Bylaws

ARTICLE I.  NAME OF ASSOCIATION

The Cleveland Psychological Association, Inc. an Ohio corporation with principal offices in the city of Cleveland, Cuyahoga County, is organized not for profit under Articles of Incorporation as amended on 14 May 1975, 9 November 1992, 1 October 2018

 

ARTICLE II.  STATEMENT OF PURPOSE

 

  1. The purpose of the Cleveland Psychological Association, Inc. (“the Association”) shall be the advancement of psychology as a profession and as a science.

 

  1. In the Service of this major goal, the Association involves itself in the following activities:

 

  1. The Association defines psychology and concerns itself with: those who call themselves Psychologists; what services are performed in the name of psychology; and what image psychology is given by individuals in or out of the profession. The Association involves itself when efforts are made to establish or change the legal definition of and sanction for professional psychological activities.

 

  1. The Association concerns itself with official public recognition of psychology as a profession and its contribution to the public welfare. The Association shall provide information to the general public on psychologists and psychological matters.

 

  1. The Association involves itself in the establishment and adherence to ethical standards for Members, Affiliates, Non-Member Psychologists and other persons whose activities may affect psychology as a profession. Standards of ethical conduct shall include, but not be limited to, those promulgated by the American Psychological Association. 

 

  1. The Association conveys information to the membership about psychological matters and about its own activities.

 

  1. The Association shall organize, support, plan, and participate in activities that further the members in their psychological activities, including educational and research activities and practice advocacy.

 

  1. The Association shall interact with other organizations and groups working toward common goals. The Association may maintain liaison with statewide organizations of psychologists in Ohio.

ARTICLE III.  MEMBERSHIP

 

  1. The Association shall consist of four classes of membership: Regular Members, Life Members, Student Affiliates, and Professional Affiliates. Regular Members and Life Members shall be known collectively as “Members” and Student Affiliates and Professional Affiliates as “Affiliates.”

 

  1. Regular Members of the Association shall be persons who have been accepted into membership following procedures established by the Membership Committee, who have not been declared delinquent in their payment of dues or assessments; who agree to support the purposes and goals of the Association; who agree to abide by the Code of Regulations and By-Laws, as revised.

 

  1. Personal shall be eligible for acceptance to Regular Membership who meet the following criteria at the time of application: Persons who are licensed to practice psychology in the State of Ohio.

 

  1. A Life Member shall be any member who has been a member of this Association for at least ten (10) years, with at least two (2) of those years immediately prior to application for life membership, and has reached or exceeded the retirement age of sixty-five (65) years. Upon application, Life Members shall be exempt from further payment of dues upon informing the Association Board of Trustees of his/her eligibility.  Although such Life Members shall become exempt from paying dues, they shall retain all other rights and privileges of membership in the Association. Terms for Life Membership will be amended beginning in 2013 to require at least 20 years of CPA membership, the last 2 of which are consecutive to application for Life Membership, and 70 years of age, unless the individual has fully retired from the practice of psychology between the ages of 65 and 70. Individuals who would qualify under the prior terms for Life membership ( 10 years membership and age 65) may still request their Life membership under the old terms until 2018 ( 5 years), but will be requested to voluntarily comply with the new requirements.

 

  1. Student Affiliates shall be graduate or undergraduate students majoring in psychology who do not fulfill the qualifications for members. Whenever Student Affiliates possess the qualifications for Regular Membership as established by Section 3 of this Article, they shall accept the rights and responsibilities of full membership.  Application for Regular Membership shall be submitted according to procedures established by the Membership Committee.

 

  1. Professional Affiliates shall be such persons who do not have psychologist’s licensure. Professional Affiliates are not eligible to vote.  Professional affiliates may, in the judgment of the Membership Committee with the approval of the Board of Trustees, advance the purposes of the Association.  Professional Affiliates shall be permitted to maintain their affiliate status indefinitely.

 

  1. Only Regular Members and Life members shall be entitled to vote on Association issues and to serve on the Board of Trustees or hold elective office. Affiliates shall not represent themselves as Members; however, they may be appointed to serve on committees and hold other appointed positions. 

 

  1. The Membership Committee shall periodically email or use other electronic means, including the CPA website to contact members. A list of names of new applicants who meet the requirements of membership in the Association together with their professional and educational status, as well as class of membership sought will be distributed to the board for review.  Any Member of the Association with questions or information relevant to an applicant may so inform the Membership Committee in writing.  Applications which are questioned shall be referred to the Board of Trustees for further consideration and disposition.  The board will review applications and approve for the applicant to be accepted for membership and be so notified by the Membership Committee.

 

  1. Persons may be denied membership or affiliation for conduct which is unethical or illegal, or which in any way would tend to injure the Association, or which is contrary to or destructive of its objectives. Persons may be denied membership or affiliation for presenting falsified credentials.  Persons may be denied membership or affiliation whose licenses to practice psychology in any of the United States have been revoked for due cause. It is the member’s responsibility to report to the Board unethical or illegal conduct or if the license to practice has been revoked or suspended.

 

  1. Persons may be subject to expulsion from Regular Membership whose licenses to practice psychology in any of the United States have been revoked for due cause. Members or Affiliates of any class may be subject to expulsion from membership until license has been reinstated, at which time Members or Affiliates can reapply for membership.

 

  1. The disciplinary action of expulsion shall revoke all rights and privileges of Regular Membership in the Association. The dues of a member who is expelled shall not be refunded.  The fact of prior expulsion shall not bar a person from reapplying for membership in the Association, provided that the former Member or Affiliate cites the fact of expulsion in his/her new application.

