Alabama Association for Play Therapy

EIN  631277874

BYLAWS

Alabama Association for Play Therapy, Inc.

An Alabama Business League 501 (c) (3)

Amended, July 2016 by the AAPT Board–Approved January 20, 2017 by AAPT Membership

Article I – General

A.     Name: The name of this business league shall be the Alabama Association for Play Therapy, Inc. (AAPT, Inc. hereafter referred to as the Association). AAPT, Inc. shall serve the territory of the state of Alabama.

B.     Affiliation: The Association is the state branch affiliated with, and a chartered branch of, the Association for Play Therapy, Inc. (APT) and shall conduct its affairs in compliance with the Bylaws of that corporation. The Association is deemed to be a separate entity from APT for the purpose of making contracts, incurring liability, acquiring rights, and suing or being sued in any state or federal court.

C.     Purposes and Objectives: The purpose of the Association shall be to advance the psychosocial development and mental health of the citizens of Alabama through play and play therapy. We shall achieve this purpose through the following objectives:

a.     To promote the understanding and valuing of play and play therapy.

b.     To encourage the effective practice of play therapy through training, research,                      and support.

c.     To recognize, incorporate and preserve diversity and play therapy.

d.     To develop and maintain a strong professional organization to accomplish                           these objectives.

D.     Status: The Association is a nonprofit and nonpartisan Alabama business league that shall conduct all of its affairs in conformance with local, state and federal laws that apply to an organization in accordance with section 501 (c) (3) of the Internal Revenue Service code and any related state statutes or regulations. The organization is organized exclusively for educational purposes under Internal Revenue Code section 501 (c) (3) or corresponding section of any future federal tax code. The Association shall use its funds and other assets only to satisfy the purpose of the Association, and no part of such shall insure or be distributed to officers, directors, or other persons within or outside the Association for reasons other than the purpose of the Association.

E.     Office: The principal offices of the Association shall be located in Birmingham, Alabama. However, the directors (Board) may relocate the principal offices or establish new offices in different locations as deemed necessary by the Board.

Article II – Membership

A.     Categories: The Association shall offer four (4) categories of membership to individuals interested in promoting the purpose of the Association. They shall be:

a.     Professional member: A mental health or education professional who may be a member of both the Association and the national Association for Play Therapy.

b.     Affiliate member: a student, parent, or other lay individual who may be a member of the Association and the national Association of Play Therapy.

c.      Honorary members may be appointed at the discretion of the Board of Directors. They will be exempt from paying dues.

d.     Lifetime members may be appointed at the discretion of the Board of Directors. They will be exempt from paying dues.

B.     Dues and Powers: A member in good standing shall pay the dues, fees, and other assessments in the amount, manner and time period established for that membership category by the Board of Directors, is entitled to utilize and participate in the benefits, programs and other activities approved by the Board, and may vote as described elsewhere in these Bylaws. Membership is nontransferable.

C.     Termination and Expulsion: Membership shall be automatically terminated if any of these circumstances, although such action shall not relieve the member from any financial obligations, answer charges, or responsibility for damages:

a.     Resignation or death of the member.

b.     At least fifteen (15) days after the member receives notice of any of the following:

1. Failure to pay the applicable dues after they become due and payable.
2. Occurrence of any event that renders the member ineligible for continued membership or failure to satisfy membership requirements.
3. If the board or its designated agent determines that the member has failed in a material and serious degree to observe the policies and procedures of the Association, engaged in conduct materially and seriously prejudicial to the purpose, interest, and image of the Association or committed a felony or  other serious crime.
4. A member may be dropped from membership if APT or a state licensing board terminates or suspends the member for cause.

D.     Meetings, Voting, & Quorum: An annual meeting of the members shall be called with 30 or more days’ advance notice and normally in conjunction with its annual conference. Additional meetings may be called by three (3) or more directors or by a petition signed by 10% or more of Professional Members in good standing. If at least 10% of Professional Members in good standing are present, Association business may be voted upon with each Professional Member present entitled to cast one (1) vote as appropriate.

Article III – Director 

A.     Powers: Subject to the provisions of the Alabama 501 (c) (3) Corporation law, the Articles of Incorporation and these Bylaws, the affairs of the Association shall be conducted in all corporate powers exercise by or under the direction of the Board of Directors (hereafter referred to as the Board). The Board may delegate the management of its business affairs and other activities provided that the Board retains its ultimate powers and responsibilities. The Board will be comprised of the Executive Director, the immediate Past President, President, President-Elect, Treasurer, Secretary, and three (3) professional members, who shall serve as Directors at Large.

