INTERNATIONAL SOCIETY OF CLINICAL PSYCHOLOGY BY-LAWS

ARTICLE I NAME AND PURPOSE

Section 1 The name of this organization shall be the International Society of Clinical Psychology.

Section 2 The purpose of this Society shall be to provide a vehicle for global communication in clinical psychology through research and its dissemination, support the education and training of clinical psychologists based on a foundation level of knowledge, support development of a global certification for clinical psychologists, and work with other world organizations to provide clinical psychology expertise for mental health services.

ARTICLE II MEMBERSHIP

Section 1 There shall be three categories of membership in this Society: Member, Affiliate, and Student Affiliate.

A. Member To qualify for the status of Member, an individual must be a qualified Clinical Psychologist in the country in which s/he resides. A Member shall be entitled to the following rights and privileges:

1. To attend and participate in the meetings of the Society.

2. To receive the publications and communications of the Society.

3. To hold office and to serve on committees of the Society.

4. To vote in regular and special elections.

B. Affiliate To qualify as an Affiliate, an individual shall have an interest in the practice, research, teaching, administration and/or study in the field of international Clinical Psychology. Affiliates shall:

1. Be entitled to attend and to participate in the meetings of the Society and to receive its publications and communications.

2. Not be entitled to hold office, serve as voting members of Committees of the Society, nor vote in regular or special elections.

B. Student Affiliate To qualify as a Student Affiliate of the Society, an individual shall be enrolled in a graduate program or school of recognized standing in the area of psychology. Student Affiliates shall:

1. Be entitled to attend and to participate in the meetings of the Society and to receive its publications and communications.

2. Not be entitled to hold office, serve as voting members of Committees of the Society, nor vote in regular or special elections.

Section 2 The Secretary shall be responsible for communication the actions of the Board of Directors with respect to the various categories of membership to the applicants in a timely function.

ARTICLE III OFFICERS

Section 1 The Officers of the Society shall be a President, President-elect, Past President, Secretary and Treasurer.

Section 2 The President shall be the Member who has just completed a term as President-elect. S/he shall succeed to office by declaration at the close of the year after elections as President-elect, and shall serve for one year. The President shall preside at all meetings, shall be the Chair of the Board of Directors and shall perform all other usual duties of a presiding officer. The President shall cast a vote at meetings of the Board of Directors only when the vote would break a tie.

Section 3 The President-elect shall be a Member of the Board of Directors, and shall perform the duties traditionally assigned to a Vice-president. The term of office of the President-elect shall be one year. In the event that the President shall not serve a full term for any reason, the President-elect shall succeed to the unexpired remainder thereof and continue to serve through his/her term.

Section 4 The Past President shall be the most recently retired President of the Society, shall serve as a member of the Board of Directors and shall serve as the Chair of the Nominations and Elections Committee. The term of the office of the Past President shall be one year. If, for any reason, the Past President shall not serve a full term of office, the office shall remain vacant through the balance of the year in which the vacancy occurs.

Section 5 The Secretary shall be elected for a term of three (3) years. The Secretary shall be a member and the Secretary of the Board of Directors, shall safeguard all the records of the Society, shall keep the minutes of the Society and of the Board of Directors, shall inform the membership of action taken by the Board of Directors, shall keep an updated membership mailing list, and shall perform all usual duties of a Secretary.

Section 6 The Treasurer shall be elected for a term of three (3) years. The Treasurer shall be a member of the Board of Directors, shall oversee custody of all membership funds and property of the Society, shall oversee the receipt of all money by the Society, shall direct disbursements as provided under the terms of these Bylaws, shall oversee the keeping of adequate accounts, shall prepare the annual budget in consultation with the President and Board of Directors, shall make an annual financial report to the Society and, in general, shall perform the usual duties of a Treasurer. In the event of the incapacity of the Treasurer, or a vacancy in that office, the President-elect is authorized to serve in his/her stead until the next yearly election.

