ARTICLE I
Name
Section 1. The name of this organization shall be The United States
of America Transactional Analysis Association (hereafter referred to as USATAA).
Section 2. USATAA is chartered in the State of California. It
shall function as a non-profit organization in compliance with Section 501(c)3
of the Internal Revenue Code (or the corresponding section of any future Federal
tax code) of the United States and of comparable tax laws of the State of California.
ARTICLE II
Purpose
USATAA is an educational organization with its main functions being:
1) Disseminating Transactional Analysis in the United States or
where invited within Academic, Educational, Organizational, Clinical, Community
and Faith-based Communities.
- Protecting the use and theory of Transactional Analysis in the United States.
- Providing learning, practicing and growing opportunities for its members
in the theory and practice of Transactional Analysis.
- Fostering cooperation with the International Transactional Analysis Association
and other TA based organizations.
ARTICLE III
Membership
Section1. Members of the organization shall be those individuals living
in the United States of America who subscribe to the theory and practice of
Transactional Analysis, have applied for and been accepted as members, and
who maintain their membership by paying their annual dues.
Section 2. Associate members are those persons living outside of the
United States of America who subscribe to the theory and practice of Transactional
Analysis, have applied for and been accepted as members, and who maintain their
membership by paying their annual dues. Associate members receive all USATAA
communications but may not vote at annual or special meetings.
ARTICLE IV
Meetings
Section 1. There shall be an annual business meeting. The Coordinating
Council shall announce the annual business meeting; the time and place will
be announced to the membership, at least 30 days prior to the meeting, by placing
a notice in the NET or by sending special letter, which will be sent to the
member's address of record.
Section 2. Special business meetings of the Association may be called
by the Coordinating Council at the written request of a majority of the Coordinating
Council or ten percent (10%) of the membership; time and place will be
announced in writing to the membership, at least 30 days prior to the meeting,
by placing a notice in the NET or by sending a special notification, which
will be sent to the member's address of record.
Section 3. A quorum at such annual or special meetings shall consist
of 10% of the membership of the association. Ballots by mail will be
made available on request to those members unable to attend the meeting. . A
quorum is necessary at any annual or special meeting before a vote may be taken.
Section 4. Each regular member of USATAA is entitled to one vote on
each matter submitted for a vote to the membership. Voting at duly held
meetings shall be by voice vote with the addition of mail ballots where applicable. Election
of the Coordinating Council, however, shall be by ballot only if requested
by any member.
ARTICLE V
Governance and Structure
Section 1. The business of USATAA shall be governed by the Coordinating
Council with participation of the Advisory Board, in accordance with ARTICLES
II, III and IV.
Section 2. Final decisions about governance are made by the membership
in a business meeting.
Section 3. The Coordinating Council shall consist of five (5) members
elected by the general membership in a business meeting and serving for a three-year
period on staggered terms. The Council shall designate a General Coordinator
from among its members.
Section 4. The Coordinating Council members agree to undertake the
functions and obligations of the Council, including attendance at Council meetings
and sharing in Council deliberations and duties. Should a member be unable
to carry out Council responsibilities the member shall tender a resignation
to the Council. After due consideration, the Council may, with or without
such resignation, declare a seat vacant.
Section 5. When a vacancy occurs on the Council, the Council members
may select a designee to serve as a full Council member pending a vote of the
general members in an election at the next business meeting.
Section 6. The Advisory Board shall consist of six (6) members, each
member representing one of the six (6) geographic regions as designated in
Section 7. The Regional Representatives will serve a three-year term.
If a Regional Representative is unable to fulfill their duties, including attendance
at Council meetings, they will secure an alternate to represent their region. This
alternate shall serve until such time as the Regional Representative can resume
their duties or until a new Regional Representative is selected.
The primary duties of the Regional Representatives include: representing
their region at Council meetings; coordinating membership activities in their
region; recruiting members in their region; encouraging and supporting Transactional
Analysis learning activities in their region, and serving as liaison between
the Coordinating Council and the members in their region. Whenever possible,
it is recommended that the Regional Representative be affirmed by the USATAA
membership of their region.
Section 7. For purposes of representation and program, USATAA members
are grouped into one of six regions in the United States. The six regions
are Northeast, Southeast, Midwest, Southwest, Rocky Mountain and Pacific.
Section 8. The Coordinating Council shall allocate organization duties,
functions, and responsibilities among Council members. The Council shall
conduct the business of the organization including, but not limited to, leadership,
legal presence, records and reports, finances, program, membership and communication.
Section 9. The Council may form task forces from among the general
membership as circumstances or conditions suggest. The Council may on
an annual basis, name ad hoc members to provide assistance and advice. The
immediate past General Coordinator shall be an ad hoc member for a
three-year period following his or her term in office.
ARTICLE VI
Dues
Section 1. The Council shall determined annual dues and notify the
members in a timely manner.
Section 2. All dues assessed are payable on January 1st of each year
unless the time of payment is changed by the Council.
ARTICLE VII
Amendments
Amendments to these Bylaws shall be recommended by the Council and ratified
by the USATAA membership in a business meeting by a simple majority of the
total of the members present and the ballots mailed in by absent members. Amended
Bylaws shall take effect immediately unless otherwise stated in the amendment.
ARTICLE VIII
Parliamentary Authority
The rules contained in the current edition of "Roberts Rules of Order
Newly Revised" shall govern the organization in all cases to which they
are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE IX
Dissolution
Section 1. Motions for dissolution shall be evaluated by the Coordinating
Council but must be ratified by a majority of the USATAA membership in a business
meeting or by mail.
Section 2. Upon a dissolution or winding down of this Association its
assets remaining after the payment, or provision for the payment of, all debts
and liabilities of this organization, shall be distributed in compliance with
California law, to the International Transactional Analysis Association, if
it is then in existence and exempt under Section 501 (c) (3) of the Internal
Revenue Code.
ARTICLE X
Prohibition Against Sharing Corporate Profits and Assets
No member, Director, officer, employee, or other person connected with this
corporation, or any private individual, shall receive at any time any of the
net earnings or pecuniary profit from the operations of the corporation, provided,
however, that this provision shall not prevent payment to any such person or
reasonable compensation for services performed for the corporation in effecting
any of its public or charitable purposes, provided such compensation is otherwise
permitted by these Bylaws and is fixed by resolution of the Coordinating Council;
and no such person or persons shall be entitled to share in the distribution
of, and shall not receive, any of the corporate assets on dissolution of the
corporation. All members, if any, of the corporation shall be deemed
to have expressly consented and agreed that on such dissolution or winding
down of the affairs of the corporation, after debts have been satisfied, then
remaining in the hands of the Coordinating Council, shall be distributed as
required by the Articles of Incorporation of this corporation and not otherwise.
Approved by the Council and Membership
Dated: August 1, 1987
Revised: October 17, 2004
Revision Committee, Vern Masse, Chairman, Fanita English, Lucy Freedman, Felipe
Garcia, Dianne Maki, Suzanne Wilson.
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