ARTICLE I: NAME
The name of the organization shall be The Colorado Neuropsychological Society, (CNS), a professional and nonprofit organization.
ARTICLE II: OBJECTIVES
The purpose of the Society shall be to:
- Foster the development of neuropsychology as a discipline, science, and profession through meetings, workshops, research, and dissemination of findings.
- Foster and maintain high standards of care in the best interests of the patient/client.
- Promote interdisciplinary and interprofessional cooperation.
- Join with other professional groups to exchange information and further the preceding goals.
As an organization established under Section 501(c)(6) of the Internal Revenue Code (business leagues), CNS is allowed to engage in lobbying to enhance the common interests of Society Members. Members of the Society must be notified of the percentage of dues utilized for lobbying.
ARTICLE III: MEMBERSHIP
SECTION 1: Membership in the CNS is open to professionals and students in disciplines with a significant proportion of their activities devoted to neuropsychology or closely related fields. Eligible persons will be evaluated for membership by the Executive Board. Any member may recommend individuals to the Executive Board for consideration. Applicants should have the endorsement (sponsorship) of one current member in good standing of the organization. Applicants will be advised promptly as to the action taken, and membership will become official upon payment of dues. All applicants and members of CNS will be expected to adhere to the ethical principles of their respective disciplines and to the Standards of Ethical Conduct of the American Psychological Association.
SECTION 2: Classes of Membership
- Full Membership shall be open to all individuals who agree with the purposes and objectives of CNS and who meet the following four requirements:
- Demonstrate evidence of appropriate education, training, and experience in neuropsychology at or beyond the doctoral level, and are involved in teaching, research or clinical practice in neuropsychology or closely related fields, or other activities pertinent to the development and advancement of neuropsychology.
- Members in good standing of organizations representing their primary discipline (i.e., American Psychology Association, International Neuropsychological Society, National Academy of Neuropsychology, American Psychiatric Association, etc.).
- Active professionals interested in neuropsychology and neuropsychological disorders.
- Have been granted a state or provincial license to practice psychology and/or clinical neuropsychology independently.
Only Full Members shall have voting privileges in the organization.
- Associate Membership is open to all individuals who do not meet all of the professional requirements for full membership, but whose credentials otherwise are acceptable to the Executive Board. Associate members may serve on designated committees, but not hold
office in the organization.
- Student Membership is open to all individuals who are enrolled in a program of study leading to a master’s or doctoral degree in neuropsychology or a related field. Student status carries with it no voting privileges.
- Charter Membership is open to all members who donated founding funds, and who joined the Society on or before May 1, 1992.
- Membership Status can and should be changed, when the status of a member changes. Membership status is changed by indicating, in writing, the justification for such change to the Secretary-Treasurer of the Colorado Neuropsychological Society. The request for a change in status is to be presented by the Secretary-Treasurer to the Executive Board at the next scheduled meeting. The Board is to evaluate and vote on this change. The Secretary- Treasurer will notify the member upon the decision of the Board. CNS members are required to pay dues appropriate to their status at the time of the next dues statement.
SECTION 3: Dues. CNS will charge membership dues annually. The amount of annual dues of membership and penalties for late payment, if any, shall be determined by the membership at the annual meeting upon recommendation of the Executive Board. The dues amounts set in effect by this article shall remain until changed by vote of a majority of the members voting. Dues will be collected between November 1 and December 31 of each year. A member failing to pay dues by December 31 of the following year shall be considered to have resigned. A member dropped for non-payment of dues who subsequently applies for reinstatement is required to pay the total amount in arrears to renew membership in good standing.
a. Full membership: Fifty (50) Dollars per year
b. Associate membership: Thirty (30) Dollars per year
c. Student membership: Fifteen (15) Dollars per year
SECTION 4: Sanctions. Any member may be suspended for a specified period of time or expelled from the CNS for conduct which in any way tends to injure CNS or to affect adversely its reputation or which is contrary to or destructive of its stated purpose and objectives. Causes for suspension or expulsion include, but are not limited to: Violation of the bylaws or professional rules of conduct of the organization; Moral turpitude or conviction for criminal or other serious legal offenses; Public conduct prejudicial to the best interest of CNS; Representation of membership in CNS as certification of one’s qualifications as a neuropsychologist; or, Substantial misrepresentation on the membership application form.
Suspension or expulsion shall require majority vote of the Executive Board. A statement of charges will have been mailed (by registered mail) to the last known address of the member so charged at least 15 days prior to the action of the Standards of Practice Committee. The statement will include a notice of the time and place where the Standards of Practice Committee will meet to take action on the charge. The member so charged will have, at that time and place, an opportunity to present his or her defense.
