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Section
1. Name.
The name of this corporation shall be California Association for Behavior
Analysis, also known as CalABA.
Section 2. Principal
Office. The principal office of
the corporation shall be located at 2220 Capitol Avenue, Sacramento, CA
95816. The Board of
Directors (“Board”) may change the principal office from one location to
another. Any change of location of
the principal office shall be noted by the Secretary on these Bylaws opposite
this section, or this section may be amended to state the new location.
Section 3. Other Offices.
The Board may at any time and from time to time establish branch or
subordinate offices at any place or places where the corporation is qualified to
conduct its activities.
Section 1. Purpose. The purpose of CalABA is stated in the mission statement: The
mission of CalABA is the advancement of the profession and practices of behavior
analysis.
In
order to fulfill this mission, CalABA commits to the following activities:
1.
Support a certification process for behavior analysts and associate
behavior analysts;
2.
Advocate for behavior analysis services and the profession;
3.
Promote quality assurance in behavior analysis;
4.
Provide resources and information related to behavior analysis;
5.
Advance behavior analysis via professional development activities.
Section 1. Qualifications,
Classifications and Privileges. CalABA membership is open to all persons
interested in or actively engaged in teaching, research, and/or the application
of the principles and practice of behavior analysis, and shall be in one of four
classes:
1.
Full Professional: Any person
holding a BA or above in any field and who has a professional commitment to
behavior analysis.
2.
Certified: Any person
meeting the criteria for full member and who also is a certified Behavior
Analyst or Associate Behavior Analyst.
3.
Student:
Any person enrolled in a program of study leading to a degree in behavior
analysis or related human service discipline.
Application for membership in this category must be accompanied by the
endorsement of a Full Professional Member
certifying the student status of the applicant.
4.
Affiliate/Parent:
Any individual evidencing interest in the disciple of behavior analysis who does
not qualify for Full Professional, Certified,
or Student Membership, or any parent interested in having their children
receive behavior services.
Section 2.
Application for
Membership. Application for
membership shall be in accordance with the procedures established by the CalABA
Board of Directors.
Section 3.
Dues.
Dues shall be established by the
Board, and shall be due on January 1 of each calendar year.
Section 4. Termination
of Membership.
1.
Members failing to pay CalABA dues sixty (60) days from January 1 of each
calendar year shall automatically forfeit their CalABA membership as of the
sixty-first (61st) day. Individuals
who have forfeited CalABA membership because of non-payment of dues may be
reinstated in accord with policies established by the Board.
2.
The Board may, by two-thirds (2/3) vote of the entire Board, suspend or
expel any CalABA member for violation of these by-laws, and/or any rules,
procedures and policies established by CalABA.
Before such action is taken by the Board, written notice shall be sent to
the member not less than thirty (30) days prior to the meeting of the Board at
which the matter is to be considered. Said
individual shall be entitled to a hearing before the Board before any decision
is rendered.
Section 1. Powers.
Subject to the provisions and limitations of Law and any other applicable laws,
and subject to any limitations in the articles of incorporation, the
corporation’s activities and affairs shall be managed, and all corporate power
shall be exercised, by or under the direction of the Board of Directors.
The Board may delegate the management of the activities of the
corporation to any person or persons, a management company, or committees
however composed, provided that the activities and affairs of the corporation
shall be managed and all corporate powers shall be exercised under the ultimate
direction of the Board.
Without prejudice to
these general powers, but subject to the same provisions, it is hereby expressly
declared that the Board shall have the following powers in addition to the other
powers enumerated above:
1.
To select and remove all other officers, agents and employees of the
corporation, prescribe qualifications , powers and
duties for them as may not be inconsistent with law, the articles of
incorporation or these Bylaws, fix their compensation and require from
them security for faithful service.
2.
To conduct, manage and control the affairs and activities of the
corporation and to make rules and regulations therefore not inconsistent with
applicable law, the articles of incorporation or these Bylaws, as the Board may
deem best.
3.
To adopt and use a corporate seal.
4.
To carry on at a profit one or more business activities incidental to the
purposes of the corporation, subject to limitations imposed by law on the amount
of unrelated business income a tax-exempt organization may receive, and
to apply any profit that results from the business activity
to any activity in which the corporation may lawfully engaged.
Section 2.
