American Group Psychotherapy Association Bylaws

ARTICLE I

The name of this Association shall be THE AMERICAN GROUP PSYCHOTHERAPY ASSOCIATION, INC.

ARTICLE II: Purposes

The purposes for which it is formed are

1. To promote mental health through quality group psychotherapy that is clinically sound, cost effective and accessible.

2. To advance the education and encourage the exchange of ideas among group practitioners to improve the provision of mental health services through group psychotherapy and other group interventions.

3. To publish and to make publications available on all subjects relating to group psychotherapy.

4. To encourage the development of sound training programs in group psychotherapy for qualified mental health professionals; and to establish and maintain high standards of ethical, professional group psychotherapy practice.

5. To encourage and promote research in group psychotherapy.

6. To provide intervention and outreach to diverse communities nationally and internationally based on group psychotherapy principles and established protocols.

7. To have all the powers permitted by law to effectuate such aims. No part of the net earnings of the Association shall inure to the benefit of any private shareholder or individual; no substantial part of the resources or activities of the Association shall be devoted to influencing legislation; and the Association shall not participate in, or intervene in (including publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. 

ARTICLE III: Membership

SECTION 1. There shall be seven classes of members of this Association, to be known as: a) Certified Group Psychotherapist Members, b) Professional Members, c) Adjunct Members, d) Early Career Professional Members, e) Student Members, f) Fellows and g) Distinguished Fellows.

SECTION 2. Certified Group Psychotherapist Members 

a. Rights and Privileges. Certified Group Psychotherapist Members in good standing may participate fully in the affairs of the Association, by such activities as voting, serving on Committees, and holding office. 

b. Qualifications. Certified Group Psychotherapist Members are defined as individuals having achieved and maintained such recognition by the International Board for Certification of Group Psychotherapists.

SECTION 3. Professional Members

a. Rights and Privileges. Professional Members in good standing may participate fully in the affairs of the Association by such activities as voting, serving on Committees and holding office. 

b. Qualifications. Professional Members are defined as:

i. Clinicians who hold a minimum of a Master’s degree in a mental health field or allied fields and are licensed to practice in their state or who hold designated national memberships or certifications as defined by the Association Board of Directors.

ii. Academicians who have held a faculty position with an accompanying academic appointment at an accredited university or college, and whose teaching experience during the academic appointment has included courses in the field of group therapy, group theory or group behavior. Academic professionals, for the purpose of this Bylaw, must hold at least a Master's degree in their respective disciplines.

iii. Research professionals who have published in a peer-reviewed journal a minimum of two research studies in the area of group therapy or of group processes in change-oriented groups. At least one study should have been conducted after the granting of the professional or scientific degree. Research professionals, for the purpose of this Bylaw, must hold at least a Master’s degree in their respective disciplines.

SECTION 4. Adjunct Members 

a. Rights and Privileges. Adjunct Members in good standing may participate fully in the affairs of the Association, including such activities as voting and serving on Committees, but may not hold office. 

b. Qualifications. Individuals who have experience as leader or co-leader of therapeutic, educational and/or consulting groups. 

SECTION 5. Early Career Professional Members 

a. Rights and Privileges. Early Career Professional Members in good standing may participate fully in the affairs of the Association, including such activities as voting, serving on Committees and holding designated Board positions for this membership category. 

b. Qualifications. Individuals who have graduated with a minimum of a Master’s degree from an accredited graduate, residency or certificate-granting program in the mental health professions and allied fields within the prior four years, qualify as Early Career Professional Members.

SECTION 6. Student Members

a. Rights and Privileges. Student Members in good standing may participate fully in the affairs of the Association, including such activities as voting, serving on Committees and holding designated Board positions for this membership category.

b. Qualifications. Individuals matriculated in an accredited graduate, or residency or certificate-granting program in the mental health professions and allied fields qualify as Student Members. This membership shall be held on a year-to-year basis and shall require substantiation of student status annually. 

