RAGPS By-Laws
Page Updated: December 3rd, 2008

ROCHESTER AREA GROUP PSYCHOTHERAPY SOCIETY, INC.

BYLAWS

ARTICLE I

Identification

Section 1.        Name: The name of this society shall be the Rochester Area Group Psychotherapy Society (RAGPS), Inc. Hereinafter it shall be referred to in this document as the Society.

Section 2.        Incorporation: The Society shall be incorporated under the provisions of the General Laws of the State of New York, as a non-profit organization exempt from Federal income tax under the name of “Rochester Area Group Psychotherapy Society, Inc.”

Section 3.        Affiliation: The Society is a Local Affiliate Society of the American Group Psychotherapy Association, Inc. (AGPA). To remain in good standing, the Society will hold at least one formal meeting annually, and the Secretary of the Society will send reports of each meeting to the Secretary of AGPA and the Chairperson of the Affiliate Assembly. The Society will not hold publicly announced meetings two weeks before, during and two weeks after an Annual Meeting of AGPA.

Section 4.        Geographic Boundaries: The Society’s geographical area shall include the County of Monroe in the State of New York, and contingent counties of Ontario, Livingston, Genesee, Wayne and Orleans.

ARTICLE II

Purposes

Section 1.        The purposes for which the Society is formed are:

  1. to enhance the quality of group psychotherapy within the Society’s geographic boundaries and promote recognition of it as a viable treatment modality.
  2. to provide a forum for professional growth and stimulation through educational exchange of information and experience about group psychotherapy.
  3. to promote the development of high quality training in group psychotherapy for mental health professionals.
  4. to establish and maintain high standards of ethical and professional group psychotherapy practice.
  5. to encourage and promote writing and research in the area of group psychotherapy.
  6. to promote interaction and communication among group psychotherapists.

Section 2.        No funds or portion of funds shall inure directly or indirectly to the benefit of any officer, director, or member, and shall be used only to advance the not for profit purposes of the organization.

Section 3.        Upon dissolution of the Society and after paying or making provisions for the payment of all of the liabilities of the Society, the directors shall transfer all of the Society’s assets to the Group Psychotherapy Foundation (“the Foundation”), provided the Foundation qualifies as an exempt organization by reason of description in Code Section 501 ( c) (3) at the time of transfer. If, at the time of transfer, the Foundation does not qualify as an exempt organization by reason of description in Code Section 501 (c)(3), the Society may transfer its assets to one or more Code Section 501 ( c) (3) public charities.

  1. The Society is organized and is to be operated exclusively for charitable, educational, and scientific purposes within the meaning of Sections 501 ( c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
  2. No part of the net earnings of the Society shall inure to benefit of, or be distributable to its directors, trustees, officers or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
  3. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
  4. Notwithstanding any other provisions herein, the Society shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt form federal income tax under Section 501 ( a) of the ode by reason of description in Section 501 ( c)(3) of the Code, or (2) by a corporation, contributions to which are deductible under Section 170 ( c)(2) of the Code.

ARTICLE III

Membership

Section 1.        Classes of Membership: There shall be seven classes of membership of the Society: (a) Clinical Members, (b) Fellows, (c) Associate Clinical Members, (d) Affiliate Members, (e) Student Members, (f) Life Members, and (g) Honorary Members.

Section 2.        Clinical Members:

  1. Qualification: Clinical professionals who are Clinical Members in good standing with AGPA.
  2. Rights and Privileges: Clinical Members in good standing may participate fully in the affairs of the Society by such activities as voting, serving on Committees including in the capacity of Chair, and holding any elected office.

Section 3.        Fellows:

  1. Qualifications: Clinical professionals who are Fellows in good standing of AGPA.
  2. Rights and Privileges: Fellows in good standing may participate fully in the affairs of the Society, including such activities as voting, serving on committees, and holding office.

Section 4.        Associate Clinical Members:

  1. Qualifications: Clinical professionals who are Associate Clinical Members in good standing with the AGPA.
  2. Rights and Privileges: Associate Clinical Members in good standing may participate in the affairs of the Society by such activities as voting, serving on Committees including in the capacity of Chair, and holding elected office with the exception of the offices of President-elect and President.

Section 5.        Affiliate Members:

  1. Qualifications: Clinical professionals in the field of mental health who, although not Members of AGPA, are interested in the practice and development of group psychotherapy.
  2. Rights and Privileges: Affiliate Members in good standing may participate in the affairs of the Society by such activities as serving on Committees including in the capacity of Chair, but may not vote or hold elected office.

Section 6.        Student Members:

  1. Qualifications: Individuals who are Student Members in good standing with the AGPA. This membership category is held on a year to year basis pending the conferring of a degree in one of the mental health professions and requires substantiation of student status annually.
  2. Rights and Privileges: Student Members in good standing may participate in the affairs of the Society by such activities as serving on but not chairing Committees, and may not vote or hold office.