Number and Qualifications of Directors. The authorized number of directors shall be 15 elected
directors. Each director must be
over the age of 18 years and a professional member of CalABA.
Section 3.
Selection and Term of Office. Each
director shall hold office for a period of two years.
The term of office shall commence on July 1 for the elected two years.
No elected Board member may serve more than two consecutive terms
in the same category of Board membership.
Exclusion for
term of office. The elected
office of President-Elect shall be for one year, followed by a year as President
and a year as Past-President.
Section 4.
Vacancy.
1. Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of any of the following events:
The death or
resignation of any director;
The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by order of court or convicted of a felony.
A director may be removed, with or without cause, by a vote of a majority of the directors voting at a meeting at which a quorum is present. A vote of a majority of the directors voting at a meeting at which a quorum is present may also remove any director or directors for failure to attend at least 50% of all meetings of the Board.
Resignation. A director may resign by giving written notice to the
president or secretary. The
resignation shall be effective when the notice is given unless it specifies a
later effective date.
2.
Filling Vacancies.
A vacancy on the Board may be filled by the approval of a majority of the
directors then in office or by a sole remaining director. A person elected to
fill a vacancy on the Board shall hold office until the next election of the
Board of Directors.
Section 5. Directors’
Meetings.
1.
Annual Membership Meeting:
The annual meeting of the full membership of CalABA shall be held once a year at
a time and place established by the Board .
At the annual meeting, the following will be
presented: election results, reports of the officers, and any other business
brought before the corporation.
2.
Other
Regular Meetings. Regular quarterly meetings
shall be held in each quarter of the year except the quarter in which the annual
meeting is held.
3.
Full
Board attendance. The full
Board of Directors shall attend the Board meeting during the quarter begun on
July 1 and the annual membership meeting.
4.
Executive committee attendance.
The executive committee of the Board of Directors shall attend all
quarterly meetings and the annual membership meeting.
5.
The Board may hold other regular meetings at such times and places as may
be determined by resolution of the Board from time to time.
6.
Notice of Regular Meetings.
The following provisions shall govern the giving of notice for meetings of the
Board of Directors:
Regular
Board Meetings. The secretary shall
send notice of the regular meetings to all directors at
least 30 days in advance. Such
notice shall contain the date, time and place of the meetings, and the agenda as
far as it is known as of the date notice is sent.
No director or officer may be removed at any meeting unless the notice of
meeting includes such proposal in the meeting agenda.
Special Board Meetings. At
least 10 days prior notice shall be given by the Secretary of the corporation to
each director of each special meeting of the Board. Such notice may be oral or
written, may be given personally, by first class mail, by telephone, by
electronic mail, or by facsimile machine, and shall state the place, date and
time of the meeting and the matters proposed to be acted upon at the meeting. In
the case of facsimile notification, or electronic mail notification, the
director to be contacted shall acknowledge personal receipt of the facsimile
notice, or electronic mail
notification, by a return message or telephone call within twenty four hours of
the first facsimile transmission or electronic mail notification .
7.
Quorum.
A majority of the authorized number of directors shall constitute a
quorum for the transaction of business except to adjourn.
Every action taken or decision made by a majority of the directors
present at a duly held meeting at which a quorum is present shall be the
act of the Board, subject to a more stringent provision of Law or of these
Bylaws, including, without limitation, those provisions relating to:
Approval of contracts or transactions between the corporation and one or
more directors or between the corporation and any entity in which a director has
a material financial interest;
Creation of and appointments to committees of the Board; and
Indemnification of officers and directors.
A meeting at which a quorum is initially present may continue to transact
business, despite the withdrawal of directors, if any action taken or decision
made is approved by at least a majority of the required quorum for that meeting.
8.
Adjournment.
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting to another time and place. Notice of the time and place
to hold an adjourned meeting shall be sent to the directors who were not present
at the time of the adjournment.
9.
Waiver
of Notice.
Notice of a meeting need not be given to any director who, either before
or after the meetings, signs a waiver of notice, a written consent to the
holding of the meeting, or an approval of the minutes of the meeting. All such
waivers, consents, and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
Notice of a meeting need not be given to any director who attends
the meeting and does not protest, before or
at the commencement of the meting, lack of notice to such director.
10.
Rules of Procedure. Except as
otherwise required by these Bylaws or applicable law, all meetings of the Board
shall be conducted in accordance with Robert’s Rules of Order, latest
revision.