SECTION 7. Fellows

a. Rights and Privileges. Fellows shall enjoy all the rights and privileges of members in good standing, and may participate fully in the affairs of the Association, including such activities as voting, serving on Committees and holding office. 

b. Qualifications. Certified Group Psychotherapist and Professional Members of the Association in good standing: 1) who have been such Members for five years, unless this requirement is waived by unanimous vote of the Board of Directors; and 2) whose outstanding performance in the field of group psychotherapy has been demonstrated by leadership in organizational service as well as excellence in one of the following areas:

i. clinical practice or administration
ii. teaching
iii. research
iv. publications

SECTION 8. Distinguished Fellows

a. Rights and Privileges. Distinguished Fellows in good standing may participate fully in the affairs of the Association including such activities as voting, serving on Committees and holding office. 

b. Qualifications. Fellows who have been Members of the Association for at least 15 years and whose professional career has been such as to distinguish them as among the top theoreticians, practitioners, or trainers in the group psychotherapy field or whose leadership in the Association has been marked with utmost distinction.

SECTION 9. Life Certified Group Psychotherapist Members, Life Professional Members, Life Fellows and Life Distinguished Fellows 

a. Rights and Privileges. Life Certified Group Psychotherapist Members, Life Professional Members, Life Fellows and Life Distinguished Fellows shall have all the privileges of their categories.

b. Qualifications. Certified Group Psychotherapist Members, Professional Members, Fellows and Distinguished Fellows who have had membership for 30 years or those who upon reaching age 70 have a combination of age and years of membership which total 90. 

SECTION 10. Methods of Election 

a. Certified Group Psychotherapist Members are reviewed and approved by the International Board for Certification of Group Psychotherapists.

b. Professional Members, Adjunct Members, Early Career Professional Members and Student Members. These categories shall be offered upon application to all so qualified. Transfer from one category to another may be accomplished as the specified qualifications are reached.

c.Fellows. Applications for Fellowship may be submitted on their own behalf by Members in good standing for five years, or by any Member or Fellow on behalf of another qualified Member or by the Fellowship and Awards Committee on its own initiative. Such applications shall be evaluated by the Fellowship and Awards Committee, whose recommendations shall be submitted to the Board of Directors. A two-thirds vote of those Board Members present and voting shall be required for approval. 

d. Distinguished Fellows. The status of Distinguished Fellow may be granted by the Board of Directors acting upon recommendation of the Fellowship and Awards Committee. A three-fourths vote of those Board Members present and voting shall be required for approval. 

e. Life Certified Group Psychotherapist Members, Life Professional Members, Life Fellows and Life Distinguished Fellows. Life status shall be offered upon application to all so qualified. 

SECTION 11. All members, by accepting such status, shall for all purposes be conclusively deemed to have accepted and to have agreed to be bound by the Constitution and Bylaws of this Association as the same may then exist or as the same may, from time to time, be altered or amended.

SECTION 12. Dues for membership shall be established by the Board of Directors. Two-thirds approval of those Board Members present and voting is required in order to revise membership dues. The dues for each life membership category shall not exceed fifty percent of the dues of the membership categories. The dues are payable in advance for the fiscal year and include annual subscription to the official Journal of the Association. Unless dues are paid within three months after due date, membership shall be terminated.

ARTICLE IV. Affiliate Local and Regional Societies

As part of the purpose of the Association in promoting the growth of group psychotherapy, the formation of Affiliate Local and Regional Societies shall be encouraged. These units should be titled "Society" in order to avoid confusion with the national Association. 

SECTION 1.
The objective of the Affiliate Local and Regional Societies shall be 1) to provide a forum for exchange of information and experience in group psychotherapy; 2) to create opportunities for intensive discussion for small groups; 3) to make group psychotherapy known in the Societies' respective communities. 

SECTION 2.
Groups of Certified Group Psychotherapist Members, Professional Members, Adjunct Members, Early Career Professional Members, Student Members, Fellows and Distinguished Fellows of the Association, not fewer than ten in number, living in close geographical proximity, shall be encouraged to form Local or Regional Societies. Application for Affiliation should be accompanied by the names of the officers, a copy of the Bylaws, and an expression of agreement to the conditions as herein formulated by the Board of Directors, and as added to or amended in the future. The Bylaws and Constitution shall be in conformity with the general principles of the parent Association, the regulations of the state of the Society and are subject to its approval. Each Society's Articles of Incorporation or Constitution and Bylaws should clearly define the Society's geographical area. 