B.     Number: The Board shall be comprised of not more than nine (9) directors who shall, except for the Executive Director, be Professional Members of the Association in good standing and serve as follows:

      a.     Three (3) Directors at Large shall be elected initially to serve respective one, two, and three year terms. In all subsequent elections one director shall be elected from the Professional Members in good standing to serve on the Board for a three (3) year term. Elections shall be held following the winter conference and finalized prior to June 1. Elections shall be conducted via electronic or paper ballot. The Directors at Large shall serve on the board with voice and vote and shall additionally be responsible to design and implement ongoing membership drives, to attract other mental health professionals to the Association and to promote the annual meetings.

     b.     All officers of the Association shall be elected by the Professional Membership of the Association and serve their terms beginning June 1 of the calendar year following their election. The President serves three (3) years as President Elect, President, and past President. President-elect shall be elected annually. Secretary and Treasurer shall serve one term of two (2) years each. The election for Secretary shall be held in even years and Treasurer in odd years.

          c.     Upon the death or resignation of any officer (except for the president), a                               successor shall be appointed by the Board.

          d.     All members of the Board shall be members in good standing of the                                       Association and of APT.

C.     Nominations for officers: The Past President is the chair of the Nominations Committee, who then selects its members. The committee shall be comprised of a majority of non-director Professional Members. The committee shall propose a nominations slate and, after approval by the Board, shall announce the slate to the general membership at the annual winter conference. Nominations from the floor may be added to the slate during the winter conference business meeting or up to one (1) week following the meeting. If there are more than two (2) nominees for a position, the Nominations and Elections Committee and the Board will select two (2) candidates based on a single-sided one-page summary of vitae and picture submitted. Ballots will be emailed to the current AAPT membership by the chair of the Nominations Committee (Past President).

D.     The immediate Past President shall serve a one (1) year term as a Director with voice and vote.

E.     The Board may appoint an Executive Director who, as the managing director, shall serve with voice but without vote, unless the Executive Director’s vote is needed to break a tie. The Executive Director serves at the will of the Board and without compensation.

F.    Directors shall not be compensated for their services as directors, or serve while any immediate family member (spouse, partner, parent-in-law, sibling, or children) is serving as a Director, employee, or service contractor without specific Board approval. Board members may be reimbursed for legitimate expenses accrued in the pursuit of the objectives of the Association with appropriate documentation of the expenses. When a vacancy occurs, the Board may appoint a successor to complete the term of the departing Director. The Board may remove any incumbent Director with cause.

G.     Board members are required to follow the Conflict of Interest Policy as stated in the Operations Manual of the Alabama Association for Play Therapy.

Article IV – Officers

A.     Officers and Terms of Office: 

          a.     The officers of the Association shall be President, President-Elect, Past President, Secretary, and Treasurer.

          b.     All officers shall be elected at-large from Professional Members in good standing and shall serve beginning June 1 of the calendar year following the election. The President shall serve three (3) years as President-Elect, President, and Past President. President-Elect shall be elected annually. Secretary and Treasurer shall serve one term of two (2) years each. The election for Secretary shall be held in even years, Treasurer in odd years.

B.     Duties of the officers: 

          a.     President:

1. Shall preside at the general meeting of the Association and shall be the chair and    preside at all meetings of the Board.
2. Shall, subject to confirmation of the Board, appoint the chairpersons of all   committees, except otherwise specified by the Bylaws.
3. May appoint a parliamentarian as deemed necessary.
4. Shall be the Chief Executive Officer of the Association and its policy leader.
5. Shall represent the Association as spokesperson on matters of policy or assign    responsibility for such representation.
6. Shall supervise all plans for the effective work of the Association.
7. Shall prepare the agenda for the Board meetings and for annual meetings.
8. Shall review the Association policies and shall recommend priorities to be considered by the Board.
9. Shall have the power to designate awards to members for service to the Association.

         b.     President-Elect

1. Shall assume all duties in the absence of the President.
2. Shall carry out all duties as assigned by the President.
3. Shall become President of the Association after one (1) year or upon the death or resignation of the President. The President-elect shall serve for the unexpired term of the president as well as the following two (2) years if the president is unable to   complete the two (2) year term.

c.     Secretary:

1. Shall be responsible for preparing records and minutes of all official functions of the Association and the Board and shall distribute the minutes and other materials of such meetings. The book of minutes shall contain all meetings, proceedings, and actions by the Board and the Association. The minutes shall include time and place of meetings, names of the persons attending, and a copy of the notice of the meeting.
2.  Shall be responsible for having a copy of the minutes and Bylaws on hand at Board meetings.
3. Shall handle routine correspondence as designated by the President.
4. Shall maintain historical records of the activities of the Association.
5. Shall compile program event evaluations from all AAPT endorsed events and   distribute to the Board within six (6) weeks of the event.

