ARTICLE I.  MISSION, GOVERNING BODY AND DIVERSITY STATEMENT 

Section I.1:  Name and Mission.  This organization shall be known as the “Santa Barbara County Psychological  Association,”  and  shall  be  referred  to  hereafter  in  these  bylaws  as  “SBCPA”.  The  mission  of  SBCPA is  to  proactively represent, strengthen, and promote the discipline and practice of psychology within Santa Barbara  County. 

I.1.a: Purposes. The specific purposes for which the SBCPA is organized are to: a). maintain high standards  of ethical practice in the science and profession of psychology; b). provide instruction and dissemination  of material in the public interest including, but not limited to, information relating to the field of psychology  through  publications, lectures  or  otherwise;  c).  facilitate  the exchange  of ideas and information among  members  of  the  profession;  d).  represent  the  science  and  profession  of  psychology  to  the  public,  governments, and information media throughout the County of Santa Barbara; e). offer collegial support to  members. 

Section I.2:  Governing Body.  The Board of Directors shall be the governing body of SBCPA and shall be referred  to in these Bylaws as the “Board.” Individual members of the Board shall be referred to as “Directors.” 

Section I.3:  Diversity, Equity and Inclusion Commitment. In principle and in practice, SBCPA values and seeks a diverse membership.  SBCPA treats all people with respect and without discrimination and promotes full participation irrespective  of gender, gender identity, race, religion, ethnicity, culture, national origin, age, sexual orientation, disability,  language, or socioeconomic status. SBCPA implements and adheres to policies and procedures that discourage  harassment and other behaviors that infringe upon the freedom and respect that every individual deserves. Recognizing the various challenges inherent in this aspiration, we are committed to actively pursue members and leaders of diverse backgrounds in populations that are under-represented in our current membership and board.

Section I.4:  Number of Directors. The number of the directors of the corporation is not less than three (3) nor  more than twelve (12), with the exact number of Directors to be fixed, within the limit specified, by the Board  of Directors. 

Section I.5: Lawfulness.  The SBCPA shall not engage in any activity that will bring it into conflict with applicable  laws governing nonprofit membership organizations in the State of California. 

Section I.6: Relationship with California Psychological Association.  The SBCPA is affiliated as a Chapter of the  California Psychological Association (CPA).  The code of ethics, constitution/articles of incorporation, bylaws,  ongoing policies, activities, and budgets of SBCPA shall contain no articles or provisions that are in substantive  conflict with those of CPA. 

ARTICLE II. MEMBERSHIP 

Section II.1. Classes of Membership. 

II.1.a. Full Members shall hold a doctorate in psychology or an equivalent degree (e.g., licensed educational  psychologist), or be licensed as a psychologist in California or have a Diploma from the American Board  of  Professional  Psychology.  Full  Members  shall  have  all  of  the  rights  and  privileges  of  SBCPA  membership including the right to vote and hold office. 

II.1.b. Associate Members shall hold a master’s degree in psychology or an equivalent degree. Associate  Members shall have all of the rights and privileges of SBCPA membership except the right to vote, hold  office, serve on a SBCPA Standing Committee, or serve on the Board.

II.1.c. Affiliate Members shall consist of individuals, groups, or organizations with an interest in psychology  who do not meet the criteria for any other membership category. Affiliate Members shall have all of  the rights and privileges of SBCPA membership except the right to vote, hold office, serve on a SBCPA  Standing Committee, or serve on the Board. 

II.1.d. Honorary Members are  those who have been designated by  the Board based on contributions  to  psychology. Honorary Members shall have all of the rights and privileges of SBCPA membership except  the right to vote, hold office, serve on a SBCPA Standing Committee, or serve on the Board of Directors. 

II.1.e. Graduate Student Members shall be enrolled in a graduate psychology program or engaged in a post doctoral  psychology  training  program.  Graduate  Student Members  shall  have  all  of  the  rights  and  privileges of SBCPA membership except the right to vote or hold office. However, the Graduate Student Members shall  vote  to  elect  a  Graduate  Student Representative  to  serve  on  the  SBCPA  Board  as  a  Director, and thus the Graduate Student Representative shall be a fully voting member of the Board.  Furthermore, any Graduate Student Member who serves on an SBCPA committee or task force shall  have the right to vote when serving in that capacity. 

II.1.f. Out-of-County Members shall include all members who live out of county and wish to participate in  SBCPA. Out-of-County Members shall have all the rights and privileges of SBCPA Membership except  the right to vote, hold office, or serve on the Board of Directors. 