Section 7 The Officers shall assume their positions on January 1 of each calendar year and shall maintain them until their successors are seated. During the period between their election and the assumption of office, the Officer shall be given the title of Officer-designate and shall be ex-officio, non-voting members of the Board of Directors.

Section 8 In the case of death, incapacity, or resignation in the office of the President-elect or Secretary, the vacant office shall be awarded to the candidate for the position who was, at the time of the most recent past election, the runner-up for the office in question. If the runner-up declines to serve, or is for any other reason, unavailable, the Board of Directors shall, by a majority vote, elect a successor to serve until the next annual meeting and shall also undertake to conduct a special election from among eligible members to secure a permanent incumbent who shall complete the unexpired term.

Section 9 Any Officer may be removed from office before the expiration of his/her term by a public two/thirds (2/3) vote of those present at a meeting of the Board of Directors if it appears that the best interests of the Society are not being served by the individual in question. Section 10 An elected Officer is eligible to run for another office in he Society only during the last year of his/her terms of office or when the elected officer has retired from the position.

ARTICLE IV BOARD OF DIRECTORS

Section 1 There shall be a Board of Directors of the Society. Its membership shall consist of the following persons:

A. The elected Officers of the Society as specified in Article III, Section 1 of these Bylaws.

B. There shall be three Members-at-Large who shall be Members of the Society, elected for three-year terms in staggered sequence. Members -at-large shall be members of the Board of Directors with vote. The terms of the initial Members-at-large shall be set by the Board of Directors for one, two or three years so as s to implement staggered terms. They shall assume office on January 1 of the year following their elections.

Section 2 The duties of the Board of Directors shall include:

A. Exercising general supervision over the affairs of the Society, and the transaction of the necessary business of the Society provided, however, that the actions of the Board of Directors shall be consistent with these Bylaws. The Board of Directors shall act consistently with the recorded vote of the membership and shall report on its actions to the members at the annual meeting;

B. Recommending matters for the consideration of the membership;

C. Filling such vacancies in an office of the Society as so empowered under the terms of Article III, Section 8 of the Bylaws;

D. Advising the Officers of the Society regarding the performance of their duties;

E. Advising the President regarding the appointment of the Chairs and members of Committees of the Society in accordance with these Bylaws;

F. Adopting a final budget; G. Recommending or approving the disbursement of funds of the Society in accordance with Article IX of these Bylaws;

H. Advising the President regarding the Editor of any of the Society's publications;

I. Setting policies for the conduct of its own affairs or for the affairs of the Society consistent with these Bylaws;

J. Authorizing the adoption and publication of rules and procedures for the transaction of the business of the Society.

Section 3 The Board of Directors shall meet at least once a year. Additional meetings may be called by the President with the concurrence of a majority of voting members of the Board of Directors.

Section 4 Board of Directors meetings shall be open to all members of the Society except at such times as a majority of the Board of Directors may declare an executive session. Any member of the Society may place a matter on the agenda of a meeting. The President shall preside over the meetings of the Board of Directors, and the Secretary shall act as Recording Secretary. A majority of the voting members of the Board of Directors shall constitute a quorum, following due notice of the meeting. Each member present shall have one vote and no member may vote by proxy. All decisions of the Board of Directors shall require assent by majority of those voting, except as otherwise noted in these Bylaws.

ARTICLE V EXECUTIVE COMMITTEE

Section 1 There shall be an Executive Committee of the Board of Directors which shall be composed of the President, President-elect, Past President, Secretary and Treasurer. The Executive Committee shall meet on the call of the President or of any other three Officers and conduct such affairs of the Society between meetings of the Board of Directors as may be needed to implement policy decisions adopted by the Board of Directors.

Section 2 The duties of the Executive Committee shall be:

A. To supervise the affairs of the Society between meetings of the Board of Directors, managing those affairs within policies set by the Board of Directors and implementing actions directed by the Board.

B. To review matters on the meeting agendas of the Board of Directors and to make recommendations about these matters to the Board.

