RI Corporate ID 37-1514707
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 Taxcode).
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.
2. Student: A person holding a Bachelors degree who is enrolled in an approved graduate program in the field of School Psychology.
3. Retired: A former member of the Rhode Island School Psychologists Association who is no longer working full time in Rhode Island.
4. Associate: A person not certified as a School Psychologist but who is practicing in a related field.
5. Family: A person qualified for membership status who lives at a common address with one or more other members.
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.
B. At Executive Board meetings a quorum will consist of the President or the President’s designee and four (4) other voting Executive Board members.
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:
Preside at all board and annual meetings
Appoint all special committees
Represent RISPA at the Northeast Regional Conferences
Represent RISPA at the NASP Convention and Leadership meetings
Write a President’s letter for the newsletter
Preside at RISPA sponsored conferences
Be responsible for the overall functioning of the Association
Assume the duties of the President when necessary
Attend the annual NASP Convention and Leadership meetings whenever possible
Assume the Presidency following his/her term as President Elect
Collect annual dues from the membership
Handle all money realized from conferences unless relieved by a Special Project Treasurer as appointed by the Executive Board
Provide payment for all original receipts presented that the board has approved
Maintain original invoice or receipt for all expenses paid out
Present written receipts, disbursements, income, and checking and saving balances at Board meetings
Collect dues and payments for conferences
Publish an annual report in the newsletter
Subject finances to an internal audit by the Executive Board or an independent audit, as determined by the Board
Secure the services of an accountant to file a tax return
Maintain minutes of all meetings
Maintain an attendance record of meetings
Maintain the corrected minutes from all Board meetings
Maintain access to all governing documents of the organization
Maintain a list of current members as well as current committees and committee membership
Maintain a file of committee reports
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
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:
Maintain all membership up-to-date applications
Provide the newsletter editor and committee chairs with the most current list of members for mailings
Maintain a list of members who agree to have their names published on the RISPA.org website
Maintain monthly contact with webmaster to ensure that website is kept up-to-date
Publish a Newsletter at least three (3) times a year
Maintains a current list of state newsletter editors
Sends newsletter to all current members and all state newsletter editors
Include the annual budget of the organization at least once a year
Print a copy of the bylaws once every two years
Develop and maintain a website for the benefit of the membership
Update RISPA website in response to membership needs
Maintain and protect website account information
Keep site current by checking links for accuracy and updating site on a at least bi-monthly basis
Generate a list of speakers to be presented to the Board
Contact and secure speakers for conferences
Secure location for event and all necessities such as food, A-V equipment, room reservations, etc.
Arrange for all flyers, folders, CEU’s, handouts, and announcements for website RISPA.org and newsletter RISPA Quarterly
Arrange for registration at the conference
Provide the President with the biographical introduction for the speaker
Maintain an updated procedural manual, including, but not limited to:
forms used, information on meetings, past reports, future recommendations etc.
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.
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.
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.