Knoxville Area Psychological Association

2023 Approved KAPA Bylaws

Knoxville Area  Psychological Association

BYLAWS

September 19, 2023

ARTICLE 1.  NAME

The name of this organization shall be the “Knoxville Area Psychological Association,” hereafter referred to as “KAPA.” 

ARTICLE 2.  PURPOSES

1.      The purpose of KAPA shall be to advance psychology as a science, as a profession, and as a means of promoting public welfare. To this end, KAPA supports and promotes high standards for psychological service, training and research; facilitates the study of psychology at all levels; promotes high standards of professional ethics; provides opportunities for the professional development of psychologists; and encourages programs or projects that benefit the public.

2.      KAPA embraces its primary role as providers of quality continuing education programs and opportunities for psychologist members.  KAPA works to help members attain ongoing educational credits towards the fulfillment of requirements for continued licensure established by the Tennessee Board of Examiners in Psychology.

ARTICLE 3. AFFILIATIONS

1.      KAPA is an affiliate of the Tennessee Psychological Association (TPA). KAPA shall establish bylaws and develop policies that are compatible with the official policies of the American Psychological Association.

2.      As an educational affiliate of the American Psychological Association (APA), KAPA shall adhere to those requirements established by APA for certification of continuing education programs.

3.      The Board shall establish, maintain and terminate affiliations for any other type of formal cooperative relationships with other organizations that in the judgment of the Board has purposes that are compatible with the purposes and official policies of KAPA.

4.      No component of KAPA shall be empowered to establish a formal affiliation with another organization without approval of the Board.

ARTICLE 4.  MEMBERSHIP

• 1.      Process of Membership. Persons admitted to membership in KAPA will:
• a.       subscribe to the purposes of KAPA,
• b.      maintain professional conduct that is consistent with the principles outlined in the American Psychological Association’s Ethical Standards of Psychologists

c.       apply via application forms and according to procedures which have been approved by the KAPA Board of Directors.

d.      meet the criteria for membership as outlined below,

e.       be approved by the KAPA Treasurer for admission into KAPA. The Treasurer of KAPA acts as the Membership Chair for the organization.

1. Members shall have all rights and privileges of KAPA including the right to vote and hold office, the right to attend and to participate in KAPA meetings, to receive KAPA publications and to chair and serve on KAPA Committees.  
2. Three KAPA membership classes are designated.

a.       Member:  The minimum qualifications for election to the category of Member shall be:

i.      A license from the Tennessee State Board of Healing Arts as a Psychologist, Senior Psychological Examiner, Psychological Examiner or Certified Psychological Assistant in the State of Tennessee, or

ii.    Certified as a school psychologist in the state of Tennessee, or

iii.  Have a master’s or doctoral degree in psychology from an accredited institution, or

iv.  Be employed in a faculty position in a department of psychology in a recognized college or university campus.

b.      Student Member: The minimum qualifications for election to the category of Student shall be:

i.      Qualified graduate or undergraduate students in psychology or educational psychology in local recognized universities.

ii.    Student members shall have all rights and privileges of KAPA membership except the right to vote or hold office. They may chair committees as appointed by the Board.

• c.       Retired Member:
• i.      Psychologists or Examiners who have previously met the criteria for Membership but who are no longer practicing psychology can apply to be Retired Members.
• ii.    Retired members shall have all the rights and privileges of KAPA membership.

ARTICLE 5.  DUES

1.      Membership dues shall be set annually by the Board of Directors.  Dues may not be changed unless approved by the KAPA Board.

2.      The Board may - if it so chooses - scale dues to consider such member factors as income. It is expected that dues for Students and Retired Members will be less than Members.

3.      The fiscal year of KAPA shall be from January 1 to December 31. Term of membership is 12 months. The Board is authorized to set the dates of the term of membership and to establish terms of any late payment penalty in an amount to be specified yearly. Members failing to pay dues 90 days after the due date may be dropped from membership in KAPA.

