BYLAWS OF THE UNITED STATES OF AMERICA TRANSACTIONAL ANALYSIS ASSOCIATION
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.
USATAA is an educational organization with its main functions being:
- Disseminating Transactional Analysis in North America or where invited within interested communities, including Academic, Educational, Organizational, Psychotherapy, Counseling, Coaching, and Faith-based.
- Nurturing the use and theory of Transactional Analysis in North America.
- 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.
Section 1. Regular Members of the organization shall be those individuals living in North 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 North 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.
Section 3. Honorary members are those persons designated by the Council and invited to join USATAA without being required to pay annual dues.
Section 1. There shall be a regular meeting of members at least once every three years, at a place, date and time to be determined by the Coordinating Council. The Coordinating Council shall notify the membership of the place, date and time of the meeting, and of the general nature of those matters which the Council, at the time the notice is given, intends to present for action by the members. Other matters may be voted on only if one-third of members eligible to vote are present.
If Council members are to be elected, the notice shall include the names of all those who are nominees at the time the notice is given. Notification shall take place not less than 10 nor more than 90 days before the date of the meeting, or, if by notice on the website or email, at least 20 days prior to the meeting. Notice by electronic mail shall be sent to their email address of record. Notice may also be sent by any other manner authorized by the then current California Corporations Code.
Section 2. Special meetings of members 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. The Coordinating Council shall notify the membership of the place, date and time of the meeting, and of the general nature of the business to be transacted. No other business may be transacted. If notice is not given within 20 days of receipt of the request, the persons entitled to call the meeting may give the notice. The meeting shall be held not less than 35 nor more than 90 days after receipt of the request. Notification shall take place by placing a notice on the website at least 20 days prior to the meeting, and by electronic message sent to email address of record at least 10 days prior to the meeting, or in any other manner authorized by the then current California Corporations Code.
Section 3. A quorum at such regular or special meetings shall consist of 10% of the membership of the association present in person or by proxy. Proxies will only be used to establish a quorum. Ballots by electronic mail will be made available on request to those members unable to attend the meeting. A quorum is necessary at any regular 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 electronic mail ballots where applicable. Election of the Coordinating Council, however, shall be by ballot only if requested by any member.
Section 5. Any meetings or communications specified in these Bylaws include virtual meetings.
Governance and Structure
Section 1. The business of USATAA shall be governed by the Coordinating Council, in accordance with ARTICLES II, III and IV.
Section 2. Final decisions about governance are made by the membership in a meeting of members or by electronic ballot. The ballot may be sent to members and returned to the Association by electronic transmission, as specified by the then current California Corporations Code.
Section 3. The Coordinating Council shall consist of eight to fifteen members elected by the general membership in a meeting of members or by email ballot and serving for a three-year period on staggered terms. When there are not more candidates for the Council than the number of vacancies, no vote or written ballot is required. 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 meeting or by email ballot.
Section 6. 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 7. 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.
Section 1. The Council shall determine 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.
Amendments to these Bylaws shall be recommended by the Council and ratified by the USATAA membership in a meeting of members or by email ballot. Amendments shall pass in a meeting of members by a simple majority of the total of the members present and the ballots mailed in by absent members. Amendments shall pass by written ballot when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. Amended Bylaws shall take effect immediately unless otherwise stated in the amendment.
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.
Prohibition Against Sharing Corporate Profits or 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.
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 meeting of members or by email ballot.
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.
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
Revised: November 7, 2009
Revision Committee: Roberta (Bobbie) Barry, Chair
Approved by the Council and Membership at the General Membership Meeting
Revised November 17, 2020 by Lucy Freedman and Inna Learn, Approved by the council, ratified at the General Membership Meeting on March 11, 2021.