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WASHINGTON DC AREA CHAPTER
OF
THE EMPLOYEE ASSISTANCE PROFESSIONALS ASSOCIATION
BYLAWS
(Approved by the EAPA Board of Directors 12/6/18)

ARTICLE I – NAME AND OBJECTIVES

The name and title of the Chapter shall be: Washington DC Chapter of the Employee Assistance Professionals Association. The objectives of the Chapter are to foster the purposes of the Employee Assistance Professionals Association (EAPA) and to provide a vehicle by which members can meet and discuss matters of mutual interest.

ARTICLE II – ADMINISTRATION

Section 1.    Books and Records

a.     The Chapter shall maintain a record of the names and contact information of the members entitled to vote.

b.    All books and records of the Chapter may be inspected by any member having voting rights, for any proper purpose, at any reasonable time.

 Section 2.    Fiscal Year

 The fiscal year of the Chapter shall be from July 1 through June 30.

 ARTICLE III – MEMBERSHIP

 Section 1.    Chapter Membership

a.     No person may be a member of the Chapter unless he or she is also a member in good standing of EAPA.  No person who is a member in good standing of EAPA and who pays all applicable dues may be denied membership in the Chapter.

b.    Chapter membership categories and voting rights shall be the same as those established in the EAPA Bylaws.

c.     Membership in the Chapter may be terminated for non-payment of Chapter dues.

 Section 2.    Dues and Assessments

 Chapter members shall contribute such annual dues and other reasonable assessments as the Chapter shall determine. EAPA HQ will invoice members for both EAPA dues and appropriate chapter dues. Collected chapter dues will be forwarded monthly to chapters by electronic funds transfer.

 

ARTICLE IV – OFFICERS

Section 1.    Officers

a.     The officers of the Chapter are: President; 1st Vice President; 2nd Vice President; Secretary; Treasurer; Immediate Past President

b.    The term of office cannot exceed two years. Terms of office shall commence in July of odd-numbered years.

c.     The recommended number of successive terms an officer(s) may serve are two terms unless otherwise determined by voting members.

d.    No member may serve simultaneously as both President and Treasurer.

Section 2.    Duties

a.     The President:

·       Serves as the official spokesperson and representative of the Chapter.

·       Presides over Chapter meetings.

·       Performs such other duties as the Chapter may require.

 b.    1st Vice President:

·       Presides over Chapter meetings in the President's absence. 

·       The 1st VP works with the 2nd VP in developing the DC EAPA training agenda

·       other duties as assigned by the President.

 

c.     2nd Vice President:

·       Presides over Chapter meetings in the absence of the President and the 1st Vice President. 

·       The 2nd VP is responsible for acquiring PDH approval for trainings from the EAPA International representative

·       other duties as assigned by the President.  

d.    The Secretary:

·       Ensures the accurate production of minutes of all Chapter meetings.

·       Ensures that any notices required by governance documents or the Chapter are distributed properly and in a timely fashion.

·       Ensures that all official Chapter records are properly maintained.

·       Performs such other duties as the Chapter may require.

 e.     The Treasurer:

·       Ensures that Chapter financial transactions are timely and proper and that Chapter financial accounts are properly maintained.

·       Ensures that Chapter financial records and tax forms are properly maintained and submitted.

·       Performs such other duties as the Chapter may require.


f.     
Immediate Past President: 

·       Consults with the President and other Chapter officers to ensure continuity of leadership. 

·       Serves as the official voice and representative of the DC EAPA Chapter when other officers are unavailable. 

·       Performs such other duties as the DC EAPA Chapter may require.

 Section 3.    Board of Officers

 Collectively, the officers of the Chapter shall make up the Board of Officers.  The Board of Officers shall be the governing and policy-making body of the Chapter and shall have responsibility for supervising the activities of the Chapter. 

 Section 4.    Eligibility

     a.     The President of the Chapter must be a member of EAPA (any category) in good standing and must remain so throughout his or her term(s) in office. 

b.    All other Chapter officers must also be Members of EAPA (any category) in good standing and must remain so throughout their term(s) in office.

c.     The DC EAPA Chapter recommends that the President and other chapter officers are Certified Employee Assistance Professionals (CEAP's), however this is not an EAPA International requirement.

