Below are PAATA's current Bylaws, approved by the American Art Therapy Association.
Pennsylvania Art Therapy Association Constitution and By-laws
Adopted October 23, 2024
ARTICLE I Name
ARTICLE II Purpose
ARTICLE III Membership
ARTICLE IV Board of Directors and Officers
ARTICLE V Meetings of the Membership
ARTICLE VI Parliamentary Authority
ARTICLE VII Amendments
ARTICLE VIII Indemnification
ARTICLE IX Non-for-Profit Status Dissolution
Pennsylvania Art Therapy Association, Inc.
100 S. Broad Street
P.O. Box 22630
Philadelphia, PA 19110
United States
www.paarttherapy.org
[email protected]
2024 Pennsylvania Art Therapy Association, Inc.
ARTICLE I NAME
As established in the Articles of Amendment-Domestic Incorporation (15 Pa.C.S.) on April 19,
2022, the name of the Chapter shall be the Pennsylvania Art Therapy Association, Inc.
hereinafter referred to as the PAATA. PAATA is a non-profit entity recognized as tax-exempt
under Sec. 501(c)(3) of the Internal Revenue Code and organized under the laws of the
Commonwealth of Pennsylvania and an affiliate chapter of the American Art Therapy
Association, Inc. (AATA).
ARTICLE II PURPOSE
Section 1. The purpose of the PAATA as established in the Articles of Incorporation,
in addition to the powers granted to it under law, is to advance the field of art therapy among
professionals and the public.
Section 2. Notwithstanding any provisions to the contrary, this corporation is organized
exclusively for such purposes as are authorized and permitted by Section 501(c) (3) of the
Internal Revenue Code of 1986 (or the corresponding provision of any future United States
Internal Revenue Law), and this Corporation shall not carry on any activities that are not
permitted to be carried on by a corporation exempt from taxation under said Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended. The corporation shall have all the powers
granted to non-profit corporations under the Pennsylvania Nonprofit Corporation Law of 1988,
9
as amended.
ARTICLE III MEMBERSHIP
Section 1. Geographic Scope. The geographic jurisdiction of the PAATA includes the
Commonwealth of Pennsylvania. Individuals are welcome to join, even if residence or
employment does not include Pennsylvania, provided they qualify in one membership category.
Section 2. Categories, Qualifications, and Privileges. Each PAATA Membership category
has specific qualifications that are delineated below. The Membership categories listed in these
Bylaws represent the voting members of the PAATA. Any individual may only have voting
rights in one membership category. Membership benefits belong to an individual or organization
and are not transferable to heirs or successors. All PAATA members must join/renew through
the American Art Therapy Association (AATA).
A. Credentialed Professional: Individuals who maintain current registration (ATR)
and/or certification (ATR-BC) through the Art Therapy Credentials Board, Inc.
(ATCB) or any other credential recognized by the AATA.
B. Professional: Individuals who have completed graduate-level training in art therapy
and are practicing art therapy under an approved ATCB credential holder (ATR-BC,
ATR). The PAATA recognizes this category as including Provisional Art Therapists
(ATR-P), and art therapy graduates who have completed graduate-level training in art
therapy within the last 12 months and have not applied for the ATR-P who are new
professionals.
C. Retired Professional: Professional Members who have retired and are no longer
engaged in the active practice of art therapy.
D. Art Therapy Student: Individuals who do not meet the qualifications for Professional
Membership, who are currently enrolled in an art therapy undergraduate, master’s, or
doctorate program living in or outside the United States.
Section 3. Application for Membership or change of membership category shall be in
accordance with procedures established by the Board of Directors of the American Art Therapy
Association. The HLM is an award bestowed by the PAATA and voted on by its members.
Section 4. Dues. Members shall be assessed annually for dues as determined by the PAATA
Board and in accordance with the process and timeline detailed in the PAATA operating
procedures. The failure of a member to pay dues by the established deadline shall be cause for
termination of member status.
Section 5. Good Standing, Suspension, and Termination.
A. A member shall be in good standing when payment of the annual dues is current.
The PAATA Board of Directors may suspend, revoke, or terminate any membership,
privilege of membership, or participation in the PAATA programs or activities for
nonpayment of dues and/or conduct contrary to the purposes of the PAATA or its
policies. All suspension, revocation, or termination proceedings shall be conducted in
good faith and in a fair, nondiscriminatory, and reasonable manner, consistent with
applicable law and regulatory requirements for non-profit corporations and the Bylaws.
