HISTORY
In 1958 the founder of transactional analysis (TA), Dr. Eric Berne began a series of meetings under the name of the San Francisco Social Psychiatry Seminars. On May 6, 1960, the State of California granted a charter for the organization as a nonprofit educational corporation, which later became known as the San Francisco Transactional Analysis Seminar. In 1965 this Seminar became known as the International Transactional Analysis Association (ITAA). In 1987 two of the ITAA committees, the Board of Certification and the Training Standards Committee were independently incorporated as a separate corporation known as the Training and Certification Council of Transactional Analysts.
A. PREAMBLE
1. Definition: Transactional analysis (TA) is a psychological and social theory with mutual contracting for growth and change.
2. Purpose: The International Transactional Analysis Association exists to stimulate the growth and development of creative and useful theory and applications of transactional analysis.
3. Mission: The International Transactional Analysis Association is a nonprofit educational organization that facilitates international communication among people and groups who use transactional analysis. The ITAA works to build understanding, knowledge, and acceptance of transactional analysis and to sustain the historical body of knowledge. It provides theoreticians and practitioners - clinical, organizational, and educational with techniques of proven value for enriching life, a forum for evolving new transactional analysis theory and methods, and an ethical framework.
4. Values: The values of the ITAA, which are the foundation and desire of all efforts and structures of the organization, are:
B. ARTICLE 1: OFFICE
1. Principal The principle office of the Association shall be located at an address in the State of California to be established by resolution of the Board of Trustees from time to time.
C. ARTICLE 2: MEMBERSHIP
1. Classes of Membership: The Board of Trustees may, by resolution, establish classes of voting, non-voting, Life and Affiliate membership, determine the eligibility requirements and the rights and obligations of each class of membership.
(a) Voting Member: ITAA voting membership is available in six (6) categories. (1) Regular Members, (2 and 3) competency-based membership for Certified Members, and Teaching Members, (4) Student Members, (5) Retired Members, and (6) Life Members. Life Membership may be granted from time to time by the Board of Trustees to individuals of long standing in the Association who meet the criteria as laid down in the Guidelines.
(b) Non-voting Member: ITAA non-voting membership is available in a supporting category as an Associate member.
(c) Affiliate Association: ITAA Affiliate Association membership is available to members of approved, regional, national, or multi-national Associations of transactional analysis. The individual members of the affiliate Associations shall have voting and non-voting status according to their membership level.
2. Termination of Membership: A member may resign from membership at any time, but such resignation will not relieve the member from his/her obligation to pay for dues, assessments, charges or fees arising under these Bylaws or under a contract, accrued through the date of the effective date of resignation, or for other benefits or services actually rendered to the member by the Association.
Membership is terminated by resignation, death, non-renewal, or for cause as prescribed under these Bylaws.
3. Expulsion & Suspension: The Board of Trustees or any properly authorized committee of the Board, shall have the exclusive right to initiate the process to suspend, for a period of up to 12 months, or expel a member from the Association, and only on grounds stated in C4 below. A member shall be given at least thirty (30) days prior written notice of any proposed expulsion or suspension, and the specific reasons therefore, and the same notice shall be delivered to all Trustees entitled to vote, at the same time. The member may appeal the decision of the Board and shall be heard, orally or in writing, by each of the Trustees entitled to vote at least five (5) days prior to the effective date of the proposed suspension or expulsion. All proceedings of this nature will be handled on a confidential basis in the manner as specified in the ITAA Procedure for Ethics Complaints, as may be amended from time to time.
4. Grounds for Suspension or Expulsion: A member may be suspended or expelled from the Association for the following reasons, but only in accordance with the procedure described in Section C3 above of these Bylaws
(a) The member's uncured failure to comply with any applicable requirement or obligation imposed on members in these Bylaws or any duly adopted resolution of the Association or its Board of Trustees, or any governing rule of the Association or express agreement made between the member and the Association, of which failure the member has been given notice and a reasonable opportunity to correct.
(b) The member's serious breach of the professional rules of conduct adhered to and adopted by the Association, as set forth in the ITAA Statement of Ethics, dated March 1993, as amended and the ITAA Professional Practice Guidelines, October 1993, as may be amended from time to time.
