Information on the Proposed Amendments to the MOABA Articles of Incorporation:

Transcription

1 Information on the Proposed Amendments to the MOABA Articles of Incorporation: The Board of Directors of the Missouri Association for Behavior Analysis has spent the last year carefully evaluating the Articles of Incorporation (a.k.a. bylaws) for our organization. The following document contains proposed changes to the current bylaws that we feel will increase the productivity of our organization and clarify procedures and processes for all members. Track changes and comments have been used to clarify proposed additions and deletions. Any areas of plain text indicate content that will remain unchanged following the vote, regardless of the outcome. The vote on the proposed changes is an all-or-nothing vote, meaning a vote to accept the proposed changes is a vote to accept ALL proposed changes, and a vote to reject the proposed changes is a vote to reject ALL proposed changes (with the exception of Article 5 #1 and 2*). *A separate vote will occur for proposed changes to Article 5, sections 1 & 2 regarding changes to terms and positions of the Board of Directors. You are able to view those proposed changes in this document. Both votes on the proposed changes to the bylaws and terms/positions of the Board of Directors will take place on Friday, November 17 th at the conference. The voting process will be described during the President s opening remarks, and there will be a 30-minute discussion about the proposed amendments during the business meeting held that afternoon. All ballots must be submitted by the end of Friday, November 17 (end of conference). A special election to fill vacant board positions will occur after the results have been determined for the proposed changes to the bylaws. Nominations for vacant positions will be solicited via web-based platform (e.g., survey monkey), and electronic voting will follow. The time line of the special election will be announced during the President s opening remarks at the conference. Articles of Incorporation Page 1

2 Articles of Incorporation of The Missouri Association for Behavior Analysis A Non-Profit Corporation Pursuant to the provision of the Nonprofit Corporation Act of this state, the undersigned incorporators hereby adopt the following Articles of Incorporation: Article 1 The name of this corporation is The Missouri Association for Behavior Analysis. Article 2 The name and address of the registered agent and registered office of this corporation is: Missouri Association for Behavior Analysis PO Box Ballwin Mo, Article 3 The purposes for which this corporation is organized are to promote the analytical science of behavior and the application of its associated technologies within the State of Missouri. Specifically the organization will: a) Serve as a scientific and professional reference group for all in the State of Missouri who identify themselves as scientists or practitioners in disciplines that embrace the principles and practices of behavior analysis. b) Promote research that will advance understanding of both human and animal behavior. c) Identify and promote the use of effective and humane behavioral systems in meeting the educational and habilitative needs of all persons within the State of Missouri. d) Advise political, legislative, and policy-making bodies with respect to all matters pertaining to behavior analysis in the State of Missouri. e) Organize and sponsor an annual convention meeting that will serve as a forum for presentation of scientific and technological achievements as well as for discussion of the affairs of the organization at the discretion of the Board of DirectorsExecutive Committee. Comment [D1]: Changed convention to meeting for consistency throughout the document. Comment [D2]: We need to be consistent about using either Executive Committee or Board of Directors Articles of Incorporation Page 2

3 f) Publish and distribute an official newsletter devoted to dissemination of scientific and technological achievements within the scope of behavior analysis and to matters of interest to the membership. Article 4 The classes, rights, privileges, qualifications and obligations of members of this corporation are as follows: 1. Categories of Membership Membership is open to all persons interested in or actively engaged in teaching, research, and/or application of the principles and procedures of behavior analysis. Membership is not restricted to residents of the State of Missouri. Membership will be in one of three classes: a. Professional Member Any individual working in a discipline directly related to or involving behavior analysis and whose full time professional commitment includes teaching, research, and/or practice in behavior analysis may apply for membership in this category. b. Nonprofessional Member Any individual evidencing interest in the discipline of behavior analysis, but lacking formal training, may apply for this class of membership. c. Student Member Any individual pursuing formal training in the discipline of behavior analysis but not yet gainfully employed therein on at least a half-time basis may apply for membership on this category. Such application must be accompanied by an endorsement of a pprofessional mmember certifying the applicant s student status. Student members may vote through the student representative and hold office. 2. Voting Each pprofessional member shall be entitled to one vote on all matters brought before the Association. There shall be no proxy voting. 3. Application for Membership Persons desiring to apply for membership in the Missouri Association for Behavior Analysis must submit a completed application form and any application fee that may be required, through the MOABA website. Applications submitted online will be sent to the Chairperson of the Membership Committee. Applications may also be sent directly to the Chairperson of the Membership Committee. Personas applying for student membership must include an, together with such endorsement from a faculty member to confirm their status as a student when they apply for membership. Applicants will receive an confirming that their application and dues have been received. The Membership Committee will periodically audit membership applications and request verification information (e.g., certification information).the Committee shall notify the applicant promptly of the receipt of application. The Committee shall consider the application and inform the applicant of its action within six months of the date of receipt. Comment [D3]: Changes to this section bring the bylaws in line with the actual functioning process. The Board of Directors is currently working with our webmaster to: -Improve the automated that members receive when they apply online -Add a spot for students to upload their endorsement letter Articles of Incorporation Page 3

