BYLAWS
OF THE
ARTICLE I
NAME,
AFFILIATION, AND
SECTION 1. NAME.
The name of the Association shall be
the New Jersey Association for
Creativity in Counseling, hereinafter referred to as NJACC.
SECTION 2. AFFILIATION.
NJACC is a division of the New Jersey
Counseling Association, hereinafter referred to as NJCA, and a state branch of
the Association of Creativity in Counseling, hereinafter referred to as ACC, which
is a division of the American Counseling Association, hereinafter referred to
as ACA.
SECTION 3.
The mission of NJACC is to:
a) promote
greater awareness, advocacy, and understanding of creativity in counseling
among members of the counseling profession and related helping fields.
b) advance creative, diverse, and
relational approaches to counseling services.
c) identify conditions that
enhance creativity in the work and lives of counselors, clients and
communities, and to use counseling skills, programs, and efforts to preserve,
protect, and promote such creativity.
d) develop, implement, and foster
interest in counseling-related charitable, scientific, and educational programs
designed to further creativity, diversity, and relatedness in the work and
lives of counselors, clients and communities.
e) publish a newsletter and other
scientific, educational, and professional materials with the purpose of raising
the standards of practice for all who use creative, diverse, or relational
approaches in counseling, psychotherapy, and mental health.
ARTICLE II
MEMBERSHIP
SECTION 1. MEMBERSHIP.
a) Membership in NJCA shall be a
condition of membership in NJACC.
b) Members elected to the NJACC
executive board must be also be members of ACC.
c) All NJACC members must agree to abide
by the ACA Code of Ethics and Standards of Practice.
SECTION 2. DUES.
a) Annual NJACC dues for members shall
be established by action of the NJACC Board of Directors, hereinafter referred
to as the Board.
b) The Board may authorize reduced dues
or dues waivers for special categories of members in accordance with policies
and procedures established by the Board.
SECTION 3. SEVERANCE OF MEMBERSHIP.
a) A member may be dropped from
membership for any conduct that tends to injure NJACC or to affect adversely
its reputation, or that is contrary to or destructive of its
mission according to the NJACC Bylaws
and the ACA Code of Ethics and Standards of Practice.
b) A member shall be dropped from
membership for the nonpayment of dues.
ARTICLE
III
MEETINGS
OF THE MEMBERSHIP
NJACC shall hold an annual business
meetings during the NJCA Annual Conference or a suitable alternative location
as needed, with time and place fixed by the Board. The Board shall inform the membership no
less than 30 days prior to the time so fixed. NJACC may hold other meetings at a time
and place fixed by the Board. The
Board shall give reasonable notice to the membership of additional meetings.
ARTICLE IV
BRANCHES
OF THE ASSOCIATION
a) NJACC shall be free to conduct its
affairs at the Branch level but shall be organized or operated in compliance
with the Articles of Incorporation and Bylaws of ACC and any document from ACA
related to the operation of a state Branch.
c) Our purposes as a Branch of ACC shall
be in accordance with those of ACC.
SECTION 3. AUTONOMY OF BRANCHES.
a) A Branch of ACC shall be free to
conduct its affairs at the Branch level but shall do so only in compliance with
the Articles of Incorporation and the Bylaws of ACC.
b) All elected officers of a Branch
shall be members of ACC.
c) NJACC will transmit to the ACC
President the names of its directors and officers promptly following their
election or appointment. ACCNJ shall transmit a written annual report to the
ACC President.
SECTION 4. PROPOSED AMENDMENTS TO BASIC
DOCUMENTS.
Proposed amendments to the Articles of
Incorporation or the Bylaws of NJACC shall be reported in writing to the ACC
President and the NJCA President.
ARTICLE V
BUSINESS
AFFAIRS OF THE ASSOCIATION
SECTION 1. SEVERABLE OR TRANSFERABLE
INTEREST.
No member shall have any severable or
transferable interest in the property of NJACC.
SECTION 2. CONTROL AND MANAGEMENT.
All property of NJACC shall be subject
to the control and management of the Board. Any accumulation or disposal of
real property, except upon dissolution of NJACC, must be approved in advance by
the Board.
SECTION 3. DISPOSAL UPON DISSOLUTION.