(c) The members acts of moral turpitude, conviction of a felony, breach of fiduciary duty or other conduct which results in prejudice to the interests of the Association, as determined in good faith by the Board of Trustees after diligent examination of the relevant facts and circumstances.
D. ARTICLE 3: MEETINGS
1. Annual Meeting: A regular meeting of the voting members shall be held at least once each year, at such time and place designated by the Board.
2. Special Meetings: Special meetings of the Association may be called by the President or the Board of Trustees, or shall be called by the President upon the written request by at least five percent (5%) of the members of the Association entitled to vote.
3. Notice of Meetings: Notice of all meetings, whether Regular or Special meetings shall be given or sent to all voting members at their address of record at least 30 days prior to the date of the meeting by the Secretary. The Secretary may either send a notice by facsimile or mail to each voting member at the address appearing on the books of the Association, or place a notice in the Association's newsletter and to the Affiliate members in care of their Affiliate organization.
The notice for a regular meeting must specify that a meeting of the ITAA will occur, the place, date, and time of the meeting, and, in addition, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the members. If Trustees are to be elected, the names of all nominees at the time of the notice must also be specified.
Notice of a special meeting must specify that a meeting of the ITAA will occur, the place, date, and time of the meeting, and, in addition, the general nature of the business to be transacted. No other business may be transacted at a special meeting.
Notwithstanding the sufficiency of form or timing of the calling or notice given of any meeting of the members, the transactions of a meeting of the members will be valid as though had at a meeting duly held after call and notice if (1) a quorum of voting members is present in person or by proxy, and (2) either before or after the meeting, the voting members not present or by proxy signs a written waiver or notice or consent to the holding of such meeting, or approves the minutes thereof. All such waivers, consents, and approvals will be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting will constitute waiver of notice unless such person's attendance is solely for the purpose of objecting to the manner in which the meeting was called and/or noticed.
4. Waiver of Notice: The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this part to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the Bylaws.
5. Quorum: The quorum at regular and special meetings shall be fifty (50) voting members or five percent (5%) of the voting membership whichever is the smaller. If the quorum, however, is less than one-third (1/3) of the voting membership, the members may act only on matters the general nature of which was mentioned in the notice of the meeting. Once a quorum is present, the members may take valid action even though members leave the meeting so that less than a quorum remains. A quorum includes proxies. If no quorum is present within thirty (30) minutes of the announced starting time, then the meeting lapses, and no action may be taken without renoticing the meeting or waiver of same by following the procedure set forth in paragraph 7.
6. Action: The act of a majority of the voting members present at the meeting at which a quorum is present shall be the act of the membership. Voting members may vote in person or by a written proxy filed with the Secretary at least thirty (30) minutes before the notified time of the meeting.
7. Action Without a Meeting: Any action which may be taken at any regular or special meeting of the members may be taken without a meeting if the Association distributes a written ballot to every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time which to return the ballot to the Association.
Approval shall be valid only when the number of votes cast by the ballot within the time period specified equals or exceeds fifty (50) voting members or five percent (5%) of the voting membership whichever is the smaller and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
Ballots solicited shall indicate the number of responses needed to meet the quorum requirements and shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballots must be received in order to be counted. Written ballots may not be revoked.
E. ARTICLE 4: BOARD OF TRUSTEES
1. Powers: Subject to any limitations in these Bylaws, as amended from time to time, all of the activities and the affairs of the Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.
2. Number of Trustees: The Board of Trustees shall consist of not less than nine (9), nor more than twenty (20) Trustees, with the exact number of Trustees to be determined by the Board from time to time. The Board shall be composed of three classes of Trustees: (a) corporate officers, as described in Paragraph F1. below, (b) "at large" Trustees and (c) Affiliate Association representatives. Regardless of the class in which a Trustee belongs, no Trustee shall serve more than two successive terms as a member of the Board. Other than the foregoing classifications, the rights, obligations and duties of all Trustees shall be identical, and shall be the rights, obligations and duties assigned to "directors" of California nonprofit corporations, as specified by the California Corporations Code. A quorum of the Board shall be determined not by reference to the total authorized directors, but rather by reference to the total number of Trustees then in office.
(a) Corporate officers, who shall automatically be Trustees upon their election to corporate officers in the manner and for the terms provided by these Bylaws; an officer may not concurrently serve as an "at large" or Affiliate Association Trustee.