SECTION 5: Resignation. Any member of the Organization may at any time resign membership upon tendering resignation in writing to the President or Secretary of CNS. Such resignation shall be effective upon receipt.
ARTICLE IV: EXECUTIVE BOARD
SECTION 1: Composition. Executive Board shall consist of the elected officers including the President, Past-President, President-Elect, Secretary-Treasurer, and Secretary-Treasurer-Elect. A non-voting Student Representative also may serve on the Executive Board. Only the immediate Past-President may serve as a voting member of the Board, and other Past-Presidents may serve as honorary, non-voting members of the Executive Board, except no more than two Past-Presidents may participate in such meetings.
SECTION 2: Purpose. Executive Board shall have responsibility for the general supervision of the affairs of the Society.
SECTION 3: Powers. Without prejudice to the general powers confirmed by the last preceding clause, and the other powers conferred by the constitution and these bylaws, it is hereby expressly declared the Executive Board shall have the following powers:
- From time-to-time, to make and change rules and regulations, not inconsistent with these bylaws for the management of the Society’s business and affairs.
- To purchase or otherwise obtain for the Society any property rights or privileges which the association is authorized to acquire, at such price and on such terms and conditions and for such consideration as they shall, from time-to time, see fit.
- At their discretion, to pay for any property or rights acquired by the Society, either wholly or partly in money or other securities of the Society.
- To appoint and at their discretion, to remove and suspend such subordinate officers, agents, or servants as they may, from time-to-time, think fit and determine their duties.
- To confer, by resolution, upon any appointed officer of the Society, the power to choose, remove, or suspend such subordinate officers or agents.
- To appoint any person or persons to accept and hold in trust for the Society any property belonging to the Society or in which it is interested, or for any other purpose, and to execute and do all duties and things as shall be requisite in relation to any such trust.
- To determine who shall be authorized on the Society’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents.
- From time-to-time, provide for the management of the affairs of the Society, at home or abroad, in any manner as they see fit, and in particular, from time-to-time, to delegate any of the powers of the Board in the course of the current business of the Society to any
standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Society, with such powers and upon such terms as may be deemed fit.
- No Executive Board Member may have more than one vote, regardless of positions held.
SECTION 4: Meetings. Regular meetings of the Executive Board shall be held without notice immediately following the Annual Meeting of Members, or at such other times or places as the Executive Board shall determine. At the first meeting after each election of officers, the Board shall install the newly elected officers and Board Members elected by the members pursuant to these bylaws. At least a majority of the officers and Board Members shall be necessary at all meetings to constitute a quorum for the transactions of any business. Special meetings or phone conferences of the Board may be called by the President on five (5) days notice to each officer, either personally, or by mail or telephone. Special meetings may be called in like manner and upon like notice on the written request of a majority of the Executive Board. Special meetings shall be held at such places as the Board may determine.
SECTION 5: Limitations. A quorum of the Executive Board shall not consist of persons affiliated with any single business organization.
SECTION 6: Required Attendance of Officers. Non-approved absences of more than two consecutive official meetings may result in removal from office. In such cases, officers-elect and runners-up will be considered for filling the vacancy.
SECTION 7: Member Petition. The Board shall give formal consideration on any petitions brought to it by twenty-five (25) percent of the membership. Such consideration shall be given at meeting of the Board following the presentation of the petition.
ARTICLE V: OFFICERS
SECTION 1: Officers are President, President-Elect, Past-President, Secretary-Treasurer, Secretary-Treasurer-Elect, and Student Representative.
SECTION 2: The President, President-Elect, and Past-President each shall serve a one year term of office. The Secretary-Treasurer and Secretary-Treasurer-Elect shall each serve a one year term of office. The Student Representative shall serve a one year term of office. During the year prior to assuming office, the President-Elect and the Secretary-Treasurer-Elect shall endeavor to become familiar with the duties of their office-elect by maintaining a close working relationship with the incumbent office holders. A term of office is defined as the period between the installation of an officer at the Board meeting held during the Annual Meeting of the Society’s membership, and the installation of the successor of that officer. No officer may succeed himself/herself except by election of the general membership. Only professional members in good standing shall be eligible to hold office.
SECTION 3: Qualification for Office. Any voting member of the Society in good standing shall be eligible for nomination and election to any elective office.
SECTION 4: Duties of Officers. Only neuropsychologists shall be nominated and elected to the office of the President. The President presides at and schedules meetings of the Executive Board, the Annual Meeting of the Society, and any special meetings that may be called. The President, after consultation with two other elected officers, shall prepare the agendas for said meetings. The President may make nominations for approval by the Executive Board of any appointed position which must be filled, except as otherwise stated. The President shall be responsible in all matters, stated or implied, that are related to the welfare, stature, and proper operation of the Society. The President shall perform such other duties as are necessarily incident to the office of President or as may be described by the Executive Board. The President shall have authority to appoint members to fill Executive Board vacancies which occur between elections. These appointments shall be subject to approval by majority vote of the Executive Board, and the Chair of the Standards of Practice Committee, and a non-voting member ex officio of all committees. As an ex officio member, the President may or may not attend all committee meetings, at the President’s discretion.
