Effective April 28, 2017

BYLAWS OF THE VIRGINIA ACADEMY OF CLINICAL PSYCHOLOGISTS, LTD (VACP)

The Virginia Academy of Clinical Psychologists (VACP) is a voluntary, member-based, professional organization comprised of and representing and serving member clinical psychologists. It is the largest professional organization for clinical psychologists in the Commonwealth of Virginia.


ARTICLE I  NAME

The name of this organization shall be the Virginia Academy of Clinical Psychologists, Ltd.


ARTICLE II  PURPOSE, VALUES, AND CORE MISSION

A. PURPOSE: To enhance and improve the quality of people’s lives.

B. MISSION:

  1. To advance clinical psychology as a science and profession and as a means of promoting human welfare; 
  2. To improve the qualifications and usefulness of clinical psychologists through high standards of ethics, conduct, education, and achievement; 
  3. To increase and disseminate psychological knowledge through meetings, professional contacts, reports, papers, discussions and publications; 
  4. To advance scientific interests and inquiry and the application of research findings to the promotion of health and public welfare; and
  5. To advance the interests of member clinical psychologists as a means of supporting the delivery of quality health care services to the public. 

C. CORE VALUES:

  1. Empowerment. We help and encourage people to enrich their lives through the contributions of clinical psychology; 
  2. Scientific Inquiry. We believe clinical psychology is a science and a profession that promotes knowledge, wisdom and healing;
  3. Diversity. We respect and embrace individual differences and diversity; and
  4. Integrity. We demonstrate the highest ethical standards and integrity.


ARTICLE III  MEMBERSHIP AND PRIVILEGES

Membership in VACP may be conferred upon those who meet the requirements in the applicable categories set forth below and who agree to and comply with the Bylaws of the Academy. The Academy shall have three classes of membership: Member, Fellow, and Special Class. The requirements for the three classes of VACP membership are as follows:

A. MEMBER (Active or Full)

Clinical Psychologists licensed, in good standing, by the Commonwealth of Virginia shall be eligible for membership. Clinical Psychologists are also eligible for membership if they hold a full, current, and unrestricted license to practice psychology at the doctoral level in a State, Territory, or Commonwealth of the United States, or the District of Columbia and are employed by a federal agency.

  1. Members shall have the right to vote in all elections and on all affairs requiring the decision of the general membership and shall have the privilege of holding office and serving on committees.
  2. To maintain Member status in VACP, members must comply with continuing education requirements, if any, recommended by the Committee on Continuing Education and approved by the Board of Directors or “BOD”. 

B. FELLOW

A Fellow shall have been a member of the Academy for ten years prior to election, and shall have taken an active and meaningful leadership role in the affairs of the Academy upon review and recommendation by the Board of Directors.

  1. A Fellow applicant shall be proposed by any member of the Academy. 
  2. A Fellow applicant shall have furnished to the Board of Directors any information requested by the Board to support an elevation to Fellow status. 
  3. A Fellow shall be elected by a written signed vote, mail, electronic mail, or otherwise, of the majority of the members of the Board of Directors. 
  4. A Fellow shall continue to have all the rights and privileges of a Member. Any additional perquisites pertaining to Fellow status may be determined by the Board of Directors. 

C. SPECIAL CLASSES

At the recommendation of the Committee on Membership and Bylaws and with the approval of the Board of Directors, special classes of membership may by established with prorated dues, special prerequisites, and/or limitations in member rights and privileges. The BOD may delegate to and authorize the Executive Director to approve applications for special class membership so long as documentation or evidence clearly indicates eligibility, and the Membership Committee and BOD are advised of such approval. These may include membership categories for:

  1. First Year Full Member;
  2. Licensed Clinical Psychologists engaged in limited hours of paid work who are eligible for full membership status;
  3. Students enrolled in accredited psychological doctoral degree programs and those engaged in post-doctoral residency or fellowship training are eligible for student membership
  4. Non-residents of Virginia licensed as a Clinical Psychologists in Virginia, who do not reside or practice in Virginia and who are otherwise eligible for full membership status .
  5. Residents of Virginia who were previously licensed to practice clinical psychology, and retired and no longer practicing, had a license in good standing at time of retirement, but no longer have a valid license to practice. 

