The Washington Association for Infant Mental Health

WA-AIMH ByLaws

You may read the WA-AIMH bylaws below. Or, if you prefer, you may download them, using this link: WA-AIMH Bylaws (revised 10 9 13)

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Washington Association for Infant Mental Health (WA-AIMH)
Bylaws – July 14, 2011

Revised: August 7, 2013
Revised: October 9, 2013

ARTICLE I – NAME AND PURPOSE

The name of this nonprofit Corporation shall be Washington Association for Infant Mental Health, also known as WA-AIMH, and hereinafter called “the Corporation.” The purpose of the Corporation shall be to operate exclusively for religious, charitable, scientific, literary, or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, and specifically to promote the understanding of infant mental health among professionals in the State of Washington and the Pacific Northwest. The Corporation is an affiliate of WAIMH, the World Association of Infant Mental Health. WAIMH’s mission is to promote education, research, and study of the effects of mental, emotional and social development during infancy on later normal and psychopathological development through international and interdisciplinary cooperation, publications, affiliate associations, and through regional and biennial congresses devoted to scientific, educational, and clinical work with infants and their caregivers.

ARTICLE II – DELINEATION

This Corporation shall be a nonprofit Corporation, and no part of its funds, pecuniary gains or profits shall be distributed to, used by or inure to the benefit of any private individual or Member. The officers of the Corporation shall serve without compensation, and no Member shall receive any pecuniary benefit from this Corporation except for reimbursement for actual expenses incurred in connection with the business of the Corporation.

ARTICLE III – MEMBERSHIP

Section 1: Eligibility. The Membership shall consist of professionals dedicated to the transdisciplinary study of infancy, including, but not limited to, child psychiatrists, child psychoanalysts, parent-infant specialists, pediatricians, psychologists, child development researchers, perinatologists, neonatologists, nurses, social workers, linguists, occupational therapists, physical therapists, speech pathologists, infant care providers, early child educators, and others whose educational and vocational credentials demonstrate scientific and vocational expertise in the field of infancy.

Section 2: Dues. Members shall pay dues as established by the Board of Directors. Dues for the ensuing year shall be payable on or before October 1 of that Fiscal Year. Dues for a new joining Member will be at the full rate regardless of the time of year the new Member joins unless the Board determines that a pro-rata system is to be used in any given year. A Member who has not paid dues shall be considered delinquent and ineligible for membership benefits.

Section 3: Duties and Privileges of Members. Members may hold office in the Corporation and may serve as Members of the Board, if so elected. Any member may attend regular meetings of the Corporation including Board meetings, and participate fully in a non-voting capacity, unless the member is a Director who shall then participate in a voting capacity.

ARTICLE IV – FINANCES

Section 1: Revenue and Fund Raising. Revenue may be generated by the Corporation by activities and events such as professional seminars, conferences and trainings or the sale of publications or other salable goods determined by the Board. Funds may also be raised by assessment of dues, by special assessments, or received as voluntary contributions through bequest, legacies, devices and gifts.

Section 2: Expenditures. The Executive Director of the Corporation may make expenditures on behalf of the Corporation up to the amount of ten thousand dollars ($10,000). Expenditures above this amount must be approved by a majority vote of the Board of Directors.

Section 3: Fiscal Year. The Fiscal Year of the corporation shall be a period of twelve (12) consecutive calendar months commencing with the first day of Septmber to the 31st day of August of each year.

ARTICLE V – BOARD OF DIRECTORS

Section 1: Authority of the Board. The Board of Directors is the governing body of the Corporation and is responsible for the conduct of the Corporation in all of its endeavors, activities and operations. The Board of Directors shall prescribe the salary range and shall supervise the work of the Executive Director of the Corporation.

Section 2: Members, Number and Term. The Board of Directors shall consist of no less than five (5) nor more than fifteen (15) Directors. All elected Officers of the Corporation shall serve as Members (Directors) of the Board during their elected terms of office. Except as otherwise provided in Section 3 of this Article, the remaining Directors shall be elected to terms of three (3) years with a maximum of three terms. Directors shall serve for the terms to which they are elected and until election and qualification of their respective successors. Board members who have served three (3) terms may be re-elected to the Board for an additional three (3) terms after one year in absentia.