 Section 5.    Nomination and Election

     a.   At least three (3) months before the next term of offices begins, the Board of Officers shall appoint a nominations committee consisting of at least three voting members in good standing.  The nominations committee shall recruit and accept nominations for each officer position due for election.

b.    At least two (2) months before the next term of offices begins, the nominations committee shall publicize officer openings and identified nominees to all Chapter members.  Additional nominations may be made, up to the date of election, provided that the nominated member is in good standing and meets the requirements for the office.

c.     At least one (1) month before the next term of offices begins, the election of officers shall be held.  The election may be conducted by email, regular mail, and/or at a regular meeting of the Chapter, provided that at least 30 days notice of the pending election and procedures for voting has been given to all Chapter members.

d.    A plurality of those voting for each position shall be required to elect.

e.     Each person with Professional membership with EAPA International is entitled to one vote on each issue submitted for a vote. A majority of the votes cast will be sufficient to take or authorize action upon any issue which may properly come before the membership unless the concurrence of a greater proportion is required for such action by other provisions in the Bylaws.

 Section 6.    Vacancy and Removal

     a.     No Chapter officer may remain in office if he/she no longer meets the eligibility criteria for office.

b.    Should any elected or appointed officer be unable to fulfill his/her elected term, the remaining officers (by majority vote) shall appoint a member to fill the vacant position for the remainder of the term.  The appointed member must meet the qualification requirements for the position.

c.     Any Chapter officer may be removed from office by a vote of the membership for failure to perform the duties of office, negligence, violation of EAPA’s Code of Ethics, or any other reason, provided that:

1.    The members of the Chapter, including the officer to be removed, have been notified in advance of the reason for potential removal.

2.    The officer has been provided an opportunity to respond on his/her own behalf.

3.    A majority of those voting vote to remove the officer from office.

 ARTICLE V – MEETINGS

 Section 1.    Regular Meetings

 a.     Chapter meetings may be held at such intervals as may be decided by the Chapter, but not less than four (4) separate times per year.

b.    Notification of each regular meeting shall be made at least 30 days before the meeting.

 Section 2.    Special Meetings

     a.     Special meetings of the Chapter may be called by the Chapter officers or by written request of ten percent (10%)              of the members eligible to vote in Chapter elections.

b.    Notification of such meeting shall state the purpose of the meeting and shall be made at least 10 days before the meeting.

 Section 3.    Quorum

 The presence of 25% of Chapter members who are eligible to vote constitutes a quorum for the transaction of business at any regular or special Chapter meeting.  A majority of voting members present shall be required to take action, unless a greater vote is required by law, EAPA Bylaws, or these bylaws.

Section 4.    Waiver of Notice

Whenever any notice of any meeting of the members is required under provisions of law or these bylaws, a waiver in writing, signed by those scheduled to receive notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice.  Presence at any meeting without objection shall also constitute waiver of required notice.

ARTICLE VI – CONFLICT OF INTEREST  

a.     Any Chapter Officer or member who has a financial or fiduciary interest in, or the appearance of such an interest in, a matter which comes before the Chapter shall bring such genuine or apparent conflict of interest to the attention of the Chapter and shall abstain from voting on such matter unless it is determined that no conflict of interest exists.

b.    Any person who has knowledge of such genuine or apparent conflict of interest on the part of any Chapter Officer or member must bring such conflict of interest to the attention of the Chapter, orally or in writing, and the Chapter Officer or member will abstain from voting on the matter unless it is determined by Chapter that no conflict of interest exists.

c.     When any member of the Chapter, or an interested third party, brings to the attention of the Chapter the claim that a genuine or apparent conflict of interest exists, the Chapter will vote to determine whether an actual conflict of interest exists.

 

·       If the majority of those voting determine that, in fact, a conflict does exist, the member with the conflict of interest shall abstain from voting on the matter. 