The Affiliate Societies Assembly shall evaluate each application and submit its recommendation to the Board of Directors. A two-thirds vote of those Board Members present and voting shall be required for the granting of Affiliate status. 

SECTION 3.
Disputes between two or more Affiliate Societies or between a Regional and a Local Society developing within the area covered by the Regional Society will be handled in the first instance by the Affiliate Societies Assembly. If no satisfactory solution is arrived at, the dispute will be brought to the attention of the Executive Committee. Similarly, should no resolution be achieved the matter will be presented to the Association Board of Directors for final determination. 

SECTION 4.
Membership in Affiliate Local and Regional Societies shall be primarily comprised of Certified Group Psychotherapist Members, Professional Members, Adjunct Members, Early Career Professional Members, Student Members, Fellows and Distinguished Fellows of the Association residing in the appropriate area who signify a desire to participate in the activities of the Society. The Affiliate Local or Regional Societies should be encouraged to foster among their own memberships the multidisciplinary character of the membership of the Association. Categories of affiliation for other than Association members may be established by Societies. 

SECTION 5.
To remain in good standing, Affiliate Local or Regional Societies shall hold at least one formal meeting annually, and the Secretary of such a Society shall send notices and reports of each meeting or other activity to the Secretary of the Association and to the Chairperson of Affiliate Societies. Affiliate Local and Regional Societies shall not hold publicly announced meetings two weeks before, during and two weeks after an Annual AGPA Connect Meeting of the Association. 

SECTION 6.
The Affiliate Local or Regional Societies cannot speak for or commit the Association in any way. They shall have autonomy in electing their officers, setting their dues for expenses, setting the times and places of meetings, arranging programs, organizing study groups, conducting meetings according to their rules of procedure, inviting speakers and auditors as they may choose, and cooperating with other Affiliate Societies as they may determine. All expenses of organization and meetings shall be met by their members. 

SECTION 7.
An Affiliate Local or Regional Society on notice and after hearing may be disaffiliated by the Association for cause by an affirmative vote of two-thirds of the Members of the Board of Directors present and voting. 

SECTION 8. Affiliate Societies Assembly

a. There shall be an Assembly consisting of one official representative from each Affiliate Local or Regional Society in good standing. The delegate of the Affiliate Local or Regional Society shall be the President or other duly elected or appointed delegate. There shall be four officers of the Assembly: the Chair, the Chair-Elect, the Retiring Chair and a Member-at-Large. The Chair, Chair-Elect and Member-at-Large shall be elected from among the delegates by the Assembly. The Chair and Chair-Elect shall be granted full membership on the Board of Directors with all rights, privileges and responsibilities as though elected by the membership-at-large. The Assembly Chair shall also serve as a member of the Executive Committee. The term of office of the Assembly Officers shall be two years and correspond to the term of the Officers of the Association. 

b. The Assembly shall maintain adequate records and submit progress reports to the Executive Committee and Board of Directors. The procedures of the Assembly are subject to the approval of the Board of Directors. 

The following shall be the duties and responsibilities of the Assembly, plus additional ones as deemed necessary: (a) encourage and be available to assist in the formation of Affiliate Local and Regional Societies; (b) process affiliation applications; (c) encourage and be available to assist Association Local and Regional Societies in developing programs and activities; (d) act as liaison between the Affiliate Societies and the Association Executive Committee and Board of Directors; and (e) serve as an open forum for Local and Regional Societies to air and discuss all issues relevant to their function and make suggestions to the Executive Committee and Board for appropriate consideration. 

ARTICLE V. Meetings of the Association

SECTION 1.
There shall be at least one Annual Membership Meeting held in connection with the Association’s Annual Conference and Institute, AGPA Connect. Notice of the time and place of the Annual Membership Meeting shall be included in the program listings of AGPA Connect. 

SECTION 2.
Special Membership Meetings may be called by the Board of Directors as necessary, in which case notices shall be sent by mail to all members not less than thirty days before such meetings are to be held. 

