BYLAWS OF PHILADELPHIA BEHAVIOR THERAPY ASSOCIATION, INC.

Adopted July 18, 2023

ARTICLE 1 – PURPOSES

1.1.         Purposes. The purposes of the Corporation are as set forth in its Articles of Incorporation pursuant to the Pennsylvania Nonprofit Law of 1988 (the “Act”) and is organized exclusively for the purposes set forth in the Corporation’s Articles of Incorporation. In pursuing such purposes, the Corporation shall not act so as to impair its eligibility for exemption under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

ARTICLE 2 – OFFICES

2.1.         Registered Office. The location of the registered office of this Corporation is stated in the Articles of Incorporation. This office will be continuously maintained in the Commonwealth of Pennsylvania for the duration of this Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and amend its Articles or file the appropriate statement with the Department of State.

2.2.         Other Offices. The Corporation may also have offices at such other places, within or outside of the Commonwealth of Pennsylvania, as the Board may select and the business of the Corporation may require.

ARTICLE 3 – MEMBERS

3.1.         Membership. The Corporation shall have members that are dues-paying members.
The Board of Directors may, from time to time, designate classes of membership or eliminate classes of membership in its sole discretion. The rights and obligations of each class (including the obligation to pay dues) may vary as determined by the Board of Directors.

3.2.         Qualification of Members. Membership in the Corporation is open to those individuals with an interest in cognitive and behavior therapy in disciplines such as psychology, psychiatry, behavior analysis, social work, counseling, marriage and family therapy, medicine, nursing, dentistry, rehabilitation, education, and law.

3.3.         Dues. Memberships will be subject to assessment of dues on an annual basis, payable as of February 1 of each year, in an amount determined by the Board of Directors in its sole discretion.

3.4.         Suspension and Expulsion. Any member may be suspended for a period or expelled from the organization for cause including but not limited to suspension or expulsion from a professional association, suspension of a professional license, or conviction of a felony. A member may also be suspended for nonpayment of dues for a period of one year.

3.5.         Annual Members’ Meetings. The annual meeting of the members will be held on the third Friday of May of each year. The purpose of the annual meeting is the election of Directors.

3.6.         Special Members’ Meetings. Special meetings of the members may be called by the Board of Directors or the President.

3.7.         Notice of Special Members’ Meetings. Notice in record , stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than 20 or more than 40 days before the date of the members’ meeting by sending a copy of the notice (a) by first class mail or express mail, postage prepaid, or courier service, charges prepaid, to the postal address of the member appearing on the books of the Corporation or (b) to the last email address of the member appearing on the books of the Corporation. Notice given by mail in this manner will be deemed to have been given when deposited in the United States mail or with a courier service for delivery to that person. Notice given by email will be deemed to have been given when sent.

3.8.         Quorum of Members. The number of voting Members that constitutes a quorum at a meeting of Members will be Members holding one-tenth of the votes entitled to be cast on a given matter. The vote of a majority of the votes entitled to be cast by the Members present or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by the Nonprofit Corporation Law of 1988, the Articles of Incorporation of this Corporation, or any provision of these Bylaws.

3.9.         Transferability of Membership. Membership in this Corporation is nontransferable and non-assignable.

3.10.      Proxies. Every member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such member by proxy. The presence of, or vote or other action at a meeting of members, or the expression of consent or dissent to corporate action in writing, by a proxy of a member shall constitute the presence of, or vote or action by, or written consent or dissent of the member. Every proxy shall be executed in writing or authenticated by the member or by the duly authorized attorney-in-fact of the member and filed with, or transmitted to, the secretary of the Corporation. An email from a member or attorney-in-fact or a photographic, facsimile, or similar reproduction of a writing executed by a member or attorney-in-fact shall be treated as properly executed if it sets forth a confidential and unique identification number or other mark furnished by the Corporation to the member for purposes of a particular meeting or transaction.

ARTICLE 4 – BOARD OF DIRECTORS

4.1.         Powers; Procedure. The Directors shall have all powers and duties for the conduct of the activities of the Corporation, except as otherwise required by statute, these Bylaws, or a resolution duly adopted by the Board. The rules contained in Keesey's Modern Parliamentary Procedure shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with the PBTA Bylaws, the Certificate of Incorporation, and any special rules of order the Corporation shall adopt. All Directors on the Board shall be entitled to vote on matters before the Board, regardless of whether such Director is also an Officer.

