BYLAWS

LICENSED PROFESSIONAL COUNSELORS
ASSOCIATION OF GEORGIA

ARTICLE I - NAME AND PURPOSE

Section 1 - NAME

The name of the Association shall be the Licensed Professional Counselors Association of Georgia, abbreviated LPCA, and known herein as the Association. The name shall be applied to all activities of the Association and shall not be used without the approval of the membership as represented by the Board of Directors. LPCA is a state chapter of the American Mental Health Counselors Association.

Section 2 - PURPOSE

The purpose of the Association shall be to:

a.    provide a professional organization that unites Licensed Professional Counselors throughout Georgia;

b.   promote the professional and business practice of counseling by Licensed Professional Counselors;

c.    promote public awareness of Licensed Professional Counselors by providing the public with information concerning the role and function of Licensed Professional Counselors;

d.   publish a newsletter to communicate with the membership, and a journal to enhance scholarship in the professional counseling field;

e.    provide an Annual Convention to promote fellowship and provide continuing education;

f.    promote an alliance with other mental health organizations in the state;

g.    promote state licensure of its membership;

h.   promote formal research and inquiry into the practice of professional counseling;

i.    support and promote standards for education and training;

j.    provide additional opportunities for continuing education and professional growth; and

k.   affiliate with the American Mental Health Counselors Association to support the counseling profession.

 

Section 3 - AMENDMENTS AND REVISIONS

Proposals for changes in the bylaws may be made at any scheduled Board meeting. At the next Board meeting, the proposed changes will be voted on for recommendation to the general membership. Recommendations, if passed. and the date they will go into effect will be sent to the voting membership for ratification.  Advance notice to members of proposed bylaws changes will be made at least thirty (30) days prior to the vote date by publication on the LPCA website, in the LPCA newsletter, or by mail.  Such notice need only contain a general statement of the purport of the proposed amendment(s).  Bylaws may be amended by a two-thirds (2/3) vote of the members present at a membership meeting or by a two-thirds (2/3) vote of those members voting by mail, fax, or electronic ballot.

Section 4 - BOARD MEETINGS

The current and incoming Board of Directors shall meet at the Annual Convention.  Thereafter the Board of Directors shall meet a minimum of six (6) regularly scheduled times a year.  The Executive Committee shall meet on those months that the full Board does not meet, except for July and December. There may also be special meetings called by the president or by two officers of the Board.

a.    Regular meetings. The Board shall set scheduled meetings to conduct the business of the Association. The time, date, and place of the next meeting shall be included in the minutes of each meeting and shall be sent to all Board members by mail, fax or e-mail.

b.   Special meetings. Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least forty-eight (48) hours prior to the meeting. Notice shall be communicated in person, by telephone, e-mail, mail, private carrier, or other form of communication. Notice of any regular or special meeting need not describe the purpose of the meeting unless required by law.

ARTICLE II - MEMBERSHIP

Section 1 - TYPES

There are six types of membership: Fellow; Clinical, Associate, Affiliate, Student, and Retired.

a.    Fellow. A clinical member who has made conspicuous and outstanding contributions to the counseling profession in treatment, research, education, and/or leadership, including all recipients of the George C. Podein, Jr. Counselor of the Year Award. Nomination of Fellows must be made to the Membership Committee by at least two current Fellows and elected by a majority of the Board. All past presidents shall become Fellows immediately on completion of their presidency.

b.   Clinical. A member who holds the Licensed Professional Counselor credential from the Georgia Composite Board for Professional Counselors, Social Workers, and Marriage and Family

c.    Associate. A member who holds at least a master's degree in counseling or a related field from an accredited graduate program of higher education and is working toward licensure.

d.   Affiliate. A member who is licensed in a related profession  or who has made conspicuous and outstanding contributions to the counseling profession and has an interest in the work of Licensed Professional Counselors.

e.    Student. A member who is currently enrolled as a part-time or full-time graduate student in a counseling or related field program at an accredited institution of higher education and is not currently eligible for Clinical or Associate membership.

f.    Retired. A member who is or was at some time licensed and is currently retired from the field of counseling.

Section 2 - APPLICATION

Application for membership shall be made according to the procedures, which may be emended from time to time by the Board of Directors.