On dissolution or final liquidation,
the Board shall, after paying or making provision for the payment of all the
lawful debts and liabilities of NJACC, distribute all the assets of NJACC to
one or more of the following categories of recipients as the Board of NJACC
shall determine:
a) A nonprofit organization or
organizations which may have been created to succeed NJACC, as long as such organization
or each of such organizations shall then qualify as an organization exempt from
federal income taxation under section 501(a) of the Internal Revenue Code as an
organization described in sections 170(c)(2) and 501(c)(3) of such Code; and/or
b) A nonprofit organization or
organizations having similar purposes as NJACC and which may be selected as an
appropriate recipient of such assets, as long as such organization or each of
such organizations shall then qualify as an organization exempt from federal
income taxation under section 501(a) of the Internal Revenue Code as an
organization described in sections 170(c)(2) and 501(c)(3) of such Code.
SECTION 4. APPROPRIATION OF ASSOCIATION
FUNDS.
a) No appropriations of NJACC funds
shall be made except pursuant to the authority of the Board.
b) The Board shall adopt an annual
budget.
SECTION 5. ASSOCIATION YEAR.
The fiscal year and the governance year
of NJACC shall be July 1-June 30.
SECTION 6. REPORTS.
Members of the Board shall be sent
quarterly income and expense reports from the NJACC Treasurer showing the
financial state of NJACC.
SECTION 7. LIMITATIONS ON ACTIVITIES.
NJACC is organized and shall be
operated exclusively for charitable and educational purposes within the meaning
of sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal
Revenue Code. No part of the net earnings of NJACC shall
inure to the benefit of or be
distributable to the members of its Board, officers, members of its committees,
other private individuals, or organizations organized and operated for a profit
(except that NJACC shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes as herein above stated). No substantial part of the
activities of NJACC shall be the carrying on of propaganda or otherwise
attempting to influence legislation, and NJACC shall be empowered to make the
election authorized under section 501(h) of the Internal Revenue Code. NJACC
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. Notwithstanding any other provision
herein, NJACC shall not carry on any activities not permitted by: a) by an
organization exempt from federal income tax under section 501(a) of the
Internal Revenue Code as an organization described in section 501(c)(3) of such
Code; and/or b) an organization, contributions to which are deductible under
sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code.
SECTION 8. INTERNAL REVENUE CODE.
References herein to sections of the
Internal Revenue Code are to provisions of the Internal Revenue Code of 1986,
as amended, as those provisions are now enacted or to corresponding provisions
of any future
ARTICLE VI
OFFICERS
OF THE ASSOCIATION
SECTION 1. OFFICERS AND TERMS OF
OFFICE.
a) The officers of NJACC shall be the
President, the President-Elect, the immediate Past President, the Secretary,
the Treasurer, and three Trustees.
b) All officers of NJACC, except the
Treasurer, shall be elected at large from among the members of NJACC.
c) The President, the President-Elect,
and the immediate Past President shall serve for two year terms, from July 1 to
June 30, or until their successors are elected.
d) The Secretary shall be elected in an
odd-numbered year to serve for a two year term, from July 1 to June 30, or until a successor is elected.
e) The Treasurer shall be appointed by
the Board upon recommendation of the President in an even-numbered year to
serve for a two year term, from July 1 to June 30, or until a successor is appointed.
f) The president shall have the
authority to appoint people to vacant positions with the approval of the board
until the time that new regular elections take place.
SECTION 2. DUTIES OF OFFICERS.
a) The President shall preside at all
meetings of NJACC. The President
shall chair and preside at meetings of the Board. The President shall be an ex officio
member without vote on all committees with the exception of the Nominations for
Awards and Elections Committee. The
President shall serve as
Chairperson of the Conference Committee, and shall perform the duties customary
to that office and such additional duties as directed by the Board.
b) The President-Elect shall perform
the duties of the President in the absence or incapacity of the President as
determined by the Board. The President-Elect shall assume the Presidency of NJACC
upon the death or resignation of the President. The President-Elect, subject to
confirmation by the Board, shall appoint members of committees and the
Treasurer, in accordance with and except as otherwise specified in NJACC
Bylaws, policies and procedures.
The President-Elect shall perform such additional duties as directed by
the Board. If the President-Elect
becomes incapacitated, the term is to be completed by the candidate with the
next highest vote on the same slate of candidates.
c) The immediate Past President shall
serve as Chairperson of the Nominations for Awards and Elections Committee, and
shall perform such additional duties as directed by the Board.
d) The Secretary shall keep record of
the proceedings of the Board. The
Secretary shall perform the duties customary to that office and such additional
duties as directed by the Board.
e) The Treasurer shall represent NJACC
in assuring the receipt and expenditures of funds in accordance with the
directives established by the Board, and shall be under such bond as may be
determined by the Board. The Treasurer shall perform the duties customary to
that office and such additional duties as directed by the Board.
f)
Three additional officers will be known as Trustees, and will perform additional
duties as directed by the Board.
