INTERNATIONAL COUNCIL OF PSYCHOLOGISTS

BYLAWS (BL)

(Companion to ICP Administrative Policies and Procedures)

(as of February 16, 2005)

ICP BL ARTICLE 1.

CERTIFICATE OF INCORPORATION

  1.  The name of the corporation is the International Council of Psychologists, Inc.

  2.  The duration of said corporation is unlimited.

  3.  The purpose of this nonprofit corporation, organized exclusively for educational and

scientific purposes, is to advance psychology and the application of its scientific findings

throughout the world.

  4.  There are five classes of membership: Life Member, Member, Associate, Professional Affiliate, and Student Affiliate.

  5.  The officers are President, President-Elect, Past President, Secretary, and Treasurer, all of whom are elected from Members of ICP in accordance with the Bylaws.

  6.  The Board of Directors consists of the Officers and Directors-at-Large of the Board of Directors, elected in accordance with the Bylaws.

  7.  There is an annual meeting of the membership, either within or without the State of

Connecticut, the time and place to be determined by the Board of Directors.

  8.  No part of the Council’s income is distributed to its members, directors, or officers, and the Council shall not have to issue shares of stock or pay dividends.

  9.  Upon the dissolution or other termination of the Council, the Board of Directors selects another such organization dedicated exclusively to educational or scientific purposes in the field of psychology, to which to transfer such assets as remain after the payment of all liabilities.

10.  The International Council of Psychologists, Inc., reserves the right to amend, alter, or replace any provisions contained in this Certificate of Incorporation, in any manner prescribed by statute, provided that such amendments are made in such manner as to maintain the corporation’s United States tax exemption under Sec. 501(c)(3) of the Internal Revenue Code, United States of America. All rights conferred upon members herein are granted subject to this reservation.

ICP BL ARTICLE 2.

MEMBERSHIP

   1.  There are five classes of membership: Member, Life Member, Associate, Professional Affiliate, and Student Member.

       1.1. Members, designated with a capital M, are psychologists who (a) hold or are eligible to hold membership in a national psychological association affiliated with the International Union of Psychological Science, and (b) have been actively engaged for a period of not less than two years, prior to application for membership, in professional work or study that is primarily psychological in nature, or (c) meet comparable requirements in a particular country, as determined by the Area Chair and Membership Committee.

        1.2. Life Members are Members, Associates, or Professional Affiliates who have retired from major professional activity, and are in good standing at the time of application for transfer to Life Membership. The candidate for Life Member must meet qualifications as to (a) age, (b) number of years of membership, as well as (c) other points specified in the Administrative Policies and Procedures. Life Members retain voting privileges, and payment of dues is optional.  Publications and convention fees are available at reduced rates.

       1.3. Associates are applicants who at the time of application do not meet requirements for Member. Applicants meet the requirements for Member except for (a) the two years of qualifying experience; or (b) in those countries in which the national psychological association affiliated with the International Union of Psychological Science recognizes a higher and lower level of qualification for different classes of its members, Associates are those who qualify at the lower level, and are actively engaged in professional work, study, or research that is primarily psychological in nature; or (c) are applicants who meet comparable requirements in a particular country, as determined by the Membership Applicant Processing Coordinator and approved by the Board.

       1.4. Professional Affiliates are persons professionally active in a profession allied to

psychology who are interested in helping to advance the purposes of the International Council of Psychologists (ICP).

       1.5. Student Affiliates are graduate students or full-time undergraduate students actively working toward a degree or certificate in psychology, or in an area of study involving major emphasis on psychological aspects of a related field of study.

  2.  Privileges and benefits of members.

       2.1. Members receive regularly issued serial publications free of charge and shall be entitled to such discounts on other publications or on registration fees, as may be established by the Board. Members in good standing are entitled to vote in all elections and on all propositions submitted to the membership, may hold elective or appointive office, and may receive any other privileges granted by the Board or specified in the Bylaws.

       2.2. Associates and Professional Affiliates receive all the privileges of Members, except the right to hold elective office.

       2.3. Student Affiliates hold all the privileges of Members, except the right to vote and the right to hold elective office.