4 3.4.Membership Cycle Regardless of the category of membership, the membership cycle is September 1 of the current year through August 31 of the following year (e.g., September 1, 2020-August 31, Any membership applications received mid-cycle will be applied to the current cycle and will expire at the end of that cycle regardless of when dues were paid. Comment [JS4]: These changes clarify the membership cycle, and align the cycle with registration for the annual conference. It clarifies the duration of the membership for individuals who join mid-cycle. If approved, the current membership cycle will expire August 31, The Board and the Continuing Education Committee will work diligently to plan the annual conference such that registration for the conference will begin on September 1 to align with the beginning of the membership cycle. Articles of Incorporation Page 4

5 Article 5 CHANGES TO ARTICLE 5, SECTIONS #1 AND #2 WILL BE VOTED ON SEPARATELY FROM THE REST OF THE CHANGES TO THE BYLAWS. Proposed changes to this section have been made to Allow for overlap of presidents to promote smooth transition of leadership Set shorter terms to allow more members to become involved with the organization Officers The officers of the Association are the President, the President-elect, the VicePast -PresidentPast President, the Secretary, and the Treasurer. 2. Term of Office All officers shall be professional members of the Association in good standing. All terms of office for newly elected officials will commence at the conclusion of the annual meeting presided over by the President. There is no limitation set on the number of terms that an officer may hold in the Association. a. The President will serve a 1-year term after having immediately completed a 1-year term as President-elect. b. The President-elect will serve a 1-year term and shall take office at the conclusion of the annual meeting. c. The Past President will serve a 1-year term and shall be the most recently retired President. d. The term of office of the President will be five years to commence at the conclusion of the meeting presided over by the current President. The Vice-President, Secretary, and the Treasurer will be elected for a fivethree-year term and will not be restricted as to succession. The election years for the Secretary and Treasurer will be staggered to allow for continuity of board agenda items and to better facilitate assimilation of new board members. a. The two (2) Member-At-LargeThere is no limitation set on the number of terms that an officer may hold in the association. The election years for the officers of the organization will be staggered to allow for continuity of board agenda items and to better facilitate assimilation of new board members. The staggering process will allow for elections every 2 years according to the following schedule: b.e. Member at large Positions will be elected for three-year terms and will not be restricted to succession. The election years for these two positions will be staggered to allow for continuity of board agenda items and to better facilitate assimilation of new board members. Comment [JS5]: President (1 year term): - President elect becomes the president at the end of every term. - Current president becomes the past president at the end of every term - Current President: Jamie Severtson (term would end following 2018 conference, and she would become past president if the proposed changes are approved. Otherwise, her term will end following the 2021 conference.) President Elect (1 year term, elections held annually): - Eliminates the position of Vice President. - Nominations would be accepted in November 2017 for the special election. Position would begin following the special election and end following 2018 conference -President Elect position would be voted on every year -Person voted into president elect positon, automatically becomes the President after 1 year as President Elect - Allows a new person to the Board to become familiar with a leadership position before taking over as President Past President (1 year term): - New position - Allows former president to support new President for a smoother transition of leadership Treasurer (3 year term): - Position stays the same, but term is shortened to 3 years - Current Treasurer: Todd Streff (term ends following 2018 conference regardless of vote) - Nominations for new treasurer will be accepted in October 2018 Secretary (3 year term): - Position stays the same, but term is shortened to 3 years - Current Secretary: Jeni Nowak (term ends following 2017 conference regardless of vote) - Nominations for new treasurer will be accepted in November 2017 s special election). 2 Member-At-Large Positions (3 year term): - Position stays the same, but term is shortened to 3 years. - Current Member-At-Large: SungWoo Kahng (If changes are approved, his term will end following the 2018 conference. If changes are not approved, his term will end following the 2020 conference) -Current Member-At-Large: Anna Nieces (term ends following the 2017 conference. Nominations for this position will be accepted in November 2017 for the special election. Term for new position will begin January 1, 2018) Articles of Incorporation Page 5