SECTION 6: President-Elect. In the President’s absence at any meeting except the Executive Board meeting during the Annual Meeting, the President-Elect shall preside. In case of absence, disability, or resignation of the President, the President-Elect shall perform the duties of the President. The President- Elect shall work as closely as possible with the President on all executive matters. The President-Elect
shall be a voting member of the Executive Board.
SECTION 7: Past-President. The Past-President shall preside at the Executive Board meeting during the Annual Meeting in the absence of the President, and at all meetings in the absence of both the President and the President-Elect.
SECTION 8: Secretary-Treasurer. The Secretary-Treasurer is responsible for the receipt, custody and disbursement of all funds and securities of the Society. The Secretary-Treasurer shall make a written and oral report of the financial condition of the Society to the Executive Board and to the general membership at the Annual Meeting. The Secretary-Treasurer shall submit to the President a bi-annual financial report, detailing monies received and expended. The Secretary-Treasurer shall keep the minutes of all meetings. The minutes of each meeting must be mailed to the members of the Executive Board within one month thereafter. Such duties of the Secretary-Treasurer as may be approved by the Executive Board may be delegated to the Secretary-Treasurer-Elect or to another member of the Executive Board, as necessary. The Secretary-Treasurer shall be responsible for recording minutes of all Executive Board meetings. The Secretary-Treasurer shall be custodian of all Society monies and shall represent the Society in ensuring the receipt and expenditures of funds are in accordance with the directives established by the Executive Board. The Secretary-Treasurer at the direction of the Executive Board shall prepare a budget and shall submit a written report to the Executive Board members at least 15 days prior to the semi-annual Executive Board meetings. A financial report covering the preceding year shall be presented to the membership at each Annual Meeting. The Executive Board may request an external audit when deemed necessary. The Secretary-Treasurer shall be a voting member of the Executive Board.
SECTION 9: Student Representative. The Student Representative is a non-voting member of the Executive Board. The Student Representative is responsible for sharing student member interests with the Executive Board.
ARTICLE VI: COMPENSATION AND REIMBURSEMENT OF OFFICERS
No Executive Board member, officer, or committee member shall receive compensation for services rendered in that capacity; however, appropriate out of pocket expenses may be reimbursed with the approval of a majority of the Executive Board.
ARTICLE VII: MEETINGS OF THE MEMBERSHIP
SECTION 1: Annual Meeting. There shall be an Annual Meeting of the members. The Executive Board shall select the exact date and location of this annual event and shall notify the membership at least 60 days in advance of the meeting. The purpose of the meeting shall be to announce new officers, to receive reports from officers and committees, and to conduct any other business that may arise.
SECTION 2: Special Membership Meeting. Special meetings of the members shall be called by the President and shall be called at the request, in writing to the President, of the majority of the Executive Board, or by the written request of 25 percent of the membership, upon 15 days written notice sent to each member.
SECTION 3: At the Annual Meeting, members may introduce resolutions to be considered by the Executive Board. Upon receiving a majority vote of the general membership present, the resolution will be forwarded to the Executive Board for consideration.
SECTION 4: Members of the Society may attend any meeting of the Executive Board, except those specifically designated as executive sessions, but they may participate in the meeting only if specifically invited to do so by the Chair. The Chair of the Executive Board shall
ARTICLE IX: AMENDMENTS TO CONSTITUTION AND BYLAWS
Constitution and Bylaws of this Society may be amended by a majority of votes received at any Annual Meeting, or upon notice at any special meeting held for that purpose. The Executive Board by the affirmative vote of a majority of its members may amend this constitution on an interim basis at any regular special meeting of the Executive Board, provided that notice of the proposed amendment and the nature thereof has been given to each Executive Board member. Any such amendment shall not become permanently valid until ratified by a majority of the voting members voting by a mailed ballot mailed within ninety (90) days of the Executive Board’s vote.
ARTICLE X: VACANCIES, APPOINTMENTS, NOMINATIONS, AND ELECTIONS
SECTION 1: Vacancies. If the office of President-Elect becomes vacant, a special election shall be held and a successful candidate shall be installed as President or President-Elect as the case may be, within three months of when the vacancy occurs. If the office of Secretary-Treasurer-Elect becomes vacant, a special election will be held and a successful candidate shall be installed as Secretary-Treasurer or Secretary-Treasurer-Elect, as the case may be within three months of when the vacancy occurs.
