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ABPdN Bylaws ARTICLE I: Name and Composition of the Corporation [back to top] The name of the Corporation shall be the American Board of Pediatric Neuropsychology (ABPdN), as stated in the articles of Incorporation filed with the State of Indiana. The Corporation shall be not-for-profit. Certificates authorized by the Corporation shall be issued and holders of such certificates shall be considered as having been awarded a diploma by both ABPdN. The members of the Corporation shall be known as "Members of the Board of Elected Officers" and be duly elected by the current voting members of ABPdN. For convention, the entire voting membership of the ABPdN will simply be referred to as “The Board" without the added designation of "of Elected Officer." Members of the Board shall be those fully independently licensed psychologists who have completed certification by the Board. ARTICLE II: Purpose [back to top] To arrange and conduct investigations and examinations to determine the qualifications of individuals who apply for the certificates issued by the Corporation. Section 2 To award such certificates in the field of pediatric neuropsychology to qualified applicants, and to maintain a registry of holders of such certificates. Section 3 To serve the public welfare by preparing and furnishing lists of its members to proper persons and agencies. ARTICLE III: Composition and Responsibilities of the Board of Elected Officers [back to top] Section 1 The Board of Elected Officers shall consist of four (4) Board-Certified Pediatric Neuropsychologists, certified by the Corporation and two members-at-large (also certified by the Corporation) or a public member. The membership of the Board shall reflect interests in pediatric neuropsychology. Section 2 Members of the Board of Executive Council shall be elected to a term of 2 years by a vote of the members of the ABPdN. A term of office shall commence at the annual meeting following the member's election. Section 3 The Nomination and Election Committee shall carry out the nomination and election of members of the Board as specified in Article V., Section 4. Section 4 In case of death or resignation from the Board before the expiration of a member's term, the President of the Board of Elected Officers shall choose a successor for the unfilled portion of the term from membership of the Corporation.
ARTICLE IV: Officers [back to top] Section 1 The officers of the Board of Elected Officers shall consist of a President, a President-Elect, a Treasurer, a Secretary, two Members-at-Large, and other officers and agents as may from time to time be elected from the Board. One individual may hold up to two offices. Each of the offices named above shall be Directors of the Corporation. The President, President-Elect, Treasurer, Secretary, and Members-at-Large shall each be elected to serve for a term of two years and until their successors are elected and qualify. The President and President-Elect can serve no more than 1 consecutive term, and the Secretary, Treasurer and Member-at-large can be elected to no more than two successive terms. By mail or electronic means, the voting membership of the entire Board shall elect a person to fill each of the offices named above whose term expires at the annual meeting, and other officers as may be deemed advisable. Any officer may be removed from his/her office, with cause, by a three-fourths vote of the entire Board. If there be a vacancy among the officers of the Board by reason of death, resignation, removal, or otherwise, that vacancy may be filled for the unexpired term by the Board. The President shall preside at all meetings of the members of the Board. The President shall be the chief executive officer of the Corporation and see that all directions of the Board are carried out; shall, with the approval of the Board, appoint members of all committees other than the Executive Committee (Section V., 2.), of which he or she shall be a voting member; shall direct the preparation and submission to the annual meeting of the Board a report of the Board's business, activities, and affairs during the year; shall have other duties as may from time to time be prescribed by the Board. The President-Elect shall perform the duties and have the powers of the President during the absence or disability of the President. He or she shall have other duties as may from time to time be prescribed by the Board or the President. The Treasurer shall keep or cause to be kept records of all the financial affairs of the Corporation. He or she shall deposit all receipts of the Corporation to its accounts and have the power to sign checks on the Corporation's accounts; shall cause to be prepared annual audits of the Corporation's books; shall render from time to time and upon demand by the Board or the President reports of all matters within his or her jurisdiction. The Secretary shall keep or cause to be kept minutes and records of all Board proceedings, of all meetings of the members, of all examinations, and of all certificates issued, and shall have custody of the Corporation's seal and shall affix it when and wherever proper. The Member-at-Large shall be responsible to attend all meetings of the Board, represent the interests of the members at such meetings The Board shall have authority to appoint from time to time an Executive Director who need not be a member of the Corporation. If any Executive Director be appointed, the Board may delegate to him or her any or all of the duties conferred upon the Treasurer and Secretary by these bylaws, or such other duties as the Board may determine. The Executive Director may be compensated for services in an amount established from time to time by resolution of the Board and shall furnish a bond to the Corporation in an amount and with terms established by the Board. ARTICLE V: Committees [back to top]