 

  1. The disciplinary action of removal from office of the Board shall terminate the right of the Member or Affiliate to perform the duties of that office for the remainder of the term or for a period of one (1) year, whichever is more. A person subjected to removal from office may not resume office unless reelected or reappointed.

 

 

  1. Complaints concerning illegal or unethical conduct of Members or Affiliates will be referred to the State Board of Psychology to report the conduct. Any Board of Trustees member will follow the Ethical Principles of Psychologists and Code of Conduct.

 

  1. In the event that the Board votes for removal from office of the Board of Trustees, the removal takes effect immediately, and an acting office holder shall be selected according to Association rules. The Member or Affiliate may appeal to the members of the Association according to procedures of Article III, Section 14.

 

The Board may select an office successor according to established procedures at the next Board meeting after appeal is exhausted, or ten (10) days after notification if appeal is not made.  In the event that the appeal vote overturns the Board action, the Member resumes office immediately.

 

In the event that removal from office occurs, Members and Affiliates shall be notified.  Other persons may be notified as deemed appropriate by the Board.

 

  1. Within ten (10) days from the date of notice to a Board of Trustees officer of disciplinary action, the officer may notify the Board in writing of his/her intention to appeal. The officer may present a substantive basis for such appeal.

 

  1. If the officer shall appeal, the Secretary of the Association shall submit a review of the action of the Board to the membership no later than thirty (30) days from such action. The review shall set forth the action and the evidence upon which the determination of the Board was made.  The review shall also inform the membership of the decision by the officer to appeal and the substantive basis of the appeal, if any has been submitted.

 

  1. The membership may vote on the action by secret ballot if indicated by the Board of Trustees. The Secretary is authorized to devise rules and regulations to provide for the secret ballot.

 

  1. No provisions of these By-Laws shall bar the Board of Trustees from reporting to the membership on its activities, including the number and kind of cases considered and the disciplinary actions taken. In all such reports, care shall be taken not to implicate or identify an individual.

 

ARTICLE IV.  EXECUTIVE BOARD

 

  1. The Executive Board of the Association shall consist of the following: President, President-Elect, Past-President, Secretary, Treasurer, and one Trustee-at-Large. Executive Board members shall assume their duties as of January first of the year following their election.

 

  1. The officers of the Association shall be the following: President, President-Elect, Past-President, Secretary, and Treasurer.

 

  1. The President shall be a member who has served as President-Elect for the previous year and succeeds to the office of President. He/she shall preside at all meetings of the Association and of the Board of Trustees or appoint a substitute to act in his/her stead and shall be ex-officio member of all Standing Committees, except as otherwise stated.  He/she shall appoint, in consultation with the respective Chairperson, members of the Standing Committees, with the exception of the Election Committee and Rules Committee.  He/she shall be the official spokesperson for the Association; he/she shall sign all contracts, agreements, and legal documents; and perform other such executive duties.  He/she shall hold office for a term of one (1) year. The President shall hold check-signing authority.

 

  1. The President-Elect shall be a member elected by ballot from nominees presented by the Election Committee. He/she shall assist the President, and shall perform the duties of the President in his/her absence.  In the event the President shall not serve out his/her full term, the President-Elect shall become President and complete the unexpired term, at which time a new election for President-Elect will be held. The President-Elect shall hold check-signing authority.

 

  1. The Past-President shall be a member who has just completed his/her term as President. He/she shall hold office for a term equal to the term of the President who succeeds him/her.  In the event that the Past-President shall resign or be unable to serve on the Board, then his/her predecessor shall fill the position of Past-President as specified in article V, Section 8.  This procedure may also be invoked if the person who would serve as Past-President is elected or appointed to another voting position on the Board.  He/she shall be chairperson of the Rules Committee and Chairperson of the Election Committee.

 

  1. The Secretary shall be a member elected by ballot from nominees presented by the Election Committee. He/she shall keep the records of all meetings, notify the members of meetings, insure that an up-to-date list of Members and Affiliates is maintained, conduct the official correspondence of the Association, and perform all other duties of a Secretary.  He/she shall hold office for a term of two (2) years.

 

  1. The Treasurer shall be a member elected by ballot from nominees presented by the Election Committee. He/she shall prepare a budget for the year with the approval of the Board of Trustees, have responsibility for all funds and property of the Association, be responsible for all money due to the Association, maintain adequate accounts, present a financial report at the Annual Meeting, and perform all other duties of a Treasurer.  He/she shall hold office for a term of two (2) years. The Treasurer shall hold check-signing authority.

 

  1. Vacancies in all offices other than that of the President, Past-President, and President-Elect shall be filled by a majority vote of the Board of Trustees until such time as a special election shall be conducted or until the next regular election takes place. A vacancy in the office of President shall be filled by the President-Elect; a vacancy in the office of Past-President shall be filled by the next most recent Past-President or former President available and willing to serve.  A vacancy in the office of President-Elect shall be filled by a new election for President-Elect.

 

ARTICLE V.  BOARD OF TRUSTEES

  1. The Board of Trustees (“the Board”) of the Association shall consist of Officers, Trustee-at-Large, Chairpersons of Standing Committees, and the Delegate to the Ohio Psychological Association (OPA). The Board of Trustees shall formulate policies in the interim period between meetings, perform such other duties as provided by this Code of Regulations and By-Laws, and otherwise discharge the duties of a Board of Trustees.  A quorum will consist of seven (7) Board members.