4.2.         Qualifications of Directors. Each Director shall be a natural person of full age, who need not be a resident of Pennsylvania, but who shall be a member in good standing of the Corporation. Except as provided in the opening sentence of Section 4.3, a member of the Board need not serve as an officer.

4.3.         Number, Election, and Term of Directors.

(a)            The Board of Directors shall consist of not less than five persons at any time, three of which shall serve, respectively, as President, Treasurer, and Secretary pursuant to Section 6.1. Directors shall be chosen by the  at the annual meeting of the . All Directors shall serve a one-year term, commencing on July 1 of each year; however, the term may be extended until a successor is elected. A Director may serve consecutive terms. The number of consecutive terms that a Director may serve shall not be limited. Elections shall be held during the annual meeting of members as set forth in Section 3.5.

(b)           Nominations for election the Board may be made by the Board or any general, non-student member. Nominations, other than those made by or on behalf of the Board, shall be made in writing and shall be received by the secretary of the Corporation not later than 60 days prior to the date of the annual meeting at which the nominated person may be elected or, with respect to a special meeting of members, the close of business on the 15th day following the date on which the notice is first given to the members. The notification shall contain the (i) name and residence address of each proposed nominee and the notifying member; (ii) the principal occupation of the proposed nominee; (iii) a representation that the proposed nominee is qualified to serve as a Director.

4.4.         Removal of Directors; Vacancies. Any Director may be removed from office, without the assignment of any cause, by a vote of a majority of all other Directors at a regular or special meeting of the Board, provided that written notice of the intention to consider removal of a Director has been included in the notice of the meeting. No Director shall be removed without invitation to be heard at such meeting, but no formal hearing procedure need be followed. A Director may be removed for lack of participation in the Corporation’s activities or for engaging in any activity that the Board deems deleterious to the smooth functioning of the Corporation.

4.5.         Quorum. A majority of the members of the Board of Directors shall constitute a quorum of the Board for the transaction of business at any meeting. The acts of a majority of the Board shall be the acts of the Board of Directors, unless a greater number is required by the Act or these Bylaws.

4.6.         Consent of Directors in Lieu of Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting upon the written consent of a majority of the Directors. Such consents shall be filed with the Secretary of the Corporation and included with the Corporation’s minutes

4.7.         Voting Rights. Every Director shall be entitled to one vote.

4.8.         Annual Meeting. The annual meeting of the Board shall be held on the third Friday of May of each year at the registered offices of the Corporation, or upon five days’ notice at such other time and place as the Directors shall determine.

4.9.         Regular Meetings. Meetings of the Board shall be held no less than one time (in addition to the annual meeting) during each administrative year at such time and at such place that the Board may prescribe. The President may invite other persons to attend any Board meeting ex officio.

4.10.      Special Meetings. Special meetings of the Board may be called by the President or by two members of the Board at any time. At least five days’ written notice stating the time, place, and purpose of any special meeting shall be given to the members of the Board. It shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than 30 days after the receipt of the request. If the Secretary shall neglect or refuse to fix the time of the meeting, the person or persons calling the meeting may do so.

4.11.      Adjourned Meetings. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

4.12.      Teleconference Meetings. One or more Directors may participate in a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other.

4.13.      Compensation. The Directors shall serve without compensation. A Director may be reimbursed for reasonable expenses incurred in the performance of their duties if such expenses have been approved by the Board; provided, however, that reasonable expenses shall not exceed fair market value.

ARTICLE 5 – COMMITTEES OF THE BOARD OF DIRECTORS

5.1.         Establishment. The Board may, by resolution adopted by a majority of the Directors, establish one or more committees to consist of one or more Directors of the Corporation, including, without limitation: the Continuing Education Affairs Committee, the Membership Affairs Committee, the Convention Affairs Committee, the Professional Affairs Committee, the Publications Committee, the Publicity Chair Committee, and the Public Education and Media Committee. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that no committee shall have any power or authority regarding the following:

(a)            the filling of vacancies on the Board;

(b)           the adoption, amendment, or repeal of the Bylaws;

(c)            the amendment or repeal of any resolution of the Board;

(d)           action on matters committed by these Bylaws or by resolution of the Board to another committee of the Board; and

(e)            execution of any material contracts without first obtaining Board approval.

