ARTICLE I 
PURPOSE

      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
REORGANIZATION

      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
MEMBERSHIP

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 3.2  KPAGS Membership Defined.  KPA Graduate Student (KPAGS) members shall be Affiliate members of KPA and enrolled full or part time in an accredited graduate program which is primarily psychological in content at an institution of higher education.  KPAGS 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 in Psychology, and any present or additional standards as may be adopted by the Kentucky Psychological Association.  KPAGS members may vote only for the KPAGS representative to the KPA Board of Directors.

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.
a) Reached the age of 70
b) Has belonged to the KPA for a total of 30 years
c) Is fully retired or works in a clinical capacity 8 hours or less per week

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.  

Section 6.  Applications and Elections.  Applications for voting or affiliate membership shall be made by completing the member application and shall be accompanied by payment of dues for the current year (or initial payment of automatic recurring payment options).  Applicants shall agree to abide by the ethical and legal standards of the American Psychological Association, American Psychological Society, 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 Kentucky Psychological Association, Inc.  Applicants for voting membership shall disclose any information requested as to professional status and previous disciplinary actions.   The names and membership status of new members shall be reported to the Board of Directors.   

Section 7.  Rights, Privileges, and Termination.  Voting Members in good standing shall have all the rights and privileges of the Association as given in the current listing of membership benefits.  Voting Members and Affiliate Members may have membership terminated by majority vote of the Board of Directors for: violation of the ethical or legal standards of the American or Kentucky Psychological Associations, of the American Board of Professional Psychology (ABPP), or the Association for Psychological Science; or on the basis of action taken by a state or provincial Board of Psychology, by criminal or civil court of competent jurisdiction or by an employer for an ethical violation.  

Section 8.  Lapse of Membership and Reinstatement. Members who fail to pay dues within thirty (30) days of the due date shall become delinquent and shall lose the privileges of membership including voting, serving on committees, and/or standing in nomination for elected office.  Members who fail to pay dues within sixty (60) days after their due date will be dropped from membership and may not present themselves as KPA members.  Full membership may be restored by the payment of membership dues.  A member whose membership has been lapsed for three (3) or more years must reapply for membership.  A lapse in membership for more than one year resets the 30 year criteria for eligibility of Emeritus status.

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
BOARD OF DIRECTORS

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.  

Section 2. Executive Committee. The Executive Committee shall consist of the President, President-Elect, Past President, Secretary, and Treasurer as voting members and the Executive Director without vote.  To conduct the business of the Association, other officers and staff of the Association may be added by majority vote of the Board.  All staff added by the Board will be nonvoting members.  The Executive Committee is responsible for oversight of the operation of the Association and preparation of agendas for the Board of Directors’ meetings. The Executive Committee shall meet at least three times per year in addition to Board Meetings. The Committee may transact business for the Association subject to the final approval of the Board of Directors at their next regular or special meeting.

Section 3. Number, Qualifications, Election and Term of Office. The initial Directors shall be the fourteen (14) persons named in the Article of Incorporation filed in the office of the Secretary of State of Kentucky on April 13, 1999.  The voting members of the Board of Directors shall be composed of (a) the officers of the Association as specified in Article VII of these Bylaws; (b) elected Representatives as specified in Article VIII of these Bylaws; and (c) the Representative to the APA Council of Representatives, as specified in Article VIII of these Bylaws.  The number of voting directors may be increased or decreased from time-to-time by amendments to the Bylaws.  The Board may designate other person(s) to serve at the pleasure of the Board of Directors as additional director(s) with non-voting status.

Section 4. Meetings. The Board shall meet at least four times a year.  Other meetings may be called as required for the efficient conduct of Association affairs.  

Section 5.  Quorum. Forty percent (40%) of Directors then in office shall constitute a quorum for the transaction of business in any meeting of the Board. The act of the majority of the voting members of the Board of Directors present at a meeting at the time a quorum is present shall be the act of the Board.  Absent Board members may not appoint a proxy to vote in their stead.

Section 6.   Removal. Any member of the Board of Directors who is terminated from membership in the Association shall automatically be removed from the Board.  Members of the Board of Directors who have two Board Meeting absences without notice, at any time during their current term of office or have three absences with or without notice from Board meetings during their current term of office shall be automatically brought to the Board for a vote on possible removal from the Board.  Minutes of the meetings of the Board of Directors shall reflect those present, those absent with notice, those absent without notice, and any positions on the Board which are vacant.  Notice of absence shall be provided by the board member to the President.  The President is required to obtain the action of the Board of Directors at the next Board meeting upon determination by the Secretary that any member has missed the above-stated meetings.  The President will notify the member in question and the Board of such action prior to the meeting.  The majority vote by the Board of Directors is then sufficient to remove that member in question from the Board.  The remainder of the term of that office will be filled according to the provisions of Articles VII and VIII. If the President is the member to be considered for removal, his/her duties under these Bylaws will be performed by the President-Elect.