 

  1. The members of the Board of Trustees shall consist of the following:
    1. The President, President-Elect, Past-President, Secretary, Treasurer, OPA Delegate, Chairpersons of the Standing Committees; and

 

  1. The Trustee-at-Large who shall be a member elected by ballot from nominees presented by the Election Committee. The term shall begin on January first of the year following the election.  He/she shall serve on the Board of Trustees for a term of three (3) years.

 

  1. The Delegate to O.P.A. shall be a Member or Life Member who is also a Member or Life Member of the Ohio Psychological Association. He/she shall represent the membership of the Association at Board meetings of the O.P.A. and communicate to the Association all pertinent activities of the O.P.A.  He/she shall be appointed by the President with the approval of the Board of Trustees for a term of two (2) years or such other term as is consistent with the policies of the Ohio Psychological Association.  The term of appointment will be consistent with O.P.A.’s terms of office.

 

  1. Any Board of Trustees member who misses four (4) consecutive regularly scheduled Board meetings shall have his/her case reviewed by the Board, and unless exceptional circumstances are involved, he/she shall be subject to appropriate disciplinary action.

 

  1. The Board may appoint 1 or more student representatives to the Board who will be voting members, but will not hold elective office and would otherwise participate fully as Board members.

 

 

ARTICLE VI.  MEETINGS

 

  1. There will be an Annual Meeting of the membership in December of each year.  Notice of such meeting shall be set forth in the Call for Nominations by the Election Committee as provided in Article VII, Section 2.  Rescheduling of the Annual Membership Meeting may be done by vote of the Board of Trustees.  A quorum will consist of the members present at the Annual Meeting.

 

  1. Board of Trustees. Meetings of the Board of Trustees may be called by the President or by any three (3) Board members.  No written notice of such meeting need be given to Trustees; such notice may be given by personal notice, email, website posting, telephone, mailing or in any other manner at the discretion of the President.

When necessary a meeting may be held to address or vote on a specific issue via e-mail, conference call, or other electronic device. Rules for a quorum will remain intact, i.e., 7 Board members responding. The Board of Trustee’s Meeting schedule is posted on the CPA website at the start of each year.

 

ARTICLE VII.  STANDING COMMITTEES

  1. The following Standing Committees, except for the Election Committee and Rules Committee, shall be annually appointed by the President with the approval of the Board of Trustees: Program Committee, Membership Committee, Election Committee Technology and Information Committee; Ethics Committee, Committee on Social Responsibility, Advocacy / Interprofessional Affairs. The Board may create Task Force committees as needed.

 

  1. The President, unless herein provided, shall appoint chairpersons and committee members of Standing Committees in consultation with the President-Elect and with the approval of the Board of Trustees. Committee Chairpersons shall also be consulted about members proposed for their respective committees.  The provision for approval of appointments by the Board of Trustees may be suspended in a manner so designated by the Board of Trustees whenever necessary to expedite appointment of committees.  No committee chair shall serve for more than five (5) continuous years unless the President of the Association has demonstrated to the trustees the failure of all due effort to locate a new chairperson.

 

  1. The Program Committee shall consist of the Chairperson and other persons, as appropriate, selected by the Chairperson with the approval of the President and the Board of Trustees. It shall be their duty to plan programs for the forthcoming year and to inform the Board of Trustees of these plans.  The Program Committee will present a diversity of topics, with at least one program per year on practice issues.

 

  1. The Membership Committee shall consist of a Chairperson, the Association Treasurer, and other persons, as appropriate, selected by the Chairperson with the approval of the President and the Board of Trustees. The Committee shall review the qualifications of applicants for membership and affiliation and make recommendations to the membership as provided in Article III, Section 8.  An Annual Membership List shall be prepared by the Committee and be distributed to all Members and Affiliates.  This Committee will also oversee the administration of such insurance and other membership benefit programs as the Association shall have in force at any given time.  It shall also be charged with the development of such other membership benefit programs as the Board of Trustees may direct.

 

  1. The Election Committee shall consist of the President-Elect, Trustee-at-Large, and Past-President, who will be Chairperson. The Election Committee shall be responsible for the conduct of nominations and elections and the counting of ballots as provided in Article VIII and Article XII.

 

  1. The Technology and Information Committee shall consist of a Chairperson and other persons, as appropriate, selected by the Chairperson with the approval of the President and the Board of Trustees.  The duties of the Committee shall be to handle publicity for the Association, to keep in touch with community enterprises of a psychological nature, to cooperate with other organizations in the Greater Cleveland Area, to inform the membership of ways and means to promote and publicize psychology in Greater Cleveland, to electronically publish newsletters and information important to the membership and otherwise to further the advancement of psychology.  Additional duties of this committee include providing CPA with the means to leverage communication and web-based technologies to further the goals of the organization and its members.  Technology objectives include:
    1. Establish an internet-based presence in order to educate the Cleveland-area community regarding the organization’s activities, CPA member services, and information relevant to the field of psychology.
    2. Assist in the planning/delivery of announcements and publications through CPA’s website.
    3. Provide ways for member psychologists to establish an online presence and communicate with their constituents in a secure, ethical, and efficient manner.
    4. Advocate for CPA’s and member psychologists’ compliance with legal guidelines and ethical standards related to the use of current and emerging technology/communication tools.
    5. Provide information regarding tele-psychology and the provision of online psychological services to CPA members and the greater-Cleveland community.
    6. Advise CPA’s Board and its members regarding current technologies and their possible applications in a variety of professional contexts and settings.
    7. Use technology-based tools to reduce the organization’s carbon footprint as CPA continues to enhance its contribution to psychology and science.
  1. The Publications Committee shall consist of a Chairperson and other persons, as appropriate, selected by the Chairperson with the approval of the President and the Board of Trustees. The duties of the Publications Committee shall be to publish and issue the official newsletter of the Association and such other publications which shall be found useful to promote and publicize the purposes of the Association.

