BYLAWS

of the Council of Specialties in Professional Psychology

Article I: Organization

The name of the organization is Council of Specialties in Professional Psychology, hereafter referred to as the CoS. The Council of Specialties in Professional Psychology is a Missouri general not-for-profit corporation.

 
Article II: Purposes and Restrictions

The purpose of the CoS shall be those non-profit purposes stated in the Articles of Incorporation, as may be amended. No part of the net earnings or other assets of the CoS shall inure to the benefit of, be distributed to or among, or revert to any Director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the CoS, except that the CoS may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the non-profit purposes stated in the Articles of Incorporation.

 
 
  • Article I: Organization

  • Article II: Purposes and Restrictions

  • Article III: Specialty Characteristics

  • Article IV: CoS Mission Statement

  • Article V: Membership and Dues

  • Article VI: Board of Directors

  • Article VII: Officers

  • Article VIII: Committees and Task Forces

  • Article IX: General Provisions

  • Article X: Financial Provisions

  • Article XI: Corporate Seal

  • Article XII: Director Indemnification and Additional Insurance

  • Article XIII: Amendments

  • Article XIV: Subordination

Article III: Specialty Characteristics

A specialty is a defined area of professional psychology practice characterized by a distinctive configuration of competent services for specified problems and populations. Practice in a specialty requires advanced knowledge and skills acquired through an organized sequence of education and training in addition to the broad and general education and core scientific and professional foundations acquired through a doctoral program accredited by the American Psychological Association (APA) or Canadian Psychological Association (CPA).* Specialty training may be acquired either at the doctoral or postdoctoral level as defined by the specialty.

*Except where APA or CPA program accreditation does not exist for that area of professional psychology.

The CoS shall recognize specialties by a majority vote of its Directors, said specialties being eligible for recognition only after either being recognized by the APA Commission for Recognition of Specialties and Proficiencies in Professional Psychology (CRSPPP) or having its credentialing/certifying board affiliated with the American Board of Professional Psychology (ABPP). Any specialty not yet recognized by the CoS, after it has met either criterion for recognition by the CoS, shall request, in writing, that the CoS recognize it, and shall complete whatever procedures set into policy by its Board of Directors at that time, in order to allow the Board to deliberate and vote in an informed manner.

The CoS, understanding that a specialty may develop subspecialties within its specialty, may recognize subspecialties; however, only specialties may make the request that a subspecialty be recognized by the CoS and only specialties may have a seat on the Board of Directors.

For CoS, a specialty is represented by a specialty council comprised of two or more organizations that represent the specialty broadly and provide national leadership in the development and maintenance of education, training, credentialing, practice guidelines, and competency standards for the specialty.

Recognition of a specialty by the CoS and acceptance of a representative of the specialty to CoS does not constitute endorsement by the CoS of the member organizations of the specialty council.

 
Article IV: CoS Mission Statement

As a service to the profession of psychology and the public, the purpose of the CoS shall be to actively promote, support, and implement the following:

  1. A broad awareness of the nature of specialties in the practice of professional psychology, including professional heath service psychology, within organized psychology and the general public.

  2. A general organizational structure upon which the specialties can build and develop their specialty councils, and provide any needed forum and consultation for the discussion of common issues among the specialties, and for promoting collaboration among the specialties to insure the cooperation and resolution of issues among specialties.

  3. Policies and procedures that further the development, education, training, credentialing, and practice of the specialties of professional psychology.

  4. The development and communication of coherent and consistent policies and procedures within the specialties of professional psychology.

  5. Coordination of efforts among specialties regarding specialty education, training, credentialing, and professional practice.

  6. Advisement and consultation to various organizations that may impact on the education, training, credentialing and practice of specialties in professional psychology. Such organizations may include, but not be limited to, the Commission on Accreditation (CoA) and ABPP, CRSPPP, APA, APA’s Practice Organization, APA’s Education Directorate, the Association of State and Provincial Psychology Boards (ASPPB), the Association of Psychology Postdoctoral and Internship Centers (APPIC), and other similar organizations, regarding policy formation, the planning and coordination of education and training standards relevant to the accreditation, articulation of specialty competencies and practice guidelines, and credentialing and/or certification procedures for specialties in professional psychology.