D. LOSS OF MEMBERSHIP

The following may be grounds for Loss of Membership:

  1. The failure for any reason to maintain a license in good standing as a Clinical Psychologist in the Commonwealth of Virginia, or at the discretion of the Board of Directors, will terminate immediately membership in the Academy. A license in good standing shall be construed to mean a license at the doctoral-level in any state, or, if working in a federal agency, as a resident in Virginia and holding a license in good standing at the doctoral level in another territory in the United States – and that is currently valid and not revoked, suspended or on probation. 
  2. The failure to pay dues or special assessments within the assigned dates will result in a loss of membership. The loss of membership and reinstatement processes established by the BOD shall be described in the Policies and Procedures manual.
  3. The loss of membership for special classes may be outlined in the Policies and Procedures manual or addressed on a case by case basis. 

E. RESIGNATIONS

A Member may resign by submitting a written resignation to the BOD, but such resignation shall not relieve the member of any financial obligations arising thereof.


ARTICLE IV – DUES

A. Dues and any special assessments for all classes of membership shall be established by a majority vote of the BOD.

B. Dues shall be payable at the beginning of the calendar year.

C. The BOD shall have the right to impose a late fee on those members whose dues have not been paid within the timeframe established by the BOD. Members shall be notified of delinquency of dues payment in a manner determined by the BOD; failure to comply with the dues payment policy will result in termination of membership.


ARTICLE V  OFFICERS, EXECUTIVE DIRECTOR, SEAL, AND BOARD OF DIRECTORS

A. OFFICERS

The officers of VACP shall consist of President, President-Elect, Secretary, Treasurer and Immediate Past President.

  1. The President will preside at all business meetings, appoint certain committees and committee chairs, and perform such official acts as may be reasonably expected of a President of a professional membership association and as may be directed by the BOD. The President shall preside over all meetings of the BOD and general meetings of the membership. 
  2. The President-Elect shall serve as the vice-president of VACP and shall automatically succeed to the Presidency at the expiration of the latter’s term or in the case of the death, resignation, or incapacity of the President. The President-Elect will, in the absence of the President, serve as the Academy’s presiding officer and will chair the BOD. In the event of the death, resignation or incapacity of the President-elect, an election will be held as soon as possible.
  3. The Secretary shall record the minutes of all meetings; also, the Secretary will keep all records of VACP, prepare and provide notices of all meetings, notify candidates of their admission or rejection, and maintain a membership list, or instruct and direct the execution of these activities by the Executive Director. 
  4. The Treasurer shall have the duty and responsibility in conjunction with the Executive Director and Finance Committee to prepare a budget for the calendar year and to present this to the BOD for approval. The Treasurer also shall keep a full and complete record of all money received and disbursed and report at the semi-annual business meeting of VACP. The Treasurer shall serve as the Finance Committee Chair. The Treasurer shall be responsible for holding meetings and reporting the Finance Committee’s work to the BOD. 

B. EXECUTIVE DIRECTOR

  1. The Executive Director is a contracted chief executive officer and manager of VACP. The President, in consultation with the President-elect and Immediate Past President, shall be authorized to negotiate and enter into such agreement on behalf of VACP and to present an overview of same to the voting members of the BOD. 
  2. The Executive Director shall perform duties as set forth in the agreement and assigned by the BOD including maintaining all financial records of VACP and act as custodian of VACP’s funds. The Executive Director shall prepare and submit to the Treasurer a quarterly report of the income and expenditures of VACP.
  3. The Executive Director may be a member of VACP, or a qualified person who is not a member of VACP. 
  4. The Executive Director may be bonded at the expense of and an amount determined by VACP. 
  5. The Executive Director shall serve as an ex officio member of the BOD without vote

C. SEAL

The BOD may obtain a suitable seal, containing the name of the corporation and the words “Corporate Seal” or otherwise appropriate words, which seal shall be in the charge of the Secretary to be used as directed by the BOD.

