ByLaws

ARTICLE I.  NAME

The name of this organization is the “Minnesota Professionals for Psychology Applied to Work” (MPPAW).

ARTICLE II.  PURPOSE AND OPERATIONS

A. Purpose.  MPPAW is established to:

1. Benefit its members through the open exchange of information relevant to the field;
2. Promote the sharing of ideas and information about psychology as applied to work and human resource management;
3. Facilitate education and information exchange among scientists and practitioners in the applied behavioral and organizational sciences;
4. Support the advancement of the field as a science and as a profession.

B. Operations, MPPAW is established exclusively for charitable, scientific, and educational purposes as a not-for-profit, professional association.  It is classified as a 501 (c) (6) organization under the Internal Revenue Code of 1954, as amended.

1. Governance.  The MPPAW Board of Directors (“Board”) will govern the operations of MPPAW.
2. Financial restrictions.  No part of the income, earnings, or assets of MPPAW will be used to benefit any officer, member, or other individual, except for Category 1 and Category 2 expenses that the Board feels are in the best interest of MPPAW.  Category 1 expenses include nominal gifts, complimentary memberships, and complimentary admission to MPPAW events.  Category 2 expenses, which require approval by a two-thirds majority of the Board, include all other gifts or payments.
3. Dissolution.  Upon dissolution of MPPAW, any assets of the association will be distributed to an organization that has exempt status under 501 (c) (3) of the Internal Revenue Code or successor statutory authority.
4. Fiscal year.  The fiscal year is August 1 to July 31, or on such other dates as the Board may determine.

ARTICLE III.  MEMBERSHIP AND DUES

A. Membership classes.  There are three classes of membership:  regular membership, student membership, and complimentary membership.

1. Regular membership.  Regular membership is open to any person who agrees to further the purposes of MPPAW and who has paid the required dues.
2. Student membership.  Student membership is available to any person who (a) is currently enrolled in a full-time graduate or undergraduate program of study at an accredited college or university, (b) agrees to further the purposes of MPPAW, and (c) has paid the required dues.

B. Dues.  The Board will set annual membership dues and inform the membership.  Dues for student members will be one-half (½) the dues for regular members.

1. The Board will ensure that notice of membership dues is mailed annually by August 31st.
2. The dues for continuing members should be paid by December 31st of each year.