  7. Publication and dissemination of information significant to the specialties in professional psychology, other organizations within psychology, and to the general public.

 
Article V: Membership and Dues

The CoS shall consist of one representative from each of the specialties recognized by CRSPPP or which have credentialing boards affiliated with ABPP. The representatives shall comprise the Board of Directors of the CoS. Dues and/or assessments may be levied to facilitate the Board’s execution of its responsibilities.

  1. Appointment of one representative from a recognized specialty to the CoS shall be by the specialty council of each qualified specialty in Article III (e.g., a "specialty council" consisting of the ABPP academy in that specialty, the ABPP Board in that specialty, the APA Division(s) in that specialty, and the organization of education and training directors in that specialty at the doctoral internship, postdoctoral residency, and continuing education levels). When a subspecialty is recognized to exist by CoS, the subspecialty will be represented on the CoS Board by the specialty representative under which the subspecialty exists. No subspecialty may have an independent representative on the CoS Board.

  2. Member specialty councils should actively promote, support, and implement policies and procedures that further the development, education, training, credentialing, and practice of that specialty within professional psychology. If an organization that is part of a specialty council engages in activities that undermine the mission of the CoS or promotes policies that impede the development or practice of a psychological specialty and fails to modify these activities or policies when requested to do so by the CoS, the specialty council must remove that organization from its specialty council; and, if it does not, the CoS will no longer recognize that specialty council as a CoS member, nor its representative to the CoS Board.

  3. A specialty representative shall be appointed for a term of three years and may serve a maximum of two three-year terms.

  4. Terms of representatives to the CoS and officers thereof shall begin in January. If a representative serves a partial year, for whatever reason, the first year of the three- year term will begin on January 1 of the year following the end of the partial year served.

  5. Representatives to the CoS commit themselves to regular attendance and participation. Appointment of a new representative may be required by the CoS in the case of insufficient participation by a representative.

  6. Each specialty shall have one representative and each representative shall have only one vote. If an officer of the Board continues on the Board by virtue of an extended term (Article VII), that officer will have one vote in the role of officer.

 
Article VI: Board of Directors

1. Powers
The corporate powers of the CoS shall be vested in a self-perpetuating Board of Directors, consisting of representatives of the specialties as described elsewhere in

the bylaws, which shall supervise, control, direct, and manage the property, affairs and activities of the CoS. The Board of Directors shall have all powers consistent with state law. The number of Directors may be changed at any annual or special meeting of the Board of Directors by a majority vote of the Board.

  1. Annual Meetings
    The annual meeting of the Board of Directors shall be held in Washington, D.C. at a time and place to be fixed by the Board. The annual meetings shall be held for the purpose of electing officers and transacting such other business as may come before the meeting.

  2. Special Meetings
    The Board may schedule such additional meetings as may be required to conduct its work by or at the request of the President or a majority of the Directors.

  3. Notice
    Notice of any annual or special meeting shall be given at least forty-five (45) days prior thereto by written notice delivered personally, via electronic communication, or mailed to each Director at such Director's business or home address. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid, or if delivered personally when face-to-face or telephonic communication of the notice is given. If notice be given by electronic communication, such notice shall be deemed to be delivered when the electronic transmission is sent. Any Director may waive notice of any meeting in writing to the President.

  4. Quorum
    A majority of the incumbent members of the Board of Directors (including one or more officers) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

  5. Presence at Meetings
    Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by any means including electronic communication whereby all persons participating in the meeting can communicate with each other and participation in a meeting in this manner shall constitute presence in person at the meeting.

  6. Action by Consent
    Any action which is required to be, or may be, taken at a meeting of the Directors, or of any committee of the Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are agreeable by a majority of the members of the Board or of the committee as the case may be. The consent shall have the same force and effect as a vote at a meeting duly held and may be stated

as such in any certificate or document. The Secretary/Treasurer shall file the consents with the minutes of the meetings of the Board of Directors or of the committee as the case may be. When applicable, after sufficient time has passed, should objection be sought through only a nay vote, after the deadline for the nay vote has passed, a non-response will be deemed as consent.

