Bylaws

Article I: Name

The name of this organization shall be the Association for Applied Psychophysiology and Biofeedback. Hereinafter it shall be called the Association.

Article II: Purpose

The objective of the Association shall be to improve human welfare through the:

• Encouragement and improvement of 1) scientific research, 2) clinical, and 3) educational applications in biofeedback and applied psychophysiology.
• Integration of applied psychophysiology and biofeedback with other self-regulatory methods.
• Improvement of clinical uses of applied psychophysiology, biofeedback and other self-regulatory methods through high standards of professional practice. peer review, ethics, and education.
• Increased knowledge about applied psychophysiology and biofeedback to the membership via meetings, educational programs, publications and special interest sections.
• Promotion of chapters.
• Dissemination of information to the public about applied psychophysiology and biofeedback.

The Association is organized for the purpose of carrying on educational and scientific objectives and is not to be operated for profit.

Article III: Ethics

Members of the Association shall be bound by a Code of Ethics adopted by the Association, which shall be controlling in all decisions of the Ethics Committee.

Article IV: Membership

• Membership in the Association shall be comprised of the following categories:
  • Regular Member: Persons interested in the scientific and professional advancement of applied psychophysiology and biofeedback who hold an advanced degree; or the equivalent entry level degree for the specific discipline in which the individual practices, teaches or does research.Regular members have all rights and privileges of membership, including the right to serve on committees, to vote and hold office.
    
    Regular members may upon written request of financial need and with documentation as required by the Board be granted a dues waiver or adjustment for the current membership year. Such members shall retain all rights and privileges during the membership year.
  • Individual Associate Member: Persons interested in the scientific and professional advancement of applied psychophysiology and biofeedback who do not meet the qualifications for regular membership. Individual associate members have all rights and privileges of membership except the right to vote and hold office.
  • Corporate Associate Members: Corporations or firms interested in the scientific and professional advancement of applied psychophysiology and biofeedback. Corporate members will be granted rights and privileges and benefits of membership as determined by the Board.
  • Student Members: Full-time students of accredited academic institutions with interests in applied psychophysiology and biofeedback who do not have an entry level degree or who are graduate students may become student members. Student members have all rights and privileges of membership except to vote and hold office.
  • Honorary Members: Any individual who has made an outstanding contribution to the betterment of the Association or profession and who has been so designated by the Board. Honorary members are exempt from dues, and have all rights of membership except to vote and hold office.
• Resignations:
  A member may resign at any time, but such resignation shall not relieve the individual from payment of dues for the unexpired portion of the member's current dues year or give any right to rebate of dues paid or any right to a prorated share of the assets of the Association. All resignations shall be made in writing to the Association.
• Removal:
  Any member may be removed from membership for cause by the Board by a two-thirds vote. For any cause other than nonpayment of dues, removal shall occur only after due process procedures of the Association's Ethics Committee have been followed.
• Other categories:
  The Board may establish other membership categories as appropriate.

ticle V: Dues, Fees and Assessments

• The Board shall determine dues and benefits for all categories of membership annually.
• Nonpayment of dues shall be considered as equivalent to a resignation from the Association.
• All fees and assessments shall be determined by the Board as needed.

Article VI: Chapters

• Chapter status shall be granted to states, countries, or regions that meet the qualifications as specified in the Chapter guidelines.
• A chapter shall be representative of the Association's membership and of the scientific and professional interests of applied psychophysiology and biofeedback.Its objectives shall fall within the scope of those specified in Article II of these Bylaws, and its membership shall not be restricted on any basis other than interests and qualifications.The Bylaws of a Chapter may not be in conflict with those of the Association.In the event of such a conflict, the Bylaws of the Association shall prevail.
• A Chapter may be affiliated with the Association upon demonstrating it meets the requirements to be a Chapter and approval by the Board.Chapters shall conform to the purposes and stated policies of the Association.
• In the event the Board finds that the conditions of affiliation are not being fulfilled by a Chapter as specified in the Chapter guidelines or that its affiliation is no longer in the best interest of the Association, the affiliation may be terminated by a two-thirds vote of the AAPB Board.
• A Council of Chapters Delegate shall be constituted of one representative from each Chapter.The Council shall elect one of its members to be a liaison to the Board.

