The
BYLAWS
RI Corporate ID 37-1514707
Mission Statement
The Rhode
Island School Psychologists Association is the professional organization of
school psychologist whose purposes are:
To promote the professional
development of its members and to advocate for optimal educational experiences
and mental health for all children in collaboration with schools, families, and
communities.
Article I. Name
The organization
shall be called the Rhode Island School Psychologists Association. The Rhode Island School Psychologist Association,
Incorporated (RISPA) is a professional organization of school psychologists.
RISPA is an affiliate member of the National Association of School Psychologist
(NASP), which is located in Bethesda, MD.
Article II. Purpose
The Rhode Island School
Psychologists Association is organized exclusively for the charitable purpose
of promoting the professional development of its members and to advocate for
optimal educational experience and mental health for all children in
collaboration with schools, families and communities. The Rhode Island School
Psychologists Association is also organized to make distributions to
organizations under section 504(c) (6) purposes of the Internal Revenue Code
(or corresponding section of any future Federal Tax code).
No part of the Rhode Island
School Psychologists Association net earnings shall inure to the benefit of, or
to its members, trustees, directors, officers or other private persons, except
that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of section 504(c) (6) purposes.
No substantial part of activities of the Rhode Island School
Psychologists Association shall be the carrying of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not participate
in, or intervene in (including the publishing or distribution of statements)
any political campaign on behalf of or in opposition to any candidate for
public office.
Notwithstanding any other
provision of these articles, the Rhode Island School Psychologists Association
shall not carry on any other activities not permitted to be carried on (a) by a
corporation/organization exempt from Federal income tax under section 504 (c) (6)
of the Internal Revenue Code (or corresponding section of any future Federal
tax code) or (b) by a corporation/organization, contributions to which are
deductible under section 170 (c) (2) of the Internal Revenue Code(or
corresponding section of any future Federal tax code).
Upon dissolution of the
Rhode Island School Psychologists Association assets shall be distributed for
one or more exempt purposes within the meaning of section 504 (c) (6) of the
Internal Revenue Service Code or
corresponding section of any future Federal tax code, or shall be distributed
to the Federal Government or to a state or local government for public
purposes.
Article III. Location
Section 1. Location
The location shall be
determined by the Executive Board.
Section2. Mailing address
The organization’s principal
mailing address shall be: PO Box 7083, Warwick, Rhode Island, 02887. Other offices for the transaction of RISPA
business shall be located at such places as the Executive Board may, from time
to time, determine.
Article IV. Membership
Section 1. Membership
Categories:
There shall be five (5)
categories of membership in the Association:
a.)A person holding a provisional, professional, or life
certification as a School Psychologist in Rhode Island.
b.)Those
trained as a School Psychologist, but currently functioning as a consultant or
supervisor of school psychological services, or engaged in training of school
psychologists at a college or university.
Section 2. Privileges
a.) Members shall have all rights and privileges
of the Association.
b.) Associate members shall have all the rights
and privileges of the
Association
except the right to vote and to hold office on the Executive Board.
Section 3. Membership in
the Association shall not be used as an endorsement of professional competence.
Section 4. All RISPA members are free to attend Executive Board
meetings.
Section 5. Applications
for membership shall be submitted to the Treasure accompanied by payment of
dues for the current year.
Section 6. A member may resign at any time, without question,
by so notifying the Board or by nonpayment of dues.
Article V. Code of Ethics
Section 1. Ethical
Standards
The members of the
Association shall abide by the Principles for
Professional Ethics of the National Association of School Psychologists.
Section 2. Representation
No member shall represent
RISPA without Board approval.
Section 3.
Confidentiality
The RISPA membership data is
only to be used with Board approval for RISPA business only. Permission for use by individual members
will be required for any other purpose.
Section 4. Suspension
The Executive Board may
suspend a member for conduct detrimental to the Association’s stated aims or in
violations of the NASP Principles for Professional Ethics. This action
may be taken once a person has been investigated and found in violation of the NASP
Principles.
Section 5. Appeal of
Suspension
A person suspended from
membership may appeal the suspension. The person seeking the appeal has thirty
(30) days from the date of suspension to notify the Executive Board, in
writing, of the intention to appeal membership suspension. The President will
respond and notify the person of a date and time for the appeal. Two thirds
vote of the executive board is required in order to reverse a suspension.