Section 3: Vacancies. If a Director’s term has expired or if the Director resigns or is removed, a new Director shall be elected at the annual meeting of the Board. If a Director has resigned or has been removed from such position before his/her term has expired, or if any board positions are vacant, a temporary Director may be elected by the Board to serve until the annual meeting at which time the temporary Director may be elected to the Board for a full term.

ARTICLE VI – OFFICERS

Section 1: Officers. The Officers of the Corporation shall be an Executive Director, a President, a President- Elect, a Past President, a Secretary, and a Treasurer. No one person shall hold more than one (1) office. The Corporation shall have the power to create such other elective offices as are necessary for the fulfillment of its purposes and functions.

Section 2: Terms. Terms of office shall begin September 1 of any given year. Generally the President shall first serve as President-Elect for one year, President for two years, and subsequently, Past President for one year in sequence.

Section 3: Removal of Officers and Vacancies. Any officer may be removed by a 2/3 vote of the full Board. In the event of a vacancy in the office of the President, or during an absence or inability to serve, the duties and powers shall devolve upon the President-Elect or, in the latter’s absence, upon the Past President. The Secretary or Treasurer can serve in the President’s absence if none of these other officers are present. In the event a vacancy exists in the office of Secretary or Treasurer, the Board may elect a new person to fill either of those roles.

Section 4: Duties

Executive Director: The Executive Director shall be a non-voting officer of the Corporation and shall be subject to the direction and control of the Board of Directors. He or she shall have general supervision of the business and affairs of the Corporation. The Executive Director shall sign official documents, contracts or other instruments, except when the signing and execution thereof has been expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. He or she shall be the disbursing officer of current funds. The Executive Director shall be an advisory member of all committees.

President: The President shall preside at all meetings of the Corporation. The President appoints the Members and chairmen of all committees and may make such appointments immediately after taking office. Committee appointments shall be for one (1) year unless otherwise determined by the President. The President shall be an ex-officio Member of all appointed committees. The President may assign other duties as necessary.

President-Elect: The President-Elect shall succeed to the office of President after serving a term in office and is charged with the presiding duties of the President at corporate meetings in the absence of the latter.

Past President: The Past President shall function in an advisory capacity to the President, and shall take on other duties as assigned by the President.

Secretary: The Secretary shall be responsible for ensuring that minutes of the Board of Directors are recorded and maintained. He or she shall be responsible for the official correspondence of the Corporation, and shall preside in the event of the absence of the President, Past President, and President Elect at Board meetings. The Secretary may perform other duties as assigned by the President.

Treasurer: The Treasurer shall provide for the safe keeping of all endowment or permanent funds of the Corporation, shall review for the Board and report on financial statements, and work with the Executive Director to develop an annual organizational budget that shall be approved by the Board. Other duties may be assigned by the President.

ARTICLE VII – MEETINGS

Section 1: Regular Meetings. Regular meetings of the Board of Directors shall be held according to a schedule to be determined annually by the Board with no less than four meetings per year. All meetings of the Board shall require prior notice of at least three (3) days and may be sent by mail or electronically (by e-mail). An annual meeting of the Corporation shall also be held as a regular business meeting in August at which time Board members and officers are elected and the annual budget is set. Failure to hold an annual meeting at the time stated in these Bylaws does not affect the validity of any corporate action. .

Section 2: Special Meetings. Special meetings of the Board of Directors may be called by or at request of the President or any one or more of the directors in office, by executing a record. The person or persons authorized to call a special meeting may fix the place and time for holding any special meeting called by them. Such notice shall be delivered at least three (3) days prior to the meeting. Notice may be sent by mail or by electronically, by e-mail.

Section 3: Quorum. The presence of thirty percent (30%) of the voting members of the Board of Directors shall be necessary to constitute a quorum for all meetings of the Board. The affirmative vote of a majority of those present and entitled to vote at any business meeting at which a quorum is present shall be necessary and sufficient to constitute action by the Board of Directors unless otherwise prescribed by an applicable provision of the Bylaws.