Article VII: Sections/Divisions

• A Section or a Division consists of a group of AAPB members with a common interest.A Section or Division can be formed according to the AAPB Policies and Procedures subject to approval by the Board.When a Section exceeds 12% of AAPB membership or 250, they may elect to become a Division.
• Each Section or Division must have as its focus a distinct subject area approved by the Board.
• Sections or Divisions shall be reviewed annually and renewed by approval of the Board.
• Section or Division bylaws shall not be in conflict with those of AAPB.
• Sections or Divisions shall operate in accordance with the Policies and Procedures of AAPB.

Article VIII: Board

• The Board shall consist of the officers of the Association and five additional Board members at large, all of whom shall be “Regular” members of the Association. Board members at large and the Treasurer shall serve no more than two three-year terms. The Executive Director shall serve on the Board ex-officio, without vote.
• Regular meetings of the Board shall be held at least annually, at times and places specified by the Board or Executive Committee.A quorum at any Board meeting shall consist of a majority of the Board’s membership.
• Written notice of Board meetings shall be mailed to each Board member at least two weeks in advance of a scheduled Board meeting.
• In the case of disability or resignation of a Board member, the Board shall fill the vacancy for the remainder of the Association’s year.A membership election for the remainder of the vacant Board term will be held at the next regularly scheduled Association election.
• The Board shall have the authority to take such actions as are necessary for the conduct of the Association’s affairs in accordance with these Bylaws.
• Action taken by a mail, telephone, fax, or e-mail ballot of the Board members shall be valid action of the Board so long as the balloting is conducted in accordance with Colorado corporate laws and shall be reported to the Board within one month of the close of the ballot.

Article IX: Powers and Duties of Officers

• The officers of the Association shall be: the President, the President-Elect, the Immediate Past President, and the Treasurer, all with vote and the Executive Director who shall serve ex-officio, without vote.With the exception of the Executive Director, they shall hold office until their elected successors take office.
• The President shall be a member of the Association who has just completed his/her term as President-Elect.The President shall represent the entire membership and the best interests of the Association. The President shall be the official spokesperson for the Association, but may assign this authority.The President shall serve as the presiding officer of the Association and as Chairman of the Board of Directors.The President shall support and defend policies and programs adopted by the Board of Directors and membership.The President shall be an ex-officio member of all committees of the Association except as otherwise provided.The President shall have additional duties, which are not inconsistent with the Bylaws as may be assigned by the Board of Directors.
• The President-Elect shall be a member of the Association who is elected by the membership.He/she shall take office as President-Elect at the close of the annual meeting at which his/her election results are announced.He/she shall serve as presiding officer of the Association in the absence of the President.The President-Elect shall become familiar with the presidential duties and shall perform such duties as are delegated by the President and/or Board of Directors.The President-Elect shall act in the President's absence or disability and shall be Chairman of the Committee on Structure.The President-Elect shall help formulate Association policy, and shall assist the President, upon request. The President-Elect automatically succeeds to the office of President.If the office of President becomes vacant, the President-Elect shall serve as President for the unexpired term and shall serve as President for the term to which he/she was elected.In the event that the President-Elect shall not be able to serve, a President-Elect shall be nominated by the nominating committee and a special election held.The new President-Elect will take office immediately.
• In the event that both the President and the President-Elect shall be unable to serve, the Board shall elect one of its members to serve as President of the Association until the next regular election, when a new President and President-Elect shall be elected.The new President shall take office immediately.
• The Immediate Past-President shall serve on the Board and the Executive Committee for the year immediately following his/her presidency, and shall have such duties as the Board or the President may designate.
• The Treasurer shall be a member of the Association and shall be elected by the membership.The Treasurer shall deliver an audited report for each fiscal year to the Board.The Treasurer shall be Chairman of the Association's Finance Committee.
• Any Officer or Board member may be removed from office before the expiration of his/her term by a three-fourths vote of the Board if evidence is present that the best interests of the Association are not being served.

Article X: Executive Director

• The Association shall retain an Executive Director.
• The Executive Director shall be appointed by the Board and shall serve as the Secretary of the Association.
• The Executive Director shall direct the day-to-day activities of the Association according to the policies and procedures of the Board.
• The Executive Director shall have authority to sign checks and drafts as agent of the Association for the disbursement of funds for duly authorized purposes of the Association.
• The Executive Director shall serve ex-officio, without vote, on all committees of the Association.
• The Executive Director shall report to the Board annually on the operations of the Association's Headquarters.