Section 6.Conflict of
Interest All Board Members and Officers of the
organization shall abide by the Conflict of Interests statement in Appendix 1
of the bylaws.
Article VI. Finances
Section 1. Fiscal year
The fiscal year of the
Association shall be established by the Executive Board.
Section 2. Dues The annual dues shall be determined by the Executive
Board.
Section 3. Dues shall be payable upon receipt of the annual
dues statement. Annual dues shall be
determined by Membership category. The
Executive Board will publish the annual dues schedule in the newsletter as
determined by Executive Board vote. The requirements for any category of
membership may be waived in whole or part by the Executive Board.
Section 4.Annual Budget The Executive Board, upon the recommendation
of the Treasurer, shall present an annual budget to the membership for
adoption.
Section 5. Fiscal responsibility No member of the
Association shall contract, or cause to be made in the name of the Association,
any debt for any nature whatsoever without the specific and proper
authorization of the Executive Board.
Section 6.
Expenses
All Board approved
expenses shall be reimbursed upon presentation to the Treasurer with an
original, dated receipt.
Section 7.Fiscal audit A regular examination and report of the
financial records of the Association shall be conducted on an annual basis.
Article VII. Meetings of the
Association
Section 1.Business
Meeting There shall be at least one
business meeting per year, to be held at a time and place determined by the
Executive Board.
Section 2. Annual Meeting
of the Association A meeting of officers for annual reports,
and for the transaction of Association business shall be held on a date to be
determined by the Executive Board. Twenty percent (20%) of current members
shall constitute a quorum for the annual Association Business meetings.
Section 3. Quorum
A.
At any general meeting twenty percent (20%) of the voting membership shall
constitute a quorum for the transaction of business.
Section 4. Number of
Meetings
There shall be ten meetings
a year during the academic school year, and summer meetings if called by the
president.
Article VIII. Officers
Section
1. Elected Officers. The Elected officers of the Association shall
be President, President Elect, Secretary, and Treasurer, elected at the annual
meeting of the Association.
Section 2. Eligibility
for Elected Office Officers shall be
elected from the Regular (Professional) or Retired categories and shall be
members in good standing who have been Board members for at least one
year. No more than one position may be a
Retired member.
Section 3.
Terms Each officer shall preside for a two
year term with the exception of the President-Elect, whose term shall be
for one year. This term is to be served
on the second year of the term of the slate of officers holding office. No officer shall hold the same office for
more than one consecutive term.
Article IX.
Duties
Section1. Responsibilities When a leadership role in the organization is taken,
the officeholder should be familiar with the roles, duties, and
responsibilities of the position that is held.
Section 2. Duties of the Executive Board. The Executive Board shall formulate the policies of
the Association and recommend them to the general membership. It shall implement procedures designed to
carry out the goals of the Association.
Section 3. Officers
Duties The responsibilities of the officers shall be:
President
Ø
Preside at all board and annual
meetings
Ø
Appoint all special committees
Ø
Represent RISPA at the Northeast Regional Conferences
Ø
Represent RISPA at the NASP Convention
and Leadership meetings
Ø
Write a President’s letter for the
newsletter
Ø
Preside at RISPA sponsored conferences
Ø
Be responsible for the overall
functioning of the Association
President Elect
Ø
Assume the duties of the President when
necessary
Ø
Attend the annual NASP Convention and
Leadership meetings whenever possible
Ø
Assume the Presidency following his/her
term as President Elect
Treasurer
Ø
Collect annual dues from the membership
Ø
Handle all money realized from
conferences unless relieved by a Special Project Treasurer as appointed by the
Executive Board
Ø
Provide payment for all original
receipts presented that the board has approved
Ø
Maintain original invoice or receipt
for all expenses paid out
Ø
Present written receipts,
disbursements, income, and checking and saving balances at Board meetings
Ø
Collect dues and payments for
conferences
Ø
Publish an annual report in the
newsletter
Ø
Subject finances to an internal audit
by the Executive Board or an independent audit, as determined by the Board
Ø
Secure the services of an accountant to
file a tax return
Recording Secretary
Ø
Maintain minutes of all meetings
Ø
Maintain an attendance record of
meetings
Ø
Maintain the corrected minutes from all
Board meetings
Ø
Maintain access to all governing
documents of the organization
Ø
Maintain a list of current members as
well as current committees and committee membership
Ø
Maintain a file of committee reports
Ø
Maintain and distribute an up-to-date list of Board members, their phone numbers and
e-mail addresses Shall be responsible for all correspondence of the Association
Ø
Shall
be responsible for all correspondence of the Association and Maintain a
copy of all official RISPA correspondence received and sent
Article X. The Executive Board and Their Duties
Section 1. The Executive
Board The Executive Board shall consist of the
President, President Elect, Secretary, Treasurer, NASP Delegate, Past
Presidents and Committee Chairpersons.