10
ARTICLE IV BOARD OF DIRECTORS AND OFFICERS
Section 1. BOARD OF DIRECTORS. The members of the Board of Directors of this chapter
shall consist of (4) officers and (5) Directors-at-large.
Section 2. The Board of Directors shall exercise all corporate powers permitted by law and the
activities and affairs of the PAATA shall be managed by or under the direction, and subject to
the oversight of the Board of Directors. Additionally, the Board of Directors shall:
A. Evaluate and support the Officers and Directors-at-large.
B. Appoint the chairs and at its discretion general member committees.
C. Review, approve, and present to the members a report, verified by the President and
Treasurer, showing in detail the annual budget, amendments to such budget, assets, and
liabilities, changes in assets and liabilities, revenue, expenses, long-term financial
plans, and number of members of the PAATA.
Section 3. Qualifications for the Board of Directors.
The Board shall develop general qualifications for the Board of Directors that reflect the skills
and experience necessary to execute the requirements of each role. All members of the Board of
Directors must be members of both the American Art Therapy Association and the Pennsylvania
Art Therapy Association.
Section 4. Officers. The officers shall be a President, a President-Elect, a Secretary, and a Treasurer.
A. President. The president shall preside at all meetings of the Board, oversee the agenda
for Board meetings, and perform all duties customary to the office of President.
B. President-Elect. In the absence of the President or in the event of the President’s
inability or refusal to act, the President-Elect shall perform the duties of the President
and, when so acting, shall have all the powers of, and be subject to all the restrictions
upon the President.
C. Secretary. The Secretary shall be responsible for keeping accurate minutes of all
meetings of the Board; shall see that all notices required by these Bylaws or by law are
given; and, in general, shall perform all duties customary to the office of Secretary
D. Treasurer. The Treasurer, in collaboration with the other (3) officers, shall be
responsible for all funds and securities of the PAATA.
Section 5. Qualifications for Officers.
The Board shall develop general qualifications for the Officers’ positions that reflect the skills
and experience necessary to execute the requirements of each chair position. Credentialed
Professionals who have maintained their ATR-BC (ATCB credential) and are current members
of the PAATA and the AATA shall be eligible to hold the position of President and President-
Elect. Secretary and Treasurer must hold and maintain a minimum of an ATR (Registered Art
Therapist, ATCB Credential) and must be current members of the PAATA and the AATA.
Section 6. Directors-at-large. The Directors-at-large, herein Directors of the chapter, shall
consist of the Advocacy and Professional Affairs Chair; Diversity and Social Justice Chair;
11
Events Chair; Membership Chair; and Public Information Chair.
Section 7. Qualifications for Directors-at-large.
The Board shall develop general qualifications for Directors-at-large that reflect the skills and
experience necessary to execute the requirements of each role. These positions may be held by a
Credentialed Professional holding the ATR-BC or ATR from the ATCB, or a Professional
holding the ATR-P from the ATCB. Current members of the PAATA and the AATA are eligible
to hold Directors-at-large positions.
Section 8. Student Volunteers. Student members of the PAATA may serve as volunteers and
liaisons between respective undergraduate, or graduate art therapy programs in the United States
and the PAATA. Student volunteers are recommended by the Program Directors and confirmed
by the board.
Section 9. Terms of Office.
A. Members of the Board of Directors (Officers and Directors-at-large) shall serve for a
two (2) year term, which will commence on January 1 to coincide with the fiscal year.
Each member of the Board of Directors of a nonprofit corporation shall hold office
until the expiration of the term for which the director was selected and until a
successor has been selected and qualified or until the director's earlier death,
resignation or removal.
B. Other than the President and President-Elect, all Officers and Directors shall serve for a
two-year term which will end upon the expiration of the term for which the Officer
or Director was selected and until a successor has been selected and qualified or until
the Officer’s or Director’s earlier death, resignation or removal and may not serve for
more than two consecutive terms in the same office.
C. The President and President-Elect shall serve for a two-year term in each of their
respective positions. The President-Elect will automatically succeed into the office of
President at the completion of their two-year term as President-Elect.
If the President-Elect cannot fulfill the President position, a candidate from the
current Board of Directors will be nominated for election in their place.
