ByLaws

BYLAWS
of the
Four Corners Group Psychotherapy Society
(the “Society”)

ARTICLE I – NAME

Section 1. The name of the society shall be the Four Corners Group Psychotherapy Society

Section 2. The Society may have offices as determined from time to time by the Board of Directors.

Section 3. Affiliation. The society is a Local Affiliate of the American Group Psychotherapy Association. To remain in good standing, the Society will hold at least one formal meeting annually, and the Secretary of the Society will send notices and reports of each meeting or other activity to the Secretary of AGPA and to the Chairperson of the Affiliate Assembly. The Society will not hold publicly announced meetings two weeks before, during and two weeks after an Annual Meeting of AGPA.

Section 4. Geographic Boundaries. The Society’s geographical area shall include The State of Colorado, The State of New Mexico, The State of Arizona, and the The State of Utah.

Section 5. Incorporation. The Society has been incorporated under the provisions of the General Laws of the State of Colorado as a nonprofit organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1956.

ARTICLE II – PURPOSE

The purpose of the organization shall be:
1) To provide a forum for exchange of information and experience in group psychotherapy;
2) To promote training and high standards in the qualifications and practices of group psychotherapy;
3) To encourage and to promote research in group psychotherapy,
4) To promote social interaction and communication among group psychotherapists,
5) To engage in all activities necessary, useful and expedient, through operative measures, to promote and to further the interests of group psychotherapy,
6) To engage and promote diversity in its membership and programs.

ARTICLE III – MEMBERSHIP

Section 1. Classes of Membership. There shall be three classes of members of the Society: Members, Student Members, and Honorary Members.

A. Members

  1. Rights and privileges: Clinical members in good standing may participate fully in the affairs of the Society by such activities as voting, serving on committees as member or chair, and holding office.
  2. Qualifications: At least Master’s level clinical professional in a mental health field, or licensed or certified by the State of Colorado in a mental health field who are interested in the practice and development of group psychotherapy.

B. Student Members

  1. Rights and privileges: Student members in good standing may participate partially in the affairs of the Society, including such activities as voting, serving on committees and hold the Office of the Student Board Member, but may not hold other offices or be a chair of a committee. They may also participate in the COGPS Internship Program.
  2. Qualifications: Individual matriculated in recognized graduate degree programs or in residency programs in the mental health professions that will satisfy the educational qualifications for Clinical membership in the Society may, as long as they remain in those programs including a leave of absence of not more than one (1) year, qualify as student members. This membership is held on a year-to-year basis, pending the conferring of a degree or completion of a residency program in the mental health professions and requires substantiation of student status annually.

C. Distinguished Members

  1. Rights and privileges: Distinguished members in good standing may participate partially in the affairs of the Society by  voting, but may not serve on committees as member or chair, and holding office. Distinguished Members are granted membership benefits for life without the need to pay membership dues.
  2. Qualifications: At least Master’s level clinical professional in a mental health field, or licensed or certified by the State of Colorado in a mental health field who, has significantly contributed to the field of group psychotherapy or to the development of the Colorado Group Psychotherapy Society.
  3. Nomination: The Distinguished Member designation is awarded by the Board of Directors to a Member no more than once per year. Each year the Nominating Committee may Nominate up to three Members to receive the honor of Distinguished Member. The Nominations will then be voted on by the Board of Directors at their next board meeting. The year’s Distinguished Member will be honored at the next Annual Conference.

Section 3. Members Subject to Bylaws: All Members, by accepting such status, shall for all purposes be conclusively deemed to have accepted and to have agreed to be bound by the Bylaws of this Society as the same may then exist or as the same may, from time to time, be altered or amended.

Section 4. Dues: Dues for each category of membership shall be established by the Board of Directors. Two-thirds approval of those Board members present and voting is required in order to revise membership dues. The dues for each membership category shall not be increased by fifty percent or more of the current dues. The dues are payable in advance beginning on July 1 of each year. Unless dues are paid within three months after due date, membership shall be terminated, but may be reinstated upon reapplication or upon receipt of a reinstatement fee to be determined by the Board of Directors.