Section 2. Board Members Board members
shall consist of RISPA members in good standing who have attended three of the
past six Association meetings. Those who wish to join
the Board as a voting member must be a current professional school psychologist
and a member of the Association. They must attend at least three (3) Board
meetings a year, participate on a committee, and submit a written
request to the Board to be included on the Board. Membership as a Board member will expire
after six consecutive meetings.
Section 3. Leave of
Absences A leave of absence may be
granted by the Board upon written request.
Section 4.
Responsibilities All obligations of the Association shall be
authorized by the Executive Board.
Article XI. Committees and their
Duties
Section
1. Special Committees
o Appointed
by the President in consultation with the Board as needed from time to time for
a period of one year.
These committees shall
consist of, but not be limited to:
Membership
Ø
Maintain all membership up-to-date
applications
Ø
Provide the newsletter editor and
committee chairs with the most current list of members for mailings
Ø
Maintain a list of members who agree to
have their names published on the RISPA.org
website
Ø
Maintain monthly contact with webmaster
to ensure that website is kept up-to-date
Newsletter Editor
Ø
Publish a Newsletter at least three (3)
times a year
Ø
Maintains a current list of state
newsletter editors
Ø
Sends newsletter to all current members
and all state newsletter editors
Ø
Include the annual budget of the
organization at least once a year
Ø
Print a copy of the bylaws once every
two years
Webmaster
Ø
Develop and maintain a
website for the benefit of the membership
Ø
Update RISPA website in response to membership needs
Ø
Maintain and protect website account information
Ø
Keep site current by checking links for accuracy and updating site
on a at least bi-monthly basis
Conference
Committee
Ø
Generate
a list of speakers to be presented to the Board
Ø
Contact
and secure speakers for conferences
Ø
Secure
location for event and all necessities such as food, A-V equipment, room
reservations, etc.
Ø
Arrange
for all flyers, folders, CEU’s,
handouts, and announcements for
website RISPA.org and newsletter RISPA
Quarterly
Ø
Arrange
for registration at the conference
Ø
Provide
the President with the biographical introduction for the speaker
Ø
Maintain
an updated procedural manual, including,
but not limited to:
forms
used, information on meetings, past
reports, future recommendations etc.
Ø
Providing a written report of its work
to the Board as its responsibilities are completed
Article XII. Elections and Vacancies
Section 1. Nomination
Committee
The President shall appoint
a nominating committee. The chair shall be a Past
President. This committee shall consist of at least three members and a
chair, who shall submit a slate of officers to the Board.
Section 2. Nominations Nominations
for an office will be accepted from any current Association member. A nominee must be a current member who has
attended at least three Board meetings in the past twelve (12) months. Independent nominations must be made in
writing. The signature of five current
Association members is required for each independent nomination. These names will be included in the slate to
the Nominating Committee of the Executive Board. The names of all nominees
submitted in writing along with the slate presented to the Board by the
Nominating committee, if different, will be presented to the general membership
for a vote. They shall be received by a
date specified in the newsletter.
Section 3. Slate of
Candidates The nominating committee shall present a slate of
candidates at a Board meeting two months before the annual meeting. This slate
shall be published in the newsletter at least one month before the annual board
meeting with a short biographical write-up for each
candidate. The slate shall be sent in writing to all members of the Association
and shall be presented at the annual meeting for the approval of the membership.
Section 4. Elections
Elections shall be held
every two years.
Article XIII. Amendments
Section 1. Proposal
Amendments to the bylaws may
be proposed by:
a.) The Executive Board on its own initiative or
b.) The Executive Board upon written petition of
at least five per cent (5%) of the
membership.
Section 2.Voting
a.)
Proposed amendments shall be submitted to a vote of the general membership at
an annual meeting. It will be adopted or
rejected in accordance with the expressed view of two thirds (2/3) of the
members voting when a quorum has been
established. Paper
ballots may be used in order to ensure that only the voting membership
participates in the election.
b.)
The vote on the amendment must be tallied and certified by the Executive Board.