11.
Action Without a Meeting. Any
action that the Board is required or permitted to take may be taken without a
meeting if all directors consent in writing to that action.
Such action by written consent shall have the same force and effect as
any other validly approved action of the Board. All such consents shall be filed
with the minutes of the proceedings of the Board.
Section 6. Compensation of
Directors. No director shall be
entitled to any compensation for services rendered as such director. The
corporation may pay or reimburse the reasonable expenses incurred by the
directors in conjunction with attending meetings of the Board and serving on
committees of the Board.
Section 1.
Constitution and Powers.
1.
Elected
Board Members. The elected officers of the
Full Board shall be:
1.
President
·
Secretary
·
Treasurer
·
President-Elect
·
Past-President
·
Conference Chair
·
Association for Behavior Analysis Liaison
·
Newsletter Chairperson
·
Legislative Chairperson
·
Professional Standards Chairperson
·
Membership/Outreach Chairperson
·
Liaisons from the Southern part of the state, 2 members
·
Liaisons from the Northern part of the state, 2 members
2. Appointed Board
Members. The Board of Directors may also appoint
·
Student member, 2 members: one from the northern part of the state and
one from the southern part of the state.
·
Affiliate member, 1 member.
3.
Qualifications.
Any professional member may serve as an elected Board
member. Appointed members must be a
student member or an affiliate member of this organization.
Section 2. Duties.
It shall be the duty of the directors to:
1.
Perform any and all duties imposed on them collectively or individually
by law, by the Articles of Incorporation, or by these Bylaws;
2.
Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the compensation, if any,
of all officers, agents and employees of the corporation;
3.
Supervise all officers, agents and employees of the corporation to assure
that their duties are performed properly;
4.
Meet at such times and places as required by these Bylaws;
5.
Register their addresses with the Secretary of the corporation, and
notices of meetings mailed or telegraphed to them at such addresses shall be
valid notices thereof.
Section 3. Conduct
of Meetings.
Meetings
of the Board of Directors shall be presided over by the President or, in his or
her absence, by the President-Elect or, in the absence of each of these persons,
by a Chairperson chosen by a majority of the directors present at the meeting.
The Secretary of the corporation shall act as secretary of all meetings of the Board,
provided that, in his or her absence, the presiding officer shall appoint
another person to act as Secretary of the Meeting.
Meetings
shall be governed by the current edition of Robert’s Rules of Order, insofar
as such rules are not inconsistent with or in conflict with the Articles of
Incorporation, these Bylaws, or with provisions of law.
Section 4. Duties
of President.
1.
The President shall be the chief executive officer of the corporation and
shall, subject to the control of the Board of Directors, supervise and control
the affairs of the corporation and the activities of the officers.
2.
He or she shall perform all duties incident to his or her office and such
other duties as may be required by law, by the Articles of Incorporation, or by
these Bylaws, or which may be prescribed from time to time by the Board of
Directors.
3.
Unless another person is specifically appointed as Chairperson of the
Board of Directors, the President shall preside at all meetings of the Board of
Directors and at all meetings of the members.
4.
Except as otherwise expressly provided by law, by the Articles of
Incorporation, or by these Bylaws, he or she shall, in the name of the
corporation, execute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of Directors.
Section 5. Duties
of President-Elect.
1.
In the absence of the President, or in the event of his or her inability
or refusal to act, the President-Elect shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all the restrictions on, the President.
2.
The President-Elect shall have other powers and perform such other duties
as may be prescribed by law, by the Articles of Incorporation, or by these
Bylaws, or as may be prescribed by the Board of Directors.
Section 6. Duties
of Secretary.
The
Secretary shall:
1.
Certify and keep at the principal office of the corporation the original,
or a copy, of these Bylaws as amended or otherwise altered to date.
2.
Keep at the principal office of the corporation or at such other place as
the Board may determine, a book of minutes of
all meetings of the directors, and, if applicable, meetings of committees of
directors and of members, recording therein the time and place of holding,
whether regular or special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the proceedings thereof.
3.
See that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law.
4.
Be custodian of the records and of the seal of the corporation and affix
the seal, as authorized by law or the provisions of these Bylaws, to duly
executed documents of the corporation.
5.