II.1.g. A Life Member is an individual who (1) is age 65 or older and has been a member of SBCPA for ten  (10) years, or (2) a SBCPA member who, regardless of age or length of membership, is unable to work  due to a permanent disability. Life Members may begin a 20% annual reduction of the dues they are  paying at the time they are awarded Life Member status, and the annual reduction of dues will continue  until age 70. Should an individual attain 20 years of membership between the ages of 66 and 70, the  reduction of dues will be adjusted accordingly (e.g. attaining 20 years of membership at age 66 results  in a 40% dues discount that year). Life Members shall retain the rights and privileges of the SBCPA  membership class they held prior to becoming Life Members. 

Section II.2.  Applications for Membership.  All applicants must submit the current application forms and any  other required documentation to the Chair of the Membership Committee. 

Section II.3.  Ethical Standards.  Members of this Association pledge to abide by the American Psychological  Association (‘APA’) Ethical Principles of Psychologists and Code of Conduct, applicable regulations of the Board  of Psychology, Medical Board of California and the Board of Behavioral Science Examiners of the Department  of Consumer Affairs of the State of California, and such additional rules as the Board may have or adopt as part  of its Bylaws or policies as appropriate to their degree, license and class of membership. 

Section II.4: Expulsion and Suspension of Members. 

II.4.a. Members may be expelled or suspended from SBCPA membership for nonpayment of fees, periodic  dues, or assessments or for conduct that the Board deems inimical to the best interests of SBCPA. This  behavior shall include but not be limited to unethical or unprofessional conduct and flagrant violation  of any provision of these Bylaws or failure to satisfy membership qualifications. A suspended member  shall not be entitled to vote. 

II.4.b. Any psychologist who is a member of SBCPA and whose license is revoked without a stay by  the  Board  of  Psychology,  or  who  surrenders  the  psychology  license  during  a  California  Medical  Board  investigation,  shall  be  automatically  proposed  for  expulsion  by  the  Board  in  accordance  with  the  procedure set forth in the policies and procedures of SBCPA. 

II.4.c. Any expulsion, suspension or termination shall be done in good  faith and in a  fair and reasonable  manner in accordance with  the  following: no expulsion, suspension or  termination shall  take place  unless  the  affected  member  shall  have  been  given  at  least  15  days  prior  notice  of  the  expulsion,  suspension  or  termination  and  the  reasons  therefore  and,  the  notice  to  the  member  provides  an  opportunity for the member to be heard, orally or in writing, not less than five days before the effective  date  of  the  expulsion,  suspension  or  termination  by  the  SBCPA  Board  of  Directors,  and  all  notices  pursuant to this section may be given by any method reasonably calculated to provide actual notice.  Any notice given by mail must be given by first class or registered mail sent to the last address of the  member shown on the association’s records.

II.4.d. Any action challenging an expulsion, suspension or termination of membership including any claim  alleging  defective  notice,  must  be  commenced  within  one  year  after  the  date  of  the  expulsion,  suspension, or termination. 

Section II.5: Inspection of Association Records. Members have the right to review records and to receive annual  financial reports in accordance with the California Corporations Code, Section 8310.  

Section II.6: Resignation.  A member may resign from membership at any time. 

ARTICLE III.  BOARD OF DIRECTORS 

Section III.1: Powers and Responsibilities. The Board shall have the authority to adopt policies that are  consistent with these Bylaws and that shall be binding and enforceable to members. The Board shall have the  authority to create committees. The Board shall ensure the development, implementation and monitoring of  the Governance Policy Manual. In addition, the Board is responsible for actively overseeing the activities of  the Association to ensure that the Association is adhering to state and federal laws relative to non-profit  corporations, corporate ethics, and antitrust issues. The Board will have the primary responsibility for  creating policy and for determining and overseeing the legislative and advocacy activities for the Association.  The Board will be accountable to and will communicate regularly with the general membership. Membership  in SBCPA is required in order to be a voting member of the SBCPA Board of Directors. A voting member of the  SBCPA Board of Directors shall have been elected by a vote of the members. 

Section III.2: Composition of the Board. The Board of Directors shall consist of the President; the President Elect; the Immediate Past-President; the Secretary; the Treasurer; the Local Advocacy Network (LAN) liaison; the Diversity, Inclusion and Social Justice Committee Chair,  and a Student Representative; all are to be elected to the Board in annual elections in accordance with the  respective limits of their terms. A voting member of the SBCPA Board of Directors shall have been elected by a vote of the members with the exception of the Diversity, Inclusion and Social Justice Committee chair, which is an appointed Committee Chair position. Directors shall be elected in the manner and for terms as set forth below in  Article VI.  

