Bylaws

Section 1.01 Name of the Organization 

The name of the Organization shall be the American Board of Professional Neuropsychology (ABN) as stated in the articles of Incorporation filed with the State of Vermont, January 1, 1997. ABN is a 501(c)6 organization. 

Section 1.02 Principal Office and Registered Agent.  

The principal office of the organization is the Office of the Executive Director. The registered agent of the organization is Eric M. Knudsen, Langrock, Sperry and Wool, LLP.  The registered agent’s office is PO Box 721 210 College St., Burlington, County of Chittenden, State of Vermont.   

Section 1.03 Other Places of Business.  

The organization may have other offices at such place or places (within or without the State of Vermont) as the Board of Directors may determine from time to time, designate or the business of the organization may require or make desirable.   

Section 2.01 Evaluation 

To develop an evaluative process and conduct examinations to assess the qualifications of individuals seeking board certification in Neuropsychology. 

Section 2.02 Certification 

To grant such certificates in the field of clinical neuropsychology and to maintain a registry of bearers of such certificates. 

Section 2.03 Maintenance of credential 

To develop and monitor compliance with maintenance of credential requirements. 

Section 3.01 Voting members 

The following officers shall constitute the voting members of the Board of Directors: President, President Elect, Past President, Secretary, Treasurer and four separate Members-at Large. These  constitute the voting members of the Board of Directors. Any person may hold two or more offices, except that no person shall hold both offices of President and Secretary, or President Elect and Treasurer. 

The Executive Director and Public Member are non-voting members of the board. Except for the public member and the Executive Director, each director must be a diplomate of the American Board of Professional Neuropsychology in good standing.  

Section 3.02 Additional appointees 

The President may nominate and the Board of Directors may appoint such other officers as it shall deem necessary, including one or more Assistants to the President Elect, one or more Assistant Secretaries, or one or more Assistant Treasurers who shall hold their offices for such terms as shall be determined by the Board of Directors and shall exercise such powers and perform such duties as shall be determined by the Board of Directors.  

Section 3.03 Compensation.  

Unless otherwise stated, Directors shall not receive any compensation for their services, except with the approval of the President and Treasurer. A fixed sum and/or expenses, if any, may be allowed for attendance at any regular or special meetings of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the organization in any other capacity and receiving compensation therefore.   

Section 4.01 President.  

The President shall be chief officer of the organization. Subject only to the authority of the Board of Directors, the President shall have general charge and supervision over, and responsibility for, the business and affairs of the organization. Unless otherwise directed by the Board of Directors, all other officers shall be subject to the authority and supervision of the President. The President may enter into and execute in the name of the organization contracts or other instruments, in the regular course of business or contract or other instrument not in the regular course of business which are authorized, either generally or specifically by the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of President of an organization.   

Section 4.02  President Elect.  

The President Elect shall perform such duties and have such authority as from time to time may be delegated by the President or by the Board of Directors. In the event of the absence, death, inability or refusal to act by the President, the President Elect with the approval of a majority of the Board of Directors, shall perform the duties and be vested with the authority of the President.  

Section 4.03 Treasurer.  

The Treasurer shall have custody of the funds and securities of the organization and shall keep or cause to be kept regular books of account for the organization. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President or the Board of Directors. The Treasurer also oversees the funds for the American College of Professional Neuropsychology (ACPN).  

Section 4.04 Secretary.  

The Secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep or cause to be kept minutes of all meetings of the members and the Board of Directors. The Secretary shall have charge of the seal of the organization. The Secretary shall perform such other duties and possess such other powers as are incident to that office now or are assigned by the President or the Board of Directors.   

Section 4.05 Immediate Past President.  

The Immediate Past President shall perform such duties as requested by the President or by the majority of the Board of Directors.   

Section 4.06 Executive Director.  

The Executive Director shall be a non-voting member of the Executive Board and appointed for a three-year term by the President and ratified by majority vote of the Board of Directors. The Executive Director shall maintain all permanent membership records, compile and distribute directories, respond to correspondence and other duties contracted for by the Board of Directors. The Executive Director shall be directly accountable to the President when the Executive Board is in recess.  

Section 4.07 Public member 

The public member is appointed by the President with the board approval. This person is not associated with the field of neuropsychology and serves in a consultancy capacity, from a public perspective. 

Section 4.08 Members-at-Large.  

