BYLAWS FOR THE WASHINGTON ASSOCIATION FOR PLAY THERAPY
Article I – Name
A. Name: The name of this corporation shall be the Washington State Association for Play Therapy (WAAPT)
B. Affiliation: The Washington State Association for Play Therapy, Inc. is an independent organization that is affiliated with the Association for Play Therapy, Inc. (APT), as a separate and distinct State Branch. Although WAAPT is a separate and distinct entity from APT, as part of the APT branch charter agreement, WAAPT agrees to conduct its affairs in compliance with the practices, policies, and procedures for that organization.
C. Status: WAAPT is a nonprofit and non partisans Washington State public benefit corporation that shall conducts its affairs in conformance with all local, state, and federal laws that apply to an organization in Code, Washington State Revenue and Taxation Code, and any related or successive statutes and regulations. WAAPT shall use its funds and other assets only to satisfy the purpose of WAAPT and no part of such shall insure or be distributed to officers, directors or other persons with or outside of WAAPT.
The Washington State Association for Play Therapy, Inc. and the Association for Play therapy, Inc. will indemnify and hold harmless the other party from any claims, demands made upon, or liabilities incurred by it.
Article II – Purpose and Objectives
A. Purpose: The purpose of the WAAPT shall be for the professional development of the members.
B. Objective: WAAPT will advance the psychosocial development and mental health of all people in all nations through play and play therapy by promoting
1. The understanding and valuing of play and play therapy.
2. The effective practice of play therapy through training, research, and support.
3. The recognition, incorporation and preservation of diversity in play therapy.
4. The development and maintenance of a strong professional organization to accomplish these objectives.
Article III – Membership
A. Membership is open to all interested in the study and practice of play therapy. All members must be a member of the national organization Association for Play Therapy (APT) to be eligible for WAAPT membership.
B. Categories of Membership:
WAAPT shall offer two (2) categories of membership to individuals interested in promoting the purpose of WAAPT:
1. Professional - Individual mental health professional within the United States. No one may be denied membership in this association on the basis of race, color, creed, religion, ethnic origin, sex, sexual orientation or age.
2. Affiliate Member – Any individual full-time graduate student or other non-mental health professional
C. Dues and Powers:
A member in good standing shall pay the dues, fees, and other assessments in the amount, manner, and time period established for that membership category by the Board. Members are entitled to utilize and participate in the benefits, programs, and other activities approved by the Board, and may vote as described elsewhere in those Bylaws. Membership is non-transferable.
D. Meetings, Voting & Quorum:
An annual meeting of members shall be called by the Board with thirty (30) or more days advance notice and normally in conjunction with the annual WAAPT conference. The purpose of the meeting will be to review, discuss, inquire about and offer recommendations to the Board regarding the programs, policies, and other aspects of the Association. The members present shall constitute a quorum
When the board wishes to poll members about one or more issues, each professional member is entitled to cast one vote
F. Termination and Expulsion:
If APT severs membership, membership to the Washington branch shall be automatically terminated. Some in any of these circumstances although such action shall not relieve the member from any financial or other obligations, unanswered charges, or responsibility for damages.
a. If unethical conduct, which is not being addressed by APT, is brought to the attention of WAAPT, the WAAPT board will form a committee in order to consider whether severance of membership should occur.
Article IV – Directors
A. Powers. Subject to the provisions of the Washington Nonprofit Corporation Act (RCW 24.03), the Articles of Incorporation, and these bylaws, the affairs of WAAPT shall be governed and all corporate powers exercised by or under the direction of the Board. The Board may delegate the management of its business affairs and other activities provided that the Board retains its ultimate powers and responsibilities
B. Number: The Board shall be comprised of not more than eleven (11) voting directors who shall, except for the Executive Director, if one is employed, be Professional or Affiliate members of APT/WAAPT in good standing and serve as follows:
1. All elected directors shall serve a three (3) year term. A director may serve two (2) consecutive terms, miss one (1) year and then come back. No director may serve more than two consecutive terms in any one position.