C. To negotiate the terms of any contract entered into by and between the Society and any external organization hired to provide administrative or publishing services to the Society within policies set by the Board and to supervise and evaluate the performances of such organizations.

D. Upon majority vote of the Executive Committee, to declare an emergency and to hold a mail or telephone ballot of the Board of Directors upon any proposed course of action.

Section 3 Actions of the Executive Committee shall be subject to the review of the Board of Directors at each Board of Directors meeting. Actions of the Board of Directors shall be subject to review of the membership at the membership's annual meeting.

ARTICLE VI COMMITTEES

Section 1 The Committees of the Society shall consist of such Standing Committees as are provided by these Bylaws and such ad hoc Committees as shall be established by the President with the concurrence of the Board of Directors. All Committee meetings shall be open to all members except at such times as confidential matters concerning individual members or applicants are under discussion. In the conduct of the Committee business, the Chair of the Committee shall cast a vote only in the case of ties. Unless reconstituted for a subsequent year or years, the existence of an ad hoc Committee shall terminate at the close of the year in which it has been established.

Section 2 Except as otherwise provided in these Bylaws, the Chair and all members of the Committees shall be appointed by the President. The Chair and all members of the Committees shall serve until their successors are appointed and qualify. In the case of a vacancy on a Committee, such a vacancy shall be filled by Presidential appointment.

Section 3 The standing Committees of the Society shall be:

A. The Membership Committee, which shall consist of three (3) members, all of whom shall serve for staggered terms of three (3) years. It shall be the duty of the Committee to solicit members and recommend applicants for membership.

B. The Program Committees, which shall consist of three (3) members, all of whom shall serve staggered terms of three (3) years. The Chair-designate shall be appointed by the President-elect and ratified by the Board of Directors. It shall be the duty of the Committee to solicit, evaluate, and select scientific and professional contributions to be presented as part of the Society's annual meeting program .

C. The Nominations and Elections Committee as described in Article VII, Section 1.

D. The Awards Committee, which shall consist of the three (3) most recent Past Presidents of the Society. The Committee shall be responsible for recommending awards of such a nature as are consistent with the aims of the Society. The bestowing of any such award by the Board of Directors shall require an affirmative vote of two-thirds (2/3) of Board Members present and voting. E. The Publications and Communications Committee, which shall consist of three (3) members, serving staggered terms of three (3) years. This Committee shall oversee the operation and publication of any Society sponsored publications and mechanisms for communications.

Section 4 In addition to its designated responsibilities, each Standing Committee shall have the privilege of recommending procedures, new policy or policy changes, and/or amendments to these Bylaws to the Board of Directors.

Section 5 It shall be the responsibility of the Chair of each Committee to submit a report on its operations and recommendations to the Board of Directors at each of the meetings of the Board of Directors.

Section 6 The Board of Directors is empowered to authorize the formation of ad hoc Committees or Task Forces to help accomplish the goals of the Society.

A. Each ad hoc Committee of Task Force shall have a specific charge for a specified period of time and shall be subject to annual review by the Board of Directors.

B. The number of members and terms of office of ad hoc Committee or Task Force members hall be determined by the Board of Directors.

C. the members and Chair of each ad hoc Committee or Task Force shall be nominated by the President for approval by the Board of Directors.

D. Unless reconstituted for a subsequent year or years, the existence of an ad hoc Committee or Task Force shall terminate at the close of the year in which it has been established.

ARTICLE VII NOMINATIONS AND ELECTIONS

Section 1 The Nominations and Elections Committee shall consist of the Past President, who serves as ex-officio member and as Chair of the Committee and up to three (3) other members of the Society. The members of the Nominations and Elections Committee shall be appointed by the President with the concurrence of the Board of Directors, and shall serve for one (1) year. In the case of the death, resignation, or incapacity of the Past President, the President shall assume the duties of the Chair. The Committee shall be responsible for implementing the policies required for the nomination and election of Officers.

Section 2 The Nominations and Elections Committee shall distribute a nominating ballot by the appropriate deadline of the year prior to the calendar year requiring the election of an Officer or Member-at-large. Only Members of the Society shall participate in the nomination process.