Article XI: Association's Headquarters

The Association shall maintain a headquarters for the promotion of the objectives of the Association. The Headquarters shall be established at such a place and with such facilities and functions as the Board may direct.

Article XII: Annual Meeting

There shall be an annual meeting of the Association at a time and place to be determined by the Board.

Article XIII: Finances

• The fiscal year of the Association shall be set by the Board.
• All officers and agents of the Association responsible for the receipt, custody and disbursement of funds may be required to give bond for the faithful discharge of their duties in such sums and with such sureties as the Board may determine.
• All checks, drafts, and other orders for the payment of money shall be signed by such agent or agents of the Association and in such manner as shall be determined by the Board.
• An annual audit/review shall be performed by the Association CPA.Copies shall be distributed to the Board.

Article XIV: Nominations

• The Nominations Committee shall prepare a ballot of nominees for vacant Board positions.
• The Nominations Committee shall nominate twice as many candidates as there are vacancies on the Board of Directors.No member of the Nominations Committee is eligible to be nominated for any elected position.
• Candidates for the Board must be nominated by petition of 2.5% of the membership.Candidates for President-Elect and Treasurer must be nominated by 4% of the membership.
• The Nominations Committee shall verify the eligibility of nominees and ascertain all nominees are willing to stand for office and meet all requirements to serve.

Article XV: Elections

• Ballots are valid if postmarked within thirty days of the date mailed.A count shall be made by the Elections Committee of the votes and a report made to the Board and the membership.Tie votes shall be resolved by a vote of the Board.This section shall apply to all elections unless otherwise specified in these Bylaws.
• A complete file of all ballots, tallies, and documents of Election Committee actions shall be maintained in the Headquarters office for a period of at least one-year.
• Announcement of election results shall be made by the President at the Association's Annual Business Meeting and in the official newsletter of the Association.

Article XVI: Referendum

Upon petition of two hundred members or ten percent of the voting members in good standing, whichever is smaller, a request for a mail vote of the members of the Association upon any matter, not involving an amendment to the Bylaws, may be addressed to the Board. If the matter is not inconsistent with these Bylaws, the Board shall present it to the membership for a mail ballot. The ballot shall contain a statement of the arguments for and against the new provisions. The issue will be decided by majority of those voting.

Article XVII: Committees

• Standing Committee Structure
  • Standing committees perform continuing tasks of the Association.
  • Standing committees shall report at least annually to the Board.Standing committees may not be disbanded without a change in the Bylaws unless otherwise provided in the Bylaws.
  • Committee chairpersons and members may be appointed to serve one, two or three year terms and may serve a maximum of six years, unless otherwise provided in the Bylaws.
• Standing Committees
• The Membership Committee reviews and recommends membership criteria and policy.It shall also serve as a review committee for individual membership issues.
• The Program Committee plans and coordinates the annual convention.All appointments to this committee are for one year.
• The Elections Committee shall supervise all elections and certify the outcome of all elections.
• The Education Committee insures that the continuing education needs of the membership are met, a) by interfacing with the Program Committee or with other appropriate committees, b) by interfacing with appropriate continuing education accrediting boards.
• The Communications Committee coordinates all the Association's publications. The committees’ responsibilities include recommending policies for all publications, such as the newsletter, journal, and website, and recommends new publications.The committee is also responsible for public information activity such as promoting applied biofeedback and psychophysiology through the media and the public and advising the Board on public relations.
• The Ethics Committee investigates complaints of unethical conduct of members and recommends revisions of the Association's Code of Ethics to the Board.
• The Nominations Committee’s responsibility is to prepare a list of qualified candidates for the Association's elections.The members of this committee shall be: the Immediate Past-President as Chairman, the current President, the President-Elect and the most recent Past-President of the Association who is eligible to serve.
• Committee on Structure: The committee’s responsibility is to recommend to the Board the annual charge for each standing and ad hoc committee, the chairman and members of each standing and ad hoc committee, and the formation or dissolution of ad hoc committees.The President-Elect serves as Chairman and members are the President, Past-President, and Treasurer of the Association.
• Insurance/Legislative Committee: The Committee’s responsibilities are to monitor all Federal rules, regulations and legislation, which affect Applied Psychophysiology and Biofeedback; to recommend legislation and rules and regulations, which protect the interests of both the public and the biofeedback community; to inform the Board of legislative issues and recommend appropriate action; and to fulfill any duties related to legislation as directed by the Board.In addition, the Committee shall monitor developments in the health insurance industry; advise the Board of issues regarding health insurance as they relate to practice in applied psychophysiology and biofeedback; and promote insurance coverage for applied psychophysiology and biofeedback as directed by the Board.
• Strategic Planning Committee: This Committee shall consider such issues as may affect the future of the Association for Applied Psychophysiology and Biofeedback.The Committee shall develop goals and objectives related to these issues and recommend to the Board strategies for achieving these goals.The committee shall monitor the implementation of its recommendations on an ongoing basis.
• Research/Instrumentation Committee: The Research Committee is responsible for promoting research activities within the Association, act as a resource for researchers and foster and facilitate research support for biofeedback and applied psychophysiology, amd shall also carry out other duties related to research as directed by the Board.The Committee shall also review issues related to instrumentation, reporting their findings to the Board, and carry out other duties related to instrumentation as directed by the Board.
• Ad hoc Committee Structure
• Creation and dissolution of ad hoc committees must be approved by the Board.
• Ad hoc committees perform specific tasks.
• Ad hoc committees shall report on a timely basis to the Board.
• Ad hoc committees shall cease when the report is completed or a period of one year, whichever is sooner.