2. Directors. Two directors shall be annually elected to serve staggered three year-terms with voice and vote as follows:
i. The Immediate Past President of the Board serves as Chair of the Nominations Committee and selects its members. The committee shall be comprised of a majority of non-director Professional members.
ii. The Committee facilitates the recruitment, verification, and nomination of a slate of director candidates.
iii. The Executive Director, if one is employed, or a non-director professional member, not also running for a director position, will disperse a ballot displaying the slate to all Professional members in good standing.
iv. Each Professional member in good standing is entitled to cast one (1) vote for each of not more than three (3) of the proposed candidates.
v. The Executive Director or Non-Director Professional Member (see item 3) will fairly and impartially compiles, verifies the results with the Chair of the Nominations
vi. Committee, and announces the election of those three (3) candidates who receive the most votes.
C. Roles of Directors: The Board of Directors will assign each member a role, with purpose and responsibility, in an effort to further the mission and purpose of WAAPT. Roles may include by are not limited to the following:
1. Eastern Washington Director
2. Western Washington Director
3. Central Washington Director
4. Website Coordinator
5. Newsletter Editor
6. Public Policy Director
7. Graduate Student Representative
8. Marketing Director
9. Membership Director
10. Social Media Director
11. Conference Director
12. Outreach Director
13. University Liaison Director
D. Incumbent Director: The Board may remove any incumbent director for cause. The board votes to begin a remediation process to address the area of concern and devise a plan for the incumbent director to be implemented with 30 days. The president will initiate a meeting with the incumbent director to discuss the remediation plan as decided by board. If the agreed upon plan is not upheld than the incumbent board member will be dismissed from the board.
1. Failure to attend three consecutive and duly called meetings of the Board, shall be sufficient cause for the Officers to consider replacing an Officer and/or a Director under the provisions of these Bylaws.
E. Replacements: The President and Nominations Chair/Past President should appoint replacements for directors who resign or are removed with cause. When the nominations Chair is vacant, a Board member who is not currently serving as an officer will work with the President to appoint the vacant position.
F. Other: Directors with vote shall not be compensated for their service as directors, serve more than six (6) years as a director unless serving as immediate past president, or serve while any immediate family member (i.e. spouse/partner, parent or in-law, or children) is serving as an officer, director, employee, or service contractor. When a vacancy occurs, the Board may appoint a successor to complete the term of the departing director. The Board may remove any incumbent director for cause.
G. Meetings: The Board shall regularly convene at least twice each year, once in conjunction with the WAAPT annual conference. Special meetings in person or by telephone may be called by the President with adequate advance notice to directors. The presence of a majority of directors with vote shall constitute a quorum of the Board. Decisions by the Board shall require a majority vote unless noted otherwise in these Bylaws.
H. Elections: The chair of the nominations committee will lead by the Past-President. If the past-president is not available, unable or unwilling to perform the duties of this role, the President shall appoint a chair. The appointed chair must be a member in good standing and not a member of the board.
1. January 31st (60 Days prior to the date of elections, which shall be March 31st), the Chair of Nominations will send out an email to all members inviting participation in the board.
2. Interested parties will submit a bio and proposed contribution and which officer position they will be running for to the Chair of Nominations by March 1st.
3. The Chair of Nominations sends information regarding candidates of officer positions to all members via email on March 1st.
4. Each Professional and Affiliate member is entitled to cast one (1) vote for each of proposed positions.
5. The Chair of Nominations verifies the ballot results and announces the election of the candidate(s) that received the most votes.
I. APT Continuing Education Requirement: At least one director of the board must have the credential Registered Play Therapist or Registered Play Therapist Supervisor through the Association for Play Therapy, and willing to sign oversee programs earning APT Continuing Education Credits.
Article V – Officers
A. The officers of the Association and the Directors shall be President, President-Elect, Treasurer and Secretary and immediate Past President.
B. All Officers of the Association shall be elected at-large from the individual members of the Association and shall serve for two (2) year terms, with the exception of President who shall serve one (1) year as President- Elect, one (1) year as President and one (1) year as Past-President.
C. The officers of this Association shall comprise the Executive Committee of the Board of Directors.
D. The President, as Chief Governance Officer, shall preside at all meetings of the Board and WAAPT, and enjoy those general powers normally vested in such office or as prescribed by the Board.
1. The President shall carry out a 1 year term as President and a second year at President Advisor or Immediate Past President, for a total commitment of 2 years.
2. The President shall oversee annual conference planning for his or her presidential term. Planning should begin during his or her president-elect term of office.
