Bylaws

 Objectives and Purposes

1.02 This corporation will have the objectives and purposes as stated in the Articles of Incorporation, and such powers as are now or may be granted here-after by law.  In amplification of these objectives and purposes as stated in the Articles of Incorporation, this corporation has the primary purposes and objectives of influencing and supporting the profession of counseling in the Alabama Counseling Association, District VIII.  The corporation also seeks to maintain and encourage adherence to the ethical standards of the counseling profession as adopted by the Alabama Board of Examiners in Counseling.  Also, it will encourage the continued professional growth and development of the membership.

This is a non-profit corporation organized under the laws of the State of Alabama to further and accomplish the above stated purposes and goals.  No income from this corporation or any of its assets which may from time to time be accumulated shall ever be paid to any of its members, directors, or officers and none of the same shall ever derive pecuniary benefit from the operation of this corporation. 

 ARTICLE TWO 
OFFICERS AND AGENCY

 Principal Place of Business

2.01 The business address of this corporation is P.O. Box 161305, Mobile, Alabama 36616.  In addition, the corporation may maintain a principal place of business at an address to be determined by the Board of Directors.  Such other offices may be maintained as the business of the corporation may require. 

  ARTICLE THREE 
MEMBERSHIP

 Definition of Membership

3.01 The members of this corporation are those persons having membership rights in accordance with the provisions of these by-laws.  All applications for membership must be approved by a majority of the Board of Directors.

 Classification of Members

3.02 This corporation shall have four types of membership.  The qualifications and rights of the members of this corporation are as follows:

1. "Licensed Professional Counselor" shall mean any person who holds a current license to practice the profession of counseling issued by the Alabama Board of Examiners in Counseling.  Continued membership in association is contingent upon maintenance of state licensure as "Professional Counselor".

2. "Counselor Associates" as defined in Alabama Act No. 79-423 Section 2 (b) which reads as follows:

"Counselor Associate" shall mean any person that has been certified by the Board to offer counseling services as defined in the Act while under the supervision of a Licensed Professional Counselor.  Members in this category are eligible to vote but may not hold office.

3. "Student Membership" as defined herein as follows:

"Student Membership" shall be restricted to students currently enrolled in graduate studies in counseling or a related program.  Those in this category may neither vote nor hold office.

4. "Special Membership".  Members in this category will be selected by the Board of Directors.  Members in this category may neither vote nor hold office.

  Member Dues

3.03 Annual dues for membership will be payable on the first of October each year.  Dues may be changed from time to time as directed by majority vote of the membership.

1. The categories of dues are as follows:

a.  "Licensed Professional Counselors"-$25.00 
b.  "Certified Counselor Associates"-$25.00 
c.  "Student -$15.00 
d.  "Special"-To be determined by the Board of Directors.

3.04 Members may agree to participate in specific projects undertaken by the corporation by securing special funds for that purpose by additional individual assessments.

 Place of Members Meetings

3.05 Meetings of members will be held at a place specified by the officers of the corporation in its notice to the members.

 Members Meetings

3.06 Meetings of members will be held at least quarterly on a date specified by the officers of the corporation.  The officers shall provide a minimum of ten days notice in advance of such meetings.  Additional meetings may be called at the discretion of the officers as needed.

 Notice of Members Meetings

3.07 Written or printed notice, stating the place, day and hour of the meeting and in the event of a special meeting, the purpose or purposes for which the meeting was called, must be sent no later than ten days prior to the date of such meeting.  Notices shall be sent by mail and notice will be deemed to have been delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation with postage prepaid.  Telephone notification is also permissible.

 Voting Rights of Members

3.08 All "Licensed Professional Counselors" and "Certified Counselor Associates", are entitled to vote at membership meetings.  Each of these members shall have one vote on each matter under consideration. 
Members Voting by Proxy

3.09 A member, as defined in 3.08, may vote in person or by written proxy.  No proxy will be recognized as valid unless the same is in writing and subscribed by said member and is submitted to the Chairman of the Board of Directors prior to the membership meeting.  No proxy will be recognized for any issue other than the issue to which the proxy was directed.

 Quorum of Members

3.10 A quorum will be 40% of the membership.

 Transferability of Membership

3.11 The membership in this corporation is non-transferrable and non-assignable.

 Termination/Suspension of Membership

3.12 Membership will be terminated or suspended in this corporation on any of the following events and for no other reason:

1. Receipt by the Board of Directors of the written resignation of a member, executed by such member or his duly authorized agent.

2. The death of a member.

3. Non-payment of the annual dues within ninety days of the date they are due.

4. For cause, inconsistent with membership, after notice being given to the member, by the Board of Directors providing such member with an opportunity to be heard before the Board of Directors.  The member shall be entitled to receive written notice of the complaint and be given the opportunity to be heard before the Board of Directors on said complaint within ten (10) days of the request for such hearing by the member.  The complaint shall be served in person or shall be deposited in the United States mail addressed to the address of the member as such appears on the records of the corporation, with postage prepaid.

5. The Board of Directors shall have the power to suspend for a specified time or terminate membership upon a vote of three fifths (3/5) of the Board of Directors. 