(b) "At large" Trustees shall be elected for terms of three years each by the Association’s membership from the region they are to represent, in the manner prescribed by the Guidelines of the Association. Where there is more than one nominee for a position, a ballot shall be mailed to all voting members within the region they represent within 60 days after the close of nominations.
(c) Affiliate Association representatives shall occupy no more than one-third of the then total authorized number of Trustees, and shall be selected by their respective Affiliate Associations. The Board of Trustees shall determine, in the event of a conflict, how many total Affiliate Association representatives may be elected as Trustees any year. Subject to the foregoing, an Affiliate Association may elect or otherwise designate (according to the procedures of the Affiliate Association) one Trustee for each one thousand members of the Affiliate Association; provided, however, that no Affiliate Association may elect more than three Trustees to serve on the Board at any time. Each Affiliate Association representative shall serve as a Trustee for a term of three years.
3. Eligibility: Any voting member of the Association shall be eligible for nomination and election to the Board of Trustees, provided that with the exception of the President, (who shall have been President-Elect and will be Past President) no Trustee shall be eligible for nomination to the Board for more than two successive terms.
If nominated and elected, the President may serve on the Board for a maximum of four (4) successive terms as follows: One (1) year as President Elect, three (3) years as President, one (1) year as Past President and one three year term as a trustee either before or after serving in the Presidential series of terms in office.
4. Term of Office: Trustees will serve for a three-year term of office, except that in the first year after the adoption of these Bylaws all Trustees except the President in office and the President-Elect become eligible for re-election. The President in office will continue to serve for the period elected and the President-Elect will serve for the new period as defined in these Bylaws.
The terms of office for other office bearers and Trustees will be staggered to allow for elections that will provide some continuity for the Board. The staggering of these terms of office will be defined in the Association Guidelines to these Bylaws.
5. Office Commences: All Trustees and office bearers shall commence their terms of office beginning January 1st of the year immediately following their election.
6. Vacancies: A vacancy on the Board of Trustees shall be deemed to exist in the event that the actual number of Trustees is less than the authorized number for any reason. Vacancies may be filled by the Board for the unexpired portion of the term remaining.
7. Resignation and Removal of Trustees: Resignation of any Trustee shall be effective upon receipt of written notice by the Secretary. The Board of Trustees may remove a Trustee who has been declared of unsound mind by final order of court or convicted of a felony or found by a final judgment of any court to have breached the Standard of Care provided for in these Bylaws. A Trustee may be removed without cause prior to the expiration of their term only by a vote of a majority of the members in accordance with these Bylaws. Trustees who miss two consecutive meetings will be automatically removed from office unless they request and are granted exception by the Board.
F. ARTICLE 5: OFFICERS AND EXECUTIVE COMMITTEE
1. Officers: The officers of the Association, shall be elected by all the voting members of the Association, and shall be the President, the President-Elect, Past President, four (4) Vice Presidents, Secretary, Treasurer, and other officers as the Board of Trustees may determine.
Additionally the Vice President Training and Certification Council will be appointed by the Board on the joint recommendation of the Chairs of the Training and Certification Council Training Standards committee and the Board of Certification.
No person may hold more than one office at the same time. Officers will serve staggered terms of office as defined in the Guidelines.
2. Term of Office: Except for the President-Elect and the Past President, the officers shall serve for a period of three (3) years commencing at the end of the Annual General Meeting following their election, or January 1st of the year following their election, whichever occurs first. They shall not hold the same office for more than two (2) consecutive terms. The President-Elect shall serve only one (1) year. All office bearers other than the President are eligible for re-nomination to the same office for one additional term of office.
If nominated and elected the President may serve a maximum of four (4) successive terms: One (1) year as President Elect, three (3) years as President, one (1) year as Past President and one three year term as a trustee either before or after serving in the presidential series of terms in office.
3. Office Commences: All office bearers shall commence their terms of office beginning January 1st of the year immediately following their election.
4. Removal: Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by a vote of two-thirds (2/3) of those Trustees at a meeting of the Board.
5. Vacancies: A vacancy in any office for any reason shall be filled by the Board of Trustees for the unexpired portion of the term.
6. President: The President shall be the principal executive officer of the Association. Subject to the control of the Board of Trustees, the President shall supervise and direct the Office Manager in carrying out policies set by the Board of Trustees. The President shall preside at all meetings of the membership, at all meetings of the Board of Trustees, and at all meetings of the Executive Committee.
