Bylaws of The America Association of Counseling & Psychotherapy(AACPT)
A California Nonprofit Public Benefit Corporation
Article Ⅰ: General Rule
The Name of this corporation shall be The America Association of Counseling & Psychotherapy.
2. Principal Office
The principal office of the corporation is located in Los Angeles County, State of California(119 N. Belmont Ave, Los Angeles, California 90026). The designation of the corporation's principal office may be changed by amendment of these Bylaws.
Article Ⅱ: Purposes
1. Specific Purposes
The specific purpose of this corporation is to operate an association to provide education and certification of Counseling Therapy, Psychotherapy, Music Therapy, Art Therapy, Natural Therapy, Stress Management, Meditation Healing, and Marriage & Family Counseling.
2. IRC Section 501(c)(3) Purposes
This corporation is organized and operated for charitable purposes within the meaning of Section 501(c)(3) of the internal Revenue Code.
The number of Directors of the corporation shall not less than three and business shall be conducted by majority vote of members of directors.
2. Election and Term of office
Directors shall be Board of Directors, and each director shall hold office for a period of 2 years and until his or her successor is elected and qualifies. Each director elected to fill a vacancy shall hold the office until expiration of the term for which elected and until a successor has been elected and qualified.
Meeting of Board of Directors may be called by the President at any time as may be necessary as well as the request by the majority of the Directors.
4. Duties & Function
The function of the Board of Directors are to manage all matters concerning corporation's business and every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the corporation.
Directors shall serve without compensation.
Article Ⅳ: Officers
1. Designation of Officers
The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have a Chairperson of the Board.
2. Election and Term of Office
Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
3. Removal and Resignation
Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation.
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
5. Duties of president
The President shall be the chief executive officer of the corporation and shall, subject to the control of Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his her office and such other duties as may be required by law, by the Articles of incorporation, or by these Bylaws, or which may be prescribed from time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of incorporation, or by these Bylaws, he or she shall, in the contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
6. Duties of Chairperson of the Board
If a chairperson of the Board is selected, he or she shall preside at meetings of the Board and shall exercise and perform such other powers and duties as the Board may assign from time to time. If there is no President, the Chairperson of the Board shall also be the Chief Executive Officer and shall have the powers and duties of the President of the corporation prescribed by these By-Laws.
7. Duties of Secretary
The Secretary shall keep or cause to be kept accurate minutes of meetings. He or she shall be the custodian of corporation's records, books, documents, and communication except such books of account as are required to be kept in the Treasurer's custody. Secretary should exhibit any records at all reasonable times to any director of the corporation upon request.
8. Duties of Treasurer
The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall keep and maintain adequate and correct accounts of the corporation's financial proceedings in from authorized and directed by the Board of Directors. The Treasurer shall exhibit at all reasonable times the books of account and financial records to any director of the corporation, on request therefor.
Officers shall serve without compensation.
Article Ⅴ: IRC 501(c)(3) Tax Exemption Provisions
1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
2. Prohibition Against Private Inurement
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net earnings or assets of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons.
3. Distribution of Assets
Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under the Section 501(c)(3) of the internal revenue code.
Article Ⅵ: Finance
1. Source of Financial Support
The sources of financial support shall be registration fee from educational program and contribution from general public.
2. Accounting Period
The fiscal year of the corporation shall be the calendar year.
Article Ⅶ: Auxiliary
The By-Laws may be amended or replaced at the Board of Directors meeting.