5.2.         Appointment. The Board shall appoint members of committees.

5.3.         Advisory Board. The Board may create and appoint members to an Advisory Board which shall have such rights and privileges as determined by the Board. Qualifications for membership on an Advisory Board shall be determined by the Board.

ARTICLE 6 – OFFICERS

6.1.         Position and Qualifications of Officers. The officers of the Corporation shall
include a President, a Secretary, a Treasurer, a Continuing Education Officer, and such other officers whose positions shall be created from time-to-time by the Board. The officers shall be natural persons of full age. All officers may, but need not be, Directors of the Corporation. A person may hold more than one office to the extent permitted by the and other applicable law.

6.2.         Election and Term of Office. All officers shall be elected by the Board at the annual meeting of the Board and shall at the pleasure of the board or until the officer’s earlier death, resignation, or removal.

6.3.         Duties. The duties of the officers shall include the following:

(a)            The President presides at the scheduled meetings of the Board, meetings of the Corporation, and any special meetings that may be called. The President shall prepare the written agendas for said meetings. The President shall be responsible in all matters, stated or implied, that are related to the welfare, stature, and proper operation of the Corporation. The President shall perform other duties as are necessarily incident to the office of President or as may be prescribed by the Corporation.

(b)           In case of absence, disability, or resignation of the President, the Secretary shall perform the duties of the President. If the Secretary is unwilling or unable to preside, the Board of Directors shall elect from among themselves a Director to preside over the meeting.

(c)            The Secretary shall keep the minutes of all meetings. The minutes of each meeting must be disseminated to the Board members within one month thereafter. The Secretary shall record all of the votes of the Directors; shall give or cause to be given notice of all meetings to the Directors; and shall perform such other duties as may be prescribed by the Board or by the President.

(d)           The Treasurer is responsible for the receipt, custody, and disbursement of all funds and securities of the Corporation. The Treasurer shall make a written and oral report of the financial condition of the Corporation to the Board at each meeting, with a minimum of reports occurring on a quarterly basis. The Treasurer shall keep full and accurate accounts of receipts and disbursements of the Corporation; shall collect all funds due the Corporation and disburse funds as required to meet the obligations of the Corporation; and shall keep the funds of the Corporation in a separate account to the credit of the Corporation, unless the Board provides otherwise.

(e)            The Continuing Education Officer is responsible for [BETH TO INCLUDE DESCRIPTION]for implementing all procedures and activities described within the American Psychological Association (APA) Standards and Criteria and Policies and Procedures Manuals [https://www.apa.org/ed/sponsor/resources and https://www.apa.org/ed/sponsor/resources/policy-manual.pdf]. This includes review and approval of CE proposals for educational activities offered as part of PBTA’s education activities. Such approval requires adherence to APA’s Education Directorate (ED) Standards, Criteria, and Procedures along with submission of yearly and other required reports and activities required to remain in good standing with the APA CE ED requirements of CE sponsorship of PBTA. This includes creation and submission of annual reports by required deadlines and collection and processing of data for this.

6.4.         Removal of Officers. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to any contract rights of any person so removed.

ARTICLE 7 – VACANCIES

7.1.         Resignations. Any Director or officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Corporation, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation by the Board shall not be required to make it effective.

7.2.         Filling Vacancies.

(a)            If the position of any Director becomes vacant, by an increase in the number of Directors, or by reason of death, resignation, disqualification, or otherwise, the remaining Directors by affirmative vote of a majority of all Directors in office may choose a person or persons who shall hold office for the unexpired term.

(b)           If the position of any officer becomes vacant, by an increase in the number of officers, or by reason of death, resignation, disqualification, or otherwise, the Directors may choose a successor or successors who shall hold office for the unexpired term.

