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ARTICLE I – NAME AND OBJECTIVES

 

The name and title of the Chapter shall be:

 

MA/RI Chapter of the Employee Assistance Professionals Association.

 

The objectives of the Chapter are to foster the purposes of the Employee Assistance Professionals Association (EAPA) and to provide a vehicle by which members can meet and discuss matters of mutual interest.

Goals:

1.    Professional Ethics:  Support the highest level of ethical practice among Employee Assistance professionals (EAP’s)

2.    Professional Development: Continuously improve the competency and qualifications of EAP’s.

3.    Professional Standards:  Foster the highest level of EAP standards.

 

ARTICLE II – ADMINISTRATION

 

Section 1.     Books and Records

 The Chapter shall maintain a record of the names and contact information of the members entitled to vote. All books and records of the Chapter may be inspected by any member having voting rights, for any proper purpose, at any reasonable time.

 

Section 2.     Fiscal Year

 

The fiscal year of the Chapter shall be from July 1 through June 30.

 

ARTICLE III – MEMBERSHIP

 

Section 1.     Chapter Membership

 No person may be a member of the Chapter unless he or she is also a member in good standing of EAPA.  No person who is a member in good standing of EAPA and who pays all applicable dues may be denied membership in the Chapter. Chapter membership categories and voting rights shall be the same as those established in the EAPA Bylaws. Membership in the Chapter may be terminated for non-payment of Chapter dues.

 

Section 2.     Dues and Assessments

 

Chapter members shall contribute such annual dues and other reasonable assessments as the Chapter shall determine.

 

Section 3:  Nondiscrimination

 

No person shall be denied membership in the Chapter on the basis of race, age, disability, religion, ethnic origin, sexual orientation or gender identity and expression.  The Chapter welcomes individuals of diverse backgrounds as members and is committed to facilitating their inclusion and participation in all Chapter activities.

 

ARTICLE IV – OFFICERS

 

Section 1.     Officers

 

All candidates for Chapter Officer must be Professional or Associate Members of EAPA in good standing and members of the Chapter; and must remain so throughout their term of office.

 The officers of the Chapter are:

President

Vice President

Secretary

Treasurer

Labor Officer

Immediate Past PresidentThe term of office shall be two (2) years or until a successor is elected and assumes office. Terms of office shall commence in May of “odd-numbered” years.No Chapter officer may serve more than two (2) terms in succession in the same office.No member may serve simultaneously as both President and Treasurer.

 

Section 2.     Duties

 The President:

·        Serves as the official spokesperson and representative of the Chapter.

·        Presides over Chapter meetings.

·        Appoints committee chairpersons with the majority approval of the Chapter Executive Committee.

·        Represents or designated Chapter representatives whenever possible to attend regional and international conferences.

·        In the case of a tie vote, shall have the deciding vote.

·        Performs such other duties as the Chapter may require.

·        Must be employed at an EAP/LAP or MAP.

 

 The Vice President:In the absence or disability of the President, performs the duties and exercises the powers of the President, if necessary, for the remainder of the elected term.Chairs the Chapter Program Planning Committee.Performs such other duties and has such powers at the Chapter Executive Committee prescribes.In the event of the resignation or death of the President, immediately becomes the Chapter President for the remainder of the elected term.  The former Vice President Is then able to serve, if elected, as Chapter President for two (2) additional terms or be re-elected as Vice President for one additional term.

 The Secretary:

·        Ensures the accurate production of minutes of all Chapter meetings.

·        Ensures that any notices required by governance documents or the Chapter are distributed properly and in a timely fashion.

·        Ensures that all official Chapter records are properly maintained.

·        In an election year, notifies Chapter members of the upcoming election by electronic mail in the months of December and January.

·        Provided the mailing of the Ballot of Officers to the voting members of the Chapter by electronic mail (and letter as necessary).

·        Performs such other duties as the Chapter may require.

 The Treasurer:

·        Ensures that Chapter financial transactions are timely and proper and that Chapter financial accounts are properly maintained.

·        Ensures that Chapter financial records and tax forms are properly maintained and submitted.

·        Cooperates with the Audit Committee appointed by the Executive Board

·        Reports annually to the chapter membership within three months of the end of the fiscal year (The fiscal year is July 1 – June 30.)

·        Performs such other duties as the Chapter may require.

 

The Labor Officer:Represents the interests of all Labor EAP’s and their dues paying members.Takes responsibility for the planning and programming of the “Labor Month” meeting.May represent the Chapter at the EAPA International Labor Caucus.Performs such other duties and has such other powers as the Chapter Executive Committee prescribes.

The Immediate Past President:

·        Advises the Chapter Executive Committee.

·        Serves for one full term following the term as president.

·        If not running for another office, in an election year, selects an Elections Committee Chairperson.