Keep at the principal office of the corporation a membership book
containing the name and address of each and any members, and, in the case where
any membership has been terminated, he or she shall record such fact in the
membership book together with the date on which such membership ceased.
6.
Exhibit at all reasonable times to any director of the
corporation, or to his or her agent or attorney, on
request therefore, the Bylaws, the membership book, and the minutes of the
proceedings of the directors of the corporation.
7.
In general, perform all duties incident to the office of Secretary and
such other duties as may be required by law, by the Articles of Incorporation,
or by these Bylaws, or which may be assigned to him or her from time to time by
the Board of Directors.
Section 7. Duties
of Treasurer.
The
Treasurer shall:
1.
Have charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors.
2.
Receive, and give receipt for, moneys due and payable to the corporation
from any source whatsoever.
3.
Disburse, or cause to be disbursed, the funds of the corporation as may
be directed by the Board of Directors, taking proper vouchers for such
disbursements.
4.
Keep and maintain adequate and correct accounts of the corporation's
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
5.
Exhibit at all reasonable times the books of account and financial
records to any director of the corporation, or to his or her agent or attorney,
on request therefore.
6.
Render to the President and directors, whenever requested, an account of
any or all of his or her transactions as Treasurer and of the financial
condition of the corporation.
7.
Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial statements to be included in any required reports.
8.
In general, perform all duties incident to the office of Treasurer and
such other duties as may be required by law, by the Articles of Incorporation of
the corporation, or by these Bylaws, or which may be assigned to him or her from
time to time by the Board of Directors.
Section 8. Other
Membership-Elected Board Members.
1.
Conference
Chair: To coordinate and oversee the
planning and implementation of the annual conference, including the management
of the conference budget and site selection, selection of the conference
program, and on-going operations of the conference, including a final report of
these activities to the Board of Directors.
2.
Association
for Behavior Analysis Liaison: To
serve as Liaison to the International Association for Behavior Analysis and to
fulfill all requirements designated as appropriate by ABA, including the filing
of yearly reports and maintenance of CalABA’s recognition as a State
Affiliate. In
addition, the ABA Liaison will serve as CalABA’s liaison to ABA’s
State Affiliate Committee.
3.
Newsletter
Chairperson: To coordinate the production
and distribution of the twice yearly CalABA newsletter which is to be
sent to all CalABA members.
4.
Legislative Chairperson: To
assist the Board of Directors in maintaining current information regarding
national and state laws and regulations that might effect the practice of
Behavior Analysis.
5.
Professional Standards:
To coordinate the implementation and monitoring of the Continuing
Education Units required of Certified Behavior Analysts and Certified Associate
Behavior Analysts.
6.
Membership Chairperson: To
maintain the list of current membership and to coordinate efforts to gain new
members and retain current members
7.
Liaisons:
Two (2) from the Southern part of the state:
To assist in providing information to CalABA members regarding the
activities of CalABA and the Board of Directors and to provide the Board of
Directors information regarding the professional needs/interests of CalABA
members.
8.
Liaisons:
Two (2) from the Northern part of the state. To
assist in providing information to CalABA members regarding the activities of
CalABA and the Board of Directors and to provide the Board of Directors
information regarding the professional needs/interests of CalABA members.
Section 9.
Board Appointed
Members.
The
Board of Directors may appoint:
1.
Student
Members:
Two (2) student members who shall be enrolled in either a graduate
program or undergraduate program with the focus of behavior analysis. The
student members shall attend the Board of Directors
meetings providing information/interests/needs of the student membership of
CalABA. The Student Members shall
also develop a method by which California or regional programs for graduate and
undergraduate behavior analysis students can provide input to the Board of
Directors and become aware of CalABA’s activities.
2.
Affiliate Member: One (1) Affiliate member shall be an individual
interested in the field of behavior analysis.
The Affiliate member shall provide information/interests/needs of the
nonprofessional community. The Affiliate member shall also assist the Board of
Directors in developing a plan so that the non-professional community is aware
of the activities of CalABA.
Section 1.
Executive Committee. The
Board of Directors may, by a majority vote of its members, designate an
Executive Committee consisting of the President, President-Elect, Secretary,
Treasurer and additional Board members may be designated to attend the Executive
Committee in order to conduct business. The
Board of Directors may delegate to such committee the powers and authority of
the Board in the management of the business and affairs of the corporation, to
the extent permitted, and except as may otherwise be provided, by provisions of
law.