d.     Treasurer:

1. Shall be the custodian of all funds belonging to the Association and shall deposit such funds in the name of the Association in financial institutions chartered to do business in Alabama and insured by the Federal Deposit Insurance Commission (FDIC), maintaining essential and correct books and accounts for the Association, dispensing funds in the name of the Association as indicated by the Board.
2. Shall prepare or work closely with a designated agent of the Board to prepare   financial reports and an annual budget as required by the Board and complete all   federal and state tax forms as required by law.
3. Shall ensure that corporate financial records are reviewed by a qualified outside   professional accountant or that a financial report is prepared and reviewed by either an outside professional accountant or a finance committee composed of a majority of non-director Professional Members in good standing. The Treasurer shall present the final report to the Board within 120 days of the conclusion of that fiscal year.

e.     Executive Director:

1. The Executive Director is not an elected officer, but shall expedite the programs and policies approved by the Board.
2. The Executive Director shall supervise any office employees or contractors employed by the Association and shall ensure that meeting proceedings are recorded and maintained, and shall generally manage its business affairs in cooperation with the officers.

f.     Past President:

1. The immediate Past President is a voting member of the Executive Committee and   Board of Directors.
2. In the absence of the President and President-Elect, the immediate Past President   serves as a chairperson and presides at meetings of the Executive Committee, Board   of Directors, or other meetings of the Association.
3. The immediate Past President shall serve as parliamentarian as necessary upon request of the President.
4. The immediate Past President shall serve as chair of the Awards Committee and the Nominations and Elections Committee.
5. The immediate Past President shall serve as chair of the Networking Committee.

Article V – Committees 

A.     The Executive Committee of the Board shall be composed of the President, the immediate Past President, the President-Elect, the Secretary, the Treasurer, and the Executive Director. Its meetings shall be called by the President or any two members of the Board to render advice, conduct inquiries, entertain grievances, or transact business between meetings of the Board. Its actions, however, shall be reported to the Board within 72 hours and, if any of such are deemed objectionable by four (4) or more directors, shall then be submitted for review and approval by the Board at its next meeting.

B.     Committees & Limitations: The President may appoint those committees or task forces deemed necessary to accomplish those specific assignments that satisfy the purpose of the Association or those programs approved by the Board. A committee shall not make public policy pronouncements nor can a committee exceed prescribed powers and responsibilities. Committee members are not generally compensated for their services to the committee. However, upon recommendation by the President and approval by the Board, committee members may receive expenses or some form of compensation for their contributions.

C.     Members, Terms & Voting: Committees shall be composed of members in good standing who are appointed by the committee chair, serve concurrent with the President or until their assigned tasks are accomplished, whichever comes first, and are each entitled to cast one vote in committee deliberations. The President and Executive Director shall be ex-officio members with voice but without vote of all committees.

D.     Meetings: Those members in good standing present at a committee meeting shall constitute a quorum if adequate advance notice of such meeting was distributed to all committee members.

E.     None of the officers, directors, committee members, or Association members shall be held individually liable for the actions and or decisions of the Association or any of its committees.

F.     Standing committees: Standing committee chairpersons who are not Board members are welcome to participate in Board meetings, and may be required to present reports regarding the specific committee. These committee chairs will not be allowed to vote.

Article VI – Finances

A.     Dues: Annual Association dues for members shall be determined by the Board and collected by APT, in a dual membership agreement.

B.     Budget: The Board shall prepare and present a budget to the membership for adoption at each annual spring meeting of the Association.

C.     Authorization of expenditures: The Treasurer shall deposit and distribute funds in the name and to the credit of the Association.

D.     Financial Review: A Financial Review will be completed annually.

E.     Fiscal year: The fiscal year shall be the same as the APT’s fiscal year, April 1 to March 31.

Article VII—Miscellaneous

A.     A two-thirds vote of the Board shall be required to amend or repeal these Bylaws provided that the proposed amendment(s) is submitted to directors for advance review. Amendments may be proposed by any director or 10% of the professional membership in good standing.

B.     Unless otherwise stipulated elsewhere in these Bylaws, all meetings within the Association and the Board shall generally be conducted in accordance with the current edition of Robert’s Rules of Order.

C.     Each director and member shall have the absolute right to inspect, whether in person or by an agent, all books, records, and minutes of the Association.

D.     A two-thirds majority vote shall be required to dissolve the Association. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.  No corporate assets shall be disbursed to benefit any director, employee, contractor or member.