  1. Manner of Acting
    The act of the majority of the Directors present at a meeting of the Directors at which a quorum is present shall be the act of the Board of Directors unless a greater number is required under any applicable laws of the State of Missouri.

  2. Policy
    The Board may enact policies to further its work and carry out these bylaws by a majority vote of the members present at any meeting, or by majority vote taken by mail or electronic means.

  3. Salary
    The Directors shall receive no salary for serving as members of the Board of Directors. Directors may be reimbursed for expenses incurred in the performance of their duties.

  4. Liaisons and Observers to CoS from Other Organizations
    Meetings may be attended by liaisons and observers by invitation of the CoS. The Board will identify a list of organizations from whom liaisons may attend any CoS meetings. The President will invite liaisons. The CoS may reject a specific liaison if one or more Board members request such rejection in writing and the Board acts by majority to do so. When a rejection occurs, the Board will request a different liaison from the relevant organization.

  5. Liaisons from CoS to Other Organizations
    Cos may assign a Director the role of liaison from the CoS to any relevant organization, by action of the Board through a majority vote. Liaisons may be reimbursed for some or all of any expenses incurred in the role of liaison, and the Board may set policies from time to time regarding such reimbursement.

  6. Parliamentary Authority
    Keesey's Modern Parliamentary Procedure shall govern the Board in all its tasks.

 
Article VII: Officers

1. Number and Election
     The officers of the CoS shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also elect one or more additional officers. All directors and officers shall be elected at the annual meeting of the Board by a

majority of those Directors present, including newly-elected Directors, and said officers shall hold their respective office at the pleasure of the Board for a term of two (2) years beginning in January following the election. Should no candidate run for one or more of the officer roles, a currently sitting officer shall continue as that officer until a successor shall be identified. Officers may serve a maximum of two terms in any one office. Election to office extends appointment to the end of service in that office, but should an officer’s term as specialty council representative expire while in office, a new representative from the respective specialty shall be appointed by the respective specialty council. In such cases, an officer who is on the Board by virtue of an extended appointment shall have a vote on the Board as an officer.

2. President, Vice-President, Secretary and Treasurer

     President. The President shall be the Chief Executive Officer of the Corporation. The President shall preside at all meetings of the Board of Directors, shall have the power to transact all of the usual, necessary and regular business of the CoS as may be required and, with such prior authorization of the Board as may be required by these Bylaws, to execute such contracts, deeds, bonds and other evidence of indebtedness, leases and other documents as shall be required by the CoS; and, in general, the President shall perform all such other duties incident to the office of President and Chief Executive Officer and such other duties as may from time to time be prescribed by the Board of Directors.

 

Vice-President.

     The Vice-President shall act as Chief Executive Officer in the absence of the President and, when so acting, shall have all the power and authority of the President. Further, the Vice President shall have such other and further duties as may from time to time be assigned by the Board of Directors.

 

Secretary.

     The Secretary shall record and preserve the minutes of the meeting of the Board of Directors and all committees of the Board, shall cause notices of all meetings of the Board of Directors and committees to be given, and shall perform all other duties incident to the office of Secretary or as from time to time directed by the Board of Directors or by the President.

 

Treasurer.

     The Treasurer shall have charge and custody of, and be responsible for, all funds of the CoS, shall deposit such funds in such bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors of the finances at the annual meeting of the Board. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the CoS, that reports of such transactions are presented promptly to the Board of Directors, that all expenditures are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment.

  1. Removal and Resignation
    Any officer may be removed by a unanimous vote of the present members of the Board of Directors at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

  2. Salary
    The officers of the CoS will receive no salary for serving as an officer. No officer shall be prevented, however, from receiving a salary as an employee of the CoS. Officers may be reimbursed for expenses incurred in the performance of their duties.

