BYLAWS of the ITALIAN AMERICAN PSYCHOLOGICAL SOCIETY
ARTICLE I
Name, Location, and Duration
1. NAME. The name of this entity is the Italian American Psychological Society (IAPS). Hereafter referred to as the IAPS.
2. LOCATION. The principle place of business and administration shall be located at ItalianAmericanPsychology.org
3. DURATION. The IAPS shall have perpetual existence.
ARTICLE II
Purpose
1. PURPOSE. The IAPS is organized for educational and cultural purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code, 1986, or the corresponding provision of any future federal law. Such purposes are limited to the following aims:
To develop a resource network that links Italian American and Italian psychologists;
To promote a better understanding of Italian and Italian American history, culture and society;
To foster teaching and research on Italian and Italian American history, culture and behavior;
To address misperceptions and other adverse conditions suffered by Italian Americans and Italians by providing or encouraging evidence-based, non-political information to media;
To recognize and honor distinguished Italian American and Italian psychologists;
To recognize and honor others who have advanced Italian American and Italian culture;
To advance the human condition and address injustices and abuses around the globe
ARTICLE III
Membership
1. MEMBERSHIP. Membership in IAPA is limited to psychologists and other individuals who support the advancement of the mission and purpose of the Society.
ARTICLE IV
Board of Directors
1. ELECTION. The IAPS shall designate a Board of Directors who shall initially be appointed by the co-founders to serve a three year term but may be reelected at annual meetings. Board members may offer their voluntary resignation, or be subject to removal as provided by these bylaws.
2. NUMBER. The initial number of Board of Directors shall be five (5), not including the one-year term of each past president which will increase the board membership by one member for that one year. The number of Board members may be increased or decreased without further amendment of these bylaws. At no time may the number of Directors be less than five (5). Each outgoing President of IAPS will be named to the Board of Directors for a period of one year following the termination of their tenure. In the event of a tie vote by the Board the acting President may cast a vote to break the tie.
3. QUALIFICATIONS. To serve as a Board Member, an individual must be a doctoral-level psychologist who meets one or more of the following ADDITIONAL criteria: The individual is of Italian American descent OR the individual has special knowledge or expertise in Italian American psychology, culture, or scholarship. It is not necessary for the Board member to have prior experience serving on a not for profit board, or to have general business or entrepreneurial experience.
4. POWERS. The Board of Directors shall have all IAPS authority, except such powers as are otherwise provided in these bylaws and the laws of the State of New York, to conduct the affairs of the IAPS in accordance with these bylaws. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of IAPS such powers as they deem appropriate.
5. MEETINGS. Regular meetings of the Board of Directors shall be held at the place and time designated by the Board of Directors including phone conference calls, monthly or annual meetings, or otherwise called by a majority of the Board of Directors.
6. SPECIAL MEETINGS. Special meetings may be called by the President of IAPS or a majority of the Board of Directors. Persons authorized to call special meetings shall provide notice of the time and location of such meetings and state the purpose thereof, and no other matter shall be considered by the Board of Directors at such special meeting except upon unanimous vote of all Directors present.
7. ANNUAL MEETINGS. Directors will meet each year for the purpose of organization, the election of officers, and transaction of other business. The time and location of such meeting shall be noticed in writing. Historically these meetings have been held the day prior to the start of the Annual Convention of the American Psychological Association.
8. NOTICE AND WAIVER. Notice of regular meetings and special meetings need not be in writing. Attendance at any meeting shall be considered waiver of the notice requirement thereof.
9. QUORUM. A quorum shall consist of a majority of the Directors (3). If at any meeting, less than a quorum is present (2 members or less), the majority may adjourn the meeting without further notice to the absent Director.
10. VACANCY. Any vacancy occurring in the Board of Directors shall be filled by majority vote of the remaining Directors, though less than a quorum.
11. REMOVAL. Any Director may be removed by majority vote of the remaining Directors for failure to act in the best interests of IAPS, or its stated purpose.
12. COMPENSATION. Directors shall receive no compensation for their service as Directors.
ARTICLE V
Officers
1. DESIGINATION OF OFFICERS. The officers of the IAPS shall be the President, Vice President, Secretary, and Treasurer, and they shall have authority to carry out the duties prescribed in these bylaws. The initial officers of the IAPS shall be designated by the Board of Directors, and shall serve for three years.
2. ELECTION AND TERM. Officers of the IAPS shall be reelected at the annual meeting of the Board of Directors, and shall serve for three years or until their replacements are elected and qualified. Officers may run for reelection.
3. REMOVAL. At any regular or special meeting, any officer may be removed by majority vote of the Board of Directors for failure to carry out the duties of the office as prescribed by these bylaws, conduct detrimental to IAPS, or for lack of sympathy with the stated purpose of the IAPS. Any officer proposed to be removed is entitled to a notice (5) business days prior to the meeting at which the removal shall be considered and may address the Board of Directors at such meeting.
4. COMPENSATION. Officers of the IAPS shall receive no compensation.
5. VANCANCY. Vacancies, in any office for any reason, shall be filled by the Board of Directors for the unexpired term of office.