 ·     If the majority of those voting determine that no conflict of interest exists, the member may vote on the matter.   

ARTICLE VII – RELATIONSHIP WITH EAPA AND OTHER PROVISIONS

Section 1.     Relationship with EAPA

The Chapter is a subordinate unit of the Employee Assistance Professionals Association, Inc. (EAPA).  Any action taken by the Chapter without the prior written consent of EAPA’s Board of Directors shall not be binding on, or on behalf of, EAPA.  EAPA does not authorize the Chapter to act as an express or implied agent for, or on behalf of, EAPA without the prior written consent of EAPA.

Section 2.    Tax Status and Restrictions on Activities

 

The Chapter shall operate as a not-for-profit entity, and shall maintain tax-exempt status, either independently and directly from the Internal Revenue Service, or through EAPA’s group exemption. The Chapter is responsible for the proper conduct of Chapter business and reporting in accordance with federal, state and local requirements.  Notwithstanding any other provisions of the bylaws, the Chapter shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under section 501 (c)(3) of the U.S. Internal Revenue Code of 1986, or any successor provision.

Section 3.    Logo and Name

All public uses by the Chapter of EAPA’s name, trademarks, and/or logos must be approved in advance by EAPA.  Any Chapter logo must conform to EAPA guidelines and its use must be approved in advance by EAPA.

Section 4.    Dissolution  

a.     In the event that the Chapter does not comply with the provisions of these bylaws, EAPA’s Bylaws, and/or any written agreement with EAPA, the EAPA Board of Directors has the right and authority to dissolve the Chapter or take such other action as it deems necessary to disassociate the Chapter from EAPA.


b.     The EAPA Board of Directors has the right and authority to dissolve the Chapter or disassociate the Chapter from EAPA “for cause,” as provided in EAPA’s Bylaws. 

c.     In the event of Chapter dissolution or disassociation from EAPA, the Chapter shall make a full accounting to EAPA to show payment of all debts and expenses.  All remaining assets, in whatever form, at the request of EAPA, shall be returned to EAPA and credited to EAPA’s general accounts pending further direction by EAPA’s Board of Directors.    



ARTICLE VIII – AMENDMENT OF THE BYLAWS

Section 1.    Chapter Responsibility  

The Chapter shall ensure that its bylaws are kept current in relation to EAPA’s bylaws.

Section 2.    Amendment Process at the Chapter Level

The Board of Officers shall review Chapter bylaws whenever it receives notice that EAPA bylaws have been amended and at any other time as deemed appropriate. Should changes be required, the Board of Officers will draft suggested amendments to be submitted for approval by the Chapter membership at the next regularly scheduled Chapter meeting or through a mail or electronic ballot, provided that the notice of proposed amendments shall be given to all voting members of the Chapter at least 10 days before the voting deadline.  Should a majority of those voting support the proposed amendments, the new recommended Chapter bylaws shall be submitted to the EAPA Board of Directors per Section 3 below.

Section 3.    Approval of Draft Amendments by EAPA.

Upon completion at the Chapter level of any amendment to the Chapter bylaws, the recommended amended bylaws must be submitted to EAPA for review and approval by the EAPA Board of Directors.  Chapter bylaws must be approved by the EAPA Board of Directors before they can take effect.

ARTICLE IX - NATIONAL AND REGIONAL CONFERENCE ATTENDANCE

The Chapter President or Board of Officers designated representatives' expenses to attend EAPA International and District Conferences will be paid by DC EAPA Chapter if chapter funds are available. Designated conference representatives must be members in good standing of EAPA International and the DC EAPA Chapter.

Bylaws amended by EAPA International recommendation on 9/23/87.
Article IX amended on 11/19/87.
Bylaws amended by EAPA International recommendation on 11/01/89.
Bylaws amended by EAPA International recommendation on 9/28/92.

Bylaws amended by EAPA International recommendation on 6/22/09.

Bylaws amended by EAPA International recommendation on 05/22/12.

Bylaws amended by EAPA International recommendation on 09/25/18.