RISPA BYLAWS
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:
1. Professional:
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:
President
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
President
Elect
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
Treasurer
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
Recording
Secretary
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:
Membership
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
Newsletter
Editor
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
Webmaster
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
Conference Committee
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.
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.