 

  1. The Ethical Practices Committee shall consist of a Chairperson appointed by the President with the approval of the Board of Trustees, and other persons, as appropriate, selected by the Chairperson with the approval of the President and the Board of Trustees. The Committee shall serve a term as determined by the Board and subject to change by the Board.  The duties of the Committee are to consult, educate and provide information to Members regarding ethical concerns.

 

  1. Committee on Social Responsibility The mission of the Committee on Social Responsibility is to promote and coordinate the involvement of psychologists in programs and projects in the community, including advancing a social justice agenda by applying the science and practice of psychology to human welfare, as well as advocating for the fair treatment of Ohio residents through education, training and public policy.

 

  1. Advocacy / Interprofessional Affairs Committee shall consist of a Chairperson appointed by the president with the approval of the Board of Trustees. The Committee shall serve a term as determined by the Board and subject to change by the Board.  The duties of the Committee are to provide information to the membership regarding advocacy opportunities for the field of psychology and for collaboration with other discliplines.

 

ARTICLE VIII.  NOMINATIONS AND ELECTIONS PROCEDURES

 

  1. The Election Committee shall consist of the President-Elect, Trustee-at-Large, and Past-President, who will serve as Chairperson.

 

  1. The Election Committee will nominate at least one (1) candidate for each elective office to be filled in the coming year. By the Board meeting in October, the Committee will send a mailing or electronic notification to the membership announcing these nominees and requesting additional nominees from the membership at large.  It will be the function of the Election Committee to review the duties of an office with each nominee so that he/she clearly knows what is involved if elected to this position. Mailings for the purpose of carrying out elections and election procedures may be conducted electronically to the membership.

 

  1. The opening of nominations will be announced in the newsletter/posting no later June 1.

 

  1. September 30 will be the deadline for nominations. Nominations will require 5% of the membership to petition. Nominees will submit a position statement to be sent to the membership with the ballot.

 

  1. The third week in November will be the date for closing the elections and counting of the ballots;

 

  1. The results will be announced at the Annual Meeting.

 

  1. Rescheduling of the procedure may be made by vote of the Board of Trustees.

 

ARTICLE IX.  INDEMNIFICATION OF TRUSTEES AND OFFICERS

 

  1. The Association shall indemnify a Trustee or Officer or a former Trustee or Officer of the Association, or any person who serves or may have served at its request as a Trustee, Director or Officer of another corporation (whether non-profit or for-profit) of which it is a member or in which it owns shares or of which it is a creditor, against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding to which he/she is made a part by reason of being or having such Trustee, Director or Officer, and against all judgments which may be rendered against him/her if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made regarding a matter for which such person shall have been adjudged to be liable for negligence, malfeasance, or misconduct in the performance of his/her duties, unless a court of law shall determine that such person is entitled to indemnity for such expenses despite adjudication of liability.

 

ARTICLE X.  DUES

 

  1. The dues of the Association shall be determined at an Annual Meeting by a majority vote of the members present and voting, upon recommendation of the Board of Trustees. These dues shall continue in effect indefinitely unless changed at an Annual Meeting, as noted above.

 

  1. New Members and Affiliates shall pay full dues for the year in which they are accepted, provided they are accepted on or after the Annual Meeting and prior to June 30; on or after July 1, they shall pay one-half (1/2) the yearly dues. New Members and Affiliates shall not be required to pay any assessments made prior to their acceptance.

 

  1. Special Needs:
    1. An applicant, member, or affiliate may request a reduction or waiver of annual dues by annual special application to the Executive Committee stating circumstances of need.

 

  1. The special needs member shall be entitled to all regular benefits of membership except dinners, luncheons, and costs of excursions.

 

  1. Dues for the year are payable on or before December 1. Following this date, the Treasurer shall prepare a list of Members and Affiliates who are in arrears in dues.  Each Member and Affiliate who is delinquent shall receive before December 31 a notice of his/her dues status.  The Board of Trustees reserves the right to assess late fees for non-payment of dues by twelve o’clock midnight of January 31.  Members and Affiliates who have not paid their dues renewal or applied for special needs status by March 1 will be dropped from Membership in the Association.

 

ARTICLE XI.  REFERENDA

 

  1. Upon petition in writing of five percent (5%) of the members or upon request of one-third (1/3) of the Board of Trustees, any action of the Board of Trustees or the members present at a Business Meeting shall be referred to a vote of the Association membership, provided that such referral takes place within ninety (90) days following the action of the Board or the Membership Meeting.

 

  1. The referendum notice shall contain a statement of the issue and at least two (2) statements describing or discussing the issue or the action. A majority of those returning ballots shall determine the action.

 

ARTICLE XII.  AMENDMENTS

 

  1. This Code of Regulations and By-Laws may be amended by either: 1) two-thirds (2/3) of those voting on any proposed amendment at a Membership Meeting; or 2) two-thirds (2/3) of those responding to a ballot.