Article XVIII: Publications

• The Association publishes a Journal and a Newsletter as the official communications to the membership.
• Any notice in the Newsletter shall be considered full notice to all members of the Association for any purpose.

Article XIX: Non-Inurement

No part of any income, revenue or grant of, or to the Association, shall inure to the material or pecuniary benefit of members, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered in furtherance of one or more of its purposes.

Article XX: Dissolution

On dissolution of the Association, any funds remaining shall be distributed to one or more not-for-profit, charitable, educational, scientific or philanthropic organizations to be selected by the Board.

Article XXI: Indemnification

• The liability of a Director of the Association for monetary damages for breach of fiduciary duty as a Director (including each and every such liability to the members of the Association, to the Association, or to any one or more of them) shall be eliminated to the fullest extent permitted by law in each and every case where such liability may be eliminated in any respect.An employee or agent of the Association is entitled to mandatory indemnification and is entitled to apply for court ordered indemnification to the same extent as provided by law for a Director or Officer of the Association.
• The foregoing sentence does not limit the right of the Association to indemnify and advance expenses to an officer, employee or agent of the Association, who is not a Director, to a greater extent than it may indemnify or advance expenses on behalf of a Director.
• Any claims or other disputes arising between or among a member or members, the Association or any of its officers, directors, employees, or agents concerning any act or omission to act on behalf of the Association or otherwise relating to the Association or its affairs shall be resolved within the Association in accordance with its policies and procedures.The resolution within the Association will be the final determination of the dispute.
• If any member fails to abide by such resolution of the dispute within the Association or ground exist that would permit a court to overturn or modify the Association action or grant any other relief or redress subject to the policies and procedures of the Association and Colorado law, the parties shall seek relief or redress only through arbitration in Denver, Colorado.The party commencing such a proceeding shall pay any costs of any court or arbitration proceeding including reasonable attorney’s fees that are expended in the defense of such proceedings where such party does not prevail.

Article XXII: Parliamentary Authority

Roberts Rules of Order shall serve as the Parliamentary reference to govern the proceedings for any or all matters of the Association, or its divisions or sub-groups unless provided otherwise in the Associations documents or the law.

Article XXIII: Operating Procedures

The Board may adopt operating procedures, which may not be in conflict with these Bylaws, to govern its procedures. Such rules may be adopted or repealed by a two-thirds vote of the Board. Proposed operating procedures must be presented in writing to the Board not less than two weeks prior to its meeting.

Article XXIV: Amendments

• The Bylaws of the Association may be amended by a two-thirds vote, of the eligible members voting. Amendments to the Bylaws will be conducted by mail ballot. Ballots are valid if postmarked within thirty days of the date mailed.
• Amendments may be proposed by the Board or by petition signed by ten percent or more of the full members of the Association. Votes postmarked within thirty days of mailing will be counted under the supervision of the Election Committee, at which time the amendment, if passed by two-thirds vote, shall go into effect.