SECTION 3.
At Membership Meetings, all Members in good standing are entitled to vote. They may also act as proxy for one other Member in good standing on written authorization for a specific meeting. 

SECTION 4.
At all meetings of the membership, one-third of the paid-up membership, or if one-third of the paid-up membership in good standing be more than 100, then 100 shall constitute a quorum. 

ARTICLE VI: Board of Directors

SECTION 1.
The management of the Association and its affairs shall be entrusted to a Board of Directors.

SECTION 2.
The Board of Directors shall consist of the Officers of the Association; the Retiring President for a one-year term; eight additional elected members; two Early Career Professional/Student Members; the Chair and Chair-Elect of the Affiliate Societies Assembly; the Chair of the Group Foundation for Advancing Mental Health Board of Directors; the Chair of the International Board for the Certification of Group Psychotherapists Board of Directors; and the Chief Executive Officer of the Association. The Chief Executive Officer of the Association shall be an ex officio member of the Board of Directors with voice but not vote at Board Meetings. 

SECTION 3. 

The elected at-large Members of the Board of Directors shall be elected for a four-year term. One-half of the Board members at large will be elected every two years in coordination with the election of Officers. Each shall be nominated and elected in the same manner as provided for Officers of the Association in Article VII. 

The Early Career Professional and Student Members shall be elected for a two-year term and will be elected in coordination with the election of Officers.

There shall be no limit on the number of terms an elected Board Member may serve except that a minimum of one year shall elapse between terms. This condition shall not prohibit, however, an elected Board Member from running for office. 

Similarly, a retiring Officer of the Board shall not be eligible to run for elected Board Member status until one year has elapsed following the completion of that Officer's retirement status.

SECTION 4.
A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. 

SECTION 5.
The President of the Association shall preside at meetings of the Board of Directors. In the absence of the President, the President-Elect shall preside, with the Secretary and Treasurer following in that order.

Regular meetings of the Board of Directors shall be held at such times and places as may be fixed by the Board of Directors from time to time. Special meetings of the Board of Directors may be called by order of the President on written request of five members of the Board of Directors. Notice in writing of the time, place and purposes of each meeting of the Board of Directors shall be delivered personally or mailed to each Director at least five days prior to the time of holding such a meeting. No business shall be transacted at special meetings of the Board of Directors other than that set forth in the notice thereof. 

SECTION 6.
The following shall be the duties and functions of the Board of Directors, plus additional ones as deemed necessary: (a) to carry out all the purposes of the Association; (b) to determine the qualifications for Association membership, which will require a two-thirds vote of those Board members present and voting for approval; (c) to be responsible for the business and the financial affairs of the Association; (d) to form, dissolve, reinstitute and reconstitute Committees and Commissions, except as herein otherwise provided for; (e) to select a slate of candidates for election to the Nominating Committee as provided in Section 8 of Article VIII; (f) to fill unexpected vacancies in all offices and in the elected membership of the Board of Directors; (g) to act on recommendations of all Committees and Commissions; (h) to remove from office for cause elected Officers and other Board Members, as provided in Article VII, Section 3 of these Bylaws; (i) to elect two representatives from the elected membership of the Board of Directors to serve on the Search Committee of the Group Foundation for Advancing Mental Health; (j) to elect two representatives from the elected membership of the Board of Directors to serve on the Search Committee of the International Board for Certification of Group Psychotherapists and (k) to approve, remove and fill vacancies as necessary of the Association elected representatives to the Group Foundation for Advancing Mental Health and International Board for Certification of Group Psychotherapists Boards of Directors. 

ARTICLE VII: Officers

SECTION 1.

a. The Officers of the Association shall be a President, a President-Elect, a Secretary and a Treasurer. 

b. The Officers and the other at-Large Board Members of the Association shall be elected by mail ballot vote of the membership. Nominations for Officers of the Association and for members of the Board of Directors shall be made by a Nominating Committee of five Distinguished Fellows, Fellows, Certified Group Psychotherapist Members or Professional Members elected by the membership of the Association as prescribed in Section 8 of Article VIII. 

c. All candidates for Officers and Board of Directors shall pledge to attend all meetings except for cause and chair Committees when appointed by the President or the Board as provided.

d. Selection of candidates for President-Elect. To qualify as a candidate for President-Elect, a Member of the Association must be a past or current elected Member of the Board of Directors or Officer of the Association. 

e. The Nominating Committee shall present to the membership for election by mail ballot vote a slate of no more than two candidates for each of the offices of President-Elect, Secretary and Treasurer, and a slate of no more than two candidates for each Board Member position to be filled by election. 