After the President’s term has ended, the individual may serve again on the Board (by
election or appointment) only after at least one year has elapsed since the individual’s
last term of office.
Section 10. Nomination and Election of Officers.
A. Except as otherwise provided in this section, Board Members, other than those
constituting the first board of directors, shall be elected by the members. Nominations
for Board positions will be submitted by the PAATA membership, which includes
current members of the Board.
Section 11. Duties of Officers and Directors.
A. Officers shall perform those duties prescribed by the Board of the PAATA and
manage the business of the Chapter between Board meetings.
B. Directors-at-large shall perform those duties prescribed by the Board of the PAATA,
and as overseen by the Officers.
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C. All Officers and Directors are required to attend monthly Board meetings and special
Board meetings if called by the President. The Board of Directors will participate in
choosing the date and time of monthly meetings.
D. A quorum of Board members must be present for voting on motions and other
decisions when the meeting is taking place in person or virtually. A quorum is the
majority of the number of directors in office.
E. The PAATA Board may vote on a motion at meetings in person or through electronic
voting. A record of all motions will be maintained by the Secretary.
F. The duties of the Officers and Directors-at-large shall be documented in a Procedures
Manual. This shall be updated during each two-year election term.
Section 12. Official Representative for the Association.
When an Officer or Director-at-large is speaking for or acting as an official representative of the
Association, the President must be notified before the engagement.
Section 13. Board Vacancies.
A. A vacancy in the office of the President shall be filled for the unexpired term by the
President-Elect.
B. If the President-Elect shall succeed to the office of President, said vacancy and any
other vacancy on the board may be filled by appointment of the President with
approval by the Board through a vote. The appointed Board member will serve until
the next election and then be voted upon in the general election of Officers and
Directors.
Section 14. Removal from Office.
The Board may remove an Officer or Director with cause by a majority vote at any regular or
special Board meeting. Any Officer or Director proposed for removal will be given notice of the
pending action and an opportunity to be heard prior to the vote to remove. The individual will be
notified in writing of the Board’s decision within 5 business days. The Board of Directors may
declare vacant the office of an Officer or Director who has been judicially declared of unsound
mind or who has been convicted of an offense punishable by imprisonment for a term of more
than one year, or if, within 60 days after notice of selection, a Director or Officer does not accept
the office either in writing or by attending a meeting of the Board of Directors and fulfilling the
other requirements of qualification as the Bylaws may specify, such as unwillingness or inability
to perform duties; violation of bylaws; or conflict with the AATA code of ethics.
ARTICLE V MEETINGS OF THE MEMBERSHIP
Section 1. Holding Meetings and Voting
A. The Chapter shall hold meetings open to all members at such time and place as is
specified by the Board of the PAATA.
B. One or more persons may participate in any meeting of the members by means of
conference telephone or other electronic technology by means of which all persons
participating in the meeting can hear each other. Participation in a meeting pursuant
to this section shall constitute presence in person at the meeting.
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Section 2. Special meetings of the Chapter
Special meetings of the members may be called at any time by (1) the Board of Directors, or (2)
members entitled to cast at least 10% of the votes that all members are entitled to cast at the
particular meeting.
Section 3. Notification of Meetings.
Notice in record form of every meeting of the members shall be given by, or at the direction of,
the Secretary or other authorized person to each member of record entitled to vote at the meeting
at least:
(1) ten days prior to the day named for a meeting that will consider a fundamental
change in the Chapter, such as merger, acquisition, or division or amendment of the
Articles of Incorporation, sale of assets or dissolution of the Chapter or
(2) five days prior to the day named for the meeting in any other case.
Section 4. Quorum.
The presence of 10% of the members entitled to vote shall constitute a quorum. The chapter does
not allow members to vote by proxy.
ARTICLE VI PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Democratic Rules of Order shall govern the
Pennsylvania Art Therapy Association in all cases to which they are applicable and in which
they are not inconsistent with these Bylaws and any special rules of order that the American Art
Therapy Association (AATA) may adopt.
ARTICLE VII AMENDMENTS
Section 1. Adopting, Amending, and Repealing Amendments
The authority to adopt, amend, and repeal these Bylaws is vested in the Board of Directors. The
members entitled to vote have the power to request changes in the Bylaws by submitting a
written petition signed by at least ten voting members in which the specific changes are outlined.
