ARTICLE I

CORPORATION DESCRIPTION

The name of the Corporation shall be the American Board of Clinical Child Psychology (ABCCP), as stated in the articles of incorporation filed with the state of Missouri. The Corporation shall be not-for-profit.

The ABCCP may be affiliated with the American Board of Professional Psychology (ABPP) or similar organization:

A. BASIC REQUIREMENTS: If affiliated, the Corporation will comply with the basic requirements for recognition, acceptance, and continued affiliation with the American Board of Professional Psychology, Inc. as established by the Board of Trustees of the American Board of Professional Psychology, Inc.

B. FUNCTIONS: The function of the Corporation as it relates to the American Board of Professional Psychology, Inc., shall be:

ARTICLE II

PURPOSE AND RESTRICTIONS

The purpose of the ABCCP is to promote advanced competence in the practice of clinical child psychology by awarding Board Certification (a Diploma) to those who meet all the qualifying standards. The ABCCP will determine eligibility of applicants to sit for the examination in Clinical Child Psychology; examine candidates in Clinical Child Psychology; and recommend award of Board Certification to those passing – thereby serving the consumers of clinical child psychology services.

No part of the net earnings or other assets of the Corporation shall inure to the benefit of, be distributed to or among, or revert to any director, officer, contributor or other private individual having, directly or indirectly, any personal or private interest in the activities of the corporation, except that the Corporation may pay reasonable compensation for services rendered and may make payments and distributions in futherance of the non-profit purposes stated in the Articles of Incorporation.

ARTICLE III

OFFICES

The principal office of the Corporation, in the State of Missouri, shall be located in the city of Jefferson City. The Corporation may have such other offices, within or without Jefferson City, as may be required. The registered office of the Corporation required under the laws of the State of Missouri to be maintained in the State of Missouri may be, but need not be, identical with the principal office in the State of Missouri, and the address of the registered office may be changed from time to time in conformity with the laws of the State of Missouri.

ARTICLE IV

MEMBERSHIP AND DUES

ARTICLE V

BOARD OF DIRECTORS

A. POWERS. The corporate powers of the Corporation shall be vested in a self-perpetuating Board of Directors, who shall supervise, control, direct and manage the property, affairs and activities of the Corporation. The Board of Directors shall have all powers consistent with the state law. Consistent with the By-Laws of the ABPP, The Board of Directors shall have full legal control of the Corporation’s assets, shall have the power to make contracts on behalf of the Corporation, oversee the conduct of all the business affairs of the Corporation, and shall also have the authority and duty to establish, direct and promulgate Policies and Procedures:

The Board of Directors shall circulate proposed relevant changes in by-laws to each Director, as well as to the ABCCP, at least sixty (60) days prior to the meeting at which the Board of Directors will vote on the proposed changes, for its review and comment. Upon approval of an action by the Board of Directors, reasonable advance notice will be given prior to implementation.

The attendance of a member of the Board of Directors at any meeting shall constitute a waiver of notice of such meeting, except where a member of the Board of Directors attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting except as required by these By-Laws.

          H. PRESENCE AT MEETINGS.

1. The President may authorize a telephone conference meeting of the Board of Directors when deemed necessary, and 10 days advance notice of such a call shall be given each member of the Board of Directors.

2. Should an item of business require urgent attention and action by the Board of Directors, a telephone conference may be called without previous notice, as long as ALL of the members of the Board of Directors have been contacted. A two-thirds (2/3) roll call vote of the entire Board of Directors will be necessary to carry a motion presented during such an urgent meeting.

3. Even without an urgent timetable, Members of the Board of Directors, or of any Committee designated by the Board of Directors, may participate in a meeting of the Board or Committee by means of conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other, and participation in this manner shall constitute presence in person at the meeting.

I. ACTION BY CONSENT. Any action which is required to be or may be taken at a meeting of the Directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by ALL of the members of the Board or Committee, as the case may be. The consent shall have the same force and effect as a unanimous vote at a meeting duly held, and may be stated as such in any certificate or document. The secretary shall file the consents with the minutes of the meetings of the Boards of Directors or the Committee, as the case may be.

J. MANNER OF ACTING. The act of the majority of the Directors at a meeting, or by consent, at which a quorum is obtained as specified elsewhere in these by-laws shall be the act of the Board of Directors unless a greater number is required under any applicable laws of the state of Missouri.

K. COMMITTEES. The Board of Directors may by resolution, adopted by a quorum of the Directors in office, establish one or more standing committees, each of which shall consist of two or more Directors, and a number of additional Board Certified clinical child psychologists deemed necessary, under such terms and powers as shall be specified in each resolution.

            Standing Committees of the Board shall be:

• Executive

• Finance

• Examination Committee, which shall be composed of the ABCCP Regional Board Members and Chaired by the ABCCP President.