Section 7. Notice. Unless waived, notice of a time and place of regular and special meetings of the Board of Directors shall be given orally or in writing at least three (3) days prior to the meeting.

Section 8. Action without a Meeting. Action by the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken is signed by all of the Directors pursuant to KRS 273.3771, and the action taken is confirmed by a majority of the Board at the next regularly scheduled meeting of the Board.

ARTICLE VI
NOMINATIONS AND ELECTIONS

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.
      Nominating ballots shall be returned to the chairperson of the Nominations and Elections Committee. They must be postmarked or returned electronically no later than the date specified on the nominating ballot which shall be not less than two (2) weeks after the date of submission. 

      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.

Section 2. Election.  The Board Officers and Representatives shall be elected by the voting membership of the Association with the exception of the APA Council Representative whose nomination and election will be conducted by the APA.  The election ballots shall be submitted to the members no less than one (1) month prior to the start of the next term, listing names of the candidates alphabetically.  Each member may vote for one (1) person for each of the Officer positions.  Section, Academic, Masters, KPAGS, Early Career Psychologist and Regional Representatives are elected only by members who belong to the respective constituencies as defined in Article VIII.  The nomination and election of the APA Council Representative shall be conducted by APA and done in accordance with current APA guidelines.
      Ballots shall be returned to the chairperson of the Nominations and Elections Committee postmarked no later than the date specified on the ballots which shall be no less than two (2) weeks after the date of submission. A majority vote elects except that a plurality vote shall elect in the case of any office for which more than two (2) candidates were listed on the ballot.  The Nominations and Elections Committee shall count the votes or delegate to staff as appropriate and report the results to the Board of Directors.  In case of a tie, the winner shall be determined by the toss of a coin.

ARTICLE VII
OFFICERS

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 3. President.  The Presidency shall be assumed automatically by the President-Elect after a one year term as President-Elect. The President shall preside at all meetings of the Association and of the Board of Directors.  The President shall have general supervision of the activities of the Association.  The President shall vote on questions before the Board of Directors only when necessary to break a tie.  The President is authorized to issue public statements represented as KPA "positions” with the approval of the Board of Directors.  When reasonably possible, such statements should be considered and approved at regular or special meetings of the Board of Directors before they are released.

Section 4. President-Elect. It shall be the duty of the President-Elect to assume and perform the duties of the President in the President’s absence.  The President-Elect shall serve as chair of the Nominations and Elections Committee.  The President-Elect of the Association shall also oversee the annual audit of the Association by an audit committee composed of three members of the Association, not currently serving as Directors and designated by the President-Elect.  The audit committee shall be responsible for an annual review of the financial record of receipts and expenditures incurred in connection with the administration of the Association.  No later than 30 days after the close of the fiscal year, the Treasurer or designated staff shall submit to the President-Elect an itemized financial statement for the annual audit.  The Audit Committee shall report their findings to the Board of Directors at the first meeting following the end of the fiscal year, and the Board will submit the annual financial statement and the results of the audit to the membership.

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.

Section 6. Treasurer.  It is the duty of the Treasurer to oversee the Association’s funds and financial activities.  Association funds shall be deposited in the name of the Association at such bank(s) as the Board of Directors may determine.  In coordination with the Executive Director, the Treasurer shall have the authority to sign checks and drafts on behalf of the Association for the disbursement of funds for the duly authorized purposes of the Association as provided in these Bylaws. Any checks or drafts above a set minimum amount, as determined by the Board, must be signed by two authorized signatories.

          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.

Section 8. Additional Officers.  Upon recommendation of the Board of Directors, and with approval of the membership by ballot, additional officers may be added to the Board.  Such officers will be elected at the next regular election of officers of the Association.

Section 9. Removal.  Any officer of the Board may be removed by a vote of the majority of the members acting in the best interest of the Association or by the Board of Directors as described in Article V.

Section 10.  Vacancies in Office.  Vacancies due to incomplete terms shall be filled as follows:
President - the President-Elect shall complete the unexpired term.  President-Elect - the Board of Directors shall fulfill the duties of the office and the current President shall fulfill the duties of chairperson of the Nominations and Elections Committee until the next general election when a new President, as well as a new President-Elect, shall be elected by a vote of the membership.  The Secretary shall be appointed by the Board of Directors to serve until the next general election.  The Treasurer shall be appointed by the Board of Directors to serve until the next general election.  When a Past President is unable to complete their term, his/her immediate predecessor shall be appointed by the Board to complete the term.  If that person is unable to serve, any Past President may be appointed to complete the term.