Section 3 - DUES

Any change in dues shall be approved by fifty-one percent (51%) of those who vote by mail ballot or at the Annual Convention and shall be collected by the Treasurer or LPCA staff.  The membership year is individually annualized to begin from the first date of membership. Members shall be notified thirty (30) days before their membership renewal date. A late charge will be assessed on all renewals over thirty (30) days past the due date, unless waived by the Treasurer, with Board approval.

Section 4 - RIGHTS AND PRIVILEGES

Fellow, Clinical, Associate, and Retired members shall possess voting rights and the privilege of election to any office. Student members shall have voting rights and the right to elect a representative to the Board of Directors. The Student Representative shall have the right to one vote on the Board of Directors. Affiliate members do not possess these rights and privileges. These rights and privileges shall be withdrawn if the member does not pay the Association dues or is found responsible for any conduct that is damaging to the Association and its members or to the counseling profession.

Section 5 - RESIGNATION

Any member may resign from the Association by giving written notice to the President or CEO of the Association.  Any member resigning from the Association shall continue to be responsible for and shall pay all dues and charges accrued on or before the date of resignation.

Section 6 - TERMINATION OF MEMBERSHIP

Membership in the Association may be terminated for cause.  Expulsion shall be by a majority vote of the entire Board of Directors at any meeting at which a quorum is present, provided that a statement of the charges shall have been made by certified mail to the last recorded address of the member at least fifteen (15) days before final action is taken.  This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered.  The member may be represented in person and/or by counsel and may present a defense to such charges before action is taken by the Board of Directors.

ARTICLE III - STATE DISTRICTS

The Association shall have designated districts within Georgia from which representatives shall be elected to serve on the Board of Directors. These representatives shall promote the purposes of the Association, facilitate its business, and establish a communication network with the membership.

ARTICLE IV - ASSOCIATION LEADERSHIP

Section 1 - BOARD OF DIRECTORS

The Directors of the Association shall be the President, President-elect, Immediate Past President, Treasurer, Secretary, District Representatives, and the following Committee Chairpersons: Clinical Supervision, Continuing Education, Ethics, Government Relations, Membership, Newsletter Editor, Professional Development, Public Relations, and Student Representative. Together they shall form the Board of Directors. The Directors shall be elected at large from the general membership, with the exception of the District Representatives and the Student Representative, who shall be elected by the appropriate representative electorate.  Installation of Directors shall be at the Annual Convention.

Section 2 - OFFICERS

The officers of the Association shall be the President, President-elect, Immediate Past President, Treasurer, and Secretary.

Section 3 - DUTIES AND OBLIGATIONS OF OFFICERS

The following are the duties and obligations of the Association officers.

a.    President shall be the principal executive officer of the Association and, subject to the authority of the Board of Directors, shall exercise general supervision and execution of the business and affairs of the Association.         The President shall, when present, preside at all meetings of the Board of Directors. The President shall have authority, subject to approval by the Board of Directors, to appoint such agents and employees of the Association as deemed necessary, to prescribe their powers, duties, and compensation, and to delegate necessary authority to them. Such agents and employees shall serve at the discretion of the President.

      The President shall have authority to sign, execute, and acknowledge on behalf of the Association all contracts, reports, and all other documents or instruments necessary or proper to be executed in the course of the Association's regular business, or otherwise provided by law or the Board. The President may authorize the President-elect or any other officer or agent of the Association to act in his/her place or stead. The President shall perform all duties incidental to the office of the President and such other duties as may be specifically prescribed by the Board of Directors from time to time. The President may appoint ad hoc committee chairs as needed.

      An annual operating budget shall be proposed by the President and approved by the Board of Directors by the June Board meeting each year.  The President or his/her representative shall represent the Association at meetings of other organizations in a way that promotes the purposes of the Association. The President shall submit an agenda to the members of the Board at least ten (10) days before the next scheduled Board Meeting if deemed necessary, otherwise an agenda shall be submitted at the next scheduled Board Meeting.

b.   President-elect shall, in the case of the death or absence of the President, or when requested to do so by the President, perform the duties of the President's office. The President-elect, when so acting, shall have all the powers of and be subject to all restrictions placed upon the President. The execution of any instrument of the Association by the President-elect shall be conclusive evidence to third parties of his/her authority to act in the stead of the President. The President-elect shall serve as Parliamentarian.

c.    Immediate Past President shall chair the Election Committeeand assist the President as requested.The Immediate Past President shall be responsible for organizing the Nancy Reeves Presidential Forum at the Annual Convention. The Election Committee shall be responsible for producing the slate of nominations for the Board of Directors elections.  The slate as presented is subject to the approval of the Board of Directors.