6. DUTIES OF OFFICES.
A. President: The President is the Chief Executive Officer of IAPS and will, subject to the control of the Board of Directors, supervise and control the affairs of IAPS. The President will perform all duties incident to the office of President and any other duties that may be required by these Bylaws or prescribed by the Board of Directors.
B. Vice President: The Vice-President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice-President will perform any other duties that may be prescribed by the Board of Directors.
C. Secretary: The Secretary will keep minutes of all meetings of Members and of the Board of Directors, be the custodian of the corporate records, give all notices as are required by law or by these Bylaws, and generally perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Bylaws, or which may be assigned by the Board of Directors.
D. Treasurer: The treasurer will have charge and custody of all funds of IAPS, and will deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of IAPS business transactions, and render reports and accountings to the Directors. The Treasurer will perform all duties incident to the office of Treasurer, and any other duties that may be required by these Bylaws or prescribed by the Board of Directors.
ARTICLE VI
Restrictions on Actions
1. ASSETS. All the assets and earnings of the IAPS shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of any Member of the IAPS or be distributed to its Directors, officers, or any private person, except that the IAPS shall be empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article II of these bylaws.
2. EXEMPTIONS. Notwithstanding any other provision of these bylaws, the IAPS will not carry on any activities not permitted by an organization exempt under Section 501(c)(3), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, or organizations whose contributions which are exempt under Section 170(c)(2), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. The IAPS shall have no capital stock, pay no dividends, distribute no part of its net income or assets to any Directors, Officers, and private property of the subscribers, Directors or Officers shall not be liable for the debts of the IAPS.
3. NON-POLITICAL STATUS. No substantial part of the IAPS's activity shall be for the carrying on of a campaign of propaganda or otherwise attempting to influence legislation. The IAPS shall not participate in any political campaign, will not engage in political campaigns or attempt to influence legislation or interfere with any political campaign on behalf or in opposition to any candidate for public office.
4. RESTRICTIONS ON USE OF MEMBERSHIP. While members will be encouraged to discuss and promote the IAPS and its mission and purpose in personal and professional contexts, the Society prohibits any single member of the Society, the Board or its Officers from establishing formal relationships impacting the Society as a whole without informing the Full Board. No such relationships will be permitted without a majority vote by the Board.
5. FOUNDATION RESTRICTIONS. In particular, but not without limitation of the generality of the foregoing paragraph, during such time as the IAPS may be considered a private foundation as defined by Section 509(a), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, it shall not:
A. Fail to distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942, Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
B. Engage in any act of self-dealing as defined in Section 4941(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
C. Retain any excess business holdings as defined in Section 4943(c), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
D. Make any investment on such manner as to subject it to tax under Section 4944, Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
E. Make any taxable expenditure as defined in Section 4945(d), Internal Revenue Code, 1986, or the corresponding provision of any future federal law.
ARTICLE VII
Contracts, Checks, Deposits and Funds
1. CONTRACTS. The Board of Directors may authorize, by general resolution, a Director or Directors, an agent or agents, in addition to persons authorized by these bylaws to enter into any contract on behalf of the Corporation.
2. CHECKS, Drafts and Orders of Payment. All checks, drafts, notes, or orders of payment or other evidence of indebtedness issued in the name of the Corporation shall be signed by the Officer or Board agent such as the Board of Directors may from time to time designate by general resolution of the Board of Directors.
3. DEPOSITS. All funds of the IAPS shall be deposited from time to time to the credit of the IAPS in such banks, trust companies, of other depositories as the Board of Directors may designate.
4. GIFTS. The Directors, collectively or individually, any officer or designated agent may accept gifts, contributions, bequests, or devise of any property on behalf of the Corporation.
5. LOANS. No Director, Officer or agent shall have the authority, on behalf to the Corporation, to enter into a loan or any other contract of indebtedness except by unanimous vote in a specific resolution of the Board of Directors. The authority designated by this provision shall be limited to a single and specific instance.
6. FISCAL YEAR. The fiscal year shall run from August 15 to August 14 of each calendar year. This will allow for continuation of existing fiscal policies or implementation of new fiscal policies following the annual IAPS meeting which occurs every year just prior to the start of the APA Annual Convention.
ARTICLE VIII
Dissolution
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for payment of all liabilities of IAPS, including the costs and expenses of such dissolution, dispose of all the assets of IAPS exclusively for the exempt purposes of IAPS or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of the assets will be distributed to any officer or director of IAPS. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
ARTICLE IX
Statement of Nondiscrimination
Notwithstanding any provision of these bylaws, IAPS shall not discriminate against any director, officer, employee, applicant, or participant on the basis of sex, race, color, ethnicity or national origin.
ARTICLE X
The Board of Directors shall have the power to amend, alter, make and repeal the bylaws of IAPS by majority vote.
ADOPTION OF BYLAWS
Adopted by the Board of Directors by resolution and vote of all directors on the date below:
Elizabeth Messina, Ph.D. (Co-Founder) 2/15/2014
Anthony Marsella, Ph.D. (Co-Founder) 2/15/2014
Joseph Matarazzo, Ph.D. 2/15/2014
Phillip Zimbardo, Ph.D. 2/15/2014
Jack Naglieri, Ph.D. 2/15/2014