ARTICLE 8 – MEETINGS OF THE BOARD OF DIRECTORS AND NOTICE

8.1.         Place of Meetings. Meetings may be held at such place within or without Pennsylvania as the Board may from time to time determine, or as may be designated in the notice of the meeting.

8.2.         Notice. Whenever written notice is required to be given to any person, it may be given to such person (a) personally, (b) by sending a copy thereof by first class or express mail, postage prepaid, (c) by electronic mail, (d) courier service, charges prepaid, (e) by facsimile transmission, to that person’s facsimile number appearing on the books of the Corporation or supplied to the Corporation for the purpose of notice by such person. If the notice is sent by first class mail, or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or deposited with a courier service for delivery to such person. Notices sent by electronic mail, or facsimile transmission shall be deemed to have been given to such person when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information which may be required by the Act or these Bylaws, and in the case of a special meeting or where otherwise required, the nature of the business to be transacted.

8.3.         Waiver of Notice. Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

ARTICLE 9 – LIABILITY AND INDEMNIFICATION

9.1.         Limitation of Personal Liability. A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless:

(a)            the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct set forth in Section 9.2 below or as may otherwise be contained in Section 5712 of the Act and any amendments and successor acts thereto; and

(b)           the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; and

(c)            provided, however, the foregoing provision shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or the liability of a Director for the payment of taxes pursuant to local, state, or federal law.

9.2.         Standard of Care and Justifiable Reliance.

(a)            Directors. A Director of the Corporation shall stand in a fiduciary relationship to the Corporation, and shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(i)             one or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;

(ii)           counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the personal or expert competence of such person; and

(iii)         a committee of the Board upon which he or she does not serve, duly designated in accordance with the law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

(b)           Effect of Actual Knowledge. A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.

(i)             In discharging the duties of their respective positions the Board, committees of the Board and individual Directors may, in considering the best interests of the Corporation, consider the effects of any actions upon employees, upon persons with whom the Corporation has business and other relations and upon communities which the offices or other establishments of or related to the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Subsection (a) of this Section.

(ii)           Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the Corporation.

(c)            Officers. Except as otherwise provided in these Bylaws, an officer shall perform his/her duties as an officer in good faith, in a manner he/she reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. A person who so performs his/her duties shall not be liable by reason of having been an officer of the Corporation.

9.3.         Other Rights. This Article shall not be exclusive of any other right which the Corporation may have to indemnify any person as a matter of law.

ARTICLE 10 – AMENDMENTS

10.1.      Articles of Incorporation; Bylaws. The Articles of Incorporation of the Corporation and the Bylaws may be amended by an affirmative vote of a majority of all Directors at any duly convened annual, regular or special meeting of the Directors after notice of such purpose has been given, including a copy of the proposed amendment or summary of the changes to be effected thereby. Any general member in good standing may recommend amendments to the Bylaws. The Board shall give notice of any vote to amend the Articles or Bylaws in advance of any meeting.

ARTICLE 11 – MISCELLANEOUS

11.1.      Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

11.2.      Annual Report. The Board of Directors shall adopt an annual report by March 1 of each year, prepared by the President and verified by the Treasurer or by a majority of the Directors, showing in appropriate detail the following:

(a)            The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.

(b)           The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.

(c)            The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

(d)           The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.

(e)            Such other matters as may be relevant or required by the Act.

The annual report of the Board of Directors shall be filed with the minutes of the meetings of the Directors, and shall be sent to all members of the Board of Directors of the Corporation prior to the annual meeting.

11.3.      Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its Board of Directors, a record of all actions taken by Board of Directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.

11.4.      Conflict of Interest. The Board shall adopt and periodically review a Conflict of Interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any Director, Officer, Affiliate, or member of a committee with Board-delegated powers.

11.5.      Nondiscrimination Policy. The Officers, Directors, Committee members, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, gender, race, religion, national origin, and sexual orientation. It is the policy of the Corporation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

11.6.      Headings. In interpreting these Bylaws, the headings of the various sections shall not be controlling.

11.7.      Counterparts. These Bylaws may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. One or more counterparts of this agreement may be delivered by facsimile, with the intention that they shall have the same effect as an original counterpart hereof.