The President with the approval of the Board of Trustees may sign on behalf of the Association all documents, contracts and other instruments or may delegate, with Board approval, this authority to the Office Manager except when the signing and execution thereof shall be expressly reserved to the Board of Trustees, by these Bylaws or by statute, or to some other officer or agent of the Association.
7. Term of President:The ITAA President will serve consecutively one, (1) year-term as President Elect, one three (3) year term as President, and one (1) year term as Past President.
8. Vice Presidents: The Vice Presidents shall have specific responsibilities as designated by the Board of Trustees, and shall be provided with a copy of the policies, rules, and duties of the office. The Vice President with responsibility for Operations will perform the duties and exercise the powers of the President in the absence of or in the event of the death, disability, or unwillingness to serve the President.
9. President-Elect: There shall be nominated and elected a President-Elect, who shall take office at the end of the Annual General Meeting following his/her election, or January 1st of the year following his/her election, whichever occurs first. The President-Elect shall serve for one (1) year, and succeed to the office of President commencing at the end of the next Annual General Meeting or January 1st of the year following thereafter if the Annual General Meeting does not occur.
10. President Vacancy: In the event of the death, or the disability or unwillingness to serve, of both the President and Vice President (Operations), another Vice President will be appointed by the Board of Trustees to perform the duties and exercise the powers of President until a new election for President-Elect can be held and the duly elected President-Elect takes office and performs the duties and carries out the powers of the President for that three-year (3-year) term.
11. Secretary: The Secretary shall oversee and be responsible for a full and complete record of the proceedings of the Trustees, shall serve such notices as may be proper or necessary, shall supervise the keeping of the records of the Association and shall discharge such other duties as pertain to the office or as prescribed by the Trustees.
12. Treasurer: The Treasurer shall do the following: Oversee and be responsible for the keeping of the books, have charge and custody of all funds of the Association, deposit such funds in the manner required by the Trustees, keep and maintain adequate and correct accounts of the Association's properties and business transactions, render reports and accounts as required, serve as chairperson of the Finance Committee, and shall discharge such other duties as pertain to the office or as prescribed by the Trustees.
13. Immediate Past President: The immediate Past President shall serve for one (1) year, and shall have such duties as prescribed by the Board of Trustees in the ITAA Guidelines Manual.
14. Office Manager: The Office Manager shall be the principal managing officer of the Association subject to the control of the President, Executive Committee, and the Board of Trustees. The Office Manager shall execute resolutions of the Board of Trustees and shall supervise and direct the day to-day business affairs and the staff operations of the Association. The Office Manager shall be a non-voting member of the Board of Trustees.
A contract of employment will be established between the Office Manager and the Association to be signed by the President and the Office Manager.
15. Executive Committee: The Executive Committee of the Board shall consist of those Trustees who are the office bearers of the Association, namely, the President, the President-Elect, the Past President, the Secretary, the Treasurer, the Vice Presidents.
G. ARTICLE 6: ELECTIONS
1. Election of Officers and Trustees: An election for all vacant positions will be called by the Nominating Committee Chair each year. All voting members will be notified of the call for candidates via the Association's newsletter and by announcement to the Affiliates.
2. Closing Date: The closing date for all nominations to reach the Association's principal office will be 4.00 p.m. local time, May 31st of each year.
3. Notice: At least sixty (60) days prior to the closing date for nominations, the nominating committee will call for an election and nominations for all vacant positions. Such notice will be given to all voting members via the Association's newsletter and by announcement to the Affiliates.
4. Ballots: Where there is more than one nominee for a position, a ballot shall be mailed to all voting members within sixty (60) days of the close of nominations. Elections and other matters that require a membership vote may be conducted via paper ballots or by electronnic means (such as email or secure Internet voting), subject to reasonable procedures to be adopted by the Board of Trustees from time to time. If paper ballots are used, in order to be counted, ballots shall be returned to reach the Association's principal office or other location designated by the nominating committee within sixty (60) days following the mailing of ballots. If electronic voting is offered, in order to be counted, ballots must be cast through the media in order to reach the Association within sixty (60) days following the electronic distribution of ballots. The Board of Trustees shall, from time to time, adopt and publish reasonable procedures to obtain the members' consent to electronic receipt of notice, proxy solicitation, and voting by electronic transmission, or in the alternative, to permit the members to receive written notice, proxy solicitations, and ballots and return such proxies and ballots to the Association.