Section 3. Adoption of
Amendments
The effective date of the
adopted amendment shall be the date of certification of the vote by the
Executive Board. The Executive Board shall
begin, on that date, effecting an orderly transition to assure a timely
implementation of the amendment.
Article XIV. Effective Date
The bylaws, upon
ratification by its membership, shall become effective immediately.
Adopted _______________________
APPENDIX 1
Conflict of Interest
Section I. Purpose.
The purpose of the conflict of interest policy is to protect
Rhode Island School Psychologists Incorporated interest when it is
contemplating entering into a transaction or arrangement that might benefit the
private interest of an officer or director of the Organization 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 organizations.
Section II.
Definitions
1. Interested Person. Any
director, principal officer, or member of a committee with governing board delegated
powers, who has a direct or indirect financial interest, as defined below, is
an interested person.
2. Financial
Interest. A person has a financial
interest if the person has, directly or indirectly, through business,
investment, or family:
a. An ownership or investment interest in any entity
with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or
with any entity or individual with which the Organization 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
Organization is
negotiating a transaction or arrangement.
Compensation includes direct
and indirect remuneration as well as gifts or favors that are not
insubstantial. A financial interest is not necessarily a conflict of interest.
Under Section III, 1 a person who has a financial interest may have a conflict
of interest only if the appropriate governing board or committee decides that a
conflict of interest exists.
Section III. Procedures
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 disclose all material facts to the directors and members of
committees with governing board delegated powers considering the proposed
transaction or arrangement.
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, he/she shall leave the governing board or committee meeting
while the determination of a conflict of interest is discussed and voted upon.
The remaining board or committee members shall decide if a conflict of interest
exists.
3. Procedures for
Addressing the Conflict of Interest
a. An interested person may make a presentation at the
governing board or committee meeting, but after the presentation, he/she 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 governing board or committee
shall, if appropriate, appoint a disinterested person or committee to
investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board
or committee shall determine whether the Organization 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.
d. If a more advantageous transaction or arrangement is
not reasonably possible under circumstances not producing a conflict of
interest, the governing board or committee shall determine by a majority vote
of the disinterested directors whether the transaction or arrangement is in the
Organization’s best interest, for its own benefit, and whether it is fair and
reasonable. In conformity with the above determination it shall make its
decision as to whether to enter into the transaction or arrangement.
4. Violations of the
Conflicts of Interest Policy
a. If the governing board or committee has reasonable
cause to believe a member has failed to disclose actual or possible conflicts
of interest, it shall inform the member of the basis for such belief and afford
the member an opportunity to explain the
alleged failure to
disclose.
b. If, after hearing the member’s response and after
making further investigation as warranted by the circumstances, the governing
board or committee determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
Section IV.
Records of Proceedings.
The minutes of the governing board and all committees
with board delegated powers shall contain:
a. 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
governing board’s or committee’s decision as to whether a conflict of interest
in fact existed.
b. 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.
Section V. Compensation
a. A voting member of the governing board who receives
compensation, directly or indirectly, from the Organization for services is
precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction
includes compensation matters and who receives compensation, directly or
indirectly, from the Organization for services is precluded from voting on
matters pertaining to that member’s compensation.
c. No voting member of the governing board or any
committee whose jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the Organization, either
individually or collectively, is prohibited from providing information to any
committee regarding compensation.
Section VI. Annual Statements
Each director, principal officer and member of a
committee with governing board delegated powers shall annually sign a statement
which affirms such person:
a. Has received a copy of the conflicts of interest
policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in
order to maintain its federal tax exemption it must engage primarily in
activities which accomplish one or more of its tax-exempt purposes.
Section VII. Periodic Reviews
To ensure the Organization operates in a manner
consistent with charitable purposes and 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 compensation arrangements and benefits are
reasonable, based on competent survey information and the result of arm’s
length bargaining.
b. Whether partnerships, joint ventures, and
arrangements with management organizations conform to the Organization’s
written policies, are properly recorded, reflect reasonable investment or
payments for goods and services, further charitable purposes and do not result
in inurnment, impermissible private benefit or in an excess benefit
transaction.
Section VIII .Use of Outside Experts
When conducting the periodic reviews as provided for
in Article VII, the Organization may, but need not, use outside advisors. If
outside experts are used, their use shall not relieve the governing board of
its responsibility for ensuring periodic reviews are conducted.