 

  1. At least ten (10) days prior to a Membership Meeting at which a proposed amendment is to be voted upon, the Secretary shall furnish a notice of such meeting, together with a copy of the proposed amendment, to each member of the Association. Any amendment proposed at a Membership Meeting shall not be voted upon at the meeting at which such amendment is proposed, but such amendment shall be voted on at subsequent Membership Meeting or by ballot.  If any action is taken on a proposed amendment at a Membership Meeting, such action is subject to referendum as provided in Article XII.

 

  1. At least twenty (20) days prior to the deadline for ballots on a proposed amendment, the Secretary shall furnish a copy of the proposed amendment and the ballot for returning, together with at least one statement describing or discussing the proposed amendment.

 

ARTICLE XIII.  RULES OF ORDER

 

  1. The rules contained in the most recently revised edition of Modern Parliamentary Procedure by Ray Keesey shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation and Code of Regulations and By-Laws.

 

ARTICLE XIV.  FISCAL YEAR

 

  1. The fiscal year of the Association shall coincide with the calendar year January 1 through December 31. A financial review for the previous fiscal year will be presented at the Annual Meeting.

 

 

 

ARTICLE XIV: CONFLICT OF INTEREST POLICY OF CLEVELAND PSYCHOLOGICAL ASSOCIATION, INC.

 

Purpose

The purpose of the conflict of interest policy (the “Policy”) is to protect the interest of the Cleveland Psychological Association, Inc. (the “Association”) when it is contemplating entering into a contract, action, transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.

 

ARTICLE XIV Definitions

 

2.1 “Interested Person” means a director, principal officer, or member of a committee with governing board delegated powers who has a direct or indirect Financial Interest (as defined below).

 

2.2 “Financial Interest” means an Interested Person who has, directly or indirectly, through business, investment, or immediate family, any of the following:

 

(a) An ownership or investment interest in any entity with which the Association has a transaction or arrangement;

 

(b)  A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement; or

 

(c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.

 

2.3  “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

 

2.4 A Financial Interest is not necessarily a conflict of interest. Under this Policy, a person who has a Financial Interest may have a conflict of interest only if the governing board or committee decides that a conflict of interests exists. Other situations may create the appearance of a conflict or present a duality of interests in connection with a person who has influence over the activities or finances of the Association.  All such circumstances should be disclosed to the governing board or committee and a decision made as to what course of action the Association or individuals should take so that the best interests of the Association are not compromised by personal interests.

 

ARTICLE XV Procedures

 

3.1 Duty to Disclose.  In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to

Conflict of Interest Policy 2

disclose all material facts to the Board of Directors of the Association (the “Board”) and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

 

3.2 Determining Whether a Conflict of Interest Exists.  After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, the Board or committee meeting will discuss the matter and render a decision as to whether a conflict of interest exists.

 

3.3 Procedures for Addressing the Conflict of Interest.  

 

(a) An Interested Person may make a presentation at the Board or committee meeting, but after such presentation, such person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

 

(b) The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

 

(c) If the Board or committee determines not to appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement, the Board or committee may, if in good faith and reasonably justified by the material facts, authorize the transaction or arrangement by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors are less than a quorum.

 

(d) After exercising due diligence, the Board or committee shall determine whether the Association can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

 

(e) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by the affirmative votes of a majority vote of the disinterested directors, even though the disinterested directors are less than a quorum, whether the transaction or arrangement is (i) in the Association’s best interest, (ii) beneficial to the Association, and (iii) fair and reasonable.  If these factors are met, the Association may choose to enter into the proposed transaction or arrangement.

 

(f) In evaluating such a transaction or arrangement, the Association should pay no more than fair market value for any goods or services that the Association receives and should receive fair market value consideration for any goods or services it furnishes to others.

 

3.4 Transactions Not Void.  No contract, action, transaction or arrangement is void or voidable solely because it creates or gives rise to an actual or potential conflict of interest or is between or affects the Association and one or more Interested Persons, or is between or affects the Association and any other corporation, partnership, association, or other organization in which one or more Interested Persons are directors or officers, or in which one or more Interested Persons have a Financial Interest or personal interest or solely because such Interested Person is present at, participates in or votes at the meeting of the Board or committee which authorizes the contract, action, transaction or arrangement, or solely because the votes of such Interested Person are counted for such purposes; provided however, that the contract, action, transaction or arrangement is fair and reasonable as to the Association at the time it is authorized, approved, or ratified by the Board or committee.

 

3.5 Quorum.  Subject to the restrictions expressly set forth in ARTICLE V of this Policy, common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or committee, which authorizes a contract, action, transaction or arrangement specified or allowed by this Policy.  A contract, action, transaction or arrangement contemplated by this Policy may not be authorized, approved, or ratified by a single director.  

 

3.6 Violations of the Conflict of Interest Policy.

 

(a) If the Board or committee has reasonable cause to believe that a person has failed to disclose an actual or possible conflict of interest, it shall inform that person of the basis for such belief and also afford that person an opportunity to explain the alleged failure to disclose.

 

(b) If, after hearing the response from the person and after making further investigation as may be warranted by the circumstances, the Board or committee determines that such person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, including removal from the Board.

 

ARTICLE XVI Records of Proceedings

 

The minutes of the Board and all committees with Board delegated powers shall contain:

 

4.1 Persons with a Financial Interest.  The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the final decision by the Board or committee as to whether a material conflict of interest in fact existed.

 

4.2 Record of Names, Content, and Votes.  The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

 

ARTICLE XVII  Compensation

 

5.1 Voting Member of the Board of Directors.  A voting member of the Board of Directors who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that person’s compensation.

 

5.2 Voting Member of any Compensation Committee.  A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association for services is precluded from voting on matters pertaining to that person’s compensation.

