MeCA By-laws

ARTICLE I - NAME

SECTION 1. The name of this Association shall be "The Maine Counseling Association".

SECTION 2. The Maine Counseling Association, henceforth the Association, is a chartered (1964) state branch of the America Counseling Association and is organized in accordance with the American Counseling Association bylaws. The Maine Counseling Association reports, budgets and audits are filed with the American Counseling Association.

ARTICLE II - PURPOSES

SECTION 1. The purposes of the Association are to enhance individual human development and to advance and promote the discipline of counseling by:

a. Conducting educational and professional meetings and conferences;

b. Stimulating, promoting and conducting research;

c. Publishing educational and professional literature;

d. Advancing high standards of professional ethics;

e. Informing and educating the general public about the counseling profession;

f. Establishing contacts with various organizations with common purposes;

g. Examining conditions which create barriers to personal growth and working to remove them;

h. Supporting the development of state divisions corresponding to those existing in the ACA structure;

i. Encouraging state divisions to cooperate with related state departments in the promotion of common objectives

ARTICLE III - MEMBERSHIP

SECTION 1. The Association year shall be defined as July 1 through June 30 of the succeeding year.

SECTION 2. Association membership shall be concurrent with the Association year.

SECTION 3. The Association shall consist of four classes of membership - members, students, emeritus, and special.

SECTION 4. Persons admitted to any class of membership are required to:

a. Subscribe to the purposes of the Association;

b. Reside or work within the boundaries of the State of Maine;

c. Maintain ethical standards of professional conduct as set forth by the Association and abide by the American Counseling Association’s Code of Ethics and Standards of Practice

d. Be approved by the Executive Board upon recommendation by the Membership chairman

SECTION 5. MEMBERS of the Association shall be persons whose primary responsibilities or interests are in the area of counseling and whose preparation or position is such to qualify him/her for membership in one of the Divisions of the American Counseling Association. Every eligible person desiring to become a member shall apply for membership to the Association and shall become a member upon election to membership and payment of dues. Members are strongly encouraged to become members of the American Counseling Association.

SECTION 6. STUDENT MEMBERS of the Association shall be, at the time of application, students who are currently matriculated in a graduate program of study leading to an advanced degree in the field of counseling. Student members shall not have the right to vote nor hold office in the Association. Student membership status shall cease upon cessation of studies.

SECTION 7. EMERITUS MEMBERSHIP. Upon retirement from professional activity, any member who for five years has been in good standing in the Association shall be transferred to emeritus status with the full rights and privileges of membership status and shall therefore be exempt from further dues and special assessments.

SECTION 8. SPECIAL MEMBERSHIP. In exceptional cases the status of member associate in the Association may be granted by a two-thirds vote of the Executive Board to persons not possessing the qualifications stated in Section 4 of this article but seeming significantly qualified in other respects.

SECTION 9. Every application for the status of member or associate of the Association shall be submitted to and screened by the Membership Chairperson. The applications of persons who may not qualify for membership shall be referred to the Executive Board for final decision.

SECTION 10. SEVERANCE OF MEMBERSHIP AND DUE PROCESS

a. Members who display conduct that is contrary to the State and/or national ethical codes (ACA) and the bylaws of the Association shall be referred to the appropriate credentialing and/or licensing board. Membership in the Association will be terminated if a determination is made that a member’s conduct is destructive to the Association or the integrity of the profession of counseling, and contrary to the bylaws and ethical standards.

b. A person who has been dropped from the membership of the Association, under the conditions described in Section 10a of this Article, may reapply for membership only after three years have elapsed from the termination of his/her membership. A reapplication shall be considered in accordance with the finding of Section 10a, only if the individual is in good standing with the appropriate credentialing body and/or licensing board.

c. The non-payment of dues for a period of two fiscal years shall automatically constitute resignation from the Association as of June 30 of the second Association year. During the second unpaid year, a member may renew his/her membership by simple payment of his/her dues. Non-payment of dues for more than two Association years shall require the member to submit a reapplication to the Membership Chairperson.

d. Should a member voluntarily resign from the association, member dues will not be refunded for that year. The individual may re-apply for membership at any time with payment of dues.