By a majority vote of
its members, the Board may at any time revoke or modify any or all of the
Executive Committee authority so delegated, increase or decrease but not below
two (2) the number of the members of the Executive Committee, and fill vacancies
on the Executive Committee from the members of the Board. The Executive
Committee shall keep regular minutes of its proceedings, cause them to be filed
with the corporate records, and report the same to the Board from time to time
as the Board may require.
Section 2. Other
Committees. CalABA shall have
such other committees as may from time to time be designated by resolution of
the Board of Directors. These committees may consist of persons who are not also
members of the Board and shall act in an advisory capacity to the Board.
Section 3.
Conduct of Meetings. Meetings of the Executive Committee shall be presided over by
the President or, in his or her absence, by
a Chairperson chosen by a majority of the directors present at the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the
Board, provided that, in his or her absence, the presiding officer shall appoint
another person to act as Secretary of the Meeting.
Meetings shall be governed by the current edition of
Robert’s Rules of Order, insofar as such rules are not inconsistent with or in
conflict with the Articles of Incorporation, these Bylaws, or with provisions of
law.
Section 1.
Right of Indemnity. To
the fullest extent permitted by law, this corporation shall indemnify its
directors, officers, subordinate officers, agents, employees, and other persons
described in Section 7237(a) of the California Corporations Code, including
persons formerly occupying any such positions, against all expenses, judgments,
fines, settlements, and other amounts actual and reasonably incurred by them in
connection with any “proceeding,” as that term
is used in that section, and including an action by or in the right of
the corporation, by reason of the fact that the person is or was a person
described in that section. “Expenses,”
as used by the Bylaws, shall have the same meaning as in Section 7237(a) of the
California Corporations Code.
Section
2. Approval
of Indemnity. On written
request to the Board by any person seeking indemnification under Section
7237(b) or Section 7237(c) of the California Corporations Code,
the Board shall promptly determine qualification under Section 7237(b) or
Section 7237(c) has been met. If so, the Board shall
authorize indemnification.
Section 3.
Advancement of Expenses.
To the fullest extent permitted by law and except as otherwise determined
by the Board in a specific instance,
expenses incurred by a person seeking indemnification under this article in
defending any proceeding covered hereby shall be advanced by the corporation
before final disposition of the proceeding, on receipt by the corporation of an
undertaking by or on behalf of that person that the advance will be repaid
unless it is ultimately determined that the person is entitled to be indemnified
by the corporation for those expenses.
Section 4.
Insurance. The corporation shall have the right to purchase and
maintain insurance to the full extent permitted by law on behalf of its
officers, subordinate officers, directors, employees, and other agents, against
any liability asserted against or incurred by any such person in such capacity
or arising out of this or other
status as such.
Section 1.
Maintenance of Corporate Records.
The corporation shall keep the following official records:
·
Adequate and correct books and records of account; and
·
Written minutes of the proceedings of the Board and committees of the
Board.
Section 2.
Maintenance and Inspection of
Articles and Bylaws.
The corporation shall keep at its principal office the original or a copy
of the articles of incorporation, these Bylaws,
as amended to date, which shall be open to inspection by the directors at all
reasonable times during office hours.
Section 3.
Annual Report.
An annual report shall be prepared by the Secretary within 120 days after
the end of the corporation’s fiscal year.
That report shall contain in appropriate detail a balance sheet as of the
end of the fiscal year, and an income statement and statement of changes in
financial position for the fiscal year, accompanied by any report on them by
independent accountants, or, if there is not such report, by the certificate of
an authorized officer of the corporation that they were prepared without audit
from the books and records of the corporation.
The Board may from time to time require
the annual report to contain specified additional information.
Section 4.
Annual Statement of Certain
Transactions and Indemnification. As
part of the annual report, or as a separate document if no annual report is
issued, the corporation shall annually prepare and furnish to its directors and
officers a statement of any transaction or indemnification of the following
kinds within 120 days after the end of the corporations fiscal year:
1.
Any transaction (a) to which the corporation, its parents, or its
subsidiary was a party, (b) which involved more than $50,000 or was one of a
number of such transactions with the same person involving, in the aggregate,
more than $50,000, and (c) in which either of the following interested persons
had a direct or indirect material financial interest (a mere common directorship
is not a material financial interest): any director, officer or subordinate
officer of the corporation, its parent, or its subsidiary.