SECTION 2: Appointments. Any Executive Board member who resigns or is absent from three regular meetings of the Board in a given fiscal year without good cause and sufficient reason, in the judgement of the Board, may be regarded as having terminated his/her Board membership and shall be so notified. In the event of unavailability or absenteeism of the Past-President, the Executive Board may, at its
discretion, ask the next most recent Past-President to fill that vacancy. In the case of all other members of the Board, the Board is empowered to fill the vacancy with the candidate who has the next highest vote in the last election held for that office. If the vacancy cannot be filled in this manner, the Executive Board is empowered to appoint a replacement to fill the vacancy until the next general election. At the next general election, the vacancy will be filled by regular election procedures.
SECTION 3: Nomination and Election Procedures. Election procedures are the responsibility of the Executive Board. Nominations shall be made to the current CNS President. Email or another electronic system will be used to cast votes and a simple plurality system shall be used for election. A membership roster shall be made available to each member prior to nominations and elections of each year.
ARTICLE XI: DISTRIBUTION OF ASSETS ON DISSOLUTION
In the event of the termination, dissolution, or the completion of the affairs of the Society in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to one or more organizations described in Section 501(c)(6) of the Internal Revenue Code, or at the discretion of the Executive Board.
ARTICLE XII: LIMITATIONS OF LIABILITY AND INDEMNIFICATION
SECTION 1: Nothing herein shall constitute members of the Society as partners in joint ventures for any purpose. No member, officer, Board member, employee, or member of the Society shall be liable for his/her act or failure to act or for the act or failure to act by any other member, officer, Board member, employee, or member of the Society.
SECTION 2: The Society shall indemnify and save harmless any officer, Board member, employee, or committee member from any claims (and expenses, including attorney’s fees, reasonably incurred in connection with opposing or defending against any claims) arising out of or pertaining to any act or omission of such person on behalf of the Society, except in the event of criminal, wanton, or grossly negligent conduct; provided such officer, Board member, employee, committee member, or general member gives prompt written notice to the Society of the assertion of any such claim and cooperates with the Society and its insurer(s) in any opposing and defending such claim.
SECTION 3: Executive Board may, by majority vote of the officers not involved in the matter, indemnify and save harmless any officer, Board member, employee, committee member, or general member from any and all claims (and any expenses reasonably incurred in connection with the defense of any claim) arising out of pertaining to any act or omission of such person while acting on behalf of the Society if such person acted in good faith, was not opposed to the best interest of the Society, and its members, and reasonably believed he/she was not violating any criminal law; provided such officer, director, employee,
committee member, gives prompt written notice for any such claims to the Society and cooperates with the Society in opposing and defending such claims.
SECTION 4: The Society irrevocably waives any claims it may have against any officers or Board members for damages to the Society arising out of or pertaining to any act or omission of such persons except those claims arising out of or pertaining to the intentional doing of an unlawful act by such persons. The foregoing rights of indemnification shall not be exclusive to any other rights to which he/she may be entitled as a matter of law or by agreement, bylaws or otherwise. Any indemnification, however, shall not exceed the monetary limits of any insurance policy, if any, carried for such purposes by the Society regardless of the absolute monetary amount incurred by an individual officer, Board member, employee, or member engaged in Society business.
ARTICLE XIII: COMMITTEES
The Committees of the Society shall consist of such specific Ad Hoc Committees as herein designated and such special committees as are appointed by the President after the Executive Board has deemed it necessary.
The terms of the members of the ad hoc committee shall be variable, depending on the needs of the committee at that time. Committees ordinarily will consist of the Chair and four other members to establish an odd number of members to succeed themselves as often as desired. In the case of resignation or death, a committee member or Chairperson may be replaced by the President or another Executive Board member. Committee members must be members of the Society. At the discretion of the Executive Board, and subsequent to a unanimous vote of the Board, the designated Chairs of each ad hoc committee may be reassigned during any one calendar year in order to best meet the leadership needs of the organization.
ARTICLE XIV: LOSS OF MEMBERSHIP, GOOD STANDING, AND REINSTATEMENT
Any member of the Society may be dropped from good standing for acts of non-professional conduct or non-payment of dues, which is considered by the general membership to be contrary or detrimental to the professional objectives of the Society, or for violations of ethical standards of either the American Psychological Association, the Colorado Psychological Association, or other allied or similar professional groups. Members who are not in good standing because of non-professional conduct shall be eligible for reinstatement upon written request to the Executive Board, and by approval of two-thirds of the Board. Members not in good standing because of non-payment of dues shall be eligible for reinstatement upon payment of all dues in arrears.