SECTION 2.
The Nominating Committee shall circulate the complete slate, including candidates for election to the Nominating Committee as provided in Section 8 of Article VIII, to the membership at least 150 days in advance of the Annual Membership Meeting. Additional qualified candidates may be nominated by petition of five percent of voting Members in good standing. Such petitions must be received at the office of the Association not later than 110 days before the Annual Membership Meeting. The official ballot must be mailed to the membership-at-large not less than 90 days, and returned for tabulation, not less than 60 days prior to the Annual Membership Meeting. Write-in votes may also be used by Members of the Association within the provisions of the Article. A majority of votes cast shall be required for election. 

SECTION 3. Removal of Directors or Officers
Any one or more of the Directors or Officers may be removed for cause at any time, by a vote of two-thirds of the Board Members present and voting at a regular or special meeting of the Board of Directors. Cause is hereby defined to be neglect of duty or conduct deleterious to the Association.

SECTION 4.
The term of office for all Officers shall be two years. The President-Elect shall automatically assume the office of President upon expiration of the incumbent's term of office or upon the death or resignation of the incumbent. In the event that there is no President-Elect in office, the Retiring President shall assume the office of President until the next election. Should the Retiring President not be able to accept the office, the next most recent Retiring President shall be asked to assume the office and so on. 

SECTION 5.
The Officers shall have the powers and perform the duties customarily belonging to their respective offices. They shall have the specific duties and powers listed below. 

a. The President shall preside at all business meetings of the Association and act as Chair of the Board of Directors and Executive Committee and act as ex officio member of all Committees; shall exercise general supervision over all the affairs of the Association; shall appoint such ad hoc Committees as may be deemed necessary and advisable; and shall perform such other duties as are incident to this office, or as may be properly required by actions of the Association or of the Board at duly constituted meetings. The President shall serve concurrently as an ex officio member of the Boards of Directors of the Group Foundation for Advancing Mental Health and the International Board for Certification of Group Psychotherapists with vote. At the conclusion of the Presidential term of office, the President shall serve one year as a Director. 

b. The President-Elect shall, in the absence or incapacity of the President, perform the functions of the President and shall be a member of the Executive Committee and an ex officio member of all other Committees. The President-Elect shall serve concurrently as an ex-officio member of the Board of Directors of the Group Psychotherapy Foundation for Advancing Mental Health and the International Board for Certification of Group Psychotherapists.

c. The Secretary shall keep records of all business sessions of the Association and of all Board Meetings and make reports thereon as the Board may from time to time instruct; shall conduct and have custody of the official correspondence of the Association and the Board; shall issue calls and notices of meetings; shall oversee the periodic assessment of the adequacy of the Bylaws and any proposed revisions thereto; and shall perform such other duties as are incident to the office, or as may be properly required by actions of the Association or of the Board at duly constituted meetings. The duties of the Secretary as set forth herein may, to the extent permitted by law, be delegated by the Board to the Association's Chief Executive Officer, and/or a designee of the Chief Executive Officer. 

d. The Treasurer shall receive all monies due to the Association and shall disburse such sums as are necessary to meet lawful indebtedness incurred and authorized by vote of the Association or by the Board. The Treasurer shall have custody on behalf of the Association of all funds and securities of any type, and shall deposit the same in the name of the Association in such a bank or banks as the Board may direct; shall have custody of all property of the Association and shall hold the same subject to the order and direction of the Board. With the advice and consent of the Board, the Treasurer shall have the power to invest and reinvest surplus funds and with the advice of the Executive Committee shall prepare a budget for each year's activities for the approval of the Board. The Treasurer shall arrange to have the accounts examined annually by certified public accountants and shall render to the Association at the Annual Membership Meeting, on behalf of the Board, and verified to the Board, an accurate account of all sums received and disbursed during the preceding fiscal year; the assets and liabilities of the Association; and a report of the audit made of the accounts. Such other duties as are incident to the office, or as may be properly required by actions of the Association or of the Board at duly constituted meetings also shall be performed by the Treasurer. The duties of the Treasurer as set forth herein may, to the extent permitted by law, be delegated by the Board to the Association's Chief Executive Officer, and/or a designee of the Chief Executive Officer. 