5. Voting: Each voting member shall be entitled to cast one (1) vote for each vacancy but shall not be entitled to accumulate votes.
6. Election of Office Bearers and Trustees: The results of the election shall be announced within thirty (30) days after the election results are determined and to the voting membership as soon as practicable thereafter.
7. Election of President- Elect: The election of the President-Elect shall be by a majority of the voting members. Should the initial ballot not produce such a majority, the preferential system of voting as described in the Association's Guidelines to these Bylaws will be used to avoid a runoff election.
8. Election of Office Bearers: Each year a number of Trustees as defined by these Bylaws will be elected by the members as office bearers for three (3) years, except that in the first year after the adoption of these Bylaws the Treasurer and two (2) Vice Presidents will be elected for three-year (3-year) terms of office, and the Secretary and the remaining Vice Presidents will be elected for two-year (2-year) terms of office.
H. ARTICLE 7: MEETINGS OF THE BOARD OF TRUSTEES
1. Meetings: Any Board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if all of the following apply:
(a) Each trustee participating in the meeting can communicate concurrently with all other trustees.
(b) Each trustee is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to a specific action to be taken by the corporation.
(c) The Board has adopted and implemented a means of verifying both of the following:
(i) A person participating in the meeting is a trustee or other person entitled to participate in the Board meeting.
(ii) All actions of, or votes by, the Board are taken or cast only by the trustees and not by persons who are not trustees.
2. Regular Meetings: Regular meetings of the Board of Trustees shall be held at least once a year.
3. Special Meetings: Special meetings of the Board of Trustees for any purpose may be called at any time by the President or any Vice President, the Secretary or any two Trustees. Special meetings shall be held at the date, place, and time stated in the written notice.
4. Notice of Meetings: Written notice of any regular or special meeting of the Board of Trustees shall be given to each Trustee at least thirty (30) days before any such meeting. The notice shall be delivered by the fastest and most reliable means available at the time.
5. Waiver of Notice: The transactions of any meeting of the Board of Trustees, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present, and either before or after the meeting, each of the Trustees not present signs a written waiver of notice, a consent to holding meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes. Notice of a meeting shall also be deemed given to any Trustee who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
6. Quorum of the Board: A majority of the Trustees in office shall constitute a quorum. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, except as otherwise provided in these Bylaws. Trustees may not vote by proxy. A meeting at which a quorum is initially present may continue to transact business not withstanding the withdrawal of Trustees, if any action present is approved by a majority of the quorum required for such meeting.
7. Board Action Without Meeting: Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Trustees.
I. ARTICLE 8: DUTIES OF A TRUSTEE
1. Standard of Care: A Trustee shall perform the duties of a Trustee, including duties as a member of any committee of the Board on which the Trustee may serve, in good faith, with fair dealing, honesty, loyalty, diligence, and due care in a manner such Trustee believes to be in the best interest of this Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of a Trustee, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(a) One or more officers or employees of the Association whom the Trustee believes to be reliable and competent in the matters presented;
(b) Counsel, independent accountants or other persons as to matters which the Trustee believes to be within such person's professional or expert competence; or
(c) A committee of the Board upon which the Trustee does not serve, as to matters within its designated authority, which committee the Trustee believes to merit confidence, so long as in any such case, the Trustee acts in good faith, after reasonable inquiry when the Deed therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
A person who performs the duties of a Trustee in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a Trustee, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which the Association or assets held by it, are dedicated.
J. ARTICLE 9: TRANSACTIONS
1. Investments: Except for assets held for use or used in carrying out this Association's exempt educational and/or charitable activities, as recognized by the Internal Revenue Service under the Internal Revenue Code 501 (c)(3), The Board shall adhere to the following principles in investing, reinvesting, purchasing acquiring, exchanging, selling and managing its invested assets. The Board shall avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of this Association's capital. No investment violates this section where it conforms to provisions authorizing such investment contained in an instrument or agreement pursuant to which the assets were contributed to this Association.