6 Article 5 (CONTINUED) 2.3.Duties The Board of Directors is responsible for the governance of the organization, and the specific duties of the officers will be determined by the Board of Directors. duties of the officers are specified in these Articles. 3.4.Replacement In the event of the death, incapacity, or resignation of any of these officers, the Executive CommitteeBoard of Directors will, by majority, vote to elect a successor to serve until the next annual meeting of the Association. Comment [D6]: This changes allows for the duties of the officers to change over time as the organization evolves. Article 6 1. Composition Therse will be an Executive CommitteeBoard of Directors consisting of the President, President-elect, the Vice Past President, the Secretary, the Treasurer, the Student Rrepresentative, and two Mmembers- at- Llarge. The Members-at-Large will be elected to staggered, fivethree-year terms. One member at large will be elected via electronic ballot. The members at large will be elected for a five year term. The Sstudent Rrepresentative will be elected for a two - year term. None of the officers will serve simultaneously as Mmember-at- at Llarge of the Executive CommitteeBoard of Directors. 2. Affiliates The Chairpersons of the Membership Committee, the Publications Committee, the Legislative Liaison Committee, the Program Committee, and the Convention Continuing Education Committee will be non-voting affiliates of the Executive Ccommittee. A committee chairperson may simultaneously hold membership on the Executive CommitteeBoard of Directors. 3. Meetings The Executive CommitteeBoard of Directors will have at least one annual meeting at the time and place of the annual convention. It will meet at such other times and locations as deemed necessary by the President. A meeting of the Executive CommitteeBoard of Directors may also be called by action of three members of the Committee who will notify the remaining members at least two weeks in advance of the proposed meeting. 4. Quorum For purposes of transacting business of the Association, a quorum will consist of four members of the Executive CommitteeBoard of Directors. 5. Removal and Replacement Members of the Executive CommitteeBoard of Directors who fail to maintain membership in good standing in the Association are subject to removal by majority vote of the remaining members of the Committee. A tie-vote will be considered affirmation of removal. Positions vacated for any reason will be replaced by majority vote of the remaining members, such successors to serve until elections occur at the aannual businesses mmeeting of the Association. Comment [JS7]: Changes Article 6, #1 will only occur if the changes to Article 5, # s 1 & 2 are approved through a vote that is separate from the rest of the proposed changes to the bylaws.. Comment [D8]: Changes to this section: Promote consistent use of committee titles throughout the document. Comment [JS9]: The Board of Directors meets several times throughout the year, and changes to this document will allow flexibility of the location of the meetings given that Board Members are located in various geographic locations. Articles of Incorporation Page 6