Section 7.        Life Members:

  1. Qualifications: Individuals who have been Fellows, Clinical Members, or Associate Clinical Members in good standing for ten years and/or upon reaching the age of sixty-five have a combination of age and membership which total 70.
  2. Rights and Privileges: Life Members shall have all the rights and privileges of their categories, and may be exempt from all dues.

Section 8.        Honorary Members:

  1. Qualifications: Clinical professionals who have rendered distinguished service to the Society or to the development of group psychotherapy.
  2. Rights and Privileges: Honorary Members may participate in the affairs of the Society by such activities as serving on but not chairing Committees, and they may not vote or hold office. They may be exempt from all dues.

Section 9.        Methods of Application and Election:

  1. Clinical Members, Associate Clinical Members, Fellows, Affiliate Members, Student Members, and Life Members: Applications for these categories shall be forwarded to and evaluated by the Membership Committee. Membership shall not be denied on the basis of race, color, creed, national or ethnic origin, sex, sexual orientation, handicap, or age. Applicants shall become members upon full payment of dues. Application for transfer from one category to another may be made as the specified qualifications are reached and will be processed as above.
  2. Honorary Members: Any member of the Society may recommend to the Membership Committee nominations for Honorary Members. The recommendations of the Membership Committee shall be submitted to the Board. A two-thirds vote of those Board Members present and voting shall be required for approval.

Section 10.        Membership Subject to By-Laws: All members, by accepting such status, shall for all purposes be deemed to have accepted and to have agreed to be bound by the By-Laws of this Society as the same may then exist or as the same may, from time to time, be altered or amended.

  1. Membership Year: The membership year of the Society shall begin on September 1 of each year and end on August 31st of the following year.
  2. Amount of Dues: The amount of dues for each membership category shall be established by a two-thirds vote of the Board and shall be reviewed annually.
  3. Collection of Dues: Members of this Society shall receive written notice of dues and of pending termination if dues are in arrears for three (3) months. Membership may be reinstated at any time, with a reinstatement fee determined by the Board.

Section 11.        Termination and Resignation of Membership: Termination of a membership may be by written request or when dues are in arrears for three (3) months.

ARTICLE IV

Officers

Section 1.        Officers: The officers of the Society shall be the President, President-Elect, Secretary and Treasurer.

Section 2.        Terms of Office: Elected officers shall take office January 1 of the year immediately following their election. Elected officers, with the exception of President-Elect, shall hold office for a period of two (2) years. Individuals must remain out of office for one year before they are eligible to run for the same office again.

Section 3.        Powers and Duties of Officers:

  1. President: The President shall preside at meetings, be the executive officer of the Society and of the Board of Directors, provide leadership and perform all duties usually pertaining to the office. After the term of office the President shall serve for two years as Past-President and ex-officio serving on the Executive Committee. The President must be a Clinical Member or Fellow in good standing of the Society and AGPA.
  2. President-Elect: The President-Elect shall fulfill the duties of the President in his/her absence and be responsible for duties as assigned by the President. The President-Elect shall assume office at the end of the President’s term of office. The President-Elect must be a Clinical Member or Fellow in good standing of the Society and AGPA.
  3. Secretary: The secretary shall keep records of the Society including minutes of the meetings, correspondence of the Society, and records of meetings and reports to the membership, and shall be responsible for the dissemination of information to members. He/she shall take charge of the Society mail box and disperse incoming mail.
  4. Treasurer: The treasurer shall have custody of all funds of the Society and shall maintain a bank account in the Society’s name. The names of the Treasurer and the President shall be maintained on the account. The Treasurer shall collect dues from the membership and funds from Institutes, workshops, and other activities sponsored by the Society for a fee. He/she shall have custody of all property of the Society subject to the authority of the President.

Section 4.        Nomination and Election Process:

  1. Officers shall be elected every other year. The Nominating Committee shall form a slate of nominees for each office for presentation to the membership. The Board of Directors approves the slate of officers prepared by the Nominating Committee. The committee may nominate candidates for officers at the preceding annual meeting or in writing three months prior to the election. The general membership must be notified of meetings where officers are to be nominated at least 30 days in advance.
  2. Election of officers shall be conducted by the Nominating Committee and held every other year by mail ballot. Ballots shall be mailed at least 60 days in advance of the annual business meeting and returned at least 20 days prior to the meeting. The results of the election shall be announced at the annual meeting.
  3. Officers shall be elected by a majority of the votes cast on a mail ballot. In the event that no one has majority vote, there shall be a run-off election between the two leading candidates.
  4. Vacancies: The Board shall fill by appointment any unexpired term of office in the Society until the next election cycle when the office shall be filled by a duly-elected officer by a majority of the votes cast. The office of President shall be an exception. Whenever the office of President is vacant, the President-Elect shall immediately assume office. If this occurs, leaving the office of President-elect potentially vacant for over one year, a special election will be held as early as possible by mail ballot in accordance with this section.

Section 5.        Removal of Officers: The Board of Directors may remove Officers by a two- thirds vote of those present and voting at a regular or special meeting.