Section 5. Termination and Resignation of Membership

A. Termination of a membership may be a written request of the member or when dues are in arrears for three months. Or at the request of the Executive Committee for cause, or as defined in this section. Cause is hereby defined as illegal conduct or conduct which violates the member’s professional organization’s Code of Ethics.

B. Reinstatement of members who have been suspended or expelled by the Executive Committee. Members terminated for other reasons such as failure to pay dues, etc., must reapply for membership to the Membership Committee.

ARTICLE IV – BOARD OF DIRECTORS

Section 1. Powers. There shall be a Board of Directors of the Society, which shall manage, supervise and control the business, property and affairs of the Society, except as otherwise expressly provided by law or these Bylaws. The Board of Directors shall be vested with the powers possessed by the Society itself, including the powers to determine the policies of the Society and prosecute its purposes, to appoint and remunerate agents and employees (including the power to delegate some or all of this authority), to establish the budget of the Society, to disburse the funds of the Society, and to adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2. Number and Qualifications. The members of the initial Board of Directors of the Society shall be those individuals named in the Society’s Application for Affiliation with AGPA and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Society shall be composed of the Officers and not less than five or more than fifteen elected individuals. The Board of Directors shall determine the number of directors.

Section 3. The Officers of the Society shall be:

A. President. The President shall preside at meetings, be the executive office of the Society and of the Board of Directors, provide leadership and perform all duties usually pertaining to the office. President shall be responsible for internal operations of the society, including the following committees: Executive and ad hoc committees as designated by the Executive Committee.

B. Vice President: The Vice President shall fulfill the duties of the President in the absence of the President and shall be responsible for all education and training functions of the Society. The Vice President shall be responsible for chairing the Nominating Committee.

C. Treasurer. The Treasurer shall have custody of all funds of the Society and shall maintain a bank account in the Society’s name. The name of the Treasurer and the President shall be maintained on the account. The Treasurer shall collect dues from the membership, funds from Institutes, workshops, etc. The Treasurer shall have custody of all property of the Society subject to the authority of the President. The Treasurer is responsible for the oversight of, or shall keep records of finances, make financial reports to the membership and is the fiscal officer of the Society. The Treasurer shall fulfill the duties of the office of President in the absence of the President, Vice President.

D. Secretary. The Secretary shall keep the records of the Society including minutes of meetings, correspondence of the Society and records of meetings and reports to the membership, and shall be responsible for the dissemination of information to members. The Secretary or designee shall take charge of the Society mailbox and dispense incoming mail.

E. Director of Membership. The Director of Membership shall be responsible for all external affairs of the society, including but not limited to supervision of the Membership Committee, recruitment of new members, as well as ad hoc committees such as designated by the Executive Committee.

F. Director of Marketing. The Director of Marketing shall be responsible for the creation and management of communications to members including but not limited to the newsletter, emailed announcements and social media platforms.

G. Member at Large. The Member at Large shall have be responsible for representing the needs of the membership body to the Board of Directors. They will also be responsible for verifying the qualifications of each Member as pursuant to Article III Section A Subsection 2.

H. Student Board Member. The Student Board Member shall be responsible for representing the needs of the student membership body to the Board of Directors. They will also be responsible for verifying the qualifications of each Student Member as pursuant to Article III Section B Subsection 2.

I. Director of Diversity. The Director of Diversity shall be responsible for ensuring that all COGPS material is inclusive to all marginalized groups that are present within the Geographic Boundaries of the organization.

J. Event Coordinator. The Event Coordinator shall be responsible for planning and executing the Society’s Annual Conference as well as any other events as designated by the Board. The Event Coordinator shall be responsible for chairing the Event Planning Committee.

K. Political Liaison. The Political Liaison shall be responsible for interacting with the political entities in the organization’s Geographic Boundaries. This includes but is not limited to the Colorado State Legislator and the Colorado Department of  Regulatory Agencies as well as any relevant Mental Health advocacy organizations. The Political Liaison will collect and disseminate information from these entities as well as represent COGPS at their hearings.