2. Loans: This Association shall not make any loan of money or property to or guarantee the obligation of any Trustee or officer; provided, however, that this Association may advance money to a Trustee or Officer of this Association for expenses reasonably anticipated to be incurred in performance of the duties of such Officer or Trustee so long as such individual would be entitled to be reimbursed for such expenses in the absence of that advance.
3. Self-dealing transaction: Except to the extent provided in paragraph 4 below, no Trustee, corporate officer, Association staff member, or other "control person," as that term is defined in the U.S. Internal Revenue Code of 1996, as amended, may engage in a self-dealing transaction with the Association. A "self-dealing" transaction is one in which a Trustee, corporate officer, Association staff member or other "control person," or a spouse or immediate family member of such person (collectively referred to as "interested parties"), has a financial interest. Further provided, however, that even if the Board gives it approval in the matter specified in paragraph 4, below, no more than 49 percent of the Board members may be "interested parties."
4. Approval for a self-dealing transaction: The Board of Trustees at a meeting may approve a self-dealing transaction if the Board determines that
(a) The Association enters into the transaction for its own benefit;
(b) The transaction is fair and reasonable to the Association; and
(c) After reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the Trustee's interest in the transaction, and by a vote of a majority of the Trustees then in office, without counting the vote of the interested Trustee or Trustees.
5. Indemnity: This Association may provide to its corporate agents indemnification to the full extent allowed by law. The Board of Trustees may adopt a resolution authorizing the purchase of insurance on behalf of any agent of this Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Association would have the power to indemnify the agent against that liability under law.
6. Inspection: Every Trustee shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents, and to inspect the physical properties of this Association.
7. Compensation: The Trustees and committee members shall not receive any compensation for their services as Trustees or committee members. The Board of Trustees may, however, by resolution, reimburse any Trustee or committee member for all or any portion of the expenses incurred by such Trustee or committee member in attending any meeting of the Board of Trustees, provided that written evidence of all such expenses shall be filed with the Treasurer of the Association before such reimbursement shall be made. This section shall not preclude any Trustee or committee member from serving the Association in any other capacity and receiving reasonable compensation.
K. ARTICLE 10: COMMITTEES
1. Committees: Subject to the limitations imposed by these Bylaws and applicable law, the Board may create committees of Trustees and/or committees of members to perform such functions, consistent with the purpose and mission of the Association, as the Board determines to be desirable and appropriate in the circumstances; provided however, that committees of Trustees may be authorized to perform certain Board functions, but no Board authority may be delegated to a non-Trustee member, either individually or to a specially created committee of members. Moreover, no committee, whether composed of Trustees or not, shall be authorized to do any of the following:
(a) Fill vacancies on the Board of Trustees or on any committee;
(b) Fix compensation of Trustees for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board of Trustees which by its express terms is not so amendable or repealable;
(e) Appoint any other committees of the Board of Trustees or the members of these committees;
(f) Spend corporate funds to support a nominee for Trustee after there are more people nominated for Trustee than can be elected.
(g) Receive compensation for services as committee members.
2. Ad Hoc Committees: The President with the approval of the Executive Committee may appoint such Ad Hoc committees as may be required from time to time to assist the Board to carry out its responsibilities.
3. Meetings: Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of Section H of these Bylaws concerning meetings and Trustees, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Trustees and its members. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Trustees may adopt rules for the governance of any committee not inconsistent with the provisions of these Bylaws.
L. ARTICLE 11: TRAINING AND CERTIFICATION COUNCIL
1. The Council: The International Transactional Analysis Association will recognize the Training and Certification Council of Transactional Analysts to oversee the training, examination, and certification of Transactional Analysts. The Training and Certification Council is a separate corporation and shall be financially independent of the ITAA and any of its subcommittees or boards as required by law.
M. ARTICLE 12: AFFILIATION
1. Affiliation: The ITAA may affiliate with other nonprofit transactional analysis organizations as specified in affiliation policies as established by the Board of Trustees.
2. Affiliate Council: The ITAA may set up and participate in a Council consisting of representatives from the affiliated Associations, or other appropriate structure, for collaboration with the Affiliated Associations. The terms of such collaboration, including representation on this council will be specified in the affiliation agreement negotiated by the ITAA and its Affiliate Association.