 
Article VIII: Committees and Task Forces

Standing Committees: The CoS will have an executive committee composed of the officers.

  1. The Board of Directors may, by a majority of the Directors, establish one or more

    additional standing committees, each of which shall consist of two or more Directors, under such terms and with such powers as shall be specified in any action by the Board.

  2. Task forces may be created by action of the Board or by Presidential appointment. Task forces shall be time-limited.

 
Article IX: General Provisions

Except as otherwise provided or restricted in these Bylaws, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the CoS; and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the CoS by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or in any amount unless in the ordinary course of business.

 
Article X: Financial Provisions

  1. Loans. No loans shall be contracted on behalf of the CoS and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Under no circumstances will a loan be made by the CoS to its Directors or officers.
  2. Deposits. All funds of the CoS shall be deposited from time to time to the credit of the CoS with such banks, bankers, trust companies or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents, of the CoS to whom such power may be delegated from time to time by the Board of Directors.
3. Checks Drafts, etc. All checks, drafts or other orders for the payment of money, notes, acceptances or other evidence of indebtedness issued in the name of the CoS, shall be signed by such officer or officers, agent or agents, or the CoS, and in such manner as shall be determined from time to time by resolution of the Board of Directors in accordance with the provisions of these Bylaws.
4. General and Special Bank Accounts. The Board of Directors from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board of Directors may select and may make such rules and regulations with respect thereto, not inconstant with the provisions of these Bylaws. As they may deem expedient.
5. The fiscal year of the CoS shall begin on the first day of January in each year and end on the last day of December in each year.

Article XI: Corporate Seal

The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name, “Council of Specialties in Professional Psychology” and the words "Corporate Seal" and “Missouri.”

 
Article XII: Director Indemnification and Additional Insurance
  1. Indemnification
    Each person who is or was a Director, officer, employee, or agent of the CoS, including the heirs, executors, administrators, or estate of such person, may be indemnified by the CoS against any expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding arising in connection with such person’s conduct in his or her capacity, or in connection with his or her status, as a Director, officer, employee or agent of the CoS.

  2. Limitations
    To avail themselves of the above indemnity a Director or officer must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the CoS. In criminal actions, the Director will not be indemnified if he or she had reasonable cause to believe his or her conduct was unlawful. A determination as to whether such indemnification is proper under the specific facts will be made by the Board of Directors by a majority vote of a quorum consisting of Directors, who are not parties to the action, suit or proceeding, or if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent counsel in a written opinion unless such indemnification is made mandatory by the laws of the State of Missouri.

  3. Additional Indemnity
    By vote of the Board of Directors, the CoS may provide further indemnity. However, no such additional indemnity shall indemnify any person from or on account of such a person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or the result of willful misconduct.

  4. Additional Insurance
    By vote of the Board of Directors, the CoS may purchase and maintain insurance on behalf of a Director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the CoS would have the power to indemnify him or her against such liability.

  5. Not Exclusive
    The indemnification provided by this Article shall not be exclusive of any other rights to which he or she may be entitled under any other bylaws or agreement, vote of disinterested Directors, or otherwise, and shall not limit in any way any right that the CoS may have to make a different or further indemnification with respect to the same or different person or classes of persons.

 
Article XIII: Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any general or special meeting of the Board of Directors of the CoS by a two-thirds vote of the Directors present at such a meeting, but if such alteration, amendment or repeal be at a special meeting, notice of such meeting shall state that the purpose or one of the purposes of such meeting will be to consider and act upon such alteration, amendment or repeal. Mail or electronic ballots may be utilized providing a discussion of the matter had taken place at a prior meeting and allowing a twenty-day response.

 
Article XIV: Subordination

These Bylaws are subordinate and subject to all the provisions of the Articles of Incorporation (and amendments thereto) of this Corporation and to the provisions of the General Not for Profit Corporation Act and furthermore must be consistent with and limited by the provisions of section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).

Amended and ratified by the Board of Directors on November 4, 2017

 

 
 

     © 2019 Council of Specialties in Professional Psychology