The Member at Large shall be a voting member of the Executive Board and is nominated and then voted into the position by the members.  There are four MALs at any given point in time.  The duties of the MAL are as determined by the Board of Directors.  They will often help in various committees, marketing projects, and projects for the associated College.   

Section 5.01 Examination Committee.  

This committee shall be responsible for the review of all applications for membership, conducting examinations. The President, with agreement of a simple majority of the Board of Directors, shall appoint the committee chair. Examination Coordinators, who shall constitute the Examination Committee, shall be appointed by the chair with the approval of the majority of the board. Any vacancy occurring in the committee by death, resignation, withdrawal from membership or otherwise, shall be filled by selection of the chair with approval of the simple majority of the Board of Directors. Members of this committee can be removed for cause at the discretion of the chair and with approval of a simple majority of the Board of Directors.  

Section 5.02 ACPN Committee 

American College of Professional Neuropsychology (ACPN) will have responsibility for developing and maintaining professional development and continuing education activities on behalf of and for the benefit of members of the organization.  The activities of the American College of Professional Neuropsychology shall be an inherent part of the business and financial activities of the organization.   

While membership with the American Board of Professional Neuropsychology is limited to board certified diplomates, students in training, post-doctoral fellows and other non-board certified professionals may apply for affiliate membership with the American College of Professional Neuropsychology.  

ACPN Affiliates, upon payment of annual fee, receive access to professional development activities sponsored by the college including ACPN journals (Applied Neuropsychology-Adult, Applied Neuropsychology-Child), access to ACPN list serve and notice of ongoing ACPN sponsored continuing education activities.  

At the annual membership meeting, The American College of Professional Neuropsychology recognizes select retired diplomates for their distinguished educational and professional contributions via to the field via award of “Emeritus Fellow” status with the College. 

Section 5.03 Additional Committees 

The Board of Directors maintains additional standing committees (e.g., Finance, Professional Practice, Ethics, Diversity, Policy and Planning) and may create additional ad hoc committees or task forces as needed, by resolution of a simple majority of the Directors. It is the prerogative of the committee chair to select committee members subject to approval of the board. Any member of a committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interest of the organization shall be served by such removal. 

Nominations for the Board of Directors other than Secretary and Treasurer will consist of two candidates for each office. One candidate shall be nominated by the board of directors and the other will be an individual who has received the most votes during a call for nominations from the membership. Such a call for nominations will be presented to the members 3 months prior to any scheduled nominating process. If no nominations come from the membership, the board shall select both nominees. Under specific and emergent circumstances, the BOD may ask that only one candidate appear on the ballot for any given office. 

Placement of a single name in nomination shall require a majority vote of the BOD. The consent of each candidate to have their name appear on the ballot shall be obtained.  The slate of candidates selected via this process shall be circulated to the members prior to the election by various means including email notification, newsletter, or sample ballot.  

Section 7.01 Elections 

The Board of Directors shall conduct all elections. These elections shall be staggered so that not more than one-half of the members of the Board of Directors shall change at a given time.  

Officers and Board of Directors shall be elected by the members of the organization upon a majority vote of those members voting. Voting privileges shall be extended only to members of the organization who are in good standing. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. 

Each director shall be elected by the members at the annual meeting or by electronic ballot in a manner specified by the Board of Directors, with the exception of the offices of Secretary and Treasurer, which are appointed by the President, and subject to the approval of the members of the Board of Directors.   Appointment of the Secretary and Treasurer shall occur at the conclusion of each three-year term.   

Section 7.02 Term of Office. 

At the annual meeting of the members, election results shall be announced. The officers of the organization shall assume their offices at the regular annual meeting of the members. If the announcement of officers is not made at such meeting, such announcement shall be made as soon thereafter as is convenient. 

Each officer shall hold office until his successor has been duly elected and qualifies. The terms of office for the President, President Elect and Immediate Past President shall be two years. The terms of office for the Secretary, Treasurer, and Members at Large shall be three years.   

Section 7.03 Term Limits.  

Any Director is limited to 2 terms in any office and 4 terms total among all Director’s positions held. The exception is office of the Executive Director, for which continuity is valued, but the succeeding terms subject to the discretion of the President and approval by the Board of Directors. 

Section 7.04 Removal.  