 

5.3 Other Voting Members who Receive Compensation.  A voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Association, either individually or collectively, is not prohibited from providing information to any committee regarding compensation.

 

ARTICLE XVIII Affirming Statements

 

Each director, principal officer, and member of a committee with governing Board delegated powers shall sign a statement, a form of which is annexed hereto as Exhibit A, which affirms that such person:

Conflict of Interest Policy 4

 

(a) Has received a copy of this conflicts of interest Policy; 

 

(b) Has read and understands this Policy; 

 

(c) Has agreed to comply with this Policy; and

 

(d) Understands that the Association is charitable and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

 

ARTICLE XIX Periodic Reviews

 

7.1 Reviews to Preserve Charitable Purpose.  To ensure that the Association operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

 

(a) Whether any compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining; and 

 

(b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

 

7.2 Ongoing Disclosure of Conflicts.  Furthermore, periodically, the Secretary of the Association may distribute to all directors and officers of the Association a form, the form of which is annexed hereto as Exhibit B, soliciting the disclosure of all conflicts of interest, including specific information concerning the terms of any contract or transaction with the Association and whether the process for approval set forth herein was used.

 

ARTICLE XX Use of Outside Experts

 

In conducting the periodic reviews as provided for in ARTICLE VII of this Policy, the Association may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board or committee of its responsibility for ensuring that periodic reviews are conducted.

 

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

 

 

 

 

EXHIBIT A

 

 

CONFLICT OF INTEREST POLICY ACKNOWLEDGEMENT

 

Directors, Officers and Board Committee Members of Cleveland Psychological Association, Inc.

 

 

 

I, _______________________________, the undersigned director, officer or board committee member of Cleveland Psychological Association, Inc. (the “Association) hereby affirm that:

 

  1. I have received a copy of the Association’s Conflicts of Interest Policy (the “Policy”);

 

  1. I have read and understand the Policy;

 

  1. I agree to comply with the Policy; and

 

  1. I understand that the Association is charitable and that in order to maintain its tax-exempt status, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

 

 

 

 

Dated: _______________________  By: _________________________________

                                                            Name/Title

 

 

 

 

 

 

EXHIBIT B

 

 

CONFLICT OF INTEREST DISCLOSURE FORM

 

Directors, Officers and Board Committee Members of Cleveland Psychological Association, Inc.

 

 

 

Please complete all sections below:

 

  1. Are you aware of any relationship, contract, transaction or arrangement with Cleveland Psychological Association, Inc. (the “Association”) that involves or could ultimately harm or benefit financially or otherwise any of the following: Yes No (a) Yourself; ______ ______

(b) Any member of your immediate family (defined as your spouse, parents, children, or siblings and spouse of any of these individuals); 

______ ______

(c) Any organization in which you or an immediate family member is a director, trustee, officer, member, partner, or own more than 10 percent of the total (combined) voting power?  [Volunteer service on the board of another not-for profit corporation need not be disclosed] 

______ ______

 

 

If yes, please list all such relationships, contracts, transactions or arrangements, including specific information concerning the essential financial terms of such relationship, contract, transaction or arrangement (description of services, duration, consideration, or price) and whether proper approval has been obtained from the Board (where necessary, please attached another sheet and indicate as such in the space below):

 

 

 

 

 

 

 

 

 

 

 

 

 

Conflict of Interest Policy Disclosure Form 2

 

  1. Please fill out completely. If not applicable, indicate “none”. Where necessary, please attach another sheet and indicate as such in the space below.

 

  1. Listed below are all corporations, partnerships, or other business entities in which I am a director, officer, member, partner, or manager, or in which I or any member of my immediate family has a substantial financial interest (i.e., owner of 10 percent of the total (combined) voting power or greater):

 

Entity     Position    Self or Family

 

 

 

 

 

 

 

 

  1. All other not-for-profit institutions of which I am a trustee, director, or officer, which have a substantial likelihood of being in competition with any action or policy of the Association:

 

Entity     Position

 

 

 

 

 

 

 

 

  1. All trusts of which I am a trustee, or which benefit me or any member of my immediate family, which have a substantial likelihood of being in competition with any action or policy of the Association:

 

Entity    Trustee or Beneficiary    Self or Family

 

 

Conflict of Interest Policy Disclosure Form 3

I have read and understand the Conflict of Interest Policy adopted by Cleveland Psychological Association, Inc. and the foregoing information is true and complete to the best of my knowledge. I also understand that, with respect to the application of certain provisions of the Internal Revenue Code, liability for interested person transactions may arise up to five years after my service to the Association has ended.

 

 

 

 

Dated:  _______________________   By: __________________________________ Name: Title:

 

 

 

 

 

 

DOCUMENT RETENTION POLICY OF CLEVELAND PSYCHOLOGICAL ASSOCIATION

 

 

  1. Purpose. The purpose of this document retention policy (the “Policy”) is for Cleveland Psychological Association, Inc. (the “Association”) to help ensure the proper treatment of corporate records of the Association.

 

  1. General Guidelines.

 

(a) Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

 

(b) From time to time, the Association may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below.  While minimum retention periods are established, the retention of documents identified herein and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

 

  1. Exception for Litigation Relevant Documents. The Association expects all officers, directors, committee members and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, committee members and employees should note the following general exception to any stated destruction schedule: If you believe, or the Association informs you, that the Association records are relevant to litigation, or potential litigation (e.g., a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

 

  1. Minimum Retention Periods for Specific Categories.

 

(a) Organizational Documents. Organizational records include the Association’s Articles of Incorporation, Code of Regulations, IRS Form 1023 (Application for Exemption) and IRS Determination of Exemption, and any other policies and procedures adopted by the Board or otherwise required by law.  Organizational records should be retained permanently. IRS regulations require that the Form 1023 and Determination Letter be available for public inspection upon request. 