       2.4. Members eligible to vote include all categories of members in good standing, except Student Affiliates.

  3.  Application for Membership. Applications for membership in any class are submitted to the Secretariat.

  4.  Resignation from Membership. Resignation from membership in any class is submitted in writing to the Secretariat. Resignations are accepted only from members in good standing, or prior to a termination date established according to Administrative Policies and Procedures.  Dues-delinquent members, whose resignations are received thereafter, are listed as “terminated,” rather than “resigned.”

  5.  Reinstatement. Reinstatement of a former member, whose resignation had previously been accepted, may be made by written application to the Secretariat, and payment of dues for the year of reinstatement.

  6.  Termination of Membership. The membership of an individual may be terminated under the following conditions: (1) For nonpayment of dues. Administrative Policies and Procedures describe how they are informed of the procedures available for reinstatement.  (2) For unethical practices, unprofessional behavior, or conduct reflecting unfavorably upon the association or scientific psychology. A written request to the Secretary or Executive Committee, signed by two or more members of the association, obligates the Executive Committee to investigate the conduct of the accused member. The President, with the concurrence of the Executive Committee, appoints a Special Committee of at least three members, at least two of whom hold no office in the association. The Special Committee reports to the Executive Committee after it has (a) accumulated the relevant facts, and (b) given the accused member an opportunity to answer the charges, both in writing and by appearing before the Special Committee. The Executive Committee may drop the charges for lack of evidence, in which case, a report is submitted to the Board, to the complainants, and to the accused. The Executive Committee, by majority vote, may drop the member, or permit the member to resign.

  7.  Except under specific authorization by the President and Board of Directors, or by these Bylaws, no member shall act as a representative of the International Council of Psychologists.  The Council shall not be bound by any action of an unauthorized representative.

ICP BL ARTICLE 3.

OFFICERS AND BOARD OF DIRECTORS

  1.  The Officers of the International Council of Psychologists are President, President-Elect, Past-President, Secretary, and Treasurer. All Officers are elected from Members in good standing, according to the Bylaws. They hold office for their respective terms, or until their successors are duly elected and installed.

  2.  The President is a Board Officer who has just completed a term as President-Elect.  The term of office is for one year, automatically followed by a year as an Officer of the Board as Past-President.

  3.  The President-Elect is a Member of the International Council of Psychologists, elected to that office for a term of one year, to be followed automatically by one year as President, and one year as Past-President.

  4.  The Past-President is a Board Officer who just completed a term as President.

  5.  The Secretary and Treasurer are Members of the International Council of Psychologists elected for a term of three years each. The Secretary and the Treasurer are elected one year prior to being installed, with overlapping but not concurrent terms, serving one year respectively as Secretary-Elect and Treasurer-Elect.

  6.  Terms of office begin with installation at the Outgoing Board Meeting following election, and conclude when successors are installed. Consecutive terms in the same office are not served by any Officer.

  7.  The Board of Directors consists of the five Officers--President, President-Elect, Past-

President, Secretary, and Treasurer--and twelve Directors-at-Large, elected by ballot of members eligible to vote. Directors-at-Large of the Board are elected each year, all to serve three year terms. No Director-at-large, who has served a full three-year term, will be eligible for immediate reelection as a Director-at-Large.

  8.  All newly elected Board Directors are installed during the Outgoing Board Meeting following their election, and serve the terms for which they are elected, until their successors are duly elected and installed.

  9.  If, in general, an Officer or Director at Large is unable or unwilling to fulfill the duties of their office, the Board of Directors shall appoint another person to fulfill that function and serve the unexpired term.

10.  A regular meeting of the Outgoing and Incoming Boards is convened at the place of the Annual Convention, and sessions of that meeting take place in advance of the official opening of, during, and/or immediately following the convention period. Special Meetings of the Board may be called at any time at the discretion of the President, with the concurrence of at least four other Board Directors. Notice of a Special Meeting states its purpose. Only business related to that purpose may be transacted at that Special Meeting.

11.  A quorum at a Board Meeting is nine voting Directors of the Board.

12.  Ex officio members of the Board include Standing Committee Chairs and contract position holders. Ex officio members are expected to attend Board Meetings to respond to questions about their annual reports, and to provide support information for Board deliberations. “Ex officio” is defined as being considered an important adjunct to the Board, without voting privileges, and without Board Director obligations. Ex officio members do not count toward a quorum, and may not be present during executive or closed sessions of the Board.