ARTICLE IV - OFFICERS

SECTION 1. The elected offices of the Association shall be the President, the President-elect, the Secretary, and the Treasurer. All such officers of the Association must be MEMBERS, as defined in Article III, Section 5 and 7, and in good standing with the American Counseling Association.

SECTION 2. The terms of the office shall be one year each for the President-elect, the President, and the Past President, and three years each for the Secretary and Treasurer. The terms of the office for these elected officers shall, in each instance, commence at the beginning of the Association year.

SECTION 3. The election of offices shall take place according to the following procedure:

1. A Nominations committee shall be composed of the current President as chair, the immediate past-president, and additional members as appointed by the President and confirmed by the Executive Board.

2. The election of officers shall take place at the annual membership meeting.

3. The Nominations Committee will post a “call-for nominations” in the Association Newsletter edition prior to the annual meeting, notify members by email, and announce prior to the Annual Executive Board meeting at the conference.

4. All nominees for office must be MEMBERS as defined in Article III, Section 5 & 7 and in good standing with the American Counseling Association.

5. Nominees will be asked to briefly introduce themselves to the membership at the Annual Members Meeting and briefly speak to their reason for accepting the nomination.

6. Election will be by majority vote at the annual members meeting.

7. In the event of a cancellation of the annual members meeting (or some other impeding circumstance), a vote shall be conducted electronically within one month of the cancelled event. A majority vote would determine the election result.

8. Members and Emeritus members as defined in Article II, Sections 5 & 7, shall have the right to vote for officers at the annual association meeting.

SECTION 4. It shall be the duty of the President to preside at all meetings of the Association, to act as chairperson of the Executive Board, to sign all contracts and other instruments with the exception of checks and drafts, and to exercise supervision over the affairs of all committees of the Association.

SECTION 5. It shall be the duty of the immediate Past President to advise and assist the President on request and to be responsible with the President-elect for the annual conference and meeting, and also to chair the nomination committee.

SECTION 6. It shall be the duty of the President-Elect to assume and perform the duties of the President in the event of the absence of the President. The President-Elect shall automatically succeed to the office of the President. The President-Elect shall be responsible with the annual conference with the immediate Past-President, for the program and arrangements of all the meetings of the Association.

SECTION 7. The Secretary shall perform the duties of the President in the absence of the President and President-Elect. The Secretary shall keep the record of all the meetings of the Association and perform such other duties as specified by these bylaws.

SECTION 8. The Treasurer shall collect the revenues of the Association, have custody of its funds, make such expenditures as may be authorized by the President and/or the Executive Board and keep a record of all money received and expended. The Treasurer shall present a report of the fiscal status of the Association at each meeting and in cooperation with the President-Elect shall prepare an annual budget.

SECTION 9. In case of death, incapacity, or resignation of the President, the President-Elect shall automatically assume the Office of the President. In the event that the President and the

President-Elect shall be unable to serve in their respective offices, the Executive Board shall elect one of its members to serve as the President of the Association. In case of the death, incapacity or resignation of the Secretary or the Treasurer, the Executive Board shall appoint a successor to serve until a new officer has been chosen at the next election.

SECTION 10. All members of the Executive Board are required to sign a Conflict of Interest statement. (See Appendix I for the full statement)

ARTICLE V - GOVERNMENT

SECTION 1.

a. The Executive Board shall consist of the President, the immediate past President, the President-Elect, the Secretary and the Treasurer, one representative from each Regional Council (in accordance with Article VI, Section 3), and a representative from each state Division. All such officers of the Association must be MEMBERS as defined in Article III, Section 5 and 7 and in good standing of the Association and of the American Counseling Association.

b. It shall also include the chairperson of the standing committees, as well as the Newsletter Editor and Website Director of the Public Relations Committee.