4.      An individual dropped because of non-payment of dues may be reinstated to his/her/their former membership status by paying the full annual dues for the year in which he or she rejoins KAPA.

5.      Any member in good standing may withdraw from KAPA by submitting a letter (or email) of resignation prior to January 1 of each year to the Secretary. An individual who has resigned in good standing may be reinstated upon request to the Board. No portion of membership fees will be rebated if a member withdraws.

6.      Financial exceptions of the Dues Structure will be considered on an individual basis, as recommended by the Treasurer and approved by the Board.

7.      Special assessments may be levied for specific needs or purposes upon recommendation of the Board of Directors with two-thirds vote of the Board of Directors affirming such an assessment.

ARTICLE 6. FINANCES

• 1.      No profits shall proceed to any officer, shareholder, director, member, associate, student affiliate or employee of KAPA, except as reasonable compensation for services in effecting one or more of KAPA's stated purposes. Compensation to any person for services rendered must be approved by the KAPA Board.
• 2.      In the event of dissolution, KAPA's net assets, after payment of debts, shall proceed to the Tennessee Psychological Association.

ARTICLE 7.  GOVERNMENT

1.      Elected Officers and the Board

a.      The Board of Directors is fully empowered to interpret and apply the bylaws, to develop official policies, to allocate funds, to delegate authority and responsibility and to take any other action that is necessary for proper, efficient management of KAPA. 

b.      Each member of the Board of Directors present at a meeting is entitled to vote and shall have one such vote and no member may vote by proxy.  All decisions of the Board of Directors shall require assent by a simple majority of the Board.

c.      The elected Officers of KAPA shall be President, President-elect, Past President, Secretary, and Treasurer. Each of these positions will have a vote on Board matters.

d.      Duties

i.     The President shall be the presiding Officer of KAPA and chair of the Board of Directors. The President represents KAPA and performs other customary duties incident to the office as authorized by the Board. The President shall be an ex-officio member of any Boards and committees of KAPA. It is the responsibility of the President to maintain correspondence with the Tennessee Psychological Association pertaining to KAPA activities and forward planning. The President moves into the position of Past President upon completing of his/her/their term.

ii.   The President-electshall perform the duties of the President in the event of absence, resignation, or incapacity of the President. The President-elect shall accept duties delegated by the President in fulfillment of the office of President. The President-elect moves into the position of President upon the completion of the President’s term.

iii. The Past Presidentshall accept duties delegated by the President in fulfillment of the office of President. The Past President is responsible for creating a ballot of Officers at the annual meeting, with the help of and input from the entire Board. The President moves into the position of Past President upon the completion of his/her/their term. A former KAPA President may be nominated to serve the term as Past President if the immediate Past President cannot serve. 

iv. The Secretary of KAPA shall keep minutes of meetings of the Board of Directors and business meetings of the general membership of KAPA. The Secretary shall serve as secretary to the Board, shall maintain KAPA’s archives and policies, and perform such additional duties as the President may delegate. 

v.   The Treasurer of KAPA shall maintain oversight responsibility for the full records of KAPA’s financial activities including a complete accounting of dues paid by each member of KAPA, disbursement of funds under the direction of the Board, maintenance of records and receipts of income and disbursements, and that an annual review of the financial records of KAPA is provided to the Board of Directors. The Treasurer oversees KAPA finances and maintains the membership roll.

vi. The term of the President-elect, President, and Past-President is each one year. The Secretary and Treasurer serve two-year terms and are elected in alternate years.

2.      Meetings of the Board.

a.      The KAPA Board shall meet at any time at the call of the President or Secretary and must be held in the event of a written request by three elected members of the Board of Directors.  A majority of the elected members of the Board of Directors, present either physically or by electronic medium, shall constitute a quorum.  The Board of Directors will meet no less than on a quarterly basis.

b.      Any member of the Board of Directors may be removed from his/her/their position for cause by a two-thirds vote of the Board.

c.      If a board position is vacated unexpectedly, the KAPA board has the authority to fill the position after reasonable deliberation via majority vote of the Board. The officer position approval is temporary until the next meeting of the membership, at which time the membership may approve via majority vote for the officer to be authorized as an elected board officer to complete the regularly scheduled term of that position.