13.  Decisions at meetings of the Board are by majority vote of the Directors present and voting.

14.  There is an Executive Committee of the Board, which consists of the President, President-Elect, Past-President, Secretary, and Treasurer. The Executive Committee conducts the business of the association between meetings of the Board of Directors.

ICP BL ARTICLE 4.

DUTIES OF MEMBERS OF THE BOARD OF DIRECTORS

  1.  The President presides at all meetings of the International Council of Psychologists: the Board of Directors, the Executive Committee, and the Annual Membership Business Meeting.  The President: appoints chairs to Standing Committees, with approval by the Board; appoints chairs of other committees, with approval by the Board; serves as ex-officio member of all committees, except the Nominations and Elections Committee; and, with approval by the Board, delegates members to act as official representatives of the International Council of Psychologists to appropriate international or national meetings or conferences, or academic functions.

       The President, in consultation with the Treasurer, authorizes expenditures that substantially exceed the Board’s approved budget, in amounts that are consistent with the Administrative Policies and Procedures, and performs the duties incident to the office.

  2.  The President-Elect: serves as a member of the Executive Committee; assumes the duties of the President in the event of the latter’s absence or disability; becomes the President pro-tem in the event of the death, disability, or resignation of the President, while continuing to carry on the other duties of the President-Elect; and chairs the Scientific Program Committee for the Annual Convention following installation.

  3.  The Past-President serves as a member of the Executive Committee, and is Chair of the Nominations and Elections Committee.

  4.  The Secretary serves as a member of the Executive Committee, and prepares the official Minutes and records of the Board of Directors, the Executive Committee, and the Annual Membership Business Meeting. As required by federal and state incorporation regulations, the Secretary signs or cosigns official correspondence, resolutions, and documents, with the President or other authorized agent of the association. The Secretary assures that association references, such as the Bylaws, Administrative Policies and Procedures, and Robert’s Rules of Order, are made available at Board meetings.

       The Secretary is responsible for the official membership roll, calls meetings to order in the absence of the President or President-Elect, keeps attendance, and furnishes delegates with credential cards or letters. The Secretary makes official notifications to new members, to members whose change in membership status is approved, and to members who are newly appointed or reappointed to leadership positions.

  5.  The Treasurer serves as a member of the Executive Committee and acts as chief financial officer, by supervising the accounting, reporting, and budgeting of all organizational funds. The Treasurer assures that information is provided in a timely manner to all leaders who prepare budget submissions, works with the Finance Committee, and serves as an ex-officio member of the Publications Committee, the Long Range Planning Committee, and the Convention Local Sponsors and Arrangements Committee, and as Coordinator of the Fiscal Agents group.

  6.  Each officer keeps a current record of procedures, and a compilation of the papers of the office, which are transferred to the successor in office. Each officer prepares an Annual Report to the Board of the year’s activity in office, in time for distribution to the Board in advance of the Annual Board Meeting.

  7.  The Board of Directors, individually and collectively, functions in conformity with the Certificate of Incorporation, the Bylaws, and the Administrative Policies and Procedures. It is the responsibility of these elected officials to determine general policies, and to make and amend rules for the conduct of any given meeting, for the conduct of the business, and for procedures to be followed by officers, committees, agents, delegates, and staff.

       The Board, after reviewing the proposed budget developed by the Treasurer prior to each fiscal year, adopts a budget for the operations of the ensuing year. The Board approves the Annual Convention time, location, and proposal packets submitted by the Long Range Planning Committee. The Board, in planning for the ensuing four years, reviews proposal revisions and details provided by the respective Local Sponsors and Arrangements Committees. The Board authorizes regional meetings, establishes such committees as it deems necessary, and reviews and approves Presidential appointments.

ICP BL ARTICLE 5.

COMMITTEES AND APPOINTMENTS

  1.  Standing Committees of the International Council of Psychologists are: Membership; Area Chairs; Nominations and Elections; Archives; Publications; Convention Management--a) Scientific Program, b) Local Sponsors and Arrangements, and c) Long Range Planning; Continuing Education; Public Information (Media); and United Nations. Terms of service are set by the Administrative Policies and Procedures, except where otherwise specified in the Bylaws.