 

(b) Tax Records.  Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the Association’s revenues. Tax records should be retained for at least 7 years from the date of filing the applicable return. IRS regulations require that Form 990 or the equivalent Association tax return be available for public inspection upon request.

 

(c) Employment Records/Personnel Records. State or federal statutes require the Association to keep certain recruitment, employment and personnel information. The Association should also keep personnel files that reflect performance reviews and any complaints brought against the Association or individual employees under applicable state and federal statutes.  The Association should also keep in the

 

 

Document Retention Policy 2

Employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for 3 years. Retirement and pension records should be kept permanently.  Other employment and personnel records should be retained for 7 years.

 

(d) Membership Records. The Association should keep membership rolls of all members in good standing and should update such rolls not less than annually. The Association should also keep with its membership records any licensing information or verification of licensing provided by members or gathered by the Association. The Association should retain applications for membership, including rejected applications together with any records related to such rejection, for at least the term of the applicant’s membership plus 3 years.

 

(e) Membership Disciplinary Records.  The Association should retain permanently all files of any complaints made against any member and any disciplinary action brought by the Association against any member.  Such files should include all records provided by members and other parties in any disciplinary action and any appeal of such action.  The Association should also retain permanently all notifications regarding license actions taken by the State of Ohio Board of Psychology against any member.  Notwithstanding the foregoing, nothing in this Policy obligates the Association to verify the status of any member’s license or credentials after the member has been accepted for membership.

 

(f) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the Association’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than 3 years by the Association. 

 

(g) Press Releases/Web Page/Public Filings.  The Association should retain permanent copies of all press releases, published web content and publicly filed documents under the theory that the Association should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the Association.

 

(h) Legal Files.  Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of 10 years.

 

(i) Marketing and Sales Documents. The Association should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally 3 years.  An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation, which should be kept for at least 3 years beyond the life of the agreement.

 

(j) Development/Intellectual Property and Trade Secrets.  Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights).  The documents detailing the development process are often also of value to the Association and are protected as a trade secret where the Association:

 

(i) derives independent economic value from the secrecy of the information; and

 

(ii) has taken affirmative steps to keep the information confidential.

 

The Association should keep all documents designated as containing trade secret information for at least the life of the trade secret.

 

 

 

Document Retention Policy 3

(k) Contracts. Final, execution copies of all contracts entered into by the Association should be retained. The Association should retain copies of the final contracts for at least 3 years beyond the life of the agreement.  Publicly filed contracts should be retained permanently.

 

(l) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for 2 years.  

 

(m) Banking and Accounting. Bank and other financial records of accounting of the Association shall be kept and maintained as follows:

 

(i) Accounts payable ledgers and schedules should be kept for 7 years. 

 

(ii) Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for 3 years. 

 

(iii) Any inventories of products, materials, and supplies and any invoices should be kept for 7 years.

 

(n) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

 

(o) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for 3 years.

 

(p) State Specific Requirements. State and federal law may require the Association to retain certain records in accordance with specific time frames, and therefore, the Association should retain the following records in perpetuity:

 

(i) the Articles of Incorporation, as amended;

 

(ii) the Code of Regulations, as amended;

 

(iii) an accounting of the Association shall be retained in the ordinary course;

 

(iv) audit reports, annual reports, and completed financial reports of the Association;

 

(v) the minutes of the proceedings of the incorporator, members, directors, and committees of the directors or members, including any records of actions taken;

 

(vi) the names and addresses of each member, including directors and officers of the Association, the date of admission to membership, and, if applicable, the class to which each member belongs; and 

 

(vii) any policies and procedures adopted by the board of directors and/or required by the Code of Regulations or otherwise by law.  

 

  1. Electronic Communications. For all facsimile communications, electronic mail, and other telephonic or electronic communications, the retention period depends upon the subject matter of the communications, as is covered elsewhere in this Policy. Notwithstanding, when consistent with this Policy, such communications shall be retained consistent with either of the following:

 

 

 

Document Retention Policy 4

(a) printed in hard copy and kept in the appropriate file; or

 

(b) downloaded to a computer file and kept electronically or on disk as a separate file.

 

  1. Acknowledgment. All directors, officers and members of the Association shall acknowledge this Policy and affirm that such person has read, understood, and agreed to its provisions in such form as set forth on Exhibit A annexed hereto:

 

[Remainder of Page Intentionally Left Blank] 

 

 

 

 

 

Document Retention Policy 5

EXHIBIT A

 

 

RECORD RETENTION POLICY ACKNOWLEDGEMENT

 

Directors, Officers and Board Committee Members of Cleveland Psychological Association, Inc.

 

 

 

I, _______________________________, the undersigned director, officer or board committee member of Cleveland Psychological Association, Inc. (the “Association) hereby affirm that:

 

  1. I have received a copy of the Association’s Record Retention Policy (the “Policy”);

 

  1. I have read and understand the Policy; and

 

  1. I agree to comply with the Policy.

 

 

 

 

Dated: _______________________  By: __________________________________ Name

 

 

 

 

 

 

 

RESOLUTION OF THE BOARD OF TRUSTEES OF CLEVELAND PSYCHOLOGICAL ASSOCIATION, INC.