Section 3 Examination Committee
Section 4 The Nominations and Elections Committee The President, with the approval of the Board, will appoint annually a Chairman of the Nominations and Elections Committee, who will be a Board member. The Chairman will designate two members of the Corporation to serve for one year as members of the Committee. The Nominations and Elections Committee will present at least three candidates to the Board of Elected Officers to fill expiring terms at the annual winter meeting of the Board of Elected Officers. The Nominations and Elections Committee may receive recommendations for nomination from outside the Board of Elected Officers. ARTICLE VI: Board Certification [back to top]Section 1 A successful applicant for Board Certification in the specialty of pediatric neuropsychology must meet each of the following eligibility criteria:
Section 2 Board certification may be revoked for:
Section 3 Dues Section 1Meetings of the Board of Elected Officers will be held annually at a time and place to be fixed by the Board of Elected Officers. The Board of Elected Officers may schedule such additional meetings as may be required to conduct its work. Section 2Special meetings of the Board of Elected Officers may be called by the President or upon the written request, made to the President, of at least one-third of the members of the Board of Elected Officers, provided that written notice of the time of the special meetings and that subjects to be discussed at such meetings shall have been sent to each member of the Board of Elected Officers not less than twenty days prior to such meeting. The President shall have the right to fix the place of such special meetings. Section 3A majority of the members of the Board of Elected Officers shall constitute a quorum for the transaction of business of the Corporation. Except as herein may be specifically otherwise provided, the votes of a majority of the quorum shall be sufficient to pass upon any business of the Corporation. Voting by proxy shall be allowed only so long as the vote is for a specific issue and that the vote is clearly defined, in writing by the eligible board member. Section 4The Board of Elected Officers shall be authorized to carry on the business of the Corporation by mail ballot between meetings. In such instance, it shall require an affirmative vote of two-thirds of the members to pass upon any business of the Corporation. The income and properties of the Corporation, whenever and however derived, shall be applied solely toward promoting the purposes of the Corporation as set forth in the Certificate of Incorporation. No portion of the income or properties shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to members of the Corporation, provided that nothing contained herein shall prevent proper remuneration to any officer or to any servant of the Corporation or to any member for any services actually rendered to the Corporation, nor prevent the payment of interest at prevailing bank interest rates or reasonable and proper rent for premises let by any member of the Corporation, nor repayment to any member for traveling expenses actually incurred in connection with the proper and necessary business of the Corporation. ARTICLE IX: Liabilities of the Board of Elected Officers [back to top] No member of the Board of Elected Officers or other officer or servant of the Corporation shall be liable for the accounts, receipts, neglects, or defaults of any other like members or agent, or for joining in any receipt or other act of conformity, or for any loss or expense happening to the Corporation through the insufficiency or deficiency of any security in or upon which any of the money of the Corporation shall be invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or from any loss or damage occasioned by an error of judgment of oversight, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the official duties or in the relation thereto, unless the same happened through dishonesty, willful neglect, or default. ARTICLE X: Amendments [back to top] Alterations of or amendments to these bylaws may be made by a two-thirds majority vote of the total voting members of the entire voting membership provided that all members have been notified in writing of proposed changes not less than twenty days prior to the date of action. ARTICLE XI: Seal [back to top]The seal of the Corporation shall bear words of the following or similar import, that is to say: The American Board of Pediatric Neuropsychology Incorporated in the State of Indiana, 2004. |
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