N. ARTICLE 13: ADMINISTRATION
1. Fiscal Year: The fiscal year of this Association shall be the calendar year.
2. Contracts: The scope of authority of any officer or agent of this Association shall not include the execution of any contract or instrument in the name of or on behalf of the Association or the power or authority to bind the Association by any contract or agreement or to pledge its credit or to render it liable for any purpose or in any amount unless such authority is specifically authorized by the Board of Trustees.
3. Checks & Drafts: The Board of Trustees may designate the persons authorized to sign or endorse checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of or payable to the Association.
4. Staff: The office staff of this Association shall work under the general supervision of the Office Manager and shall consist of such positions as the President, Vice President Operations and the Treasurer may authorize from time to time.
5. Compensation: Compensation for the Office Manager, and other staff members shall be authorized by the President, VP Operations and Treasurer from time to time, in a manner prescribed in the ITAA Guidelines and as may be required by California and federal law.
6. Audit: A certified audit of the Association's books shall be obtained every other year by an outside auditor.
7. Reports to Trustees: The President shall furnish a written report annually to all voting members of this Association by June 30th, containing the following information:
(a) The assets and liabilities, including the trust funds, of this Association as of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;
(c) The revenue of this Association, both unrestricted or for particular purposes, for the fiscal year;
(d) The expenses or disbursements of this Association, for both general and restricted purposes during the fiscal year;
(e) Any transaction during the previous fiscal year involving Forty Thousand Dollars ($40,000.00) or more between this Association or a subsidiary and in which any Trustee or officers of the Association or subsidiary was a party. The report must disclose the names of the interested persons involved in such transaction, stating such person's relationship to the Association, the nature of such person's interest in the transaction and, where practicable, the amount of such interest;
(f) The amount and circumstances of any indemnifications or advances aggregating more than Ten Thousand Dollars ($10,000.00) paid during the fiscal year to any officer or Trustee of the Association.
8. Parliamentary Authority: The parliamentary procedure by which meetings of the Trustees and members shall be conducted shall be that contained in the current edition of Robert's Rules of Order Newly Revised, as may be amended from time to time.
9. Guidelines Authority: The Board of Trustees shall have the power from time to time to make, alter or rescind Guidelines to these Bylaws not inconsistent with these Bylaws which the Board may deem necessary or convenient for carrying out the purpose of the Association.
10. Bylaw amendments: The adoption of any amendment to these Bylaws shall require approval by a majority vote of the voting members at a membership meeting or by written ballot.
All proposed amendments shall be reviewed by the Bylaws Committee. Any voting member may propose a Bylaw amendment(s) by submitting it in writing to the chairperson of the Bylaw Committee at least sixty (60) days before it is voted on by the membership.
The Bylaw Committee, in reviewing any proposed Bylaw amendment(s) shall determine the effect of the proposed amendment(s) and shall recommend approval or rejection.
The Bylaw Committee, at the direction of the Board, shall provide to the membership a copy of the proposed Bylaw amendment(s) together with the Bylaw Committee recommendations.
All voting members will be notified of the written ballot via the Association's newsletter and by announcement to the Affiliates at least sixty (60) days before the closing of the ballot. A closing time and date for the ballot will be advised in the notification. To be counted all ballots must reach the principal office of the Association by the closing time and date.
In the event that the Board of Trustees determines that the proposed Bylaw amendment shall be submitted to the membership at the next Regular or a Special meeting of the membership, the Bylaw Committee shall notify all voting members of the proposed amendments in the notice of meeting via the Association's newsletter or by direct mail and by announcement to the Affiliates. Such notification should reach voting members at least sixty (60) days prior to the date of the meeting.
11. Inspection: The voting members of this Association have the right to inspect the books, records, and membership lists of this Association and consent will not be unreasonably withheld or delayed. Members have the right to inspect financial reports of this Association upon written request, for a purpose reasonably related to their interests as a member.
12. Member's Liability: A member is not, as such, personally liable for the debts, liabilities or obligations of this Association.
13. Dissolution: The Association may elect to adopt a plan to voluntarily wind up and dissolve in the manner prescribed by the California Nonprofit Corporation Law by the approval of either: (a) a majority of all members entitled to vote, or (b) the Board of Trustees and of a majority of a quorum of members entitled to vote.
14. Asset Disposal: After payment of all liabilities, the assets of the Association shall be disposed of to any recognized charitable organization decided by a special meeting of the voting membership called for that purpose.