e. The Board of Directors shall cause the Association to employ a salaried chief executive who shall have the title of Chief Executive Officer. The Executive Committee is delegated the authority to determine the contract for ongoing compensation and other arrangements of the Chief Executive Officer. Such data will be reported to the Board of Directors. 

The Chief Executive Officer shall manage and direct all activities of the Association in accordance with Association policies; shall administer the Association office staff and facilities to best represent the Association; shall employ, terminate and manage staff to carry out the work of the Association; and shall define duties, titles, responsibilities and accountability of staff. 

The Chief Executive Officer serves as a non-voting ex officio member of the Executive Committee and the Board of Directors and all other committees of the Association; the Chief Executive Officer may name a designee to serve as a non-voting ex officio committee member. 

With regard to the Group Foundation for Advancing Mental Health, the Chief Executive Officer carries out the same management activities on behalf of the Foundation as is carried out for the Association, serves as Secretary-Treasurer, with all of the position's commensurate responsibilities, and serves with voice and vote on the Board of Directors and Executive Committee and as ex officio member of all other committees of the Foundation; the Chief Executive Officer may name a designee to serve as non-voting ex officio committee member. 

With regard to the International Board for Certification of Group Psychotherapists, the Chief Executive Officer carries out the same management activities on behalf of the Board as is carried out for the Association and Foundation, serves as Secretary-Treasurer, with all of the position’s commensurate responsibilities, and serves with voice but not vote on the Board of Directors and Executive Committee and as ex officio member of all other committees of the Board; the Chief Executive Officer may name a designee to serve as non-voting ex officio committee member.

ARTICLE VIII. Committees

SECTION 1.
a. All Chairs of Standing Committees except as hereinafter provided, shall be appointed for a term of two years by the President and confirmed by a simple majority vote of the Board of Directors. In case of resignation or death of a Committee Chair, the President is to appoint a successor; such appointment shall be temporary until approved by the Board at its next meeting. 

b. The AGPA Connect Committee shall have Co-Chairs, who shall serve for four years. Their term of office shall be arranged so that every two years the Committee will have one new Co-Chair. One year before assuming the Presidency, the President-Elect shall appoint, subject to Board approval the Co-Chair designate who becomes a member of said Committee unless already serving. The Co-Chair designate will serve as assistant to the Co-Chairs for one year and will then serve as Co-Chair during the Presidential term of the President who so nominated. 

SECTION 2.
a. The Standing Committees shall consist of: 1) Executive Committee, and Committees on 2) Membership Engagement, 3) AGPA Connect, 4) Editorial Board of the International Journal of Group Psychotherapy, 5) Public Affairs, 6) Nominating and 7) Fellowship and Awards.

b. Members of Standing Committees, other than AGPA Connect Committee Co-Chair designates, the Executive Committee, the Editorial Board and Nominating Committee shall be appointed for a two-year term by the Chairs of the respective Committees in consultation with the President; at least one-third of the members of the Committees shall be appointed from the membership of the preceding Committees. 

c. Each Committee shall maintain adequate records and submit progress reports to the Executive Committee and Board of Directors. 