3. President oversees the operations of WAAPT in line with the national Charter Agreement with APT, The President will attend the annual APT meeting at the annual national conference. WAAPT will contribute $1000 towards travel and registration costs for the President. In the event that the President is unable to attend the annual meeting, a proxy, elected by the majority of directors, will attend in his/her place and will be given said stipend.
E. The President-Elect shall execute the powers and responsibilities of the President in the absence or incapacity of the President, and perform those duties assigned by the President. The President-Elect shall automatically succeed the President. In preparation for such transition, prepare and propose an annual action plan to the Board to be implemented in his/her term as President.
1. The President Elect shall serve 1 year as President Elect, 1 year as President and 1 year at President Advisor, for a total of a 3 year commitment with WAAPT.
2. The President Elect shall oversee membership recruitment, benefits, maintenance and sustainability.
F. The Secretary shall monitor and assure The Board that all appropriate proceedings of WAAPT are accurately recorded and maintained by the President. That all appropriate proceedings of the
Association are accurately recorded and all required or requested reports produced, filed, and
maintained at or from its principle offices.
1. The Secretary shall serve a two year term as Secretary.
2. The Secretary shall oversee continuing education to include ensuring continuing education applications are properly maintained, up-to-date, and in compliance. The secretary will handle all Board activities as it relates to continuing education.
G. The Treasurer shall maintain adequate and correct books and accounts for WAAPT. Prepare financial reports as required by the Board of Directors; maintain and independent Branch Checking account.
1. The Treasurer shall serve a two year term as Treasurer
2. The Treasurer shall be the chair of the Finance Committee.
3. The Treasurer may facilitate the hiring of an Accountant or Certified Public Accountant for taxes or other financial business related to WAAPT as deemed necessary with the majority approval of the board (See Article XIV section C).
4. Deposit and disburse funds in the name and to the credit of the Association:
a. Funds in the amounts under $250 shall be disbursed by the Treasurer as needed for conducting the customary business of the organization
b. Disbursements of funds in the amounts between $250 and $1000 shall require the joint approval of the Treasurer and the President;
c. Disbursements of funds in amounts over $1000 requires the approval of the full board
H. The Immediate Past President shall render that advice necessary to ensure stability and continuity. Furthermore, The Past President will serve as the Chair of the Nominations Committee.
I. The Executive director, if one is employed, shall execute policies approved by the Board and manage the programs, personnel, and general business affairs of WAAPT.
J. Other: Officers with vote shall not be compensated for their service as officers. When a vacancy occurs among officers, the Board may elect a successor to complete the term of the departing officer. The Board may remove any incumbent officer for cause.
K. Incumbent Officer: The Board may remove any incumbent Officer for cause. The board votes to begin a remediation process to address the area of concern and devise a plan for the incumbent Officer to be implemented with 30 days. The Board of Directors will initiate a meeting with the incumbent Officer to discuss the remediation plan as decided by board. If the agreed upon plan is not upheld than the incumbent Officer will be dismissed from the board.
1. Failure to attend three consecutive and duly called meetings of the Board, shall be sufficient cause for the Officers to consider replacing an Officer under the provisions of these Bylaws.
Article VI – Committees
A. Committees and Limitations: The President shall appoint Committee Chairs and committee appointments deemed necessary to accomplish those specific assignments that satisfy the purposes of the Association, with a two-thirds ratify of the Board. A committee shall neither make public policy pronouncements nor exceed those powers and responsibilities prescribed by the Board. Committee members shall not be compensated for such service.
B. Members, Terms, and Voting: Committees shall be composed of members in good standing who shall serve one year terms or until their assigned tasks are accomplished, whichever occurs first, and are each entitled to cast one (1) vote in committee deliberations. The President and President-elect shall be ex-officio members with voice, but without vote of all committees and task forces.
C. Meetings: Those members present at a committee meeting shall constitute a quorum if adequate advance notice of such meetings was distributed to all committee members.
Article VII - Chapter
A. Letter of Intent. An organizing committee composed of a group of WAAPT members may petition the Association to form a chapter by submitting a Letter of Intent to the Association’s Board of Directors.
B. Application for Chapter Certificate.
1. The organizing committee shall request and complete an application for Chapter status and present it to the Association’s Board of Directors.