       1.1. The Membership Committee is headed by the Membership Chair, and includes a

Membership Application Processing Group, a Membership Recruitment and Retention Group, and Fiscal Agents.

       1.2. The Area Chairs Committee is headed by the World Area Chair, and includes appointed Area Chairs and Regional Area Chair Coordinators.

       1.3. The Nominations and Elections Committee is chaired by the immediate Past-President, and includes at least five members who represent at least four different countries. No member of the Board, other than the immediate Past-President, may serve on the Nominations and Elections Committee.

       1.4. The Archives Committee is headed by a Chair, and includes such other members as may be needed and approved by the Board. The Committee ensures that official documents and records are maintained in good order, transferred to psychological archives, as appropriate, and transferred to successors in good order.

       1.5. Convention Management is provided by three committees, which are responsible to, and coordinated by, the President.

              1.5.1. The Scientific Program Committee is chaired by the President-Elect, for the convention following installation as President-Elect. The President-Elect may appoint other members to the Scientific Program Committee, as needed, and as approved by the Board.

              1.5.2. The Local Sponsors and Arrangements Committee is headed by a Chair, who is appointed by the President, with approval by the Board, and is normally the presenter of the convention proposal.

              1.5.3. The Long Range Planning Committee is headed by a Chair, who is appointed by the President, with approval by the Board, for a three-year term, and in the year before the post becomes vacant. The members of the Committee represent at least three countries. The Treasurer is an ex-officio member of the Committee. The Committee is responsible for ensuring that the Board selects Annual Convention sites four years in advance. The Committee solicits proposals, advises the Board, and provides guidelines that insure that International Council of Psychologists’ conventions are conducted: 1) near the convention site of national associations in North America, not more frequently than every other year; and 2) in alternate years, near the convention site of the International Union of Psychological Science (IUPsyS), or the International Association of Applied Psychology (IAAP).

       1.6. The Publications Committee is headed by a Chair, appointed by the President, with approval by the Board, and consists of two additional members, editors of all publications, and the Treasurer and Secretary-General as ex-officio members. The Committee reviews expense and income statements, recommends policies on subscriptions, advertising, and schedules to the Board, and advises and assists the editors.

       1.7. The Continuing Education Committee is chaired by the Continuing Education

Administrator, who is appointed by the President, with approval by the Board, for a three-year term, which is renewable.

       1.8. The Public Information (Media) Committee is responsible for the dissemination of information about the association and its members.

         1.9. The Committee of Representatives to the United Nations is chaired by the Coordinator of Representatives to the United Nations, who is appointed by the President, with approval by the Board.

  2.  Other Committees (Non-Standing) of the International Council of Psychologists. Special committees and ad hoc committees may be established by the Board, with Chairs appointed by the President, and members recommended by the Chair to the President, all with approval by the Board.

  3.  Other Appointments. Individuals may be appointed to other leadership roles by the

President, with approval by the Board.

       3.1. Interest Group Coordinator. An Interest Group Coordinator is appointed for a three-year term, which may be extended for a second term. Interest Groups are established upon request of members who wish to align themselves for discussion and research on an identified topic of mutual interest. The Scientific Program Chair calls for program proposals from Interest Groups, and schedules time for the leaders of Interest Groups to meet with the Interest Group Coordinator at the Annual Convention.

       3.2. Agency Representatives may be appointed by the President, with approval by the

Board.

              3.2.1. Liaison Correspondents may be appointed by the President, with approval by the Board, for the purpose of initiating or maintaining open, two-way communication between the International Council of Psychologists and other psychological, allied scientific, and academic societies, associations, or organizations.

              3.2.2. Professional Concerns Agents are individual members, appointed by the

President, with approval by the Board, who are agents acting on behalf of the International Council of Psychologists in programs or organizations dedicated to promoting the role of the science and practice of psychology in society. Appointments are for a period of one year, with unlimited reappointments. Examples of Professional Concerns Agents are the Coordinators of SHARE, Women’s Issues, Children at Risk, and Human Rights of Psychologists.

              3.2.3. Ambassadors are individuals appointed by the President for lifetime service, with approval by the Board. Ambassadors deliver greetings from the International Council of Psychologists at conferences, provide membership applications, and disseminate information about the Council and its conventions.