SECTION 3. Executive Committee
a. The Executive Committee shall consist of the President, who shall be the Chair, the President- Elect, the Secretary, the Treasurer, the Chair of the Affiliate Societies Assembly, the Chair of the Group Foundation for Advancing Mental Health, the Chair of International Board for Certification of Group Psychotherapists and the Chief Executive Officer of the Association. The Chief Executive Officer of the Association shall be an ex officio member of the Executive Committee with voice but no vote at Executive Committee meetings. 

b. The Executive Committee is charged with the following responsibilities: to plan for the advancement of the Association's activities and welfare, to review and assess the affairs of the Association, to guide, oversee and coordinate the activities of all Committees of the Association, to advise and assist the Treasurer in preparing and recommending to the Board of Directors the annual budget and the management of the expenditure and income of the Association, to address ethical matters brought to their attention and to exercise the powers of the Board of Directors in the intervals between its meetings. 

c. All actions of the Executive Committee in order to remain in effect have to be approved by the Board at the next meeting of the Board, provided no rights of third parties are prejudiced. 

d. The Executive Committee, without assembling, may take action by a majority vote through either a mail or telephone ballot with like effect as if such action were taken at a meeting of the Executive Committee duly convened and held with a quorum present and voting. 

SECTION 4. Membership Engagement Committee
This Committee shall consist of no less than four members, including the Chair. In accordance with the provisions of Article III of these Bylaws, the functions of the Committee shall be (a) to invite and grant Membership to qualified applicants; (b) to develop and implement plans for the recruitment and retention of members; and (c) to plan and carry out opportunities to engage members and potential members with Association programs and services in person and online.

SECTION 5. AGPA Connect Committee
This Committee shall consist of no less than twelve members, including the Co-Chairs, and shall have responsibility for organizing, promoting and conducting the program of the Annual Conference and Institute. 

SECTION 6. Editorial Board of the International Journal of Group Psychotherapy 

a. Prior to the appointment of a new Editor, the Board of Directors shall review the functions of the Journal. 

b. The Editor shall be appointed by the Board of Directors and be directly accountable to it. This appointment shall be for a five-year term and may be renewed once. 

c. The Editorial Board of the International Journal of Group Psychotherapy shall consist of the Editor and as many Editorial Board members as may be deemed necessary to conduct the Editorial affairs of the Journal. These individuals must be members of the Association and their appointment shall be subject to the approval of the Board of Directors. 

d. The Editor, with the advice and consent of the Editorial Board, may appoint as many Consulting Editors as may be deemed advisable. Such Editors are not required to be members of the Association.

e. The members of the Editorial Board and the Consulting Editors shall serve at the pleasure of the Editor and in no case shall their term of office run beyond the tenure of the Editor. There shall be no limit, however, on how many times they can be reappointed by subsequent Editors.

SECTION 7. Public Affairs Committee
This Committee shall consist of no less than three members including the Chair(s). Its function shall be to advocate for health care issues in relevant public and social policy arenas. The accomplishment of this effort will include but not be limited to the dissemination of knowledge of group psychotherapy theory and practice and information about the Association to relevant groups and consumers as well as communication and/or collaboration with multidisciplinary professional efforts that address such issues as standard setting, service delivery systems, legal rights, ethics, privileges and responsibilities, third-party coverage and other such mental health issues as may be of concern to the Association’s members and the public.

SECTION 8. Nominating Committee
a. The Nominating Committee shall consist of five members, one of whom shall be the Retiring President of the Association, two others of whom shall be currently serving on the Board of Directors with vote and two others of whom shall be from the general membership. 

The Nominating Committee shall serve two years concurrently with the tenure of the President. The Nominating Committee shall prepare a slate of candidates for Officers and Members of the Board in accordance with Article VI, Section 3 and Sections 1 and 2 of Article VII. The Nominating Committee is to present its slate to the Board of Directors no later than the Spring Board Meeting each year. A majority vote will be required to veto a slate or any portion thereof. Should the Nominating Committee fail to act, the Board of Directors shall fulfill such a function. 

b. A slate of candidates for the Nominating Committee shall be prepared by the Board of Directors and submitted to the membership of the Association for mail ballot vote. 

c. The slate when submitted to the membership shall be divided into two categories and consist of four Members currently serving on the Board of Directors with vote, and four Certified Group Psychotherapist Members, Professional Members, Fellows or Distinguished Fellows of the Association. 

d. The two candidates in the current Board Member category receiving the highest number of votes, and the two candidates in the general membership category receiving the two highest votes shall be deemed elected to the Nominating Committee. The Retiring President of the Association shall be the Chair of the Nominating Committee. 

e. The Nominating Committee shall be responsible for leadership development, orientation and training of all components of the organization which include Board members, committee chairs, committee members and the chairs of Special Interest Groups. Additionally, the Nominating Committee shall coordinate leadership development activities with the Group Foundation for Advancing Mental Health and the International Board for Certification of Group Psychotherapists.