ARTICLE VIII
REPRESENTATIVES

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.

Section 2.1  

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 I (Western-Central Region)- Counties of Allen, Ballard, Barren, Breckinridge, Butler, Caldwell, Calloway, Carlisle, Christian,Crittenden, Daviess, Edmonson, Fulton, Graves, Grayson, Green, Hancock, Hardin, Hart, Henderson, Hickman, Hopkins, Larue, Livingston, Logan, Lyon, Marion, Marshall, McCracken, McLean, Meade, Muhlenberg, Nelson, Ohio, Simpson, Taylor, Todd, Trigg, Union, Warren, Washington, and Webster.

Region II (Ohio River Region) – Counties of Boone, Bullitt, Campbell, Carroll, Gallatin, Grant, Henry, Jefferson, Kenton, Oldham, Owen, Pendleton, Shelby, Spencer, and Trimble. 

Region III (Bluegrass Region) – Counties of Anderson, Bourbon, Boyle, Clark, Fayette, Franklin, Garrard, Harrison, Jessamine, Madison, Mercer,Scott, and Woodford.

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 2.3  Academic Representative.  The Academic seat would represent and be elected by those who are members within the Academic Category.

Section 2.4  Masters Representative. The Masters seat would represent and be  elected by those who are members of the Masters with Independent Functioning or Masters Under Supervision Categories.

Section 2.5. Specialty Representatives. The Sections shall be formed by groups of members expressing representing an interest in a topic, area of expertise, or professional focus.  Six Interest Specialty Sections shall be represented by a voting member of the Board.  Interest Specialty sections with voting board representation shall include 1) Clinical, 2) Child and Adolescent, 3) Health Psychology, 4) Diversity Inclusion, Diversity, Equity, and Accessibility 5) Education and Training, and 6) Rural Practice Psychology. The President of the Board may appoint additional Interest Specialty Section representatives to serve in non-voting roles.

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.
    
Section 3. Vacancies in Office. The Board of Directors shall appoint persons from the membership to fill vacancies in representative positions. Appointments shall be of members in good standing drawn from the particular constituency as defined above, for the remainder of the vacated term.  The President may make temporary assignments between meetings of the Board.  At its next regularly scheduled meeting, the Board shall vote to fill that office.

ARTICLE IX
STANDING RULES

      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
COMMITTEES

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.

Section 2. Committee Reports.  Reports from committees should be given at each meeting of the Board, and may be given in writing; however, when the committee is listed on the Action Agenda, the report and action items should be presented by the chair, or in the absence of the chair, by a designated member of the committee.  Committee chairs and co-chairs are ex officio members of the Board of Directors with voice but without vote.

ARTICLE XI
LIAISONS

The Board of Directors shall be empowered to establish liaisons with groups and organizations with whom the Association maintains significant working relationships.

ARTICLE XII
MEETINGS, FISCAL YEAR BUDGET, AND DUES

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.

Section 3.  Dues.  The Board of Directors shall have the authority to set dues for the Association, including additional dues for Section Members.  Members shall be notified of any changes in dues by mail with the dues statement. Full dues for Voting and Affiliate members shall be payable upon application for membership and shall be due in the same period of the year in which they became a member in each succeeding year. 

Section 4. Definition of Terms. The terms "in writing” and "by mail” wherever they appear in this document, shall be construed to mean printed and/or electronic transmission, e.g., FAX, E-mail, or the Association website.

ARTICLE XIII
CENTRAL OFFICE

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. 

The Executive Director is authorized to issue public statements represented as KPA "positions” with the approval of the Board of Directors.  When reasonably possible, such statements should be considered and approved at regular or special meetings of the Board of Directors before they are released.

The Executive Director and other staff designated by the Board shall have the authority to sign checks and drafts on behalf of the Association for the disbursement of funds for the duly authorized purposes of the Association as provided in these Bylaws.  The Executive Director shall have the authority to sign contracts with outside  organizations as required to fulfill the purposes of the Association.  

The Board, in consultation with the Executive Director may choose to retain contractual services to fulfill the needs of the Association. Contracted personnel shall report directly to the Executive Director. The Executive Director is responsible for hiring, firing, promotion and supervision of all staff members, and shall fill positions in accordance with the annual budget approved by the Board of Directors.

ARTICLE XIV
DISSOLUTION OF ASSOCIATION

      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
AMENDMENTS

      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:
1KRS 273.377 Action by members or directors without a meeting. 
(1) Any action required by KRS 273.161 to 273.390 to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be. 
(2) Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the Secretary of State under KRS 273.161 to 273.390. 
History: Created 1968 Ky. Acts ch. 165, sec. 67.

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 September 13, 2002.  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 12, 2003.  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 8, 2006.  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 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 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.

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