      The Immediate Past President shall chair the Awards Committee, which shall consist of LPCA members with at least one educator, one practitioner, and one student. This committee shall be responsible for accepting nominations for and selecting the recipient of the George C. Podein, Jr. Memorial Counselor of the Year Award. Other awards may be suggested by this committee subject to the approval of the Board of Directors.

d.   Treasurer shall be responsible for maintaining a balanced budget and shall oversee all funds of the Association. The Treasurer shall receive and give receipts for monies due and payable to the Association, and deposit all such monies in the name of the Association in such banks or other depositories as shall be designated. The Treasurer shall oversee records and transactions and provide a report to the Board at each Board Meeting; shall perform all duties incident to the office of Treasurer; and shall have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or Board of Directors. The Treasurer shall chair the Finance Committee.

e.    The CEO and staff shall receive and disburse funds according to approved vouchers in accordance with the budget requirements and as specified by policy.  Monthly treasury reports shall be provided to the Treasurer and the President.

f.    Secretary shall keep a written record of proceedings at meetings of the Board of Directors and see that all notices are duly given according to the provisions of these bylaws or as required by law. The Secretary shall be custodian of the Association's records and perform all duties incident to the office of Secretary, and such other duties as may be delegated or assigned by the President or Board of Directors. A copy of the minutes shall be forwarded to the members of the Board of Directors no later than fifteen (15) calendar days following each Board Meeting.

Section 4 - DUTIES AND OBLIGATIONS OF DIRECTORS

The following are the duties and obligations of the Association Directors:

a.   Clinical Supervision Chair shall form a committee to perform such duties as may be determined

by the Board of Directors and/or by policy to approve Georgia Licensed Professional Counselors     who meet requirements established by the law and rules and who have completed the supervisor competency-based education requirements established by LPCA Board of Directors.  The committee shall coordinate with legal counsel and the CEO.

      One District Representative shall be elected by members of the Association residing within each district.  Districts shall be defined by the Board from time to time.  Each District Representative may select an Associate Representative to represent the district at Board Meetings in the District Representative's absence, and to assist in other District matters. Each District shall have one vote at Board meetings.  Each District Representative shall provide at least two (2) continuing education workshops in their district per year.

b.   Student Representative shall be elected from the student membershipand shall promote involvement in the Association among students in counseling and other related fields. She/he shall be a liaison between the students and the Association.

c.    Newsletter Editor shall edit, publish, and distribute the Association newsletter four times a year. She/he shall be responsible for advertisements placed in the newsletter and shall have editorial responsibility for the newsletter's content, subject to the approval of the Board of Directors.

d.   Public Relations Chair shall form a committee to promote the interests of the Association before thepublic. This committee shall be responsible for media releases, setting up interviews to promote Professional Counselors, and assisting in the preparation of promotional material for the Association.

e.    Membership Chair shall form a committee to promote membership in the Association; provide   assistance in updating the membership directory and membership processing;  provide information regarding the benefits of membership; and assist the Student Representative in recruiting members among students.

f.    Government Relations Chair shall form a committee to promote the purposes of the organization before all appropriate legislative and governmental bodies. The committee shall monitorthe State Licensure Law and any governmental or consumer activity that  has an impact on the Association and its members.       

g.   Continuing Education Chair shall form a committee to approve programs that provide continuing education core hours and ethics hours, and other training for the members of the Association. The committee shall coordinate with the Annual Convention Committee and district leaders in making plans for the annual convention and district workshops.

h.   Ethics Chair shall form a committee to promote awareness of and compliance with the state and AMHCA codes of ethical and professional conduct; shall coordinate the Registry of Counselor Supervisors; and shall serve in an advocacy role.   

i.    Professional Development Chair shall form a committee to develop an annual calendar

      of professional development programming to help members develop the skills and

      networks necessary to meet their professional goals.