SECTION 2. Meetings of the Executive Board may be held at any time on the call of the President or a majority of the Executive Board, with ten days prior notice. A quorum for the transaction of business at any meeting of the Executive Board shall consist of a majority of Board members. Unless otherwise specified in these bylaws, decision shall be made by a majority of those voting at a meeting of the Executive Board.

SECTION 3. The Executive Board shall exercise general supervision over the affairs of the Association. In any interval between meetings, the Executive Board shall have authority to take such action as it deems necessary for the conduct of the Association’s affairs in accordance with these bylaws.

SECTION 4. The Executive Board shall have the power to:

a. Authorize the expenditure of money and approve an annual budget.

b. Instruct the President to appoint committees to carry out the purposes of the Association.

c. Fill vacancies within its own body until the next meeting of the Association.

d. Make and amend rules for its own procedure and keep records of such rules and its own proceedings.

e. Fix the time and place of the executive meeting and other meetings of the Association.

f. Review the findings and act on the recommendations of committees.

SECTION 5. Removal of Executive Board Members

Any elected Executive Board member may be removed from office, with or without cause, upon a vote of a majority of the Executive Board in office. All Executive Board members must have at least 10 days notice of the proposed removal. The Executive Board member at issue has an opportunity to personally address the Executive Board prior to the removal vote. Executive Board members appointed by the President, if any, may be removed by the President.

SECTION 6. Indemnification:

a. The Association shall indemnity each member of the Executive Board for the defense of civil or criminal actions of proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.

b. Indemnification shall be from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney fees, actually and necessarily incurred or imposed as a result of such action or proceedings, or any appeal therein, imposed upon or asserted against him or her by and acting within the scope of his or her official duties, provided that he or she acted in good faith or for the purpose which he or she reasonably believed to be in the best interest of the Maine Counseling Association and, in the case of criminal action, had no reasonable cause to believe that his or her conduct was unlawful.

c. Section 5.b shall be considered within the scope of a Director’s and Officer’s Liability plan maintained by the Association.

ARTICLE VI - REGIONAL COUNCILS, STATE DIVISIONS AND INTEREST GROUPS

SECTION 1. State divisions of the Maine Counseling Association which correspond to the divisions of the ACA shall be permitted. These divisions shall have a non-governance affiliatory relationship to the Maine Counseling Association and abide by the American Counseling Association bylaws as well as the American Counseling Association Mission and Purpose. A non-governance affiliate shall by definition, conduct its business independently of the Maine Counseling Association and the ACA. An aforementioned division shall be permitted:

• a. Which shall file a copy of its bylaws to the secretary.

• b. Whose bylaws shall be judged consistent with the purposes of MeCA and shall evidence a committed leadership and policy-making structure.

• c. Whose members shall number at least ten bonafide members of the MeCA.

• d. Whose charter is approved by the corresponding national committee

• e. Which shall formally petition the MeCA President to present its application to the Board and the membership at an Association business meeting

• f. Whose application shall be approved by the Executive Board and by the membership at an Association business meeting.

• g. Which is granted recognition by the MeCA.

An exception to or suspension of the MeCA division membership requirement of Section IC. Above may be granted by the Executive Board at its discretion.

SECTION 2. Regional councils are geographic branches of the Maine Counseling Association.

SECTION 3.

• a. Each regional council and state division shall have one voting representative on the Executive Board.

• b. The term of office of each representative of a regional council or state division representative on the Board shall be one or two Association years, providing the representative maintain membership within the regional council or division represented.

• c. Representatives of chartered affiliates, i.e. divisions and councils on the Maine Counseling Association Executive Board shall be members of the Maine Counseling Association.

SECTION 4. An interest group shall be permitted an affilliatory relationship if it can meet the formation criteria of divisions and councils.