SECTION 3. NOMINATIONS AND ELECTION OF
OFFICERS.
a) The Nominations for Awards and
Elections Committee shall seek and select more than one nominee for each
position to be elected for the next term, and submit a slate of candidates for
approval by the Board at its annual meeting.
b) The NJACC Nominations and Election
Committee shall conduct the election of officers by ballot.
SECTION 4. COMPENSATION AND EXPENSES OF
OFFICERS.
a) None of the elected officers of NJACC
shall receive any compensation for their services as such to NJACC, with the
exception that the Board can approve a budget the reimburses elected officers for
expenses incurred on behalf of the association.
b) The Treasurer may be paid such
compensation from the funds of NJACC as may be fixed from time to time by the
Board.
ARTICLE
VII
BOARD OF
DIRECTORS
SECTION 1. COMPOSITION.
The Board shall be composed as follows:
a) The officers of ACC (the President,
the President-Elect, the immediate Past President, the Secretary, and the
Treasurer).
b) Three trustees, nominated and
elected (in accordance with Article VI, Section 3) at large from among the
members of ACC, for alternating and overlapping three year terms.
c) The NJACC Representative to the NJCA
Executive Board shall be the president or the president’s representative
and shall attend all scheduled meeting of the NJCA executive board.
SECTION 2. POWERS AND FUNCTIONS OF THE
BOARD.
The Board shall:
a) establish policies to govern the
affairs of NJACC.
b) formulate operational policies
appropriate for executive action and direct the execution thereof.
d) act on the reports or concerns from
the membership, Standing Committees,
Special Committees and Task Forces.
e) adopt and amend Articles of Incorporation
and Bylaws.
f) exercise such other powers and
functions as may be necessary or desirable in the best interests of NJACC, not
in conflict with the Bylaws.
g) establish the strategic plan of NJACC.
h) establish broad, long-term
professional directions for NJACC.
SECTION 3. MEETINGS OF THE BOARD.
a) The Board shall meet a minimum of
once per year. A meeting will be held before, during, or after the NJCA Annual
Conference. Expenses incurred in
participation in Board meetings will be paid by NJACC in accordance with NJACC
policies and procedures within the constraints of the available budget.
b) The President of NJACC shall preside
at meetings of the Board and, in the President’s
absence, the President-Elect shall
preside.
c) A majority of the voting members of
the Board shall constitute a quorum.
d) At each annual meeting, and at any
other time when so requested in writing, each officer of NJACC, and each
Standing and Special Committee and Task Force as specified in the Bylaws of NJACC
shall submit a written report to the NJACC President who shall transmit the
report to the Board.
SECTION 4. EXECUTIVE COMMITTEE
a) The Executive Committee shall
consist of the President, President-Elect, immediate Past President, and
Treasurer. The Treasurer shall serve ex officio, without vote.
b) The Executive Committee shall act
for the Board within policies as may be established by the Board. The Executive
Committee shall function primarily to address those issues which are necessary
for the efficient operation of NJACC where the time requirements necessitate
immediate action. All actions and activities of the Executive Committee shall
be communicated to the Board through minutes which are mailed or e-mailed
within ten working days of an Executive Committee conference or meeting. The
actions taken by the Executive Committee must be submitted for ratification by
the Board at the next Board meeting. Any subsequent decision by the Board that
is contrary to an action taken by the Executive Committee shall (to the extent
permitted by law) be given only prospective effect.
c) The Executive Committee shall confer
or meet at least once per year in addition to the Board meetings. Other
conferences or meetings may be called only in an emergency. Emergencies will be determined by the
President or the Board.
ARTICLE
VIII
PUBLICATIONS
SECTION 1. PUBLICATIONS POLICY.
The Board, acting on the
recommendations of the Media Committee shall determine and direct the basic
publications policy and program of NJACC, and shall have the authority to hire,
discharge and fix the compensation of the persons serving as editors of the
publications and other media of NJACC.
SECTION 2. JOURNAL.
The NJACC newsletter shall be published and
available for printing, reading, or both to members of the division.
SECTION 3. COPYRIGHT.
NJACC shall own the copyright for the
original and any renewal term for any writing that is published by NJACC. The author of any such writing shall
have the right to make a non-profit or non-commercial use of the work provided
that there be affixed to each copy the copyright notice used by NJACC when the
writing was first published. The author shall have the right to make or
authorize the profit or commercial use of any such writing only after first
obtaining the written consent of NJACC.