D. BOARD OF DIRECTORS (BOD)

The BOD shall consist of: The President, President-Elect, Immediate Past President, Secretary, Treasurer, Two Members-at-Large, Presidents of the Regional Academies, and Chairs of Standing Committees. Voting members of the BOD are the President, President-Elect, Immediate Past President, Secretary, Treasurer and the two Members-at-Large. Reasonable efforts shall be made so that the terms of the Secretary and the Treasurer and also the two at-large members are staggered.

  1. The elected officers shall take office at the spring meeting.
  2. The President, President-Elect, Secretary and Treasurer shall serve for terms of two years each.
  3. Presidents of the Regional Academies shall serve during their tenure as Presidents of their respective Regional Academies.
  4. In the event of the death, resignation or incapacity of the Secretary or Treasurer, the BOD shall appoint someone to fill the unexpired term of office. In the event of the death, resignation or incapacity of the President of a Regional Academy, that regional academy shall select a replacement based on its own procedure for filling an unexpired term of office.
  5. The President, President-Elect and Immediate Past President may serve for one two-year term in their elected position. Upon completion of service as Immediate Past-President, an individual may serve again as President-Elect after one two-year term has elapsed.
  6. The Secretary and Treasurer may serve two consecutive two-year terms in any one elected position.
  7. The two Member-at-Large positions will serve for terms of two years each, shall take office at the spring meeting, and in the event of the death, resignation or incapacity, the BOD shall appoint a Member to fill the unexpired term of office. 
  8. Except when in direct conflict with a position or policy adopted by two-thirds of the membership at a duly called meeting of the membership, the BOD is empowered to act for VACP in all matters not provided for in these Bylaws, in the same general manner and with the same reasonableness as is customary of the BOD. 
  9. Except for Presidents of the Regional Academies, a member of the BOD may be removed from the BOD upon absence from three consecutive BOD meetings, and an appointment to fill the vacancy made on the basis of a two-thirds majority vote at a meeting of the membership or by the BOD. In the case of the President of the Regional Academies, three successive absences from BOD meetings may result in removal from the BOD and the Regional Academy shall then select a replacement based on its own procedures for filling an unexpired term of office.


ARTICLE VI – STANDING COMMITTEES

A. The Standing Committees shall be overseen by the two Members-at-Large of the BOD. The committees shall be categorized through either Internal Functions or External VACP Functions:

  1. Internal VACP Functions
    1. Membership, Communications and Awards;
    2. Continuing Education and Program ;
    3. Finance; and
    4. Nominations and Bylaws.
  2. External VACP Functions
    1. Professional Issues, Ethics and Regulatory Affairs; 
    2. Legislative Affairs;
    3. Healthcare Benefits; and
    4. VACP Political Action Committee.
B. Each Committee shall consist of a chairperson appointed by the President and approved by the BOD. Standing Committee members shall be appointed by and approved by the Committee Chair. Committee Chairs shall serve at the pleasure of the President and with acknowledgment of the BOD. 


C. The name of Standing Committees may be changed by a majority vote of the BOD providing the intended purpose of the Standing Committee remains.


ARTICLE VII – AD HOC COMMITTEES

A. The President shall appoint Ad Hoc Committees with the approval of the BOD, as needed. The membership shall be advised of the appointment of any Ad Hoc Committee and the purpose of such. 

B. The Nominations and Bylaws Committee shall be composed of the outgoing President, and two members appointed by the President. This committee is charged with soliciting recommendations 60 days before the Fall meeting, and presenting a slate of candidates at the Fall meeting. Every five years, or earlier if requested by the BOD, an ad-hoc Committee of the Nominations and Bylaws Committee shall be appointed to review or revise the VACP bylaws

C. Elections shall be held in the most efficient and secure manner possible as determined by the BOD, with the polls closing no later than 30 days before the date of the spring meeting.


ARTICLE VIII  MEETINGS

A. VACP shall hold regular semi-annual meetings. The dates of such meetings are determined by the BOD and publicized to the membership at least 60 days in advance.