Section 3 The nominations shall be tallied by the Nominations and Elections Committee using the procedures specified in these Bylaws. In the event that there is an insufficient number of nominees who have received at least six (6) nominations, the Nominations and Elections Committee shall use its discretion in nominating candidates for any remaining spaced and ascertain whether nominees are qualified and willing to serve if nominated. At least two names should be placed in nomination for each office.

Section 4 The Officers of the Society shall be elected by a preferential vote of the members on a mail ballot. The Nominations and Elections Committee shall be responsible for overseeing the mailing of the ballots, the count of the votes, the notification to the Board of Directors of the results of the election, the notification to the members whose names appeared on the ballot, and the reporting of the election results at the annual business meeting of the Society and in the pages of its publication when that becomes available.

Section 5 Any vacancies on the Board of Directors which cannot be filled by the appointment of the next-most-popular defeated candidate shall be appointed by the President only until the next election, at which time the position shall be filled by election for the remainder of the term of office.

Section 6 With the exception of the Past President who serves Chair of the Committee, the members of the Nominations and Elections Committee shall not themselves be eligible to be nominated for any office in the year in which they serve on the Committee.

ARTICLE VIII MEETINGS

Section 1 The Society shall hold an annual scientific and professional meeting at the time and place of the meeting of another international psychology organization for the presentation of scientific papers and the discussion of professional matters in the realms of international clinical psychology.

Section 2 There shall be at least one Membership Business Meeting of the Society that shall be held in conjunction with and in the locality of the annual meeting. The purpose of such a meeting shall be to provide and opportunity for a personal exchange of information and perspective about matters of mutual concern between the general membership and the members of the Board of Directors. Any member of the Society shall have the right to place a matter on the agenda of any business meeting of the Society up to 24 hours before the meeting.

Section 3 Other scientific, professional, and/or business meetings of the Society may be called by the President with the concurrence of the Board of Directors. Notice of such meetings shall be communicated to the membership in a timely fashion.

ARTICLE IX FINANCES

Section 1 The assessment of any membership dues or special fees shall be recommended by a two-thirds (2/3) vote of the Board of Directors. Once so recommended, the proposed amount of the following year's assessment shall be presented to the membership for ratification at the annual business meeting of the Society. Ratification shall require a majority of those members in attendance at that meeting.

Section 2 As required by the Society Bylaws, the Society Treasurer shall present to the Society Board of Directors a proposed annual budget for the following year and a final financial report on the prior year's budget.

Section 3 Disbursement of funds of the Society shall be made as follows:

A. The Board of Directors shall authorize disbursements within the amount of the approved budget for purposes which are not inconsistent with the Bylaws of the Society, nor with the recorded action of the membership.

B. The Treasurer, with the concurrence of the President, is authorized to reallocate unexpended funds from one category of the approved budget to another, provided that the total expenses for the year are not exceeded.

C. Once a budget has been approved, disbursements for items not contained in the approved budget but for purposes harmonious with the objectives of the Society may be authorized by a two-thirds (2/3) vote of the Board of Directors, provided that the total expenses for the year are not exceeded.

Section 4 The Treasurer is authorized to sign checks on behalf of the Society or to direct the disbursement of funds.

Section 5 All contracts and other financial documents, other than checks, necessary to undertake programs approved by the Board of Directors in accordance with these Bylaws shall be executed jointly by the President and the Treasurer.

ARTICLE X AMENDMENTS

Amendments to these Bylaws may be proposed by a majority of the Board of Directors or by a petition of three percent (3%) of the voting Members of the Society and presented to the Board of Directors. The proposed amendment shall be either inserted into the next issue of the Society publication or mailed separately to the last-known Post Office address of each Member along with the statements which specify the arguments for and against the proposed change. Ballots shall be counted sixty (60) days after mailing, and the voting period shall then be considered closed. An affirmative vote by the majority of votes cast shall be required to ratify the amendment which shall be effective immediately.