The Board’s (or other body’s) authority to adopt, amend or repeal Bylaws is subject to the power
of the members to change such action, except as may otherwise be provided under Pennsylvania
nonprofit corporation law.
Section 2. Voting
All proposed amendments shall be received, considered, and approved by the Board
of Directors before submission to the voting membership for approval. Proposed amendments
shall be submitted to the voting membership at least thirty (30) days in advance of the deadline
for receiving ballots. A quorum of 10% of the voting members must approve any changes in
order for them to be adopted. Voting may take place at a membership meeting or electronically.
Section 3. AATA Approval
Once approved by the voting membership, any Bylaw amendment must be approved by the
AATA before it becomes effective. The AATA shall have the power to approve any and all
amendments to the PAATA Bylaws.
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Section 4. Status as a Charitable Organization
No amendment shall be made to these Bylaws, which would interfere with or terminate the
PAATA or the AATA’s status as a charitable organization pursuant to Section 501 (c) (3) of the
Internal Revenue Code of 1986 (or the corresponding provisions of any future United States
Internal Revenue Law).
ARTICLE VIII INDEMNIFICATION
Section 1. Indemnification of officers and director
PAATA will indemnify an officer or director only to the extent it is legally compelled to do so or
to the extent insurance is available to cover the claim.
Section 2. Liability Insurance
PAATA officers and directors may be insured under insurance policies provided by the American
Art Therapy Association.
ARTICLE IX NON-FOR-PROFIT STATUS DISSOLUTION
Unless otherwise specifically provided by law, the PAATA may be dissolved at any
time by the written consent of a majority of voting members, and under the guidance of the
AATA. In the event of the dissolution of this corporation or in the event it shall cease to carry
out the objects and purposes herein set forth, all the property and assets of the corporation will be
distributed to another corporation or association of like purpose or purposes as set forth herein,
and which possesses similar or like exemptions, pursuant to Section 501(c)(3) of the Internal
Revenue Code of 1986 (or the corresponding provisions of any future United States Internal
Revenue Law) as the directors may select and designate; and in no event shall any of said assets
or property in the event of dissolution thereof, go or be distributed to members, either for the
reimbursements of any sums subscribed, donated or contributed by such members, or for any
other purpose.
Adopted October 23, 2024
ARTICLE I Name
ARTICLE II Purpose
ARTICLE III Membership
ARTICLE IV Board of Directors and Officers
ARTICLE V Meetings of the Membership
ARTICLE VI Parliamentary Authority
ARTICLE VII Amendments
ARTICLE VIII Indemnification
ARTICLE IX Non-for-Profit Status Dissolution
Pennsylvania Art Therapy Association, Inc.
100 S. Broad Street
P.O. Box 22630
Philadelphia, PA 19110
United States
www.paarttherapy.org
[email protected]
2024 Pennsylvania Art Therapy Association, Inc.
ARTICLE I NAME
As established in the Articles of Amendment-Domestic Incorporation (15 Pa.C.S.) on April 19,
2022, the name of the Chapter shall be the Pennsylvania Art Therapy Association, Inc.
hereinafter referred to as the PAATA. PAATA is a non-profit entity recognized as tax-exempt
under Sec. 501(c)(3) of the Internal Revenue Code and organized under the laws of the
Commonwealth of Pennsylvania and an affiliate chapter of the American Art Therapy
Association, Inc. (AATA).
ARTICLE II PURPOSE
Section 1. The purpose of the PAATA as established in the Articles of Incorporation,
in addition to the powers granted to it under law, is to advance the field of art therapy among
professionals and the public.
Section 2. Notwithstanding any provisions to the contrary, this corporation is organized
exclusively for such purposes as are authorized and permitted by Section 501(c) (3) of the
Internal Revenue Code of 1986 (or the corresponding provision of any future United States
Internal Revenue Law), and this Corporation shall not carry on any activities that are not
permitted to be carried on by a corporation exempt from taxation under said Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended. The corporation shall have all the powers
granted to non-profit corporations under the Pennsylvania Nonprofit Corporation Law of 1988,
9
as amended.
ARTICLE III MEMBERSHIP
Section 1. Geographic Scope. The geographic jurisdiction of the PAATA includes the
Commonwealth of Pennsylvania. Individuals are welcome to join, even if residence or
employment does not include Pennsylvania, provided they qualify in one membership category.
