Northern California Neuropsychology Forum
Name, Principal Office, Purpose and Restriction
The name of the corporation is Northern California Neuropsychology Forum, a California nonprofit public benefit corporation (“NCNF”).
1.2 Principal Office. The Board of Directors (“Board”) shall determine the location of the principal office of the Corporation.
1.3 Purpose. The principal purpose of the Corporation is to teach and to disseminate educational materials to the neuropsychological practice and research communities, and to the general public and to promote research in the field of neuropsychology.
All policies and activities of the Corporation shall be consistent with applicable federal, state and local antitrust, trade regulation laws and other legal requirements, including the California Nonprofit Corporation Law under which the Corporation is organized and operated, and applicable tax-exemption requirements.
2.1 Membership Qualifications.
Membership shall consist of licensed psychologists or individuals with a doctoral degree in psychology with a specialization or documentable interest in the field of neuropsychology. Membership shall also be available to certain students with an interest in neuropsychology.
2.2 Categories of Membership. Membership shall consist of the following classifications:
2.2.1 Professional Members. A licensed psychologist or an individual with a doctoral degree in psychology with at least one year of specialized training in neuropsychology or rehabilitation. The individual may not have yet completed licensing but can provide in their membership application the endorsement of one or more licensed psychologists who have supervised or trained the applicant for the equivalent of one year of specialized training in neuropsychology or rehabilitation.
2.2.2 Associate Members. A licensed psychologist without the minimum one-year specialized training in neuropsychology or rehabilitation or a certified professional in a discipline other than psychology who is interested in the field of neuropsychology and/or rehabilitation.
The privileges of associate membership include: receipt of meeting notices and minutes; attendance at monthly meetings; reduced fees for continuing education credits offered at regular NCNF meeting speaker presentations; reduced fee for NCNF sponsored workshops and conferences.
2.2.3 Student Members. Matriculated students in a doctoral psychology program who are interested in neuropsychology, rehabilitation, or special topics related to neuropsychology and neuroscience. Potential student members must submit documentation from their educational institute confirming their status as matriculated students. Student members do not hold the privileges of the other classes of membership.
2.3 Member in Good Standing. A member in good standing is one who has paid current dues and assessments.
2.4 Member Obligation to Follow Corporation Rules. Each member of this Corporation agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or voting members of the Corporation.
2.5 Termination. A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of member, on reasonable notice to the Corporation; (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and (d) occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.
2.6 Discipline. A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to observe the Corporation’s rules of conduct as prescribed by the Board in these Bylaws or otherwise. The disciple shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefore. The notice shall also advise the member of the member’s opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.
The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.
2.7 Member Liability. No member of the Corporation shall be personally or otherwise liable for any of the debts or obligations of the Corporation.
The Board shall set dues and fees, make assessments and set the terms of payment.
3.2 Delinquency. Any member of the Corporation who is delinquent in dues, fees or assessments may have their membership suspended or terminated as provided above.
No dues will be refunded.
4.1 Annual Membership Meetings.
may hold an annual meeting of the membership at the place and on the date that the Board determines. At the annual meeting, Directors shall be elected and other business shall be transacted as may be properly brought before the meeting. If an annual meeting is not held, elections shall be held by mailed ballot.
4.2 Special Meetings. The Board, the President or five percent of more of the voting members may call a special meeting.
4.3 Notice. The Board must give Corporation members reasonable notice of all annual and special meetings and may be given electronically in accordance with the prevailing law. The notice shall include a description of the business to be discussed and shall be given at least 10 days (but not more than 90 days) before the meeting. No business, other than the stated business, the general nature of which is set forth in the notice of the meeting, may be transacted at a special meeting.
4.4 Quorum, Voting. The quorum shall be equal to the number of professional members present in person at a meeting. Whenever a quorum is present, an act or decision made by a majority of the members is a valid act or decision except in the case of the election of Directors where a plurality will suffice. Proxy voting is permitted pursuant to the Policies & Procedures adopted by the Board.
4.5 Action Without a Meeting: Written Ballot.
Any action which may be taken at a meeting of the members may be taken by conforming to the mail balloting procedure specified in the California Nonprofit Corporation Law.
Board of Directors
5.1 Board of Directors.
The Board is the governing body of the Corporation and has authority and is responsible for the supervision, control, and direction of the Corporation and as such shall identify and address strategic issues, set policy and provide fiscal oversight.
5.2 Eligibility and Number of Directors. The Board shall consist of seven professional members.
5.3 Election. At each annual meeting of the Corporation an election is held to choose the new members of the Board of Directors to replace those whose terms are expiring. A slate of candidates for Board membership shall be submitted to the members by the nominating committee. In the event that the number of vacancies on the Board is equal to or greater than the number of members running for election to the Board it shall not be necessary to produce a ballot for that election.