L. Past President. The Past President shall aid in the transition of power between administrations and serve as a member of the Executive and Nominating Committees.

M. President-Elect. The President-Elect shall be involved in the transition of power between administrations by taking a non-voting observer role between the time of election and start of their upcoming term.

Section 4. Election of Officers

A. The Nominating Committee shall form a slate of nominees for each office for presentation to the membership. A slate consists of at least two nominations for each vacant Board Member position. Nominations shall be received from the membership or from the floor when elections are held. Voting shall be completed by post or electronic mail.

B. Election of officers shall be held in the second quarter of each year and shall be completed by post or electronic mail. The membership must be notified of meetings where officers are to be elected at least 30 days in advance. When an election is held by post or electronic mail ballot it shall be conducted by the Nominating Committee. The Nominating Committee shall solicit nominations from the membership by mail to be included on the post or electronic mail ballot.

C. Staggered Terms: at no point will more than 66%, two-thirds, of the offices be up for reelection in a given cycle. All terms will be staggered.

D. Officers shall be elected by a plurality vote of electronic mail ballots. In the event that no one has received a plurality, there shall be a run-off election between the two leading candidates.

E. Vacancies. The Executive Committee shall fill unexpired terms of office in the Society until the next board meeting when the office shall be filled by a duly-elected officer upon a majority vote of members present and voting. Whenever the office of President is vacant, the Vice President shall immediately assume office. If this occurs, leaving the office for Vice President potentially vacant for over one year, a special election will be held as early as practical by electronic mail ballot in accord with this section. In the event of a defunct board – totaling fewer than five board members – the Current President may appoint individuals from the Member Body to serve as Board Members without an election.

F. Term of office. Elected officers shall take office immediately following their election. Elected officers shall hold office for a period of two years. There are three exceptions to this rule as follows: the Past President’s term will be one year, the Student Board Member’s term will be one year, and the President-Elect’s term will be six months.

G. Electronic ballot. The Executive Committee may authorize an electronic ballot on such terms as it may deem necessary, provided that such ballot is not otherwise in conflict with any provision of these Bylaws.

Section 5. Compensation. No Board Member shall receive any compensation for services rendered in such capacity, except that the Board may by vote provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the Society to the extent provided by such a vote.

Section 6. Resignation. Any Board Member may resign at any time by giving written notice to the President of the Society. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Society.

Section 7. Removal. Any Board Member may be removed from such office by a two-thirds vote of the Board at any regular or special meeting of the Board of Directors at which a quorum is present, for violation of these Bylaws or engaging in any other conduct prejudicial to the best interests of the Society.

Such removal may occur only if the director involved is first provided with an opportunity to appear before the Board of Directors or forward a written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and a written explanation as to why such director is being removed from office. In these regards, the Board shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Society.

ARTICLE V – REPRESENTATIVES

Section 1. Powers. In addition to the Officers of the Society there will also be Representatives for each State in the Geographic Boundaries. These Representatives will act as voting members on the Board of Directors. A Representative may not Chair any Standing Committees but they may Chair an Ad-Hoc Committee. The Representative’s vote will reflect the needs of their State.

Section 2. Number and Qualifications. There will be one representative per State in the Geographical Boundaries. Each Representative must be a mental health professional in good standing in their respective state and a member of the Society.

Section 3. Nomination of Representatives. The Nominating Committee is responsible for appointing each Representative. All effort must be made to find a Representative from each State in the Society. In the event of a vacant Representative position the Nominating Committee must seek to fill it by the next election.

Section 4. Term of office. The Representatives shall take office immediately following their nomination. Representative shall hold office for a period of two years.

Section 5. Compensation. No Representative shall receive any compensation for services rendered in such capacity, except that the Board may by vote provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the Society to the extent provided by such a vote.

Section 6. Resignation. Any Representative may resign at any time by giving written notice to the President of the Society. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of the Society.