L. SALARY. The Directors shall receive no salary for serving as members of the Board of Directors. Directors may be reimbursed for expenses incurred in the performance of their duties.

M. FEES AND ASSESSMENTS. The Board of Directors may from time to time assess holders of Board Certification in Clinical Child Psychology certain Operations and/or Services Fees as may be adjudged by the Board of Directors to be necessary to conduct the not-for-profit affairs of the Corporation.

N. REMOVAL. The Board of Directors may remove any director for cause by two-thirds (2/3) vote of the entire Board of Directors during any regular meeting of the Board of Directors, provided that a statement of the reason(s) for removal shall have been mailed by Registered Mail to the director proposed for removal, and to the other Directors, at least thirty (30) days before any final action is taken by the Board of Directors. This statement shall be accompanied by a notice of the time when, and the place where, the Board of Directors is to take action on the removal. The director shall be given an opportunity to appear and be heard by the Board at the time and place stated in the notice.

            The only ground for removal of a Director shall be:

Prejudicial loss of qualifying credentials leading to revocation of the ABCCP Board Certification (Diploma).

Nonfeasance of office, or of duties as a member of the Board of Directors.

Malfeasance of office as a member of the Board of Directors.

O. CONSULTANTS. The Board of Directors may utilize consultants whose specialized knowledge and ability would be of value in the conduct of the affairs of this organization

P. POLICY MANUAL. The Board of Directors shall maintain a policy manual, the intent of which is to set forth the specific implementation of the by-laws and other actions taken by the Board.

Q. ACADEMY. The Board of Directors shall work cooperatively with, but independently from, an Academy of Clinical Child Psychology.

R. PARLIAMENTARY PROCEDURES. The Board shall be governed by its own by-laws. However, Board meetings shall be conducted or according to Keesey’s abridged parliamentary procedures.

ARTICLE VI

NOMINATION AND SELECTION OF BOARD MEMBERS

A. Upon notification of an upcoming vacancy, the ABCCP Board will appoint a national nominating committee made up of one representative from each region to produce a slate of three candidates (in alphabetical order) from the relevant region for any available Board position. The ABCCP will then select the nominee to fill the vacant director’s seat for the corresponding region.

B. TERMS OF OFFICE: Each member of the Board of Directors shall be elected to hold office for a term of four years. Should a Director be elected President, President Elect, Secretary/Treasurer, Representative to the Board of Trustees of the ABPP, or serve as Past President, the term of Director will be extended to cover the term of office but no Director shall serve more than eight consecutive years.

C. QUALIFICATIONS. To serve as a Director, a person must hold an ABPP Board Certification in Clinical Child Psychology and be in fees-paid good standing status with both the ABPP and the ABCCP.

D. VACANCIES. In the case of a vacancy, resignation, or removal of a director, the ABCCP Board of Directors shall designate a person to fill the unexpired portion of the term from the region concerned.     E. RESIGNATION. A Director may resign at any time by filing a written resignation with the President of the Board of Directors.

ARTICLE VII

OFFICERS

TITLES. The officers of the Corporation shall be a President, Past-President, President-Elect, and a Secretary/Treasurer. The Board shall, by a majority, elect these officers every two years at its last meeting of the year. The terms of the officers shall be two years. No officer may serve more than two consecutive terms in the same office

All officers shall have the following specific functions in addition to the general responsibilities of Directors (see Art V, A).

PRESIDENT. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Board of Directors and the Executive Committee, shall have the power to transact all of the usual, necessary and regular business of the Corporation as may be required and, with such prior authorization of the Board as may be required by these by-laws; such to execute such contracts, deeds, bonds and other evidence of indebtedness, leases and other documents as shall be required by the Corporation; and in general, the President shall perform such other duties incident to the office of President and chief executive officer, and such other duties as may from time to time be prescribed by the Board of Directors. The President shall also recommend formation of committees and the appointment of committee chairs.

PRESIDENT-ELECT. The President-Elect shall act as chief executive officer in the absence of the President and, when so acting shall have all the power and authority of the President. Further, the President-Elect shall have such other and further duties as may from time to time be assigned by the Board of Directors.

PAST PRESIDENT. The Past-President shall be responsible for soliciting the slates of candidates for the Board of Directors seats, and shall contribute advice and counsel drawn from his/her experience to the Board and its officers.

SECRETARY/TREASURER

.SECRETARY. The Secretary shall record and preserve the minutes of the meetings of the Board of Directors and all committees of the Board, shall cause notices and agendas of all meetings of the Board of Directors and committees to be given, and shall perform all other duties incident to the office of Secretary or as from time to time directed by the Board of Directors or the President.