5.4 Term of Office. All Directors, with the exception of the President, shall serve two-year terms; with half the Board rotating off each year. The President shall serve a one-year term but remain on the Board for a total of three years, serving as President-Elect and Immediate Past President on either side of the Presidential term. A Director who has served two consecutive full two-year terms shall not be eligible for re-election until three years have intervened between the end of that term and the beginning of the new term. Each Director shall hold office until expiration of the term for which elected or until a successor has been elected and qualified.
5.5 Vacancies. If a vacancy occurs on the Board for any reason, the Board may fill the unexpired portion of the term until the annual meeting.
5.6 Individual Directors. As individuals, Directors shall have only that authority provided by Board action in the form of position descriptions for those Directors.
Any member of the Board who is unable to attend a meeting shall notify the President of his or her reasons for absence. If a Director is absent from two consecutive Board meetings in any one fiscal year, for reasons which the remaining Board shall determine to be insufficient, his or her resignation shall be deemed to be rendered and accepted, and he or she shall be so notified.
The President or any two Directors may call meetings of the Board. The Board shall hold its annual meeting at the time and place it selects and shall hold other meetings at the time and place is selects.
6.2 Notice. The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board. The Board may hold special meetings upon four days’ notice by first class mail or 48 hours notice delivered personally or by telephone, telegraph, facsimile, electronic mail or other electronic means in accordance with the applicable law.
6.3 Quorum. A majority of the Directors constitute a quorum of the Board.
6.4 Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board.
6.5 Parliamentary Authority. The parliamentary authority of the Corporation shall be the current edition of Roberts Rules of Order.
6.6 Meeting by Conference or Other Electronic Means. Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply: (1) each member can communicate with all of the other members concurrently; (2) each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken; (3) a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.
6.7 Action by Unanimous Written Consent Without a Meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.
6.8 Policies and Procedures
The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable as to members.
The Officers shall be President, President-elect, Immediate Past-President, Secretary, and Treasurer; each Officer shall also serve as a member of the Board. No person may hold more than one office.
7.2 Selection and Term of Office. The Officers shall be selected by the Board. Officers shall serve a one-year term or until their successor has been installed.
7.3 Duties. The Officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position descriptions for each Officer as adopted by the Board from time to time. In addition, each Officer shall perform the following duties:
7.3.1 President. The President shall, subject to the control of the Board, supervise and direct the business of the Corporation. The President shall preside at all meetings of the members, Board and the Executive Committee. With the approval of the Board, the President shall appoint and be an ex-officio member of all committees except the Nominating Committee. The President shall have such other powers of duties as may be prescribed by the Board or the Bylaws.
If a vacancy occurs among the Officers, other than the President, for any reason, the position is filled for the unexpired term by the Board.
The Board may form committees, as it deems necessary. The Board shall provide an appropriate statement of the mission of the committee with specific reporting requirements. The Board shall also communicate to the committee and its members the precise limitations of their authority to act on behalf of the Corporation.
8.2 Executive Committee. The Board may establish an Executive Committee at any time it chooses. The Executive Committee shall act in place of and with the authority of the Board between Board meetings on all matters except those specifically reserved by the Board, by these Bylaws or by the California Nonprofit Corporation Law. The Executive Committee shall promptly report its actions to the Board. The Executive Committee shall be responsible to the Board. The Committee shall consist of the Officers who shall be deemed to have been appointed by the Board and subject to its authority.
8.3 Nominating Committee.
8.3.1 Authority. The Nominating Committee shall establish procedures to permit it to identify and nominate viable candidates for Board membership in an appropriate and timely manner.
8.3.2 Compositions. The Committee shall be composed of members of the Executive Committee who shall be deemed to have been appointed by the Board and subject to it authority.
All committee meetings shall conform to the requirements of these Bylaws respecting meetings of the Board with necessary changes in details.
The Board may retain staff, assigning such titles as the Board determines to be appropriate, and specifying the terms and conditions under which they shall function.
9.2 Executive Director.
The Board of Directors may retain an Executive Director, and specify the terms and conditions of employment. The Board may approve a staff budget for the Executive Director if additional staff is needed. In the event that an Executive Director is hired, that person shall have the authority to employ and supervise additional staff. In such as case the staff shall report directly to the Executive Director who shall report directly to the Board of Directors.
Each Member shall be responsible for preserving the confidentiality of his/her own proprietary information and shall, to the extent reasonably possible, refrain from exchanging confidential information and trade secrets while participating in meetings and activities. Each member shall observe the confidentiality of other members.
Indemnification and Insurance
To the fullest extent permitted by the law, the Corporation 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 the Corporation’s behalf. “Agent” for this purpose shall include representatives, Directors, Officers, and employees.
The Corporation shall purchase and maintain adequate insurance on behalf of its agents against any liability asserted against or incurred by one while acting as agent for the Corporation.
Amendment of Bylaws
12.1 Amendment of Bylaws.
These Bylaws may be amended by the Board or by 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, must be approved by a majority of the members.
These Bylaws constitute a written agreement between the Corporation and its members. The Bylaws should be interpreted in connection with the California Nonprofit Corporation Law which supplements and controls these Bylaws.