ARTICLE IV.  ELECTED OFFICERS

1. General.  The elected officers of MPPAW are (1) President, (2) President-Elect, (3) Vice-President for Programs, (4) Vice-President Elect for Programs,  (5) Vice-President for Communication, (6) Vice-President for Membership, (7) Treasurer, and (8-9) Co-Secretaries.  The nine elected officers will constitute the voting MPPAW Board of Directors.  The President-Elect will also hold the title of Vice-President of MPPAW for corporate legal purposes.  Each office will be filled in accord with the Bylaws.  Each officer will perform his/her duties in accord with the Bylaws.  The Board may appoint other non-voting officers (e.g., coordinators) as deemed necessary without necessitating a change in the by-laws.
2. Terms.  The term of each office will be one year, beginning August 1.  The offices of the Treasurer, Co-Secretaries, Vice-President for Programs, Vice-President Elect for Programs, Vice-President for Communication, Vice-President for Membership, and President-Elect will be filled by direct election.  After serving for one term as President-Elect, the President-Elect will automatically advance to the office of President.  After serving for one term as Vice-President Elect for Programs, the Vice-President Elect will automatically advance to the office of Vice-President for Programs.
3. Mid-term vacancies.  An elected office will become vacant in mid-term immediately upon the resignation, recall, or death of the incumbent.  The Board may also declare an office to be vacant by a two-thirds majority of the Board if the officer fails to attend three consecutive Board meetings.
4. Filling mid-term vacancies.  No elected office may remain vacant for more than 45 days, except for the offices of the President and President-Elect, as described below.
   1. President and President-Elect.  If the office of the President becomes vacant, the President-Elect will automatically advance to the office of the president for the remainder of that term plus one full term.  In the event that the office of the President and President-Elect become vacant before the next election, the Vice-President for Programs will serve as Acting President, in accord with the responsibilities of that office, until the next annual election is held.
   2. Other offices.  If any elected office becomes vacant in mid-term, the Board will appoint an eligible member of MPPAW to fill the vacancy.
   3. Multiple offices.  No individual may serve in more than one elected office at the same time.
5. President.  The President will chair the Board, supervise MPPAW’s day-to-day operations, appoint committees, and serve as MPPAW’s primary representative to outside organizations.  Key responsibilities of the President will be to maintain the strength and integrity of MPPAW, and keep the membership well informed about MPPAW operations. 
6. President-Elect.  The President Elect will fulfill those duties deemed necessary by the President.  She/he will serve as a voting member of the Board, and advance to the position of President after one year.    
7. Vice-President for Programs.  The Vice-President for Programs will serve as the Acting President in the absence of the President and President-Elect; produce programs on topics relevant to MPPAW (number determined by the Board); and serve as a voting member of the Board.  The Vice-President for Programs will ensure that the slate of programs, including dates, is posted on the MPPAW website by September 1. 
8. Vice-President Elect for Programs.   The Vice-President Elect for Programs will develop and present the slate of programs for the following year by the end of the fiscal year (July 31).  She/he will serve as a voting member of the Board, and fulfill those duties deemed necessary by the Vice-President of Programs, and advance to that office after one year.
9. Vice-President for Communication.  The Vice-President for Communication will prepare monthly newsletters for the organization (number determined by the Board), coordinate distribution of the newsletter, produce an annual membership directory (in conjunction with the Vice-President for Membership),  coordinate other communications as deemed necessary, and will serve as a voting member of the Board. 
10. Vice-President for Membership.  The Vice-President for Membership will maintain the mailing/member database; produce an annual membership directory (in conjunction with the Vice-President for Communication); handle meeting registrations; and will serve as a voting member of the Board. 
11. Co-Secretaries.  The Co-Secretaries will maintain MPPAW’s official records and documents, prepare the minutes of each meeting of the Board, prepare summaries of programs to be included in the next newsletter, and serve as voting members of the Board.
12. Treasurer.  The Treasurer will manage MPPAW’s finances (e.g. bank accounts, revenue collection, dues, payments, records, reports), appoint an independent auditor of financial records, develop the annual budget (with input from the President as needed), and serve as a voting member of the Board.

ARTICLE V.  MPPAW BOARD OF DIRECTORS

1. Composition and voting.  The Board will consist of all officers of MPPAW, each of whom shall have equal voting status except in the case of a tie vote.  In the event of a tie, the President will cast an additional vote.
2. Functions.  The Board will make and interpret the policy of MPPAW and supervise the conduct of all MPPAW programs, activities, and business affairs.  The Board will represent the membership in official communications with other organizations and individuals and enforce all provisions of the Bylaws.
3. Referendums.  All actions and decisions of the Board may be subject to modification or reversal using the following procedures.
   1. Petition.  The Secretary will conduct a referendum within 45 days of the request for such an election by a petition signed by twenty (20) percent of the regular membership as of the most recent April first.
   2. Voting.  The Board will submit referendums to the regular membership via mail or electronic ballot at least three weeks prior to the final date for the return of the ballots.  The ballots will contain:  (1) the proposed actions, (2) a statement by the petitioners on why the proposed actions are needed, (3) the Board’s response to the petition, and (4) the final date for the return of the ballots.  The Board will act promptly to comply with referendum proposals approved by a two-thirds (2/3) majority of votes cast.
4. Annual report.  Within two months after the end of each fiscal year, the Board will make available to members (upon request) an official year-end report showing MPPAW’s revenues, expenses, and net worth.  The official budget will be made available each year within three months after the start of the new fiscal year.