Section 4: Participation by Telephone: Members of the Board may participate in a meeting of the Board of Directors by means of a conference telephone line or similar communications equipment by which means all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

Section 5: Actions by Unanimous Consent In Lieu of Meeting: Any corporate action required or permitted by the Bylaws to be taken at a meeting of the directors of the Corporation or at a meeting of a committee of the Board of Directors may be taken without a meeting if a consent, in the form of a record setting forth the action so taken shall be executed by all of the directors or all of the members of the committee, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and may be described as such. Any such consent shall be inserted in the minutes book as if it were the minutes of a meeting of the Board of Directors.

Section 6: Rules Of Order. Parliamentary usage as set forth in Robert’s Rules of Order, as periodically revised, shall govern all meetings of this corporation.

ARTICLE VIII – COMMITTEES

Section 1: The President, and/or Board of Directors by way of a simple majority vote, may designate special committees for particular purposes in the furtherance of the goals and objectives of the Corporation. As specified in Article VI, Section 4, the President shall appoint the Chair and all Members of any committees established by the Corporation.

Section 2: Executive Committee: Each year at its annual meeting, the Board of Directors shall appoint an Executive Committee consisting of the officers of the Board and any additional members of the Board as agreed upon and determined by the full Board. The President of the Board shall act as chair of the Executive Committee. During the intervals between meetings of the Board, the Executive Committee shall possess and may exercise all the powers and functions of the Board of Directors in the management and direction of the affairs of the Corporation in all cases in which specific direction shall not have been given by the Board of Directors. The Executive Committee shall nominate candidates willing and qualified to serve as directors of the Corporation for terms commencing at the next annual meeting and to fill vacancies that may arise.

ARTICLE IX – ELECTIONS

Elections of Officers and Board Members will be conducted at the August meeting in election years. Newly elected Officers will take office at the October meeting. A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board of Directors for the unexpired portion of the term or for a new term established by the Board of Directors.

ARTICLE X – AMENDMENTS

These Bylaws may be amended or repealed by the affirmative vote of a majority of the directors then in office at any meeting of the Board of Directors, as long as there is a quorum present

ARTICLE XI – DISSOLUTION

In the event of dissolution of this corporation, voluntary or involuntary or otherwise, all of the property and assets of this corporation shall go to one (1) or more nonprofit corporations whose purposes are similar to that of this corporation. The assets and property so transferred shall be used solely and exclusively to further educational and scientific purposes. In the event of dissolution, no portion of the assets or property or funds of this corporation shall ever be distributed to any of the members, officers, minister, directors or members of the Board.

ARTICLE XII – LIABILITY

Section 1: Personal Liability: Except as provided by law and the Articles of Incorporation for this Corporation and these Bylaws, there shall be no liability on the part of, and no cause of action for damages against any Director, including any Director who is an Officer of this Corporation based upon any alleged failure to discharge the person’s duties as a Director or Officer. This provision does not eliminate or limit the acts or omissions that involve intentional misconduct by the Director or Officer or a knowing violation of the law by the Director of Officer, or any transaction from which the Director or Officer will personally receive a benefit in money, property or services to which the Director or Officer is not legally entitled.

Section 2: Indemnification: Any person who is or was a Director, Officer, employee or agent of the Corporation, shall be indemnified by the Corporation against all expenses, actions, suits, judgments, fines, liabilities, claims, and amounts paid in settlement of any and all loss, cost, liability, or expense resulting from any of the above (including attorney’s feed incurred in connection with any thereof) to the full extent provided by the Corporation’s insurance policies and to the extent such indemnification is permitted or required by Washington state law. The Board of Directors shall authorize the purchase of Director and Officer liability insurance, on behalf of the Corporation.

RESOLVED:

That this Revision to the Bylaws signed by the Directors and entered into the minute book is hereby approved and adopted as the Bylaws of this Corporation and supersedes all previous versions and amendments of the Bylaws.

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SUSAN SPIEKER, PhD

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JUDY BURR-CHELLIN, LMHC

Dated this 9th day of October, 2013

CERTIFICATE

I, Judy Burr-Chellin, hereby certify: That I am the duly elected and acting Secretary of Washington Association for Infant Mental Health, a Washington nonprofit corporation, and that the foregoing Bylaws constitute the Bylaws of said corporation as duly adopted by the Board of Directors at a meeting duly held on August 7, 2013. This version of the Bylaws supersedes all previous versions and amendments of the Bylaws.

Dated this 9th day of October, 2013.

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