Section 2. Categories, Qualifications, and Privileges. Each PAATA Membership category
has specific qualifications that are delineated below. The Membership categories listed in these
Bylaws represent the voting members of the PAATA. Any individual may only have voting
rights in one membership category. Membership benefits belong to an individual or organization
and are not transferable to heirs or successors. All PAATA members must join/renew through
the American Art Therapy Association (AATA).
A. Credentialed Professional: Individuals who maintain current registration (ATR)
and/or certification (ATR-BC) through the Art Therapy Credentials Board, Inc.
(ATCB) or any other credential recognized by the AATA.
B. Professional: Individuals who have completed graduate-level training in art therapy
and are practicing art therapy under an approved ATCB credential holder (ATR-BC,
ATR). The PAATA recognizes this category as including Provisional Art Therapists
(ATR-P), and art therapy graduates who have completed graduate-level training in art
therapy within the last 12 months and have not applied for the ATR-P who are new
professionals.
C. Retired Professional: Professional Members who have retired and are no longer
engaged in the active practice of art therapy.
D. Art Therapy Student: Individuals who do not meet the qualifications for Professional
Membership, who are currently enrolled in an art therapy undergraduate, master’s, or
doctorate program living in or outside the United States.
Section 3. Application for Membership or change of membership category shall be in
accordance with procedures established by the Board of Directors of the American Art Therapy
Association. The HLM is an award bestowed by the PAATA and voted on by its members.
Section 4. Dues. Members shall be assessed annually for dues as determined by the PAATA
Board and in accordance with the process and timeline detailed in the PAATA operating
procedures. The failure of a member to pay dues by the established deadline shall be cause for
termination of member status.
Section 5. Good Standing, Suspension, and Termination.
A. A member shall be in good standing when payment of the annual dues is current.
The PAATA Board of Directors may suspend, revoke, or terminate any membership,
privilege of membership, or participation in the PAATA programs or activities for
nonpayment of dues and/or conduct contrary to the purposes of the PAATA or its
policies. All suspension, revocation, or termination proceedings shall be conducted in
good faith and in a fair, nondiscriminatory, and reasonable manner, consistent with
applicable law and regulatory requirements for non-profit corporations and the Bylaws.
10
ARTICLE IV BOARD OF DIRECTORS AND OFFICERS
Section 1. BOARD OF DIRECTORS. The members of the Board of Directors of this chapter
shall consist of (4) officers and (5) Directors-at-large.
Section 2. The Board of Directors shall exercise all corporate powers permitted by law and the
activities and affairs of the PAATA shall be managed by or under the direction, and subject to
the oversight of the Board of Directors. Additionally, the Board of Directors shall:
A. Evaluate and support the Officers and Directors-at-large.
B. Appoint the chairs and at its discretion general member committees.
C. Review, approve, and present to the members a report, verified by the President and
Treasurer, showing in detail the annual budget, amendments to such budget, assets, and
liabilities, changes in assets and liabilities, revenue, expenses, long-term financial
plans, and number of members of the PAATA.
Section 3. Qualifications for the Board of Directors.
The Board shall develop general qualifications for the Board of Directors that reflect the skills
and experience necessary to execute the requirements of each role. All members of the Board of
Directors must be members of both the American Art Therapy Association and the Pennsylvania
Art Therapy Association.
Section 4. Officers. The officers shall be a President, a President-Elect, a Secretary, and a Treasurer.
A. President. The president shall preside at all meetings of the Board, oversee the agenda
for Board meetings, and perform all duties customary to the office of President.
B. President-Elect. In the absence of the President or in the event of the President’s
inability or refusal to act, the President-Elect shall perform the duties of the President
and, when so acting, shall have all the powers of, and be subject to all the restrictions
upon the President.
C. Secretary. The Secretary shall be responsible for keeping accurate minutes of all
meetings of the Board; shall see that all notices required by these Bylaws or by law are
given; and, in general, shall perform all duties customary to the office of Secretary
D. Treasurer. The Treasurer, in collaboration with the other (3) officers, shall be
responsible for all funds and securities of the PAATA.
Section 5. Qualifications for Officers.