7 Article 7 1. Nominations Nominees for each vacant office will be provided via an SurveyMonkey or some other webinternet- based platform. Each year that an Executive CommitteeBoard of Directors board memberposition is vacated, requests for nominations for President-elect, Secretary, Treasurer, or Member-at-LMarge for that board slot will be sent to all Full professional mmembers of the organization at least 30 days prior to the annual meeting. Nominations for Student Representative will be sent to all sstudent members at least 30 days prior to the annual meeting. If there are no nominations for any of the vacant Executive CommitteeBoard of Directors positions, the Executive CommitteeBoard of Directors will appoint a professional member (or a student member for the Student Representative position) to the vacant position.the same will be true for student members when a student representative is nominated for the board. Additional nominations for each vacant position may be elicited from the floor of the Annual Business Meeting of the Association. 2. Elections Elections will occur via electronic ballot and will be held at least one week prior to the annual meeting. both for nominations and the actual election of officers and will be scheduled at the end of the terms of each board member expires. PpProfessional members will be eligible to vote for President-elect, Secretary, Treasurer, and Member-at-Large. of the Association and sstudent members through their appointed representative will be eligible to vote for Student Representative. in elections to determine officeholders. An individual will be declared elected upon receipt of a simple majority of the votes cast. In the event no candidate receives a simple majority, the first ballot the candidate receiving the least votes will be eliminated and second ballot cast. This procedure will iterate until one candidate receives a simple majority and until only two candidates remain. In the events of a tie on the final ballot involving two candidates, the Presiding Officer will declare a recess for the purpose of convening the Executive Committee. The winner will be decided by simple majority vote of the Executive CommitteeBoard of Directors. 3. Terms Officers and mmembers of the Board of Directors will assume office on the first day after the close of the annual meeting at which their election took place and will hold office until their successors are elected and assume office in their stead. 4. Recall Any Officer of the Association or Member of the Executive CommitteeBoard of Directors may be recalled in accordance with the following procedure: a. A petition for recall bearing the names of at least 20% of the pprofessional members in good standing at the time of submission will be presented to the Executive CommitteeBoard of Directors. b. The Secretary and the Treasurer will verify the petition with respect to the validity of the signatures. In the event the Secretary and Treasurer is the Officer Executive CommitteeBoard of Directors Member subject to recall, the Vice-PresidentPresident-elect will assume this duty. c. Upon validation of the petition, the President or his designate will cause an electronic mail ballot to be prepared and distributed to the pprofessional Comment [JS10]: Changes to Article 7 clarify the nomination and election process for vacation positions on the Board of Directors. Currently nominations are accepted after the annual conference. The proposed changes include moving the nominations before the conference, which allows elections to occur just before the conference and the winners of the elections to be announced and introduced at the conference. Changes to the Board Member Positions will only occur if the proposed changes to Article 5, #1 & 2 are approved through a separate vote. Comment [JS11]: Changes to the Board Member Positions will only occur if the proposed changes to Article 5, #1 & 2 are approved through a separate vote. Articles of Incorporation Page 7

8 membersmembership having voting qualifications. The ballots will be received and tabulated by the Vice-President-elect who will certify each to be valid. d. The officer Executive CommitteeBoard of Directors member whose incumbency is under challenge shall be recalled only by two-thirds vote of those members eligible to vote. e. An office whose incumbent is recalled will be temporarily filled by majority vote of the Executive CommitteeBoard of Directors. The replacement will serve until the next election and will automatically be one of the nominees presented to the Association for election to that office. Article 8 1. Committees The Committees of the Association will consist of such standing committees as provided by these Articles and such special committees as may be established by vote of the Executive CommitteeBoard of Directors. 2. Membership The membership Committee will consist of one member appointed by the President. That member will serve as Chairperson of the Membership Committee and will appoint at least two additional members with the advice and consent of the Executive CommitteeBoard of Directors. The Chairperson of the Membership Committee will be a pprofessional member in good standing and will serve a one-year term that will be renewable without limit at the pleasure of the President. With the exception of the Chairperson, membership on the Membership Committee is not limited by category of membership. 3. Continuing Education The Continuing Education Committee will consist of the Secretary and the Treasurer, ex officio, and at lestleast two members appointed to one-year terms by the President with the advice and consent of the Executive CommitteeBoard of Directors. The primary duty of the Continuing Education Committee will be the organization and management of the continuing education and content of the Association s aannual meetingconvention. The Chairperson of the Continuing Education Committee will recommend to the President appointment of members to such sub-committees as are deemed appropriate. The President will so appoint with the advice and consent of the Executive CommitteeBoard of Directors. 4. Publications The Publication Committee will consist of at least two members appointed by the President for one-year terms renewable without limit. The Secretary and the Treasurer of the Association will serve ex-officio. The duties of the publications Committee shall be to edit, publish, and distribute a periodic Bulletin of the Association, to edit, publish, and distribute a Program of the aannual meetingconvention, and to edit, publish, and distribute such other items as designated by the Executive CommitteeBoard of Directors. The budget of the Publication Committee will be submitted prior to the aannual meeting of the Executive CommitteeBoard of Directors and will be reviewed and approved at that time. Amendments to the budget of the Publications Committee may be submitted to the Executive CommitteeBoard of Directors at any time through the President. The President will convene a meeting of the Executive CommitteeBoard of Directors or poll the Committee. In either case, a Articles of Incorporation Page 8