B. Quorums:

  1. For general membership meetings, a quorum shall be those members present at the business session of any duly announced meeting.
  2. For BOD meetings, a majority of the voting members of the BOD shall constitute a quorum, provided the BOD members have been duly notified of the meeting in advance. 
  3. Actions of the BOD by any means other than a physical meeting shall require a favorable response from a majority of the voting members of the BOD.


ARTICLE IX  REGIONAL ACADEMIES

A. The Board of Directors may sanction the affiliation of Regional Academies full legal extension of VACP’s incorporated structure provided that the following conditions are met on a continuing basis.

  1. A Regional Academy must have the same membership criteria as specified above in Article III;
  2. At the time of initial affiliation, the membership of a Regional Academy must consist of at least thirty clinical psychologists, 41% of whom must be  members of VACP. After the second year of affiliation, 100% of the Regional Academy’s members must be members of VACP;
  3. After affiliation, all new members of a Regional Academy must also join VACP;
  4. A Regional Academy must have and follow Bylaws which are consistent with VACP Bylaws;
  5. A Regional Academy must have clearly designated officers which include a President and President-Elect or Vice-President; and
  6. A Regional Academy shall operate as, accept and understand they are a separate entity from VACP and that it is their responsibility as a separate entity or corporation to comply with all applicable laws and regulations applicable to their type of entity, and additionally indemnifies and holds harmless VACP from any actions brought against the Regional Academy or its officers, agents or representatives.

B. Regional Academies may enjoy the following privileges of VACP and any additional privileges as designated by majority vote of the Board of Directors:

  1. Enjoy representation on the VACP Board of Directors. The Presidents of Regional Academies shall be non-voting members of the VACP Board of Directors reporting to the VACP President-Elect who shall represent the voting interests of the Regional Academies to the Board of Directors;
  2. Present recommendations to the Nominations and Elections Committee as endorsed by a Regional Academy;
  3. Identify itself as an affiliated Regional Academy of VACP; and
  4. Share all the prerequisites and prerogatives of VACP membership and all of VACP sanctioned activities and subgroups.


ARTICLE X  BYLAWS

VACP shall adopt such Bylaws as are necessary to the proper governing of VACP. The Bylaws may be adopted or amended by a majority vote of members, except Special Class members who do not hold a Virginia license to practice clinical psychology, in a ballot format authorized by the BOD.


ARTICLE XI  CONDUCT OF BUSINESS

Where not specified in these Bylaws, all business is to be conducted in accordance with Robert’s Rules of Order, Revised.


ARTICLE XII  INCORPORATION

The Virginia Academy of Clinical Psychologist, Ltd. shall be incorporated in the Commonwealth of Virginia. The Executive Director and if none then the Treasurer of the Virginia Academy of Clinical Psychologists, Ltd. shall serve as the Registered Agent.


ARTICLE XIII – INDEMNIFICATION

VACP shall indemnify any member who becomes a party to a suit or threatened suit by reason of the fact that the member was acting in an elected or appointed role on behalf of VACP, except to the extent that such member is found by independent counsel to be liable for gross negligence or willful misconduct. VACP shall have the right to intervene in and jointly defend any actions against members, even if not named as a party in the suit , providing such is approved by at least a 2/3 majority of voting members of the Board and within 14 days of such action, the membership is so advised. The foregoing indemnification shall be in addition to any other rights or benefits of the member and the opinion of the independent counsel shall not preclude the member’s right to adjudication on the issues of gross negligence or willful misconduct.


ARTICLE XIV – DISSOLUTION

In the event of dissolution of the corporation, in any manner or for any cause, any assets remaining following satisfaction of the corporation’s debts and obligations shall be conveyed or distributed to a nonprofit organization, or organization similar in purpose to the corporation and satisfying the requirements of Section 501(c)(6) of the Internal Revenue Code, said organizations to be designated by the BOD, and no part of the aforesaid assets shall be distributed or inure to the benefit of any private individual or individuals.