 

_______________, 2018

 

 

The Board of Directors (“Board”) of Cleveland Psychological Association, Inc., an Ohio nonprofit corporation (the “Association”), by  a vote of not less than a majority of Board members present at a duly called and held meeting of the Board on the date first written above, and pursuant to the Code of Regulations and By-Laws of the Association and Chapter 1702 of the Ohio Revised Code, do hereby take and adopt the following resolutions. The approving Board members further waive any and all call and notice of the time, place and purpose of the meeting and approve and adopt said resolutions.

 

WHEREAS, the Association, desiring to take steps to encourage the preservation of the Association’s records in compliance with applicable law and law regulating charitable organizations, and encourage the observation in its activities of high standards of business and personal ethics, has been presented with a Conflict of Interest Policy, a Document Retention Policy, and a Whistleblower Policy (collectively, the “Policies”) for approval by the Board, such Policies as set forth on Exhibit A attached hereto.  

 

WHEREAS, the Board, having had an opportunity to review the Policies, to make reasonable inquiry, and to assess the Association’s current practices in light of the Policies, desires to take such action as may be necessary to preserve the Association’s records, and uphold ethical standards, including by adopting the Policies.

 

NOW THEREFORE BE IT RESOLVED, that the Board hereby approves the Policies (in the form as set forth on Exhibit A attached hereto) as the Policies of the Association and as statements to be attested by all directors, officers and members of the Association.

 

FURTHER RESOLVED, that the Board and any proper officer of the Association be, and each of them individually hereby is, authorized, empowered and directed to take all other action that may be necessary or advisable to carry out the intent of the foregoing resolutions.

 

[Signature Page to Follow]

 

 

 

 

 

 EXECUTED as of this ___ day of ___________, 2018.

 

 

Sign: _____________________________

 

Print: _____________________________

 

Title: _____________________________

 

 

 

 

CERTIFICATION

 

The undersigned does hereby certify that I am the duly elected Secretary of Cleveland Psychological Association, Inc. (“Association”), and that the foregoing is a true and correct copy of the resolution, which was adopted by not less than a majority of the members of the Board of the Association present at a meeting called and held on the __ day of _____________, 2018 in compliance with Ohio state law and the Code of Regulations and By-Laws of the Association.

 

 

IN WITNESS WHEREOF, I have subscribed my name as Secretary of Cleveland Psychological Association, Inc. on this ____ day of ______________, 2018.

 

 

 

 

_____________________________ Secretary

 

 

 

 

 

WHISTLEBLOWER POLICY OF CLEVELAND PSYCHOLOGICAL ASSOCIATION, INC.

 

 

 

  1. Purpose. Cleveland Psychological Association, Inc. (the “Association”) requires directors, officers, members, committee members and any employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities and to comply with all applicable laws, regulations and Association policies. The purpose of this Whistleblower Policy (the “Policy”) is to establish policies and procedures of the Association with respect to violations of the foregoing.  The Policy is intended to supplement, and in no way repeal or replace, member disciplinary policies and procedures set forth in the Code of Regulations of the Association (the “Member Discipline Policies”).  Where a conflict exists between this Policy and the Member Discipline Policies, the Member Discipline Policies shall control.

 

  1. Reporting. The Association has an “open door policy” and encourages directors, officers, members, board members, committee members, volunteers and employees to share their questions, concerns, suggestions or complaints regarding the organization and its operations with someone who can address them. In most cases, concerns should be presented to the President of the Board.  However, if the person having the concern is not comfortable speaking with the Board President, he or she may directly contact the organization’s outside legal counsel or other third-party compliance officer, as the same may be designated by a majority vote of the Board of Directors of the Association from time to time, and as set forth on Exhibit A attached hereto, as the same may be updated from time to time.

 

  1. No Retaliation. The Whistleblower Policy is intended to encourage and enable persons to raise serious concerns within the Association prior to seeking resolution outside the organization. No director, officer, member, board member, committee member, volunteer or employee who in good faith reports a violation of a law or regulation shall suffer harassment or retaliation or adverse employment consequence.   Any director, officer, member, board member, committee member, volunteer or employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including removal or termination, as applicable.  Any allegation that proves to be false or unsubstantiated, and which proves to have been made maliciously or with knowledge of its falsity, will be viewed as a serious offense requiring disciplinary action.

 

  1. Appointment of an investigative officer. The Board President shall immediately appoint a qualified investigating officer upon receipt of any complaint, report or inquiry alleging illegal activity or serious violation of the Association’s policies. If the Board President is implicated in the complaint, report or inquiry, the organization’s outside legal counsel will appoint the investigative officer. 

 

  1. Confidentiality. Every effort will be made to keep complaints, reports or inquiries made under this policy confidential, however, in a small organization anonymity cannot be guaranteed.

 

  1. Handling of Reported Violations. The Investigative Officer will notify the person who made the complaint, report or inquiry and acknowledge receipt of the reported violation or suspected violation within five (5) business days. All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation.

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

Whistleblower Policy

 

EXHIBIT A

 

 

WHISTLEBLOWER POLICY

 

Designated Compliance Officer or Outside Legal Counsel

 

 

Date of this Exhibit: ____________ __, 2018

 

Outside legal Counsel: Matthew P. Yourkvitch Moore Yourkvitch & Dibo 4600 Euclid Avenue, Suite 410 Cleveland, Ohio 44103 Telephone (216) 367-1330   mpy@gomylaw.com

 

Designated Compliance Officer:

 

NONE