The Board shall develop general qualifications for the Officers’ positions that reflect the skills
and experience necessary to execute the requirements of each chair position. Credentialed
Professionals who have maintained their ATR-BC (ATCB credential) and are current members
of the PAATA and the AATA shall be eligible to hold the position of President and President-
Elect. Secretary and Treasurer must hold and maintain a minimum of an ATR (Registered Art
Therapist, ATCB Credential) and must be current members of the PAATA and the AATA.
Section 6. Directors-at-large. The Directors-at-large, herein Directors of the chapter, shall
consist of the Advocacy and Professional Affairs Chair; Diversity and Social Justice Chair;
11
Events Chair; Membership Chair; and Public Information Chair.
Section 7. Qualifications for Directors-at-large.
The Board shall develop general qualifications for Directors-at-large that reflect the skills and
experience necessary to execute the requirements of each role. These positions may be held by a
Credentialed Professional holding the ATR-BC or ATR from the ATCB, or a Professional
holding the ATR-P from the ATCB. Current members of the PAATA and the AATA are eligible
to hold Directors-at-large positions.
Section 8. Student Volunteers. Student members of the PAATA may serve as volunteers and
liaisons between respective undergraduate, or graduate art therapy programs in the United States
and the PAATA. Student volunteers are recommended by the Program Directors and confirmed
by the board.
Section 9. Terms of Office.
A. Members of the Board of Directors (Officers and Directors-at-large) shall serve for a
two (2) year term, which will commence on January 1 to coincide with the fiscal year.
Each member of the Board of Directors of a nonprofit corporation shall hold office
until the expiration of the term for which the director was selected and until a
successor has been selected and qualified or until the director's earlier death,
resignation or removal.
B. Other than the President and President-Elect, all Officers and Directors shall serve for a
two-year term which will end upon the expiration of the term for which the Officer
or Director was selected and until a successor has been selected and qualified or until
the Officer’s or Director’s earlier death, resignation or removal and may not serve for
more than two consecutive terms in the same office.
C. The President and President-Elect shall serve for a two-year term in each of their
respective positions. The President-Elect will automatically succeed into the office of
President at the completion of their two-year term as President-Elect.
If the President-Elect cannot fulfill the President position, a candidate from the
current Board of Directors will be nominated for election in their place.
After the President’s term has ended, the individual may serve again on the Board (by
election or appointment) only after at least one year has elapsed since the individual’s
last term of office.
Section 10. Nomination and Election of Officers.
A. Except as otherwise provided in this section, Board Members, other than those
constituting the first board of directors, shall be elected by the members. Nominations
for Board positions will be submitted by the PAATA membership, which includes
current members of the Board.
Section 11. Duties of Officers and Directors.
A. Officers shall perform those duties prescribed by the Board of the PAATA and
manage the business of the Chapter between Board meetings.
B. Directors-at-large shall perform those duties prescribed by the Board of the PAATA,
and as overseen by the Officers.
12
C. All Officers and Directors are required to attend monthly Board meetings and special
Board meetings if called by the President. The Board of Directors will participate in
choosing the date and time of monthly meetings.
D. A quorum of Board members must be present for voting on motions and other
decisions when the meeting is taking place in person or virtually. A quorum is the
majority of the number of directors in office.
E. The PAATA Board may vote on a motion at meetings in person or through electronic
voting. A record of all motions will be maintained by the Secretary.
F. The duties of the Officers and Directors-at-large shall be documented in a Procedures
Manual. This shall be updated during each two-year election term.
Section 12. Official Representative for the Association.
When an Officer or Director-at-large is speaking for or acting as an official representative of the
Association, the President must be notified before the engagement.
Section 13. Board Vacancies.
A. A vacancy in the office of the President shall be filled for the unexpired term by the
President-Elect.
B. If the President-Elect shall succeed to the office of President, said vacancy and any
other vacancy on the board may be filled by appointment of the President with
approval by the Board through a vote. The appointed Board member will serve until
the next election and then be voted upon in the general election of Officers and
Directors.
Section 14. Removal from Office.
The Board may remove an Officer or Director with cause by a majority vote at any regular or
special Board meeting. Any Officer or Director proposed for removal will be given notice of the
pending action and an opportunity to be heard prior to the vote to remove. The individual will be
notified in writing of the Board’s decision within 5 business days. The Board of Directors may
declare vacant the office of an Officer or Director who has been judicially declared of unsound
mind or who has been convicted of an offense punishable by imprisonment for a term of more
than one year, or if, within 60 days after notice of selection, a Director or Officer does not accept
the office either in writing or by attending a meeting of the Board of Directors and fulfilling the
other requirements of qualification as the Bylaws may specify, such as unwillingness or inability
to perform duties; violation of bylaws; or conflict with the AATA code of ethics.