·        In the event of a dispute about the interpretation and/or application of these bylaws, will chair an ad hoc committee and select two other Chapter members to serve on such committee. This committee will hear and rule upon such dispute and its decision will be binding.

 

Section 3.     Chapter Executive Committee

 

Collectively, the officers of the Chapter shall make up the Chapter Executive Committee.  The Chapter Executive Committee shall be the governing and policy-making body of the Chapter and shall have responsibility for supervising the activities of the Chapter. 

 

Section 4.     Eligibility

 The President of the Chapter must:Be a Professional Member of EAPA in good standing and must remain so throughout his or her term(s) in office.  Be a CEAP & employed at an EAP/LAP or MAP.All other Chapter officers must be either Professional or Associate Members of EAPA in good standing and must remain so throughout their term(s) in office.The Chapter Labor Officer must meet the following qualifications:

1.    Possess a valid union card

2.    Be a member in good standing by paying monthly union dues to the appropriate Local Union.  This must be validated by a letter from the secretary/treasurer or recording secretary of such Union

3.    Be actively involved in providing or administering a joint Labor-Management EAP or Member Assistance Program (MAP).

 

Section 5.     Nomination and Election

 The Chapter Immediate Past President shall appoint, by November 30 in an election year, an Elections Committee Chairperson.  This appointed Chairperson must be a chapter member.  The Chairperson will select two other chapter members to serve on this Committee.  If the Immediate past President is running for election, the highest ranking Chapter Officer not running for election or re-election shall appoint the Elections Committee Chairperson.A Chapter Officer shall notify all chapter members from the floor of the December and January meetings that a Chapter election is upcoming. In lieu of, or in addition to these floor announcements, the Chapter Secretary shall send electronic notification of the election and the election process to all chapter members during these same two months.At least two (2) months before the next term of offices begins, the Elections Committee shall publicize officer openings and identified nominees to all Chapter members.  Additional nominations may be made, up to the date of election, provided that the nominated member is in good standing and meets the requirements for the office.To stand for nomination, a potential nominee must have been or have become a Chapter member by the time of the convening of the January Chapter meeting. Nominees may request one copy of member mailing labels for campaigning purposes.At least one (1) month before the next term of offices begins, the election of officers shall be held.  The Elections Committee shall mail ballots by February 28 to all chapter members of record. If the Chapter has the ability to conduct the balloting electronically, this shall be the preferred method. If paper ballots are used, the stamped and addressed ballot envelops must be returned by (postmark) March 21 or electronic ballots returned by (electronic dating) March 21 to the Elections Committee.The Elections Committee shall meet and count the ballots and report the results to the Executive Committee by March 31.  A plurality of those voting for each position shall be required to elect.The results of the election shall be published in the April and/or May meeting notice, whichever comes first. The new Officers will be sworn in and will assume office during the May Chapter meeting.

 

Section 6.     Vacancy and Removal

 No Chapter officer may remain in office if he/she no longer meets the eligibility criteria for office.Should any elected or appointed officer be unable to fulfill his/her elected term, or if a vacancy should exist for any other reason, the remaining officers (by majority vote) shall appoint a member to fill the vacant position for the remainder of the term.  The appointed member must meet the qualification requirements for the position. Three (3) attempts will be made to appoint a member to a vacant office, and if unsuccessful, the position will remain vacant for the balance of the term.Any Chapter officer may be removed from office by a vote of the membership for failure to perform the duties of office, negligence, violation of EAPA’s Code of Ethics, or any other reason, provided that:

1.    The members of the Chapter, including the officer to be removed, have been notified in advance of the reason for potential removal.

2.    The officer has been provided an opportunity to respond on his/her own behalf.

3.    A majority of those voting vote to remove the officer from office.

 

ARTICLE V – MEETINGS

 

Section 1.     Regular Meetings

 Chapter meetings may be held at such intervals as may be decided by the Chapter, but not less than four (4) times per year.Notification of each regular meeting shall be made at least 30 days before the meeting.

 

Section 2.     Special Meetings

 Special meetings of the Chapter may be called by the Chapter officers or by written request of ten percent (10%) of the members eligible to vote in Chapter elections.Notification of such meeting shall state the purpose of the meeting and shall be made at least 10 days before the meeting.

 

Section 3.     Quorum

 

The presence of 10% of Chapter members who are eligible to vote constitutes a quorum for the transaction of business at any regular or special Chapter meeting.  A majority of voting members present shall be required to take action, unless a greater vote is required by law, EAPA’s Bylaws, or these bylaws.

 

Section 4.     Waiver of Notice

 

Whenever any notice of any meeting of the members is required under provisions of law or these bylaws, a waiver in writing, signed by those scheduled to receive notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice.  Presence at any meeting without objection shall also constitute waiver of required notice.