Any officer elected by the membership or appointed by the President with approval of the Board or Directors, or appointed by the Board of Directors, can be subject to recall vote when in the judgment of the Board of Directors, the interests of the organization would be best served thereby. A vote by a simple majority of the membership or by a resolution passed by two-thirds of the Board of Directors shall constitute removal of the officer.  The website directory reflects current Directors serving, hence also any changes in status.    

Section 7.05 Vacancies.  

Vacancies in the Board of Directors, whether caused by removal, death, mental or physical incapacity, or by any other reason, including vacancies caused by a decision to increase the number of directors, may be filled by the President with the approval of a majority of the remaining Board of Directors.   

Section 8.01 Regular Meeting.  

Regular meetings of the Board of Directors are held monthly typically via remote electronic media. A regular meeting of the Board of Directors shall also be held annually, immediately before or after, and at the same place as the annual members’ meeting to conduct such business as may come before the meeting.  

Section 8.02 Special Meeting.  

A special meeting of the Board of Directors may be called at any time by the President or by a majority of the directors, for any purpose. Such meeting shall be held at such place or electronically as the conveners may determine. Notice of any special meeting of the Board of Directors shall be given to each director.  

Section 8.03 Action without Meeting.  

Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if the action is taken by all members of the Board of Directors.  Action may be done by electronic communication.  

Section 8.04 Quorum.  

At all meetings of the Board of Directors, the presence of a majority of voting board members shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by law, by the Articles of Incorporation or by these by-laws. In the absence of a quorum, a majority of the directors present may adjourn the meeting until a quorum is present. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken.  

Section 9.01 Eligibility.  

Diplomate will be the only class of membership. To be nominated to become a diplomate of the board, the applicant must successfully pass the following stages of the credentialing process, as detailed in the current version of the ABN Applicant Handbook: (a) review of application; (b) review of credentials; (c) multiple choice examination; (d) work sample review and (e) oral examination. 

Section 9.02 Membership Status.  

(a) Active status:   

Membership of the organization are considered active and in good standing if the member’s dues are paid and the member attests to current unrestricted practice licensure and completion of annual requirements for maintenance of credential in neuropsychology.  

(b) Inactive status:  

The membership status of any diplomate who is determined as no longer in good standing with their licensure board is considered as inactive concurrent with the effective date of adverse action by the licensure authority. The member may initiate active membership once the license has been restored to good standing.  The Board of Directors will establish policies and timelines for suspending, terminating and reestablishing member benefits other than voting and office holding which are addressed specifically in these Articles.  

(c) Active retired status:   

Upon retirement from active practice, diplomates in good standing may choose to maintain “active retired” status upon payment of annual dues. Retired diplomates choosing to maintain “active retired” status are no longer required to maintain active professional license to practice in their jurisdiction or to attest to annual maintenance of certification, but continue to receive access to professional journals published by American College of Professional Neuropsychology, may vote in ABN elections, and may serve on ABN committees or hold an elected ABN office.   

(d) Retired – inactive status: 

Retired diplomates choosing not to maintain membership will be listed as retired-inactive.  

Section 9.03 Termination of Membership. 

The Board of Directors, by affirmative vote of two-thirds of the members of the Board of Directors, may suspend or expel a member for cause after an appropriate hearing.       

No member will be expelled or suspended, and no membership or memberships will be terminated or suspended unless:  

• Not less than 15 days prior to written notice of a hearing on the expulsion, suspension or termination and the reasons therefore is delivered to the member by first class or certified mail or email; and  

• An opportunity to be heard by the Board of Directors, orally or in writing, occurs not less than five days before the effective date of the expulsion, suspension or termination. Any written notice of membership termination must be by Certified Mail sent to the last address of the member shown on the organization’s records.

Section 9.04 Resignation.  

Any member may resign from membership by filing a written resignation with the Secretary, but such resignation shall not relieve the member of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.  

Section 9.05 Reinstatement of Membership.  

On written request signed by a former member and filed with the Secretary, the Board of Directors, by affirmative vote of two-thirds of the members of the Board of Directors, may reinstate a former member to membership on such terms as the Board of Directors may deem appropriate. 

Section 9.06 Public Notice of Membership.  

Member status is made public by inquiry at the organization website and by inquiry to the Executive Director.  

Section 10.01 Fiscal year.  

The fiscal year of the organization shall be on the 1st day of January in each year and end at midnight on the 31st day of December of the same year.  However, the dates of the dues cycle may be adjusted by the Board of Directors by not more than 6 months, and as determined necessary to accomplish prudent operations.  