 

j.  One District Representative shall be elected by members of the Association residing within each district.  Districts shall be defined by the Board from time to time.  Each District Representative may select an Associate Representative to represent the district at Board Meetings in the District Representative's absence, and to assist in other District matters. Each District shall have one vote at Board meetings.  Each District Representative shall provide at least two (2) continuing education workshops in their district per year.

     

k.    A Co-Chair may be elected or appointed by the Board for any Committee Chair position, but not for an officer position.  Co-chairs shall have one vote between them on the Board of Directors and shall be counted as one person for purposes of establishing a quorum.

Section 5 - GENERAL DUTIES AND OBLIGATIONS

a.    The term for each Director  shall be one year, consistent with the Association’s fiscal year  The President position shall not be held by the same person more than twice.  The Immediate Past President or a President who does not complete the three positions upon the end of the term shall not serve on the Board for at least three years.

b.   Each Director shall provide a written report of their Association activities to the President at least one week before  each Board Meeting and shall present a year-end summary report at the Annual Convention.

c.    Each duly elected Director shall have one vote at Board meetings.   Co-chairs may vote in the absence of the Chair.

d.   All members of the Board of Directors are required to attend regularly scheduled and specially called meetings. Any Board member who has two unexcused absences during their term of office may be subject to removal from the Board at the discretion of the President. The Board shall then appoint a replacement.

e.    A Director may be removed from office by an affirmative vote of two-thirds (2/3) of all voting Board members forming a quorum at any regular or special meeting called for that purpose. Removal of a Director shall be for nonfeasance, malfeasance, or conduct detrimental to the interests of the Association; for lack of sympathy with its objectives; or for refusal to render reasonable assistance in carrying out the Association's purposes. A Director proposed to be removed shall be entitled to written notification, mailed within seven (7) days of the meeting of the Board of Directors, at which such time a vote to be removed from office is conducted, and shall be entitled to appear before and be heard by the Board at such meeting.

 f.   Directors shall not receive monetary compensation for their services,however, Board members may be reimbursed for expenses incurred related to Board business. The Board of Directors shall appropriate all funds. A person receiving monetary considerations for full- or part-time services as a staff member of the Association shall not be eligible to serve as a member of the Board of Directors of the Association.

g.    A vacancy in any principal office shall be filled by the Board of Directors for the un-expired portion of the term by a majority vote of the Board of Directors in office, and such officer shall then serve until the end of the current fiscal year.

h.   The Association shall commit itself to being a diverse organization that promotes and practices multicultural competencies.

 

ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS, AND SPECIAL ASSOCIATION ACTS

a.    Contracts. The Board of Directors may authorize any officer to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association, and such authorization may be general or confined to specific instances. In the absence of other designation, all contracts made by or on behalf of the Association shall be executed in the name of the Association by the President and Secretary.

b.   Loans. No indebtedness for borrowed money shall be contracted on behalf of the Association, and no evidence of such indebtedness shall be issued in the name of the Association unless authorized by the Board of Directors. Such authorization may be general or confined to specific instances.

c.    Payments. All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer(s)  or agents as shall from time to time be designated by the Board of Directors.

d.   Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VI - NOMINATIONS, ELECTIONS, AND VOTING

The Immediate Past President shall form an Election Committee no less than six (6) months prior to the Annual Conference. The Election Committee shall solicit nominations from the membership at large. The election committee shall determine the election procedures, subject to approval of the Board. Directors shall be installed at the Annual Convention.

a.    The Directors of the Association shall be the President, President-elect, Immediate Past President, Treasurer, Secretary, District Representatives, and the following Committee Chairpersons: Clinical Supervision, Continuing Education, Ethics, Government Relations, Membership, Newsletter Editor, Professional Development, Public Relations, and Student Representative.

b.   Voting rules:

1.   At Board meetings a majority of those eligible to vote is required to conduct business; this shall constitute a quorum.

2.   At general and district Association business meetings, a majority of those present is required to constitute a quorum in order to conduct business.

