The proposed revised Bylaws below are being voted on by PAATA members currently as of October, 2024. If you are a current member, please refer to your email to find the link for voting and vote by October 23, 2024.
Pennsylvania Art Therapy Association Proposed By-laws, October 2024
Notice of Changes (Please see full proposed Bylaws below*)
During the past eight months or more we've been revising these Bylaws and with the advice of our attorney, Gerard P. Panaro, Esq, it became clear that a complete overhaul of the document needed to take place. The 2019 Bylaws that we've been operating under are not compliant with current Pennsylvania Nonprofit Law, and much of the content belonged in a Procedures Manual rather than Bylaws. We were advised by both Cynthia Young (AATA Executive Director) and Mr. Panaro to remove all of those items. In essence, the removal of all those elements was mandatory and that is the only change that occurred. They were not replaced with any new content.
The new content that was added includes the following:
1. Our purpose was clarified per specific PA Nonprofit laws.
2.. Our geographic scope is now across the state of PA and not limited to the Delaware Valley.
3. Student voting will be permissible per the 2024 Bylaws.
4. We are keeping the HLM award in our Bylaws, which differs from the AATA's bylaws.
5. The Executive Committee (President, President-Elect, Treasurer, Secretary) will now be called Officers.
6. The Board of Directors who are non-Officers are now called Directors-at-Large
7. The qualifications for Officers are noted as: ATR-BC (President and President-Elect), or ATR minimum (Treasurer, Secretary).
8. The newly designated Directors-at-Large will be: The Advocacy and Professional Affairs Chair (Replacing GAC); Diversity and Social Justice Chair (replacing Jobs Research & Archivist), Events Chair (one chair position rather than two); Membership Chair; and Public Information Chair (Public Relations).
9. The qualifications for Directors-at-Large are noted as: ATR-BC or ATR from the ATCB, or a Professional holding the ATR-P from the ATCB. This change will allow new graduates who are pursuing the ATR-P to join the board.
10. Student volunteers will replace student representatives on the board. They will be asked to serve as Committee Members, which will aid them in learning the way a Board of Directors functions, preparing them for future roles on the board.
11. Terms of office: 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.
12. The President must leave the BOD for one year post their presidency (per PA Nonprofit Law).
13. 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.
14. 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. *However, according to PA Nonprofit Law, which does not need to be clarified in our 2024 Bylaws per our attorney, the President may appoint an interim position in certain circumstances that may adversely affect the functioning of the Board of Directors (clarification in #15).
15. 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 (*per PA Nonprofit Law), 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.
16. Special meetings may be called by membership at any time either 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.
17. In the notification of meetings section the length of time has changed: 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.
18. What constitutes a 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.
19. The parliamentary authority has changed from Robert's Rules of Order to the Democratic Rules of Order (per the AATA's request).
20. The Bylaws are vested in the Board of Directors and don't require membership approval according to PA Nonprofit Law [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.] *The PAATA will continue to have our membership vote on our Bylaws, though we have been advised that this is not necessary per PA Nonprofit Law.
21. Proposed Amendments must be sent to the Board at least 30 days in advance of the ballot deadline, before submission to the voting membership for approval. 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. We are continuing to allow the AATA to approve any and all amendments to the PAATA Bylaws, though this is not mandated by PA Nonprofit Law.
22. Regarding indemnification and liability: The PAATA Board of Directors is covered under insurance policies provided by the American Art Therapy Association. 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. *This specific language was created by the PAATA attorney.
*Proposed Bylaws of the Pennsylvania Art Therapy Association, Inc.
Ratified by the Membership:
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
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, 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 transferrable 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.
B. 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.
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 skillsand 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; 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.
D. 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.
E. 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.
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.
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.
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.
Notice of Changes (Please see full proposed Bylaws below*)
During the past eight months or more we've been revising these Bylaws and with the advice of our attorney, Gerard P. Panaro, Esq, it became clear that a complete overhaul of the document needed to take place. The 2019 Bylaws that we've been operating under are not compliant with current Pennsylvania Nonprofit Law, and much of the content belonged in a Procedures Manual rather than Bylaws. We were advised by both Cynthia Young (AATA Executive Director) and Mr. Panaro to remove all of those items. In essence, the removal of all those elements was mandatory and that is the only change that occurred. They were not replaced with any new content.
The new content that was added includes the following:
1. Our purpose was clarified per specific PA Nonprofit laws.
2.. Our geographic scope is now across the state of PA and not limited to the Delaware Valley.
3. Student voting will be permissible per the 2024 Bylaws.
4. We are keeping the HLM award in our Bylaws, which differs from the AATA's bylaws.
5. The Executive Committee (President, President-Elect, Treasurer, Secretary) will now be called Officers.
6. The Board of Directors who are non-Officers are now called Directors-at-Large
7. The qualifications for Officers are noted as: ATR-BC (President and President-Elect), or ATR minimum (Treasurer, Secretary).
8. The newly designated Directors-at-Large will be: The Advocacy and Professional Affairs Chair (Replacing GAC); Diversity and Social Justice Chair (replacing Jobs Research & Archivist), Events Chair (one chair position rather than two); Membership Chair; and Public Information Chair (Public Relations).
9. The qualifications for Directors-at-Large are noted as: ATR-BC or ATR from the ATCB, or a Professional holding the ATR-P from the ATCB. This change will allow new graduates who are pursuing the ATR-P to join the board.
10. Student volunteers will replace student representatives on the board. They will be asked to serve as Committee Members, which will aid them in learning the way a Board of Directors functions, preparing them for future roles on the board.
11. Terms of office: 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.
12. The President must leave the BOD for one year post their presidency (per PA Nonprofit Law).
13. 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.
14. 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. *However, according to PA Nonprofit Law, which does not need to be clarified in our 2024 Bylaws per our attorney, the President may appoint an interim position in certain circumstances that may adversely affect the functioning of the Board of Directors (clarification in #15).
15. 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 (*per PA Nonprofit Law), 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.
16. Special meetings may be called by membership at any time either 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.
17. In the notification of meetings section the length of time has changed: 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.
18. What constitutes a 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.
19. The parliamentary authority has changed from Robert's Rules of Order to the Democratic Rules of Order (per the AATA's request).
20. The Bylaws are vested in the Board of Directors and don't require membership approval according to PA Nonprofit Law [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.] *The PAATA will continue to have our membership vote on our Bylaws, though we have been advised that this is not necessary per PA Nonprofit Law.
21. Proposed Amendments must be sent to the Board at least 30 days in advance of the ballot deadline, before submission to the voting membership for approval. 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. We are continuing to allow the AATA to approve any and all amendments to the PAATA Bylaws, though this is not mandated by PA Nonprofit Law.
22. Regarding indemnification and liability: The PAATA Board of Directors is covered under insurance policies provided by the American Art Therapy Association. 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. *This specific language was created by the PAATA attorney.
*Proposed Bylaws of the Pennsylvania Art Therapy Association, Inc.
Ratified by the Membership:
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
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, 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 transferrable 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.
B. 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.
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 skillsand 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; 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.
D. 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.
E. 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.
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.
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.
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.