Section III.3: Regular Meetings. Regular meetings of the Board of Directors shall be held at least eight (8)  times each year. Such meetings shall be open to the membership. The place and date for each meeting shall be  noticed no later than one (1) month prior to the date set for the meeting. 

Section III.4: Special Meetings. The Board President or thirty (30) percent of the voting Board may call special  meetings. Notice of special meetings shall be given by mail or electronic mail to the regular mailing or email  address of each Director not less than thirty (30) days nor more than ninety (90) days prior to the meeting. 

Section III.5: Quorum and Voting. A quorum is established when sixty (60) percent of the voting members of  the Board are present. Once a quorum is established, it is maintained unless the number of voting Directors  present falls below one-half of the number of Directors authorized. Each voting Director is entitled to no more  than one vote. Proxy voting is not permitted. 

Section III.6: Meeting by Conference Call or Other Electronic Means. The Board may hold meetings and  conduct official business by conference call or other electronic means so long as a quorum is present, all  participants can communicate with all the other members concurrently, and there are stated instructions for  determining a quorum and recognizing speakers. All votes must be taken by roll call, and agendas must be  available to all participants, in accordance with California Corporations Laws. 

Definitions: 

Teleconference: A teleconference is a meeting of the Board in which Board members are in different  locations but are connected by electronic means, through audio, video or both. 

Quorum: During the teleconference, at least a quorum of the members of the Board shall participate  from remote locations. 

Recognition, Speaking Order, Obtaining Floor: Instructions are to be provided on how to gain  recognition to speak, the use of a speaking order and how to obtain the floor.

Roll Call Voting: The Board may use teleconferences for all purposes in connection with any meeting  within the Board’s subject matter jurisdiction. All votes taken during a teleconference meeting  shall be by roll call. 

Agendas: Agendas must be available at all remote locations. Agendas shall be posted at all  teleconference locations and shall list all teleconference locations whenever they are posted  elsewhere. 

Policies and Procedures, Regulations: All Board policies, administrative regulations, and Bylaws shall  apply equally to meetings that are teleconferenced. 

Section III.7: Election of Directors. Board Directors shall be elected by a vote of the members of SBCPA in an  election to be held in the Fall of each year. Any full member of SBCPA will be eligible to seek election as a  Director. Directors shall be elected for a one (1) year term. All elected Board members begin their service on  January 1st of the year following the election. 

Section III.8: Duties of Directors. Directors shall have the following duties: 

III.8.a. To endeavor to fulfill SBCPA’s mission and comply with the policies and procedures. III.8.b. To assume the primary responsibility for creating policies and procedures for the Association. III.8.c. To assume the primary responsibility for the legislative and advocacy activities of the association. III.8.d. To apply their knowledge and competencies to the effective governance of SBCPA and to be  accountable to the general membership. 

III.8.e. To attend meetings, to chair committees or task forces as assigned, to be responsive to  communication from members or other Directors between meetings, and to assume, as assigned,  active liaison work with CPA and other CPA Chapters. 

III.8.f. Subject to these by-laws, Directors are charged with the overall responsibility for controlling and  managing the affairs, fiscal management, and business of the Association in accordance with the laws  governing mutual benefit corporations in California. 

Section III.9: Resignation of Directors. Any Director may resign by giving written notice to the President or to  the Secretary or the Board. 

III.9.a. Upon the resignation of a Director the Board shall elect a replacement for the unexpired term. III.9.b. In the case that a Director is unable to fulfill the duties of the position either due to incapacitation  or death, the Board shall elect a replacement. 

Section III.10: Removal of Directors. The Board may declare a Director’s seat to be vacant if the Director is  unable to fulfill the duties of the position, is convicted of a felony, violates the duties specified in the California  Non-Profit Corporate Code, or if the Board determines that the Board member is failing to fulfill his/her  duties. 

Section III.11: Limits of Consecutive Terms. Directors shall serve for no more than two (2) consecutive terms  in the same position. For purposes of this section, completion of more than fifty percent (50%) of a term shall be considered a full term of service. After serving the maximum allowable number of terms, a member will be  eligible to serve again after an absence of one (1) year. 

ARTICLE IV. OFFICERS 

Section IV.1:  Officers of SBCPA. Officers of the Association shall be voting members of SBCPA and will include  the President, Immediate Past President, President-Elect, Secretary, and Treasurer. The officers shall have  such authority and responsibility customary for their office and in accordance with the law, bylaws, and  Governance Policy Manual of SBCPA.