 

ARTICLE VI – CONFLICT OF INTEREST

 

a.    Any Chapter Officer or member who has a financial or fiduciary interest in, or the appearance of such an interest in, a matter which comes before the Chapter shall bring such genuine or apparent conflict of interest to the attention of the Chapter and shall abstain from voting on such matter unless it is determined that no conflict of interest exists.

b.    Any person who has knowledge of such genuine or apparent conflict of interest on the part of any Chapter Officer or member must bring such conflict of interest to the attention of the Chapter, orally or in writing, and the Chapter Officer or member will abstain from voting on the matter unless it is determined by Chapter that no conflict of interest exists.

c.    When any member of the Chapter, or an interested third party, brings to the attention of the Chapter the claim that a genuine or apparent conflict of interest exists, the Chapter will vote to determine whether an actual conflict of interest exists.

1.    If the majority of those voting determine that, in fact, a conflict does exist, the member with the conflict of interest shall abstain from voting on the matter.

2.    If the majority of those voting determine that no conflict of interest exists, the member may vote on the matter.

 

ARTICLE VII – RELATIONSHIP WITH EAPA AND OTHER PROVISIONS

 

                        Section 1.      Relationship with EAPA

 

The Chapter is a subsidiary unit of the Employee Assistance Professionals Association, Inc. (EAPA).  Any action taken by the Chapter without the prior written consent of EAPA’s Board of Directors shall not be binding on, or on behalf of, EAPA.  EAPA does not authorize the Chapter to act as an express or implied agent for, or on behalf of, EAPA without the prior written consent of EAPA.

 

Section 2.     Tax Status and Restrictions on Activities

 

The Chapter shall operate as a not-for-profit entity, and shall maintain tax-exempt status, either independently and directly from the Internal Revenue Service, or through EAPA’s group exemption.  The Chapter is responsible for the proper conduct of Chapter business and reporting in accordance with federal, state and local requirements.  Notwithstanding any other provisions of the bylaws, the Chapter shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under section 501 (c)(3) of the U.S. Internal Revenue Code of 1986, or any successor provision.

                        Section 3.     Logo and Name

All public uses by the Chapter of EAPA’s name, trademarks, and/or logos must be approved in advance by EAPA.  Any Chapter logo must conform to EAPA guidelines and its use must be approved in advance by EAPA.

Section 4.     Dissolution

 

a.    In the event that the Chapter does not comply with the provisions of these bylaws, EAPA’s Bylaws, and/or any written agreement with EAPA, the EAPA Board of Directors has the right and authority to dissolve the Chapter or take such other action as it deems necessary to disassociate the Chapter from EAPA.

b.        The EAPA Board of Directors has the right and authority to dissolve the Chapter or disassociate the Chapter from EAPA “for cause,” as provided in EAPA’s Bylaws.

c.        In the event of Chapter dissolution or disassociation from EAPA, the Chapter shall make a full accounting to EAPA to show payment of all debts and expenses.  All remaining assets, in whatever form, at the request of EAPA, shall be returned to EAPA and credited to EAPA’s general accounts pending further direction by EAPA’s Board of Directors.  

 

ARTICLE VIII – AMENDMENT OF THE BYLAWS

                        Section 1.     Chapter Responsibility

 

The Chapter shall ensure that its bylaws are kept current in relation to EAPA’s bylaws.

 

Section 2.     Amendment Process at the Chapter Level

 

The Board of Officers shall review the Chapter’s bylaws whenever it receives notice that EAPA’s bylaws have been amended and, in any case, at least once during every term of office.  Should changes be required, the Board of Officers will draft suggested amendments to be submitted for approval by the Chapter membership at the next regularly scheduled Chapter meeting or through a mail or electronic ballot, provided that the notice of proposed amendments shall be given to all voting members of the Chapter at least 10 days before the voting deadline.  Should a majority of those voting support the proposed amendments, the new recommended Chapter bylaws shall be submitted to the EAPA Board of Directors per Section 3 below.

 

                        Section 3.     Approval of Draft Amendments by EAPA.

 

Upon completion at the Chapter level of any amendment to the Chapter bylaws, the recommended amended bylaws must be submitted to EAPA for review and approval by the EAPA Board of Directors.  Chapter bylaws must be approved by the EAPA Board of Directors before they can take effect.

 

ARTICLE IX: COMMITTEES

 

The Chapter President may appoint such committees as may be deemed necessary in furtherance of the purpose of the organization.

 

ARTICLE X: FINANCING OF CHAPTER ACTIVITIES

 

Chapter expenses will be financed through member dues; however, additional funds may be received from other sources.

 

ARTICLE XI: REMUNERATION

 

Members who serve as volunteers of the Chapter may be reimbursed only for actual out-of-pocket expenses, approved in advance by the Executive Committee. The Chapter membership may choose to pay the travel expenses and/or conference fees for designated members of the Chapter (should their own supporting organizations fail to pay) to travel to EAPA or allied events.

 

 

Revised:  October, 2012

Approved by Chapter: April 5, 2013