2. The application shall be filed in accordance with the guidelines established by the Association.
3. The Bylaws of the Chapter shall conform with the APT and the WAAPT Bylaws.
4. All Association members residing in the Chapter area must be notified of the intent to organize a local Chapter and will vote on the formation of the Chapter. A Chapter may be formed upon approval of at least ten percent (10%) of the eligible votes.
5. Members of APT who live in the Chapter geographical area who are not members of WAAPT shall be notified of the Chapter formation.
6. Chapter APT Certificates shall be granted by APT Board of Directors only upon recommendation of WAAPT to APT.
Article VIII – Parliamentary Authority
Robert’s Rules of Order Revised (by Henry Martin Robert) shall govern the proceedings of the Association not otherwise specified in the Bylaws.
Article IX – Finances
Annual Association dues for members shall be recommended by the Board of Directors, approved by the membership, and collected by the Treasurer.
B. Authorization of Expenditures
The Treasurer shall deposit and disburse funds in the name and to the credit of the Association in compliance with approved budget and/or approval of the Board of Directors.
C. Bonding of the Treasurer
The Treasurer shall be bonded as the Board of Directors deems necessary.
An auditor’s report shall be presented to the Board of Directors at the final
meeting of the Association each year
Article XII - Amendments
A. These Bylaws may be amended at the annual meeting of the Association by two-thirds (2/3) affirmative vote of the members present and voting.
1. Proposals to amend the Bylaws may be initiated by a majority vote of the members of the Board of Directors or by a petition signed by twenty-five (25) individual members in good standing.
2. All proposed amendments must be approved by the Board of Directors of WAAPT and then by the Board of Directors of APT.
3. After approval by the Board of WAAPT and APT the proposed amendment may be presented to the WAAPT membership.
Article XIII - Effective Date
These Bylaws shall be in compliance with APT Bylaws and shall take effect immediately upon adoption by the membership.
These Bylaws were adopted on
Original Bylaws adopted on January 11, 2015
Article XIV – Miscellaneous
A. A two-thirds vote of the Board shall be required to amend or repeal these bylaws provided that the proposed amendment(s) is submitted to directors for advance review and consideration. Amendments may be proposed by any director in good standing.
B. The program year and fiscal years of WAAPT shall be concurrent from April 1 through March 31.
C. The Board shall ensure that corporate financial records are periodically reviewed or audited by a qualified outside professional accountant or that a financial report is prepared and reviewed by either an outside professional accountant or a finance committee composed of a majority of non-director Professional members in good standing. The President shall present the final report to the Board within 120 days of the conclusion of that fiscal year.
D. All officers, employees, and other persons who are authorized to sign checks or otherwise handle funds shall be bonded. The CEO shall ensure the indemnification of any or all officers, directors, and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of having been officers, directors, or employees of APT, except for matters in which such persons shall be adjudged to have been responsible for misconduct resulting in harm or damages.
E. Unless stipulated elsewhere in these Bylaws, all meetings of and within APT shall generally be conducted in accordance with the Policy Governance Manual approved by the Board and, as applicable, the latest edition of Robert’s Rules of Order.
F. Each director and member shall have the absolute right at any reasonable time to inspect, whether in person or represented by an agent, all books, records, documents, and facilities of WAAPT.
G. A two-thirds majority vote shall be required by the Board to dissolve WAAPT. Upon dissolution, the Board shall distribute any remaining funds and assets to one or more legally organized nonprofit corporations qualified in accordance with Section 501(c)(3) or (6) of the Internal Revenue Service Code. No corporate assets shall inure to the benefit of any director, employee or contractor, or member.
Article XX – Indemnification
Bonding and Indemnity: The Board shall indemnify any or all officers and directors against expenses incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party in which such persons shall be adjudged to have been responsible for misconduct resulting in harm or damages. WAAPT shall also indemnify and hold harmless the Association for Play Therapy (APT) and its officers, directors, members, employees, and other agents from and against all claims, demands, and liabilities (including reasonable attorneys' fees and costs) asserted by third parties arising from the indemnifying party's performance within and outside of its Branch Charter Agreement. This obligation to indemnify and hold harmless shall survive the expiration or termination of said Agreement.