Section 7. Removal. Any Representative may be removed from such office by a two-thirds vote of the Board at any regular or special meeting of the Board of Directors at which a quorum is present, for violation of these Bylaws or engaging in any other conduct prejudicial to the best interests of the Society.

Such removal may occur only if the Representative involved is first provided with an opportunity to appear before the Board of Directors or forward a written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and a written explanation as to why such Representative is being removed from office. In these regards, the Board shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Society.

ARTICLE VI – MEETINGS

Section 1. Board Meetings: Meetings of the Board of Directors shall be held Quarterly for the transaction of business. The Meetings shall include reports from the Officers and from chairs of all committees or their designated representatives.

Section 2. Special Meetings: Special meetings of the Board Members may be called by the President, Vice President, the Secretary, or by the Board of Directors. Special meetings may also be convened by the Membership Body by casting a one-twentieth vote.

Section 3. Place and Time of Meetings: Meetings of members may be held at any suitable space within the Geographic Boundaries of the Society.

Section 4. Notice: Written or printed notice 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, shall be delivered not less than ten or more than sixty days before the date of the meeting, either personally or by electronic mail to each member entitled to vote at such meeting.

Section 5. Quorum. Members having at least two-thirds of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of members for the transaction of any business. The members present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting from time to time until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

Section 6. Vote. Each Board Member shall have one vote. Voting on all matters, including the election of officers and directors, may be conducted by mail or proxy. Whenever any action is to be taken by vote of the members, it shall, except as otherwise required by law be authorized by a majority of the votes cast at a meeting or mail ballot of the voting membership.

Section 7. Presiding Officer. The President of the Society shall preside at any meeting of the members. In the absence of the President, the Vice President shall preside, with the Treasurer and Secretary following in that order. If none of these officers are present to preside at the meeting, the members present shall appoint a presiding officer for the meeting. If the Secretary is not present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

ARTICLE VII – COMMITTEES

Section 1. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each consisting of two or more Society members, such committees to have the power and duties designated by the Board of Directors; provided that no such committee, which has members who are not directors, shall have and exercise the authority of the Board of Directors in the management of the Society. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon the Board or the director by law. The chairpersons of such committees shall be appointed by the President and confirmed by majority vote of the Board of Directors. Appointment of committee members may be delegated to chairpersons, however, these appointments must be approved by the President.

Section 2. Standing Committees

A. Executive Committee: The Executive Committee shall be composed of the President, Vice President, Secretary, and Treasurer of the Society. The President shall Chair this Committee.
The tasks of the Executive Committee are:
(1) To review and assess the affairs of the Society;
(2) To guide, oversee, and coordinate the activities of the Board of Directors and the Committees of the Society;
(3) To propose issues and items for the agenda of the meetings of the Board of Directors;
(4) To exercise the powers of the Board of Directors in the intervals between its meetings;
(5) To assist and advise the Treasurer in preparing and recommending to the Board of Directors, not less than one month before the beginning of the fiscal year, the budget for the following year;
(6) To assist and advise the Treasurer on managing the expenditure and income of the Society;
(7) To plan and carry out campaigns and other procedures, with the approval of the Board of Directors, to raise money for the conduct of the Society’s business.

B. Nominating Committee. The Nominating Committee shall consist of three members, one of whom shall be the immediate Past President of the Society, one of whom shall be the currently serving Vice President and one of whom shall be the currently serving Member at Large. The Vice President shall Chair this Committee.

The Nominating Committee shall serve concurrently with the tenure of the President. The Nominating Committee shall prepare a slate of candidates for new Members of the Board in accordance with Article IV, Section 4. The Nominating Committee shall prepare a slate of candidates for recipients of the Distinguished Member Award in accordance with Article III, Section C, Subsection 3. The Nominating Committee is to present its slate to the Board of Directors for approval; a majority vote will be required to veto a slate or any portion thereof. Should the Nominating Committee fail to act, the Board of Directors shall fulfill such a function.