ARTICLE IX
COMMITTEES
SECTION 1. STANDING COMMITTEES.
The Standing Committees of NJACC shall
be:
a) the Bylaws Committee
b) the Conference Committee, including
the following subcommittees:
·
Booth
·
Brunch
·
Program Review
·
Reception
c) the Graduate Student Committee
d) the Media Committee
e) the Membership Committee
f) the Nominations for Awards and
Elections Committee
SECTION 2. REPORTS OF STANDING
COMMITTEES.
Each Standing Committee shall submit an
annual written report to the NJACC President who shall transmit the report to the
Board.
SECTION 3. SPECIAL COMMITTEES.
The President, subject to confirmation
by the Board, may establish a time-limited Special Committee or Task Force for
a specific temporary purpose or assigned task beyond Standing Committees’
scope of responsibilities as indicated in policies adopted by the Board. Any
such Special Committee or Task Force shall be responsible to the Chair of the
Standing Committee with the most closely related scope of responsibility.
SECTION 4. REPORTS OF SPECIAL
COMMITTEES.
Each Special Committee and Task Force
shall complete the specific purpose or the assigned task by a date specified by
the Board and submit a written report to the NJACC President by or before a
date set by the Board. The NJACC President shall transmit the reports to the
Board.
ARTICLE X
INDEMNIFICATION
SECTION 1. PROVISION
NJACC shall indemnify each member of
its Board of Directors, as described in Article VII, and each of its officers,
as described in Article VI, and each member of its committees, as described in
Article IX for the defense of civil or criminal actions or proceedings as
hereinafter provided and, notwithstanding any provision in these Bylaws, in a
manner and to the extent permitted by applicable law.
SECTION 2. IMPLEMENTATION
NJACC shall indemnify each of its Board
members and officers and committee members, as aforesaid, from and against any
and all judgments, fines, amounts paid in settlement, and reasonable expenses,
including attorney’s fees, actually and necessarily incurred or imposed
as a result of such action or proceedings, or any appeal therein, imposed upon
or asserted against him or her by reason of being or having been such a Board
member or officer or committee member and acting within the scope of his or her
official duties, but only when the determination shall have been made
judicially or in the manner hereinafter provided that he or she acted in good
faith or for the purpose which he or she reasonably believed to be in the best
interests of NJACC and, in the case of a criminal action or proceeding, in
addition had no reasonable cause to believe that his or her conduct was
unlawful. This indemnification shall be made only if NJACC shall be advised by
its Board acting (1) by quorum consisting of Board members who are not parties
to such action or proceedings upon a finding that, or (2) if a quorum under (1)
is not obtainable with due diligence, upon the opinion in writing of
independent legal counsel that, the Board member or officer or committee member
has met the foregoing applicable standard of conduct. If the foregoing
determination is to be made by the Board, it may rely, as to all questions of
law, on the advice of independent legal counsel.
SECTION 3. INCLUSION
Every reference herein to a member of
the Board of Directors or officer or committee member of NJACC shall include
every Board member and officer and committee member thereof or former Board
member and officer and committee member thereof.
This indemnification shall apply to all
the judgments, fines, amounts in settlement, and reasonable expenses described
above whenever arising allowable as above-stated. The right of indemnification
herein provided shall be in addition to any and all rights to which any Board
member or officer or committee member of NJACC might otherwise be entitled and
the provisions hereby shall neither impair nor adversely affect such rights.
.
ARTICLE XI
NONDISCRIMINATION
There shall be no discrimination
against any individual on the basis of ethnic group, race, religion, gender,
sexual orientation, age, record of public offense, and/or disability.
ARTICLE
XII
BYLAWS
SECTION 1. AMENDMENT AND REVISION.
These Bylaws may be amended, revised,
or both by a two-thirds majority of the Board members voting.
a) Proposed amendments and revisions
may be originated by the Board or presented to the Board by an NJACC Standing
Committee (provided that the submitting entity is in compliance), or by an
individual member.
b) All such proposed amendments and
revisions must be submitted in writing to the Bylaws Committee who will inform
the membership at least 30 days prior to the Board meeting at which the
change may be considered.
ARTICLE
XIII
RULES OF
ORDER
The current edition of Robert’s
Rules of Order, Newly Revised, (edited by Henry M. Robert III and William J.
Evans, and published by Perseus-HarperCollins) shall govern the proceedings of
all bodies of NJACC except where otherwise specified in these Bylaws.