Section 10.02 Fees and dues.  

The Board of Directors shall determine from time to time the amount of application, examination, and initiation fees. Dues shall be determined by the Board of Directors with approval of a majority of those members voting.  

Section 10.03 Contracts.  

The Board of Directors may authorize any officer or officers or agent or agents of the organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization. Such authority may be general or may be confined to specific instances.  

Section 10.04 Checks, Drafts and Orders.  

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the organization, shall be signed by such officer or officers or agent or agents of the organization, and in such manner as from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer of the organization.  

Section 10.05 Deposits.  

All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the Board of Directors may select. 

Section 10.06 Gifts.  

The Board of Directors and President may accept on behalf of the organization any contribution, gift, bequest, or device for the furtherance of any purpose of the organization. All such gifts with value greater $100 and from a single source or entity, whether valued individually or collectively, will be reported to the Board of Directors in writing. 

Section 11.01 Record keeping requirements. 

The organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and Annual Meetings of members. The Board of Directors, officers, and committees having and exercising any of the authority of the Board of Directors, and the Examinations Committee, shall keep at the principal office a record giving the names and addresses of the members entitled to vote.  

Section 11.02 Inspection of records 

All books and records of the organization may be inspected by any member, or his agent or attorney at any reasonable time, so long as the member gives the organization written notice at least:  a) five business days before the date on which the member wishes to inspect and copy and b) any longer time not to exceed 60 days to allow the Board of Directors or President to act upon the request. The member may inspect and copy records only after a majority of the Board of Directors or President determines that:  

A. The member’s demand is made in good faith and for the proper purpose; that is in the interest of the organization;  

B. The member describes in writing and with reasonable particularity the purpose and the records the member desires to inspect; and  C.    The records are directly connected with this purpose.  

Section 11.03 Non-member inspection of records 

Requests by nonmembers or organizations for inspection or copying of records are to be granted approval only after a majority of the Board of Directors and the President determines that:  

A. The request is made in good faith and for the proper purpose in keeping with the interests of the membership;  

B. The written request reflects reasonable particularity of the proper purpose of the records to be forwarded, inspected or copied; and   

C. The records are directly connected with this purpose; and   

D. The receiving party agrees to destroy or return all copies of the records as may be specified and not use the record for any purpose not specified in the request.   

E. The requesting party remits payment determined by the Board of Directors as sufficient to cover the costs of access and transmittal, unless such payment is affirmatively waived by the President or Board of Directors.  

This Article does not restrict the prerogatives of the Directors of the Board or the President to release information from records in a manner that is in keeping with the normal course of their proper and designated duties to the organization.  

Section 12.01 Proposed Alternative.  

Amendments, herein to include revisions, to these by-laws may be proposed by two-thirds vote of the Board of Directors or by petition to the Board of Directors signed by five percent (5%) of the membership of the organization. If the proposed amendment is to be voted on at a membership meeting, the organization shall provide members with notice in writing. The notice shall state that the purpose, or one of the purposes of the meeting is to consider the proposed amendment and it must contain or be accompanied by a copy or summary of the amendment.  

Section 12.02 Adoption of Amendments.  

An amendment to the organization’s by-laws to be adopted must be approved:  

A. By the Board of Directors if the amendment does not relate to the number of directors, the composition of the Board of Directors, the term of office of directors, or the method or way in which directors are elected or selected; and  

B. By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less. 

Each director, officer, and employee of this organization, and each member who is officially engaged in organization business, shall be indemnified by the organization against all costs and expenses (including attorney fees) actually and necessarily incurred by or imposed on him/her in connection with the defense of any action, suit, or proceeding in which he/she may be involved or to which he/she may be involved or to which he/she may be made a party by reason of his being or having such member of the Board of Directors, officer, employee, or member except in relation to matters as to which he/she shall be finally adjudged in such action, suit, or proceeding to be liable for the negligence or misconduct in the performance of his/her duty.  

Such costs and expenses shall include amount reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if a majority of the Board of Directors (excluding the person indemnified) determines that the person indemnified has met the standard conduct as set by Vermont statute. The foregoing right of indemnification shall not be exclusive of any of the rights to which he/she may be entitled as a matter of law or by agreement, or otherwise. Any indemnification, however, shall not exceed the monetary limits of any insurance policy carried for such purpose by the organization regardless of the absolute monetary amount incurred by any individual.