IV. 2: ELECTION OF OFFICERS 

Members who are eligible to vote in elections shall elect each officer by mail or electronic ballot. The terms of  office shall be as follows:  

IV.2.a. The President-Elect shall be elected  for a  one  (1)  year  term and shall automatically succeed  to  the  position  of  President  upon  the  expiration  of  the  term.  Upon  the  expiration  of  the  term  as  President,  the  President shall automatically succeed to the position of Past-President for a one (1) year term.  

IV.2.b. The Treasurer and Secretary shall be elected for a one (1) year term 

Section IV.3: Duties of Officers.   

IV.3.a. The President shall ensure the integrity of the Board’s processes and exercise general supervision  over the affairs of the corporation as the Association spokesperson. The President shall serve ex officio  on all governing bodies and committees of SBCPA. The President shall preside at all meetings of the  Board. 

IV.3.b. The President-Elect shall assume the duties of the President in the absence of the latter. IV.3.c.  The  immediate  Past-President  shall  serve  as  Chair  of  the  Nominations,  Elections,  and  Awards  Committee. The immediate Past-President shall assume the duties of the President in the absence of  the President and President-Elect. 

IV.3.d.  The  Treasurer  shall  be  the  custodian  of  all  corporate  funds  and  serve  as  Chair  of  the  Finance  Committee.  After  audit  or  financial  review  and  approval  by  the  SBCPA  Board,  the  Treasurer  shall  present to the members annually a summary statement of the financial standing of the corporation. 

IV.3.e. The Secretary shall be responsible for documenting the official actions of the Board and facilitating  effective  communications  with  the  members.  The  duties  of  the  Secretary  will  include  maintaining  accurate minutes of Board meetings and providing copies of the minutes to the Board. 

IV.4:  Resignations 

Any Officer may resign by giving written notice to the SBCPA Board of Directors. Any such resignation shall  take effect at the date of the receipt of such notice unless otherwise specified therein, and the acceptance of  such resignation shall not be necessary to make it effective. 

IV.5:  Vacancies  

If the office of President becomes vacant, the President-Elect shall succeed to the higher office. If the office of  President-Elect,  Treasurer or  Secretary becomes  vacant  or  is  vacated,  the  position(s)  shall  be  filled  by  a  membership  election  held  within  ninety  (90)  days  of  the  office  being  vacated.  Nominees  for  the  vacated  .position(s) shall be submitted by the Nominations and Elections Committee to the Board for approval prior to  preparation of the ballot. 

ARTICLE V: COMMITTEES 

Section V.1: Authority to Create Committees. The Board may create and appoint such committees, task forces  or work groups it deems necessary to conduct business. The Board shall provide an appropriate statement of  the mission and shall specify the reporting requirements. Except for standing committees, a sunset date shall  be specified. The Board shall also specify the precise limitations of the authority to act on behalf of SBCPA. No  committee, task force, or work group created by the Board will have the authority to direct, oversee or  

supervise staff work activities. 

Section V.2: Standing Committees. Standing Committee Chairs shall be appointed by the President-Elect at the  end of the calendar year to serve during the following year for one (1) year terms with the approval of the  Board except for those committees whose Chairs are designated by the bylaws. The Committee Chairs shall  appoint the other members of the committees. All Standing Committees shall report to the Board on a  schedule to be determined annually by the Board. All Standing Committees shall have a prepared agenda and  keep minutes. The Standing Committees of the Board and their duties shall be as follows:

V.2.a. The Executive Committee 

An Executive Committee (EC) of the Board shall consist of the President, President Elect, and Past President. This body shall be responsible for ensuring continuity of leadership and management  decision-making in the interim between full board meetings and an acceptable degree of joint  consultation in response to emergent matters. The committee cannot usurp the authority of the  Board. The EC may propose action items for board consent during full board meetings and in the  interim between full board meetings for later deliberation and disposition at the next full board  meeting. 

V.2.b. The Nominations, Elections, and Awards Committee shall seek at least five (5) members and  shall  include both the President-Elect and Past President. The Past-President shall serve as Chair. The  President-Elect shall serve as Vice-Chair and shall fulfill the duties of Chair if the latter is unable to  execute the functions for any reason. The Committee shall be responsible for obtaining nominations  and for selecting a slate of candidates for SBCPA Officers and Directors. The Committee also shall  recommend recipients for SBCPA awards. The committee shall confirm the integrity of all SBCPA  nominations, elections, and awards. 