ARTICLE V

Meetings

Section 1.        Annual Meeting: An Annual Meeting of general membership will be held in September each year. This meeting shall include annual reports from Executive Committee Members and from the Chairs of all other committees.

Section 2.        Special Meetings: Special meetings of the membership may be called by the President or by petition signed by ten (10) members. Not less than seven (7) or more than fourteen (14) days notice is required.

Section 3.        Voting: At all meetings of the membership, Fellows, Clinical Members, Associate Clinical Members, and Life Members shall be entitled to one vote. Affiliate Members, Student Members, and Honorary Members shall be entitled to receive notice of all meetings, to be present at, and to participate in such meetings, but shall not be entitled to vote. Members with voting privileges may vote in person or by written proxy to the Executive Committee.

Section 4.        Quorum: Three officers of the Executive Committee and ten percent of the voting membership shall constitute a quorum for the transaction of business at any Annual or Special Meeting of the membership. When a quorum is present, the affirmative vote of a majority of the members entitled to vote who are present in person or represented by proxy shall be necessary and sufficient to the decision of any question brought before the meeting unless a larger vote is required by law.

ARTICLE VI

Board of Directors

Section 1.        Composition: The management of the Society and all of its affairs shall be entrusted to a Board of Directors consisting of the President, President-Elect, Past-President, Secretary, Treasurer, and Members-at-Large, of no less than five (5) nor more than fifteen (15).

Section 2.        Powers and Duties: The Board of Directors shall have the following powers and duties:

  1. To provide policy and planning for the Society.
  2. to carry out the purposes of the Society.
  3. to review and assess the affairs of the Society.
  4. to be responsible for the business and financial affairs of the Society.
  5. to appoint and dissolve all committees, except as herein otherwise provided for; to stimulate the activities of all committees; to coordinate the work of related committees of the Society; and to act on recommendations of such committees.
  6. to plan for the advancement of the Society’s activities and welfare.

Section 3.        Method of Election of Members-At-Large: The Members-at-Large shall be elected, by the same procedure as officers, during annual elections (Article IV, Section 4, contains the officer election procedures). The terms of the Members-at-Large shall be three (3) years and shall be staggered so that in any one-year, no more than half rotate at one time. Board members may not hold more than three consecutive three-year terms.

Section 4.        Vacancies: If a vacancy exists in an unexpired term of a Member-at-Large of the Board of Directors, such vacancy may be filled by appointment by the President, with approval of the Board, for the remainder of the unexpired term. The Board seat may be left vacant.

Section 5.        Meetings and Notice: The Board of Directors shall meet on a regular basis at times and places determined by its members. Special meetings of the Board of Directors may be called in one of two ways: by order of the President or by the President on written request of three members of the Board of Directors.

Section 6.        Quorum: A majority of the Board of Directors in person shall constitute a quorum at any meeting of the Board of Directors. When a quorum is present, the majority vote of those present shall be necessary and sufficient to the decision of any question brought before the meeting unless otherwise required by these by-laws.

Section 7.        Action without a Meeting: The Board of Directors, without assembling, may take action by the unanimous written consent of all members as if such action were taken at a meeting of the Board of Directors duly called and held with a quorum present and voting.

Section 8.        Presiding Officer: The President of the Society shall preside at meetings of the Board of Directors, or in his/her absence, the President-Elect, or in his/her absence, the Secretary, or in his/her absence the Treasurer.

ARTICLE VII

Contracts, Checks, Deposits, and Funds

Section 1:        Contracts: The Board of Directors may authorize any officer or officers, or agents of the corporation to enter into any contract in the name and on behalf of the Society.

Section 2:        Checks, Drafts, or Orders of Payment: All checks, drafts, or orders of payment of money, notes, or other evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer. Any check drawn on the Society’s account in excess of $2,000 shall be signed by both the President and Treasurer.

Section 3:        Deposits: All funds of the corporation shall be deposited from time to time in the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4:        Gifts: The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or device for the general purposes, or for any special purpose, of the Society.

ARTICLE VIII

Committees

Section 1.        Procedures for Appointment:

  1. Chairpersons: All chairpersons of the committees, with the exception of the Nominating Committee, shall be appointed by the President with the advice and consent of the Board. Chairpersons terms of office coincide with the term of the President. In case of a resignation or death of a committee chairperson, the President will appoint a successor immediately. The President shall serve as Chairperson of the Board of Directors and of the Executive Committee and shall serve as an ex officio member of all other committees.
  2. Committee Members: The Chairperson of each committee shall select other committee members, who shall serve at the pleasure of the Committee Chair.

Section 2.        Types of Committees:

  1. Executive Committee: The Executive Committee shall be composed of the President, President-Elect, Past-President as ex-officio, the Secretary and the Treasurer of the Society. The tasks of the Executive Committee are (1) to review and assess the affairs of the Society; (2) to guide, oversee, and coordinate the activities o