       3.3. Ad Hoc Agents. The President may appoint, with approval by the Board, individual members of the association to carry out other specified tasks on behalf of the International Council of Psychologists.

              3.3.1. A Statutory Agent is an ad hoc agent, who is responsible for a biennial report of the activities and finances of the International Council of Psychololgists, as required by the Certificate of Incorporation.

              3.3.2. Fiscal Agents are ad hoc agents, who are appointed by the President, upon the recommendation of the Treasurer, Secretary-General, and relevant Area Chairs. Fiscal Agents receive dues in local currencies, transfer those payments to the Secretariat, and provide accounting reports and membership payment information to the Treasurer.

  4.  The procedures for making and terminating appointments are approved by the Board, and set out in the Administrative Policies and Procedures.

ICP BL ARTICLE 6.

MEETINGS

  1.  Annual Convention. An ICP Convention is held annually, unless prevented by war or other crises. The Convention includes an Annual Membership Business Meeting and meetings of the Board of Directors, and provides professional programs.

  2.  Regional Meetings may be held to serve the interests of ICP members, as well as other psychologists, under conditions approved by the Board, and set out in the Administrative Policies and Procedures.

  3.  National or local meetings of ICP members may be called with the approval of the Area Chair concerned, under conditions set out in the Administrative Policies and Procedures.

  4.  ICP meetings may be held within the programs of other international organizations, under conditions set out in the Administrative Policies and Procedures.

  5.  Annual Membership Business Meeting. There is an annual business meeting of the

membership during the Annual Convention, either within or without the State of Connecticut, at a time and place determined by the Board. The Annual Membership Business Meeting is preceded, and may be followed, by meetings of the Board of Directors.

       Members are notified of the Annual Membership Business Meeting not later than 30 days prior to the date of the meeting, by direct mail or e-mail, or appropriate notice in the International Psychologist newsletter.

       A quorum at the Annual Membership Business Meeting consists of twenty members eligible  to vote. Decisions at the Annual Membership Business Meeting require a majority affirmative vote of those present, eligible to vote, and voting.

  6.  Conduct of Board and Annual Membership Business Meetings. Robert’s Rules of Order governs the proceedings of all bodies of the Council, except where otherwise provided in the Bylaws.  A Parliamentarian is appointed by the President, with approval by the Board, to advise the President on procedural matters covered by Robert’s Rules of Order.

ICP BL ARTICLE 7.

FISCAL YEAR, DUES, AND DONATIONS

  1.  The fiscal year is from the first day of January to the last day of December, or such other period of twelve consecutive months that the Board may, from time to time, designate and approve.

  2.  Annual dues are set, and changed from time to time, on approval by the Board.  Annual dues are solicited on a calendar year basis.

  3.  Donations and contributions are accepted, recognized, and acknowledged, in accordance with the laws and procedures of the Internal Revenue Service of the United States of America, the nonprofit-related laws and procedures, if any, of the state in which ICP headquarters is located at any given time, and with the Administrative Policies and Procedures of ICP.

ICP BL ARTICLE 8.

PUBLICATIONS

  1.  The International Psychologist (IP) is the official organ of communication for the Council.

       1.1. The Editor of the IP is appointed, on approval by the Board, for a term determined by the Board and set out in the Administrative Policies and Procedures. The Editor collects, revises, and arranges for the publication of, news items and articles pertinent to the interests and purposes of the Council. The Editor works closely with the Publications Committee, of which he or she is an ex-officio member.

       1.2. Associate Editors may be recommended by the Editor for appointment by the Board.

       1.3. A Managing Editor is appointed by the Board to work closely with the Treasurer, Secretary-General, and Editor, on business affairs of the IP.

       1.4. Matters related to the preparation, publishing, and dissemination of the IP are approved by the Board, and set out in the Administrative Policies and Procedures.

  2.  A Membership Directory, with members’ names, addresses, and professional data, may be published from time to time, when authorized by the Board.

       2.1. The Editor of the Membership Directory is appointed, on approval by the Board, for a term determined by the Board and set out in the Administrative Policies and Procedures. The Editor works closely with the Publications Committee, of which he or she is an ex-officio member.

       2.2. Matters related to the preparation, publishing, and dissemination of the Membership Directory are approved by the Board, and set out in the Administrative Policies and Procedures.