3.      KAPA’s policy regarding indemnification shall be as follows:

a.      Each Officer or member of the Board of Directors shall be indemnified by KAPA against all claims and liabilities to which said person has or shall become subject by reason of serving or having served as an Officer or Director, or by reason of any action alleged to have been taken, omitted, or neglected by this member as an Officer or Director.

b.      KAPA shall reimburse each such person for legal expenses reasonably incurred in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of a breach of the Officer’s or Director’s duty to KAPA, for acts or omissions not in good faith or those involving intentional misconduct or knowing violation of the law, or for a transaction from which the Officer or Director derives an improper personal benefit.

c.      The amount paid to any Director by way of indemnification shall not exceed the actual, reasonable, and necessary expenses incurred in connection with the matter involved.

d.      The right of indemnification provided shall not be exclusive of any rights to which any Officer or Director may otherwise be entitled by law.

ARTICLE 8. ELECTIONS

1.      KAPA will hold an annual meeting towards the end of the calendar year, and a ballot for incoming officers will be presented for consideration. Nominations from the general membership will be accepted at the annual meeting.

2.      The Board notifies the members about the candidates on the election ballot four weeks before the annual meeting.  Ballots are given to all members in good standing at this meeting.

3.      The candidate for each office receiving a majority of the votes is elected. The general membership will be notified of the results.

4.      If a special election is needed, the President of KAPA shall specify the offices to be filled and asks the Board of Directors to approve a special election.

5.      A method of electronic / internet / distance voting shall be as established from time to time by the KAPA Board, as special circumstances warrant.

ARTICLE 9. MEETINGS AND QUORUM

1.      KAPA shall hold at least one general membership meeting annually. The Board of Directors determines the dates and places for the meetings. The Secretary announces the date and place of the annual meeting well in advance and not later than the time at which the election ballots are to be distributed to the membership.

2.      A quorum at a meeting of KAPA consists of those members present.

3.      Any question of parliamentary procedure that is not clarified by relevant state law, the Articles of Incorporation, these bylaws, or the policies of KAPA shall be resolved in a manner consistent with the current parliamentary reference in use by the American Psychological Association.

ARTICLE 10. STAFF

1.      The management of KAPA can be conducted by an individual or management company known as “Executive Director” selected by Board vote. The Executive Director manages the daily operations of KAPA, coordinates activities of the Board, its various committees, and the membership-at-large. The Board of Directors may delegate oversight and administration of the continuing education program and maintenance of APA continuing education accreditation to him/her/them. The Executive Director has no direct access to KAPA’s bank account or funds, cannot sign contracts or appropriate KAPA funds and has no vote on motions considered by the KAPA Board of Directors.  The Executive Director is fully responsible to the KAPA Board of Directors. The KAPA Board of Directors is responsible for all decisions concerning any conditions of employment, professional activities and evaluation of the Executive Director.

ARTICLE 11. AMENDMENTS.

1.      Amendments to these bylaws may originate in the Board of Directors or may be proposed by 10% of the voting members of KAPA. The text of the proposed amendment must be presented to the Secretary of KAPA, bearing the signatures of the proposers, and accompanied by a brief statement of the purpose of the proposed amendment.

2.      Amendments can be voted on by mail ballot or by secure electronic media, if not an at annual meeting. The Secretary shall cause the text of the amendment and the ballot to be sent to each member of KAPA, if not done at a membership meeting. Amendments approved by a two-thirds majority of those voting shall be adopted.

ARTICLE 12. ENACTMENT

1.      These bylaws shall become effective following their approval by the membership of KAPA. A simple majority of KAPA members will constitute passage and enactment.