ARTICLE VI.  MEETINGS

1. Board meetings.  The Board will meet at least four (4) times per year to carry out its duties.  A quorum of Board members must be present to conduct the meetings.
   1. Place of meetings.  The board will meet at such times and at such places as it may elect.
   2. Open meetings.  Any member may attend meetings of the Board and participate in discussions.
   3. Announcement of meetings.  A general announcement of board meetings will appear in the organization newsletter.
   4. Quorum.  A quorum will consist of at least five (5) officers.  All decisions will be made by a majority vote of the quorum, except where otherwise specified by these bylaws.
   5. Interim votes.  When matters require the immediate attention of the Board, the president may survey the Board to reach a decision.  All such actions will, however, be reviewed at the next regular meeting of the Board.
2. Membership meetings.  The Board will conduct five to eight periodic meetings for the membership.
   1. Announcement of meetings.  The date, time, and place of meetings will be announced in the proceeding Newsletter.
   2. Price.  If appropriate, the Board may set a reasonable price for program meetings.  Meetings may or may not be scheduled with the provision of food.  Reservations are not required for monthly meetings.
   3. Speakers.  Meetings will include a feature presentation by one or more accomplished professionals on a topic of interest to MPPAW membership.  Speakers may be paid an honorarium and/or be reimbursed for expenses incurred. 
3. Committee meetings.  The Chairperson of any MPPAW committee will conduct meetings as needed to carry out the duties of the committee.

 ARTICLE VII.  COMMITTEES

The President may establish committees, as needed.  Committees may not commit MPPAW to any undertaking or expense not authorized by the Board.

ARTICLE VIII.  NOMINATIONS AND VOTING

1. Elections.  The Secretary will administer all MPPAW elections (e.g., annual, bylaws, recall, referendum), and determine and certify the results of each election.
2. Eligibility.  To be eligible for elected office, an individual must (1) be a current member of MPPAW at the time of nomination, and (2) be willing to work actively for the objectives of MPPAW.
3. Voting rights.  All members will have the right to vote in each MPPAW election.
4. Annual elections.  The Board will conduct an annual election to fill MPPAW offices.  The Board will actively solicit nominations from the regular membership and determine the best slate of candidates for each office, based on the nominations, eligibility, and availability of candidates.  The slate of candidates will be presented at the May meeting and voting will take place at that time.  The candidates who receive the most votes will be elected to office.
5. Recall elections.  Any elected officer may be removed from office by a special recall election for reasons other than those stated in Article IV, Section C.  The Board will conduct a recall election within 45 days of the request for such an election by a:  (1) two-thirds majority vote of the Board, or (2) petition signed by twenty (20) percent of the regular membership as of the most recent January 1.  The Board will send appropriate background information and an official ballot to each member.  The recall election will be decided by a two-thirds majority of votes cast.
6. By laws elections.  The Bylaws may be amended according to Article X, below.
7. Referendum Elections.  Referendums of the regular membership may be conducted according to Article V, above.

 ARTICLE IX.  NONDISCRIMINATION

All programs and activities of MPPAW should be conducted without discrimination on the basis of race, color, sex, sexual orientation, national origin, religion, age, disability, political affiliation, or other classifications as required by applicable law.

1. Bylaws elections.  The Bylaws may be amended by a special election of the regular membership.  The Board will conduct a bylaws election within 45 days of the request for such an election by:  (1) a majority vote of the Board; or (2) a petition signed by twenty (20) percent of the regular membership as of the most recent January 1.
2. Voting.  The Board will submit proposed amendments to the regular membership via mail or electronic ballot at least three (3) weeks prior to the final date for the return of ballots.  The ballots will describe (1) proposed changes, (2) reasons for the changes, and (3) final date for the return of the ballots.  Proposed amendments will be adopted if they are approved by a two-thirds (2/3) majority of votes cast.

ARTICLE XI.  POLITICAL ADVOCACY

MPPAW, as a not-for-profit organization, will not take an advocacy stance on political issues.  As part of its educational and professional purpose, MPPAW may explain the nature of such issues to both its membership and to other interested parties.  Any of MPPAW’s pronouncements will be purely informational in nature.  This position applies to any “friends of court” type of filings by the organization.  MPPAW may explain professional practices and standards and may provide factual and informational data.