  3.  A Membership Register, with members’ names, addresses, and other contact information, may be published in years in between the years in which the Membership Directory is published, when authorized by the Board.

       3.1. The Editor of the Membership Register is appointed, on approval by the Board, for a term determined by the Board and set out in the Administrative Policies and Procedures. The Editor works closely with the Publications Committee, of which he or she is an ex-officio member.

       3.2. Matters related to the preparation, publishing, and dissemination of the Membership Register and its information are approved by the Board, and set out in the Administrative Policies and Procedures.'

  4.  ICP’s Annual Convention Proceedings are the official publication of the Council.

       4.1. The Editors of the Annual Convention Proceedings are appointed, on approval by the Board, for a term determined by the Board and set out in the Administrative Policies and Procedures. The Editors work closely with the Publications Committee, of which they are exofficio members.

       4.2. Matters related to the preparation, publishing, and dissemination of the Annual

Convention Proceedings are approved by the Board, and set out in the Administrative Policies and Procedures.

  5.  The ICP Web Site is the official web site of the International Council of Psychologists.

       5.1. The Editor (Web Master) of the Web Site is appointed, on approval by the Board, for a term determined by the Board and set out in the Administrative Policies and Procedures. The Editor (Web Master) works closely with the Publications Committee, of which he or she is an exofficio member.

       5.2. Associate Editors may be recommended by the Editor for appointment by the Board.

       5.3. Matters related to the preparation, publishing, and use of material on the Web Site are approved by the Board, and set out in the Administrative Policies and Procedures.

       5.4. Access to the ICP Web Site is available at no charge (except for charges members may incur to access the internet).

  6.  Other publications may be authorized by the Board.

  7.  Rates for nonmember subscriptions and for purchase of specific issues of all Council

publications are set by the Board.

ICP BL ARTICLE 9.

SECRETARIAT

  1.  A Secretariat maintains and monitors all operations and records, and assists the President, the President-Elect, the Past-President, the Secretary, and the Treasurer in their duties. The Secretariat also provides support services to the Standing Committee Chairs, all duly appointed committees and leaders, and the general membership. The Secretariat implements administrative and financial functions of the organization, coordinates membership activities, and serves as a liaison between Directors of the Board, between Board Directors and the general membership, and between the Council and interface agencies.

  2.  A Secretary-General may be contracted to serve as the organization’s management executive.  Such contracts are offered after recommendation from a Search Committee or Performance Review Committee, and appointment by the Board. Contracts are not to exceed three years, with reappointment options based on performance evaluations. The Secretary-General reports to the Board annually, and to officers as often as required for the conduct of all business of the Council. The President reports to the Board on the results of the annual review of the work of the Secretary-General.

ICP BL ARTICLE 10.

AMENDMENTS

  1.  All proposed amendments to the Bylaws are submitted to the general membership for

approval.

       1.1. The Council, by mail ballot of the voting membership, may adopt such Bylaws, or amendments to the Bylaws, as are consistent with the Council’s Certificate of Incorporation, and are deemed necessary for the efficient management of the affairs of the Council and progress toward its goals.

       1.2. Amendments may be proposed by any Member of the Council, to be submitted to the membership on a mail referendum, under the following conditions.

              a. A proposed amendment is submitted to, or originates in an Annual Membership Business Meeting, and three-fourths of the voting members present and voting, vote in favor of such a mail referendum...

                  ...OR a proposed amendment is submitted to, or originates with the Board of

Directors, and three-fourths of the Board members who vote on the issue, vote in favor of such a mail referendum.

              b. The polls for the vote on the proposed amendment close forty-five (45) days after the date of the mailing.

              c. Amendments, after receiving the affirmative votes of a majority of the votes cast, become effective on the date established for closing the polls, unless the amendment provides another effective date.

  2.  Amendments to the Administrative Policies and Procedures may be approved by the Board or the Executive Committee, under conditions provided in the Administrative Policies and Procedures.

  3.  Amendments to the Certificate of Incorporation are made as prescribed for amendments to the Bylaws in 10.1. above, with the added requirement that, upon approval by the membership, the amendment is filed with the State of Connecticut and, when required, with the United States Internal Revenue Service.