C. Membership Committee: The Membership Committee shall consist of five members, one of whom shall be the Director of Membership, one of whom shall be the Director of Marketing, one of whom shall be The Member at Large, one of whom shall be the Diversity Coordinator, and one of whom shall be the Student Board Member. The Director of Membership shall Chair this Committee.

The Membership Committee shall have the power and duty to evaluate and approve applications for the various categories of membership in accordance with the provisions of these Bylaws. The Membership Committee shall encourage applications from qualified persons. The Membership Committee with also interface with AGPA in order to share and collaborate with the goal of increasing membership for both organizations.

D. Event Planning Committee: The Event Planning Committee shall be responsible for the planning and execution of meetings, workshops, and programs related to the purposes of the Society. The Committee will be chaired by the Event Coordinator and be made up by appointees from the Membership.  The Committee shall present its plans to the Board of Directors for approval.

E. Ad Hoc Committees: The President may from time to time appoint an Ad Hoc Committee. The President shall appoint all ad hoc committee chairpersons. Each ad hoc committee chairperson shall then appoint his/her own committee members with the advice and consent of the President.

Section 3. Term of Office. Each member of a committee shall serve concurrently with the tenure of the President, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Vacancies. Vacancies in the membership of committees may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5. Rules. Each committee may adopt rules for its own governance; however the rules are subject to the approval of the Board of Directors and must not be inconsistent with these Bylaws.

Section 6. Meetings. Each committee must meet once in-between each general Board Meeting. The duration, location, and agenda of these meetings are at the discretion of each Committee’s Chair.

ARTICLE VIII – CONTRACTS, CHECKS, DEPOSITS AND GIFTS

Section 1. Contracts. The Board of Directors may proposition any Member to enter into any contract with the Society or execute and deliver any instrument in the name of it and on behalf of the Society, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by the Treasurer, President, or a President-Elect (if any) of the Society.

Section 3. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as Treasurer or its designated agent(s) may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Society any contribution or gift for the general purpose of the Society.

ARTICLE IX – GRIEVANCE/ETHICS

Section 1. Allegations of ethical and other unprofessional infractions shall be submitted to the Executive Committee in writing. The Code of Ethics of each individual member’s licensing board shall be considered as the standard by which that member shall be judged. Those Society members who are not members of any licensing board shall be assumed to follow the ethics of such as may be deemed appropriate by the Executive Committee.

Section 2. Upon receipt of the written allegations of infractions, the Executive Committee by majority vote may (1) dismiss the allegations as without merit, (2) refer the matter to an Ad Hoc Grievance/Ethics Investigation Committee, (3) refer the matter directly to another body such as the American Group Psychotherapy Association or that member’s licensing board. The member will be informed of the action of the Executive Committee.

Section 3. The Ad Hoc Grievance/Ethics Investigation Committee and chairperson will be appointed by a majority vote of the Executive Committee. The committee will investigate the allegations and may hold a hearing if a majority sees fit to do so. Upon completing of their investigation they will report their finding to the Executive Committee. The member will have the opportunity to provide information on their behalf.

Section 4. The Executive Committee, upon receipt of the findings of the Ad Hoc Grievance/Ethics Investigation Committee will convene a special meeting of the Board of Directors. A two-thirds vote of the Board at any regular or special meeting of the Board of Directors at which a quorum is present can result in a member being censured, suspended, expelled, or have the matter referred to another appropriate authority such as AGPA or the member’s licensing board. The final decision of the Board will be provided to the member in writing.

Section 5. The member under investigation is entitled to appeal the disposition of the Board to AGPA.

ARTICLE X – DISSOLUTION

Section 1. On dissolution or final liquidation, the Board of Directors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Society, distribute all the assets of the Society to the American Group Psychotherapy Association Inc., which is a Section 501 (c) (3) organization.

ARTICLE XI – AMENDMENTS

Section 1. The Bylaws may be amended by a majority of the members voting providing a quorum is present.

Section 2. Amendments of the Bylaws by either mail ballot or in a business meeting shall require that notice of proposed amendment be provided to the Board Members at least thirty (30) days but not more than sixty (60) days prior to the final amendment(s).