9 three-fifths majority of the Executive CommitteeBoard of Directors will be required for approval of budget amendments. 5. Legislative Liaison The Legislative Liaison Committee will consist of one at least two members appointed by the President for a one-year term, renewable without limit. Article 9 1. Dues Dues for the various categories of membership will be established by simple majority vote of the Executive CommitteeBoard of Directors. This action can be rescinded by a three-fifths majority vote of those present and voting at the business meeting of the aannual mmeeting of the Associationconference in which event the Executive CommitteeBoard of Directors shall propose an alternate schedule of dues for approval by simple majority of those present and voting. 2. Collection Dues will be payable in the time and manner prescribed by the Executive CommitteeBoard of Directors and published to the membership at large at least six months prior to the due date. 3. Arrears Any members who fail to remit dues will after 90 days will be declared in arrears. That member shall be subject to suspension of privileges of membership in the Association, including, but not limited to, receipt of the Newsletter, eligibility for election to Association Office, and participation in the aannual conventionmeeting. 4. Suspension Any member whose dues remain unpaid for a period of two calendar years after the first due date will automatically be suspended from membership in the Association. Reinstatement will be conditional upon remission of no more than one year s back dues and assessments. Article Process for Amendments These articles may be amended only by two-thirds vote of all ballots received of the members via electronic ballot. Voting can occur at any point during the year present and voting or at the time of the annual meeting of the Association. Amendments may originate either by simple majority vote of the Executive CommitteeBoard of Directors or by introduction from the floor at the aannual business mmeeting. In the latter event, the proposed amendment will have first been endorsed by a petition bearing the signatures of at least one third of the pprofessional members. In the event of such petition reaching the floor, the Presiding Officer will declare the meeting in recess for the purpose of validating the signatures. The Presiding Officer will then reconvene the meeting; announce the result of the validation process, and dispose of the issue immediately. The meeting will then resume in accordance with the result of the Amendment vote. 2. Enabling Action These articles will be submitted for adoption by the Membership of the Association at its next aannual business mmeeting. It will have received the unanimous endorsement of the Executive CommitteeBoard of Directors then sitting and shall be adopted by two-thirds vote received by of the Members present and voting. Comment [JS12]: The current bylaws dictate that a vote on amendments to the bylaws must occur at the conference, which limits the vote to only members who can attend the conference. The proposed changes allow professional members to vote electronically, regardless of their conference attendance. Articles of Incorporation Page 9

10 Article Making of Distributions The corporation is organized exclusively for scientific, charitable, and educational purposes including for such purposes as the making of distributions to organizations that qualify as exempt organizations under section 501 (C)(3) of the internal revenue code, or the corresponding section of any future federal tax code. 2. Dissolution No part of the net earnings of the corporation will endure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation will be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purposes set forth in section (1) above. No substantial part of the activities of the corporation will be the carrying on of propaganda or otherwise attempting to influence legislation and the corporation will 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. Not withstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on with (a) by a corporation exempt from federal income tax under section 501 (C)(3) of the internal revenue code or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 170 (C)(3) of the internal revenue code, or the corresponding section of any future federal tax code. 3. Distribution Upon the dissolution of the corporation, assets will be distributed for one or more exempt purposes within the meaning of section 501 (C)(3) of the internal revenue code, or the corresponding sections of any future federal tax code, or will be distributed to federal government or to a state or local government, for a public purpose. Any such assets not so disposed of will be disposed of by a court of competent jurisdiction of the county in which the principle office of the corporation is then located. Exclusively for such purposes or to such organization or organizations, as said Court will determine, which are organized and operated exclusively for such purposes. Articles of Incorporation Page 10