SECTION 5.

• a. An interest group shall have one nonvoting representative on the Executive Board

• b. The term of office of each special interest group representative shall be one Association year, providing the representative maintain membership within the special interest group.

• c. Special interest group representatives shall be members of the Maine Counseling Association.

ARTICLE VII - COMMITTEES

SECTION 1. There shall be a Membership Committee appointed annually by the President with the approval of the Executive Board. This committee shall receive applications for membership and reinstatement, examine the credential of applicants, and act in accordance with the provisions of Article III, Section 9.

SECTION 2. There shall be a committee on Professional Standards and Ethics consisting of members appointed annually by the President with the approval of the Executive Board. It shall be the duty of this committee to provide consultation and education in relation to complaints and charges of alleged violations of the Ethical Standards of the Association. Complaints of alleged violations of ethical standards shall be referred to the appropriate credentialing body, licensing board, and/or the American counseling Association’s Ethics Committee. In cases where a member is not affiliated with a licensing or credentialing body, the Ethics Committee will review the case and make the appropriate recommendations and/or referrals. The Committee shall consult with National American Counseling Association’s ethics boards, State Boards, or legal services as needed.

SECTION 3. There shall be a committee on nominations and elections appointed annually by the President with approval of the Executive Board. The Chairperson shall be the immediate Past-President of the Association. This committee shall have the responsibility of arranging and directing the nominating and electing procedures for the officers of the Association and shall certify and report the elections of all such individuals to the President and to the members of the Association.

SECTION 4. There shall be a committee on public policy appointed annually by the President with approval of the Executive Board. It shall be the duty of this committee to represent MeCA in matters of public policy both nationally and at the state level. The Public Policy Committee makes recommendations and reports to the Board of Directors and the membership on matters of public policy.

SECTION 5. There shall be a committee on public relations appointed annually by the President with the approval of the Executive Board. It shall be the duty of this committee to foster the purposes of this organization and the profession through media releases and regular publications. The Newsletter Editor and Website Director shall be members of the Public Relations Committee.

SECTION 6. There shall be a committee of Historical Records appointed annually by the President with the approval of the Executive Board. It shall be the duty of the committee to keep and maintain all significant historical records of the organization, as well as to report out to the organization annual retirements and deaths of members

SECTION 7. There shall be a liaison committee for NAR-ACA relations appointed annually by the President with approval of the Executive Board. The duties of this committee will be to represent MeCA to the North Atlantic Region of the American Counseling Association. Members of this committee must have current membership in ACA.

SECTION 8. The President, with the approval of the Executive Board, may appoint the members and designate the chairperson of such temporary committees as may be necessary for the conduct of the affairs of the association.

ARTICLE VIII - FINANCES

SECTION 1. The annual dues of the Association shall be determined by a majority vote of the MEMBERS present and voting at any regular meeting and shall be due at the beginning of the Association year.

SECTION 2. Preparation of budget: The Annual budget of the Association shall be prepared by the President-Elect and Treasurer for approval by the Board and the membership.

SECTION 3. No appropriation of funds shall be made except to pursuant the authority of the Executive Board.

SECTION 4. No officer or member shall be authorized to create any liability for MeCA unless approved in advance by the Executive Board. All expenses of a Division and any liability incurred in excess of such funds shall be the liability of the person or persons incurring or authorizing such liability.

SECTION 5. The fiscal year shall be July 1 to June 30.

SECTION 6. No member shall have any severable or transferable interest in the property of the Association. Upon dissolution of the Association, none of its property shall be distributed to any of the members, and all property shall be distributed to such other organization(s) as the Executive Board shall determine to have purposes and activities most nearly consonant with those of the Association, provided that they also be non-profit organizations.

SECTION 7. Members of the Executive Board shall receive written income and expense reports showing the financial state of the Association at all Executive Board meetings each year. The books of the Association shall be reviewed on an annual basis by an audit committee, appointed by the President and approved by the Executive Board. This committee may direct that an outside audit be conducted.