  1.  Election ballots may be submitted via posted mail or electronic means.  A majority of returned  ballots shall be required to determine the election outcome. Terms of office of elected officers are for one (1) year, except the office of President, which is divided into three (3) one-year terms consisting of President-elect, President, and Immediate Past President.
  2.  
  3. In the event an office other than the President becomes vacant, the Board of Directors shall appoint a replacement for the remainder of the unexpired term.  In the event that the office of President becomes vacant, the President-elect shall assume the role of Acting President for the remainder of the unexpired term.  The Acting President will then fulfill his or her term as President. 

ARTICLE VII - COMMITTEES

Section 1 - DUTIES AND OBLIGATIONS

Special Ad Hoc Committees: The Board of Directors may create special committees, task forces, or study groups from time to time for special assignments. When so created, members of such committee(s) shall be appointed by the President, and the said committee(s) shall end upon completion of the assignment or by vote of the Board of Directors at any time. All Ad Hoc Committee Chairs may serve for more than one yearly term, if reappointed by succeeding Presidents.

Section 2 - NAME AND DESCRIPTION

a.    The Executive Committee shall be composed of the President, Immediate Past President, President-elect, Secretary, Treasurer, and a District Representative to be elected by the newly elected District Chairs each year by the beginning of the new fiscal year.  These officers must also be members of the American Mental Health Counselors Association. The Executive Committee shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the affairs of the Association except action in respect to the filling of vacancies on the Board of Directors. A quorum of members necessary to conduct the business of the Executive Committee shall be a majority of its members.

b.   The Finance Committee shall develop and monitor the Association's budget, and develop and   implement strategies for obtaining additional ongoing revenue. The Committee shall advise the Treasurer regarding financial policies. The Treasurer shall be the Chair of the committee. This committee shall conduct an annual internal review at the end of the fiscal year and have power to call for an audit. The Finance Committee shall consist of at least two (2) practitioners from the membership at large, one (1) LPCA Board member, and one (1) student.

ARTICLE VIII - PUBLICATIONS

a.    The Association shall publish a newsletter describing the Association's activities. The newsletter shall be published and distributed to the general membership on a quarterly basis. Special editions of the newsletter may also be published.

b.   The Association shall publish a journal at least once per year. The editor of the journal is appointed by the President. 

ARTICLE IX - PROPERTY

All property of the Association shall be subject to the control and management of the Board of Directors. Upon dissolution of the Association, none of its property shall be distributed to any of the members, and all of such property shall be transferred to such other organization or organizations as the Board of Officers determines to have purposes and activities most nearly consonant to those of the Association, provided that such other organization or organizations shall be exempt under Section 501(c)(3) of the Internal Revenue Code or corresponding provision of the Internal Revenue Laws.

ARTICLE X - APPROPRIATIONS

All appropriations of the Association shall be subject to the control of the Board of Directors.

ARTICLE XI - CODE OF ETHICS

The Code of Ethics of the American Mental Health Counselors Association and/or of the Composite Board of the State of Georgia shall serve as the Codes of Ethics of the Association. Copies of the codes shall be made available to all members upon request.

ARTICLE XII - PUBLIC POLICY

  1. Lobbying.  The Association shall promote mental health issues and professional counseling legislation by informing members of the state legislature on issues that affect mental health care, the status of Professional Counselors as mental health providers, and the legal scope of practice of Licensed Professional Counselors. To this end, the Board of Directors shall establish a fund to promote and represent the interests of the Association in the state legislative process.
  2. Political Action Committee Fund.  The Association will not engage in political activities, but will support the activities of a Political Action Committee established by a separate segregated fund.

ARTICLE XIII - FISCAL YEAR

The fiscal year shall run from July 1 to June 30.  

ARTICLE XIV - CHIEF EXECUTIVE OFFICER

The Association may employ a Chief Executive Officer (CEO) and/or other staff as deemed necessary by the Board of Directors. The  CEO shall be, in all actions, responsible to the Executive Committee. The  CEO’s authority and responsibilities shall be decided by the Executive Committee and given to the  applicant for the CEO position in writing before said applicant accepts the position. The  CEO shall attend all scheduled and called meetings of the Board of Directors and other planning meetings that directly affect the business of the Association.

ARTICLE XV - PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these ByLaws and any other special rules of order that the Association may adopt.