shall be submitted to a vote of the membership by a mailed ballot. Only ballots which are postmarked on or before the specified return date, which must be no later than thirty (30) days after the date of the mailing of the ballots, will be counted. The proposed amendment(s) will be adopted or adjusted in accordance with the expressed vote of the majority of those voting. The vote on the amendment(s) must be tallied and the results certified by the Board of Directors. The effective date of the adopted amendment(s) will be the date of the certification of the vote to adopt. The Board of Directors shall begin, on that date, effecting an orderly transition to assure timely implementation of the amendment(s). Footnotes: Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on December 6, 2024. Approved by vote of the Membership. Approved at the Organizational Meeting of the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on April 16, 1999. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on March 13, 2009. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on September 14, 2012. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on September 12, 2014. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on December 11, 2015. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on June 4, 2016. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on June 7, 2019. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on October 26, 2021. Approved by vote of the Membership. Revisions Proposed by the Board of Directors of the Kentucky Psychological Association, Inc., a 501(c)(6) organization, on April 17, 2023. Approved by vote of the Membership. |