  ARTICLE FOUR 
DIRECTORS

 Definition of Directors

4.01 The Board of Directors is that group of persons vested with management of the business affairs of this corporation subject to the laws, the Articles of Incorporation, and these by-laws.

 Structure of the Board

4.02 The Board of Directors of this corporation shall constitute one (1) class and the names of the initial members of the Board of Directors are as follows:

Donnie Carlisle  George Ralph 
John Lane        Estelle Rice  
Roger DuMars  Robert Hanks 
Frank Lombardo

4.03 The qualifications for becoming and remaining a director of this corporation are as follows:

1. Directors must be residents of Alabama. 
2. Directors must be members of this corporation.

 Number of Directors

4.04 The number of directors of this corporation will not be less than  7  until such other amendment of these by-laws is promulgated.  The officers of the corporation shall also be members of the Board of Directors by virtue of their position.  Past presidents will remain on the Board of Directors for a period of one year.

 Terms of Directors

4.05 The directors constituting the first Board of Directors as named in the articles of this corporation will hold office for one (1) year.  Thereafter directors will be elected for a term of one (1) year.  Directors shall be eligible for re-election and there is no limit of terms that a director may serve.

  Vacancies of the Board

4.06 Resignation of directors will become effective immediately upon receipt, by the chair, of a written resignation or on the date specified therein and vacancies will be deemed to exist as of such effective date.  Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors, will be filled by special meetings called for that purpose.

 Place of Directors Meeting

4.07 Meetings of the Board of Directors, regular or special, will be held at such place as designated by the Board of Directors.

 Regular Meetings of the Board of Directors

4.08 Regular meetings of the Board of Directors will be held every two months at the place designated by the directors.

 Special Directors Meetings

4.09 Written or printed notice stating the place, date and hour of any special meeting of the Board of Directors will be delivered to each director no less than five (5) days before the date of said meetings, either personally or by first class mail or by the direction of the President of the corporation or other director calling such meeting.  Special meetings may be also be called by use of the telephone.

 Call of Special Board Meeting

4.10 A special meeting of the Board of Directors may be called by either:

1. The President 
2. One third (1/3) of the members of the Board of Directors

  ARTICLE FIVE 
OFFICERS

 Roster of Officers

5.01 The officers of this corporation will consist of the following:

1. President 
2. Vice-President 
3. Secretary 
4. Treasurer

The initial officers of this corporation are as follows:

Donnie Carlisle, President 
Frank Lombardo, Vice-President 
Estelle Rice, Secretary 
Robert Hanks, Treasurer 

 Selection of Officers

5.02 Each of the officers of this corporation will be elected by a majority vote of members who are entitled to vote.

 President

5.03 The President will be chief executive officer of this corporation and shall be the Chairman of the Board of Directors.  The President will perform all duties instant to such office and such other duties as may be provided in these by-laws or as may be prescribed from time to time by the Board of Directors.

 Vice-President

5.04 In the absence of the President, the Vice President shall exercise all of the powers and duties of the President and shall be vested with authority to act in such capacity.

 Secretary

5.05 The Secretary will keep the minutes of all meetings of the members and of the Board of Directors, and will be the custodian of the corporate records.  The Secretary will give all further notices as are required by law or by these by-laws and generally, will perform all duties instant with such office. 
Treasurer

5.06 The Treasurer will have charge and custody of all funds of this corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate records of the corporation's properties and business transactions, will render reports and accountings to the directors and to the members as required by the Board of Directors or members or by law, and will perform in general all duties instant to such office.

 Removal of Officers

5.07 Any officer elected or appointed to office may be removed by the majority vote of the Board of Directors or by a majority vote of the membership. 

 ARTICLE SIX 
ELECTIONS

 Date for Elections

6.01 Elections for officers and members of the Board of Directors shall be held during a date specified by the Board of Directors during the month of June at the quarterly membership meeting.  Such officers and directors shall be elected by a majority vote on a written ballot.

 Nominations

6.02 The Board of Directors shall appoint a nominating committee who, in turn, shall develop a list of persons nominated.  Nominations shall be made from active members who are in good standing.  Nominations by the committee shall be made for officers and other members of the Board of Directors at least thirty (30) days prior to the general membership meeting in June of each year.  A complete list of nominations shall be presented at the general membership meeting in June of each year.  Nominations shall also be taken from active members present at such meeting. 

 ARTICLE SEVEN 
COMMITTEES

7.01 This corporation may have certain committees, each of which shall consist of at least one member of the Board of Directors of the corporation.  Such committees shall have power and authority conferred upon them by the Board of Directors. 
7.02 The Board of Directors, by resolution duly adopted by a majority of the Board of Directors in office shall designate the director and such other active members to each of the respective committees. 

 ARTICLE EIGHT 
PROCEDURE DURING MEETING

8.01 Parliamentary procedure for all meetings of the members of this corporation shall be conducted in accordance with Roberts Rules of Order. 

 ARTICLE NINE 
AMENDMENTS AND MODIFICATIONS OF BY-LAWS

9.01 The power to alter, amend or repeal these by-laws, or to adopt new by-laws, in so far as allowed by law, is vested in the Board of Directors. 

 Adoption of By-Laws

Adopted as amended by the Board of Directors by resolution and vote on this  
day of                                  , 1997.