V.2.c. The Ethics Committee shall seek at least three (3) members who shall be confirmed by the Board.  The committee shall: (1) Serve as an educational resource for the membership and the Board; (2)  Refer individuals with a complaint against a member or members to the APA ethics committee or the  appropriate regulatory agency; (3) Make recommendations to the Board regarding professional and  ethical issues of general relevance to SBCPA’s members. 

V.2.d. The Finance Committee shall seek at least three (3) members that shall include the Treasurer  serving as Chair, the President-Elect, and one (1) additional member appointed by the Treasurer. The  Committee shall be responsible for overseeing the financial operations and the budget of SBCPA. The  committee will set rules and processes for complaints concerning accounting and internal control  procedures. 

V.2.e. The Local Advocacy Network (LAN) Committee shall be chaired by the LAN liaison to CPA, and  additionally consists of the Immediate Past-President, and up to three (3) additional members  appointed by the LAN liaison to CPA. 

V.2.f. The Membership Committee shall seek at least three (3) members. The Committee shall be  responsible for monitoring recruitment and retention of members, reviewing applications for  membership that need special consideration, and for making recommendations to the Board  regarding member benefits. The Membership Chair will host an annual meeting for all members,  which may be held by teleconference. 

V.2.g. The Diversity, Inclusion and Social Justice Committee shall seek at least (3) members. The Committee shall develop annual goals and objectives for recommendation to the Board, for SBCPA’s integration of diversity, equity and inclusion and social justice activities into the organization; identify obstacles or barriers to achieving these goals; and describe what has been, or could be done, to overcome barriers or obstacles. The Committee Chair shall lead committee meetings, quarterly. The mission statement of the Diversity, Inclusion and Social Justice Committee is as follows: The Committee is committed to enhancing SBCPA’s contributions to diversity, equity and inclusion (DEI) in the Santa Barbara community through active collaboration and change. The Committee intends for SBCPA to become more strongly connected to the diversity that is inherent in our community, to amplify marginalized voices, and to increase our allyship through our privileged roles as psychologists. The committee plans to implement this mission by enacting structural and organization changes in the areas of membership, subcommittees, training, community engagement/outreach, mentoring, supervision, resources, advocacy, and action.

ARTICLE VI.  DUES 

Section VI.1. Dues, Assessments and Terms of Payment. The Board shall set dues and fees, and set the terms of  payment. Dues shall be payable on or before a specified date of each year and shall cover a twelve (12) month  period for each membership class. 

Section VI.2: Resignation and Reinstatement. Members in any class who have not paid their dues and/or late  payment  fee within sixty (60) days of the due date will be considered as having resigned  from membership  subject to the provisions in Article II, Section 4, and Section 5. Members in any class who resign from SBCPA at  a time when they are in good standing may be reinstated upon payment of the current year’s dues. 

ARTICLE VII.  INDEMNIFICATION AND INSURANCE 

Section VII.1: Indemnification.  To the fullest extent permitted by law, SBCPA shall defend, indemnify, and hold  harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance  of duties performed in good  faith on SBCPA's behalf. "Agent"  for  this purpose shall include representatives,  directors, officers, and employees. 

Section VII.2: Insurance.  SBCPA shall purchase and maintain adequate insurance on behalf of its agents against  any liability asserted against or incurred while acting as an agent for SBCPA.

ARTICLE VIII.  AMENDMENT OF BYLAWS 

Section VIII.1: Amendment Process.   

VIII.1.a. These bylaws can be amended or repealed by a two-thirds vote of the Board, with notice, or by a  vote  of  the  members,  provided  that certain  amendments  to  the  bylaws  specified  in  the  California  Nonprofit Corporation Law, including those that materially and adversely affect the rights of members  or change the authorized number of directors, be approved by two-thirds of the votes cast by voting  members of SBCPA. 

VIII.1.b. Proposed amendments shall be presented to the voting members of SBCPA by a two-thirds vote of  the Board or upon receiving a petition signed by not less than five percent (5%) of the voting members  of SBCPA. 

Section VIII.2: Ballot.  All amendments to the Bylaws requiring approval of the members shall conform to the  mail and electronic balloting procedures specified in the California Nonprofit Corporations Law. 

ARTICLE IX.  PARLIAMENTARY PRACTICE 

Section IX.1.  Robert’s Rules of Order, revised, shall be the parliamentary authority for this Association. 

Section IX.2.  The Past-President shall  function as Parliamentarian, unless another is selected by agreement  between President and Past-President.