SECTION 9. Fellowship and Awards Committee
This Committee shall consist of no less than three Fellows, including the Chair whose responsibility it shall be to evaluate applications for Fellowship and Distinguished Fellowship, in accordance with the provisions of these Bylaws, and to make recommendations to the Board for action. A list of qualified applicants with relevant information shall be mailed to all members of the Board of Directors and to the Officers of the Association for an expression of opinion, approval or disapproval, at subsequent Board of Directors meetings. A two-thirds majority of those present and voting shall be required for Fellowship approval and a three-fourths majority of those present and voting shall be required for Distinguished Fellowship approval. This committee shall also have the responsibility to recommend to the Board of Directors the presentation of awards and honors to individuals or groups that may have made a significant contribution to the mental health field. A two-thirds majority of those present and voting shall be required for such approval. 

ARTICLE IX. Fiscal Year

The fiscal year of the Association shall begin July 1st and end June 30th of the following year. 

ARTICLE X. Indemnification and Insurance

SECTION 1. Indemnification. Each director, officer, or employee of the Association, or any person who serves at the request of the Association as a director, officer, or employee of the Association, shall be indemnified by the Association against any and all liabilities, claims, costs, and expenses (including lawyers’ fees) actually and necessarily incurred by or imposed on such individual in connection with the defense of any action, suit, or proceeding to which such individual shall be made party by reason of having served as a director or officer of the Association, or for breach of any duty owed to the Association, whether or not such individual continues to be a director, officer, or employee of the Association at the time such claims or liabilities arise.  Such indemnification shall be to the fullest extent permitted by Section 722 of the New York Not-For-Profit Corporation laws, or any superseding statute or statutes, and to the fullest extent otherwise permitted by law, but shall not apply in any case where the act or failure to act gives rise to any breach of duty based on (1) a judgment or other final adjudication adverse to any director, officer, or employee of the Association which establishes that the acts or omissions by such individual were in bad faith or involved intentional misconduct or a knowing violation of law or that such individual personally gained a financial profit or other advantage to which such individual was not legally entitled or that such individual’s acts violated Section 719 of the New York Not-For-Profit Corporation Law, or any superseding statute or statutes; or (2) any act or omission prior to the adoption of this Section.

SECTION 2. Insurance. The Association shall have power to purchase and maintain insurance on behalf of any director or officer of the Association against any liability asserted against such individual and incurred by such individual in any such capacity, or arising out of such individual’s status as such, whether or not the Association would have the power to indemnify such individual against such liability under the provisions of Section 1 of the Article.

 

SECTION 1. 

Amendments to the Bylaws may be proposed by any Member of the Association to be submitted to the membership for mail vote under the following conditions: (a) if the proposed amendment is introduced at an Annual Membership Meeting or a special meeting of the membership of the Association and two-thirds of the attending members vote in favor of submitting it to the entire membership for mail vote, or (b) if the proposed amendment is submitted to or originates in the Board of Directors and two-thirds of the Board Members present vote in favor of submitting it to the entire membership for mail vote.

SECTION 2. 
The ballots on any amendment so directed to be submitted to the entire membership, for a mail vote, must be returned not less than 30 days from the day of mailing to be counted. The affirmative vote of the majority of the ballots so returned shall be necessary and sufficient for the adoption of such amendment or amendments. 

Any rephrasing, rewording, reorganizing or renumbering of the Bylaws, the sole purpose of which is to eliminate redundancy, poor use of language or to bring a new Bylaw or Bylaw revision into its correct sequence may be authorized by a two-thirds vote of the Board of Directors provided that such changes do not represent a substantive change in the intent or spirit of the Bylaws. In such instances, a mail referendum of the membership shall not be required.