SECTION 8. Sound fiscal policies and an adequate financial base will enable each member of the Executive Board to do the work of the Association. All members are encouraged to exercise fiscal responsibility in an attempt to keep cost efficiency in mind when carrying out their respective responsibilities. The income and expenditures of the Association shall be used to support the Mission of the Association, which is, to enhance human development throughout the life span, and to promote the counseling profession.

SECTION 9. The Association is designated as a non-profit organization exempt from federal income tax under Section 501 (a) of the Internal Revenue Code as an organization described in 501 (c) (6) of such code.

ARTICLE IX - ASSOCIATION MEETINGS

SECTION 1. Meetings of the MEMBERS to transact the business of the Association may be called at any time by the Secretary on request of the President with the approval of a majority of the Executive Board.

SECTION 2. There shall be one annual membership meeting per year open to all association members conducted at the annual conference.

SECTION 3. The Executive Board shall convene quarterly or at the request of the President as in Section 1 above.

SECTION 4. Notices of Association meetings shall be made to the MEMBERS at least fifteen (15) days before the date of the meeting and shall specify the principal business to be transacted.

SECTION 5. The active MEMBERS present at any Association meeting of which written notice, in accordance with Section 4 above, has been duly given shall constitute a quorum for the transaction of business.

SECTION 6. Voting may be by mail, written ballot, or by such other electronic methods as the presiding officers may determine, or as the MEMBERS present at the meeting may decide by majority vote, unless otherwise specified in these bylaws.

SECTION 7. Approval for the use of electronic or social media for the conducting of Association meetings or business in whole or in part shall be determined by the Executive Board.

SECTION 8. Although it is rare to cancel a scheduled meeting, Association meetings may be cancelled due to weather or other emergent reasons. Prior to cancellation of an Executive Board meeting, the President (and in absence, the President-elect) shall endeavor to obtain consensus for cancellation by the majority of Board members through phone or email contact. The Secretary shall notify Executive Board members of the cancellation.

ARTICLE X – ACCOUNTABILITY

SECTION 1. Each officer, division President, and committee chair of the Association is required to prepare and present a brief report at each scheduled board meeting. If the officer or committee chair must be absent, a written report is to be submitted to the President. All reports shall be entered into the minutes by the Secretary.

SECTION 2. Each officer, division President, and committee chair of the Association is required to prepare and present a brief annual report at the annual member’s meeting. If the officer or committee chair must be absent, a written report is to be submitted to the President and entered into the minutes of the annual meeting.

SECTION 3. The association President and President-elect are responsible for completing all reports as requested by ACA.

SECTION 4. Written reports or all Association board meetings shall be kept by the Secretary, distributed to Board members, and made available to any member upon request.

SECTION 5. A written quarterly financial report shall be composed by the Treasurer, distributed to Board members at scheduled board meetings, and made available to any member upon request.

SECTION 6. The Treasurer will prepare or direct a professional tax professional to prepare the Association annual IRS report.

ARTICLE XI – Meetings

SECTION 1. The order of business at all stated meetings of the Association, its boards, and its committees shall be to follow Roberts’ Rules of Order.

ARTICLE XII - Nondiscrimination

SECTION 1. There shall be no discrimination against any individual on the basis of ethnic group, race, religion, gender, sexual orientation, age, and/or disability

ARTICLE XIII - AMENDMENTS

SECTION 1. Amendments to these bylaws may be proposed by any MEMBER of this Association. Such proposals shall be submitted by the Secretary to the Executive Board for approval. Approved amendments shall be submitted in writing by the Secretary to the MEMBERS of the Association at least thirty (30) days before a vote is taken thereon.

SECTION 2. Proposed amendments shall be voted upon at the next Association meeting. An affirmative vote of at least two thirds of the MEMBERS present and voting shall be required for a passage of an amendment.