2.
The statement shall include a brief description of the transition, the
names of interested persons involved, their relationship to the corporation, the
nature of their interest in the transaction, and
when practicable, the amount of that interest, provided that, in the case
of a partnership in which such person is a partner, only the interest of the
partnership need be stated.
3.
A brief description of the amounts and circumstances of any loans,
guaranties, indemnification, or advances aggregating more than $10,000 paid
during the fiscal year to any officer, subordinate officer or director of the
corporation, unless the loan or guaranty is not subject to the provisions of
subdivision (a) of Section 7235(a) of that Code.
Section 1.
Limitations on Activities. No substantial
part of the activities of this
corporation shall be the carrying on of propaganda, or otherwise attempting to
influence legislation [except as otherwise provided by Section 501(h) of the
Internal Revenue Code], and this 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 provisions of these
Bylaws, this corporation shall not carry on any activities not permitted to be
carried on (a) by a corporation exempt from federal income tax under Section
501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions
to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2.
Prohibition Against
Private Inurement.
No part of the net earnings of this corporation shall inure to the
benefit of, or be distributable to, its members, directors or trustees,
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 the purposes of this
corporation.
Section 3.
Distribution of
Assets.
Upon the dissolution of this corporation, its assets remaining after
payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within
the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be
distributed to the federal government, or to a state or local government, for a
public purpose. Such distribution shall be made in accordance with all
applicable provisions of the laws of this state.
Section 4.
Private Foundation
Requirements and Restrictions.
In any taxable year in which this corporation is a private foundation as
described in Section 509(a) of the Internal Revenue Code, the corporation:
1.
Shall distribute its income for said period at such time and manner as
not to subject it to tax under Section 4942 of the Internal Revenue Code;
2.
Shall not engage in any act of self-dealing as defined in Section 4941(d)
of the Internal Revenue Code;
3.
Shall not retain any excess business holdings as defined in Section
4943(c) of the Internal Revenue Code;
4.
Shall not make any investments in such manner as to subject the
corporation to tax under Section 4944 of the Internal Revenue Code; and
5.
Shall not make any taxable expenditures as defined in Section 4945(d) of
the Internal Revenue Code.
These Bylaws may be
amended or repealed by the vote of two-thirds of the directors present and
voting at a Board meeting at which a quorum is
present. Notwithstanding the preceding sentence, the right of the local
sections to designate directors may not be withdrawn or curtailed without the
consent of a majority of the local sections.
If any provision of these Bylaws
requires the vote of a larger proportion of the
Board than otherwise required by law, such
provision may not be altered, amended or repealed except by that greater vote.
Section 1.
Supremacy of the Bylaws.
These Bylaws are the supreme authority of the corporation, subject only
to the articles of incorporation, and to the applicable provisions of the U.S.
and California law. Any act of the Board of Directors, any officer, member,
committee or agent of the corporation in conflict with these Bylaws is, to the
extent of such conflict, null and void.
Section 2. Definitions. Unless
the context clearly requires another meaning, all terms defined below and used
in these Bylaws shall have the meaning given them in this section, as follows:
·
“Board” shall mean the Board of Directors established by Article 4, Section 1.
·
“Committee of the Board” shall mean a committee composed entirely of
directors and established pursuant to Article 5.
·
“Corporation” shall mean this California Association for Behavior
Analysis.
·
“Director” shall mean a member of the Board of Directors.
·
“Law” shall mean the California Nonprofit Mutual Benefit Corporation
Law, as amended to date.
·
“Officer” shall mean a corporate officer of the holding of
one of the officers identified in Article 6, Section 1.
Section 3. Cross-References.
Each reference herein to any article shall be deemed to
include a reference to each and every section, subsection and other
subordinate part thereof; and each
reference to a section or subsection shall be deemed to include
a reference to each and every subsection and other subordinate part
thereof.
Certificate of Secretary
I
certify that I am a duly elected and acting Secretary of California
Association for Behavior Analysis, a California non-profit corporation, that the
foregoing Bylaws, consisting of 13 pages, including this page, are the Bylaws of
the corporation as adopted by the Board of Directors on July 19, 1998, and
updated the fifth day of October 2001.
___________________________________
SECRETARY
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