TREASURER. The Treasurer shall take charge and custody of and be responsible for, all funds of the Corporation, shall deposit such funds in such bank or banks as the Board of Directors may from time to time determine, and shall make reports to the Board of Directors as requested by the Board. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the Corporation, that reports of such transactions are presented promptly to the Board of Directors, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly for payment. The Treasurer shall further perform such other duties incident to the office and as the Board of Directors and the President shall determine. The Treasurer shall chair the Finance Committee and prepare an annual budget in collaboration with that committee.

REPRESENTATIVE TO THE BOARD OF TRUSTEES OF THE AMERICAN BOARD OF PROFESSIONAL PSYCHOLOGY. The Representative shall present the best interests of the specialty area of Clinical Child Psychology, appropriately balanced with the interests and viability of the ABPP.

A. THE EXECUTIVE COMMITTEE. The ABCCAP Executive Committee shall consist of the elected Officers of the Board.

B. REMOVAL AND RESIGNATION. Any officer may be removed with or without cause, by a vote of the majority of the entire Board of Directors at any regular meeting of the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary/Treasurer. Any such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.

C. SALARY. The officers of the Corporation shall receive no salary for serving as an officer. No officer shall be prevented, however, from receiving a salary as an employee of the Corporation. Officers may be reimbursed for expenses incurred in the performance of their duties.

ARTICLE VIII

DIRECTOR INDEMNIFICATION & ADDITIONAL INSURANCE

INDEMNIFICATION. Each person who is or was a Director, officer, employee or agent of the Corporation, including the heirs, executors, administrators or estates of such persons, shall be indemnified by the American Board of Professional Psychology against any expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding arising in connection with such person’s conduct in his or her capacity, or in connection with his or her status, as a Director, officer, employee or agent of the Corporation, such indemnification to be in accordance with that permitted by the non-profit corporation law of Missouri , as such may be amended from time to time.

LIMITATIONS. To avail themselves of the above indemnity, a director or officer must have acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation. In criminal actions the director will not be indemnified, if he or she had reasonable cause to believe his or her conduct was unlawful. A determination as to whether such indemnification is proper under the specific facts will be made by the Board of Directors by (1) majority vote of a quorum consisting of directors who are not parties to the action, suit or proceeding, OR (2) if such a quorum is not obtainable, or even if obtainable and a quorum of disinterested directors so directs, by independent  counsel in a written opinion, --unless such indemnification is made mandatory by the laws of the State of Missouri.

ADDITIONAL INDEMNITY. By vote of the Board of Directors, the Corporation may provide further indemnity, such as to any person conducting legitimate business of the Board of Directors. However, no such additional indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or the result of willful misconduct.

ADDITIONAL INSURANCE. By vote of the Board of Trustees of the American Board of Professional Psychology, ABPP may purchase and maintain insurance on behalf of a director or officer against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his status as such whether or not the Corporation would have the power to indemnify him or her against such liability.

NOT EXCLUSIVE. The indemnification provided by the Article shall not be exclusive of any other rights to which a director or officer may be entitled to under any other by-laws or agreement, vote of disinterested Directors, or otherwise, and shall not limit in any way any right the Corporation may have to make different of further indemnification with respect to the same or different person or classes of persons.

ARTICLE IX

GENERAL PROVISIONS

CONTRACTS, LOANS, DEPOSITS, CHECKS, ETC. Except as otherwise provided or restricted in these by-laws, the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount unless in the ordinary course of business.

Under no circumstances will a loan be made by the Corporation to its Directors or Officers. The Board of Directors of the Corporation hereby authorizes, until and unless such time as these By-laws may be officially amended in this respect, the Chief Executive Officer of the American Board of Professional Psychology to receive, bank, invest and disburse monies in the name of the ABCCP as directed in general by the policies of the Board and in particular the specific consultation of the ABCCP Treasurer, consistent with the By-laws of the ABPP.

ARTICLE X

AMENDMENTS

These by-laws may be amended in whole or in part at any regular or special meeting of the Board of Directors upon the receipt of the written proposed Amendment by all the Directors at least 60 days prior to the meeting at which the proposed Amendment is to be voted on. The approval of at least two-thirds of the entire Board of Directors is required to adopt any Amendment.

ARTICLE XI

CORPORATE SEAL

The Board of Directors may elect to adopt a corporate seal, which (if one is adopted) shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal" and "Missouri".

ARTICLE XII

SUBORDINATION

These by-laws are subordinate and subject to all the provisions of the Articles of Incorporation (and amendments thereto) of this Corporation and to the provisions of the Missouri Not for Profit Corporation Act and furthermore must be consistent with and limited by the provisions of section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future Unites States Internal Revenue Law).

The undersigned, the duly elected and acting secretary of the American Board of Clinical Child and Adolescent Psychology, a Missouri Not for Profit Corporation, hereby certifies that the aforesaid by-laws were duly approved and adopted by the Board of Directors of the American Board of Clinical Child and Adolescent Psychology at the meeting of said Board of Directors on the (date) day of (month), (year).

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