ARTICLE V MEETINGS OF THE MEMBERSHIP
Section 1. Holding Meetings and Voting
A. The Chapter shall hold meetings open to all members at such time and place as is
specified by the Board of the PAATA.
B. One or more persons may participate in any meeting of the members by means of
conference telephone or other electronic technology by means of which all persons
participating in the meeting can hear each other. Participation in a meeting pursuant
to this section shall constitute presence in person at the meeting.
13
Section 2. Special meetings of the Chapter
Special meetings of the members may be called at any time by (1) the Board of Directors, or (2)
members entitled to cast at least 10% of the votes that all members are entitled to cast at the
particular meeting.
Section 3. Notification of Meetings.
Notice in record form of every meeting of the members shall be given by, or at the direction of,
the Secretary or other authorized person to each member of record entitled to vote at the meeting
at least:
(1) ten days prior to the day named for a meeting that will consider a fundamental
change in the Chapter, such as merger, acquisition, or division or amendment of the
Articles of Incorporation, sale of assets or dissolution of the Chapter or
(2) five days prior to the day named for the meeting in any other case.
Section 4. Quorum.
The presence of 10% of the members entitled to vote shall constitute a quorum. The chapter does
not allow members to vote by proxy.
ARTICLE VI PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Democratic Rules of Order shall govern the
Pennsylvania Art Therapy Association in all cases to which they are applicable and in which
they are not inconsistent with these Bylaws and any special rules of order that the American Art
Therapy Association (AATA) may adopt.
ARTICLE VII AMENDMENTS
Section 1. Adopting, Amending, and Repealing Amendments
The authority to adopt, amend, and repeal these Bylaws is vested in the Board of Directors. The
members entitled to vote have the power to request changes in the Bylaws by submitting a
written petition signed by at least ten voting members in which the specific changes are outlined.
The Board’s (or other body’s) authority to adopt, amend or repeal Bylaws is subject to the power
of the members to change such action, except as may otherwise be provided under Pennsylvania
nonprofit corporation law.
Section 2. Voting
All proposed amendments shall be received, considered, and approved by the Board
of Directors before submission to the voting membership for approval. Proposed amendments
shall be submitted to the voting membership at least thirty (30) days in advance of the deadline
for receiving ballots. A quorum of 10% of the voting members must approve any changes in
order for them to be adopted. Voting may take place at a membership meeting or electronically.
Section 3. AATA Approval
Once approved by the voting membership, any Bylaw amendment must be approved by the
AATA before it becomes effective. The AATA shall have the power to approve any and all
amendments to the PAATA Bylaws.
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Section 4. Status as a Charitable Organization
No amendment shall be made to these Bylaws, which would interfere with or terminate the
PAATA or the AATA’s status as a charitable organization pursuant to Section 501 (c) (3) of the
Internal Revenue Code of 1986 (or the corresponding provisions of any future United States
Internal Revenue Law).
ARTICLE VIII INDEMNIFICATION
Section 1. Indemnification of officers and director
PAATA will indemnify an officer or director only to the extent it is legally compelled to do so or
to the extent insurance is available to cover the claim.
Section 2. Liability Insurance
PAATA officers and directors may be insured under insurance policies provided by the American
Art Therapy Association.
ARTICLE IX NON-FOR-PROFIT STATUS DISSOLUTION
Unless otherwise specifically provided by law, the PAATA may be dissolved at any
time by the written consent of a majority of voting members, and under the guidance of the
AATA. In the event of the dissolution of this corporation or in the event it shall cease to carry
out the objects and purposes herein set forth, all the property and assets of the corporation will be
distributed to another corporation or association of like purpose or purposes as set forth herein,
and which possesses similar or like exemptions, pursuant to Section 501(c)(3) of the Internal
Revenue Code of 1986 (or the corresponding provisions of any future United States Internal
Revenue Law) as the directors may select and designate; and in no event shall any of said assets
or property in the event of dissolution thereof, go or be distributed to members, either for the
reimbursements of any sums subscribed, donated or contributed by such members, or for any
other purpose.