Article IV, Section 4. A.(Revision).Annual Meeting.There shall be an annual meeting of members at which the Board shall submit a report of the activities of The Association.A quorum for such annual meetings shall consist of one-tenth of the members of The Association registered and in attendance at the annual convention, any meeting of the general membership-at-large or forum that is hosting the annual meeting.Rationale/Reference:Clarify that a quorum shall be based on the financial members actually attending the convention and not determine by the larger body of total paid members in The Association.

Article V, Section 2. A.Section 2.Composition of the Board:A.Board Members: The number of directors constituting the entire Board shall consist of the current President, President-Elect, Immediate Past President, Secretary, Treasurer, four Regional Representatives, General Assembly Chairperson, Historian, the Chairperson of the Publication Committee or Designee, Chairperson of the Student Division's Student Circle’s Executive Committee, and Elder Advisor.All elected members of the Board shall be voting members; appointed members and advisors are not voting members of the Board.

…. The Directors of the Board shall serve the following terms:...(7) Chairperson of the Student Division's Student Circle'sExecutive Committee Central Committee. ...The Chairperson of the Student Division'sStudent Circle’s Executive Committee Central Committee, as a voting member of the Board, shall be one year from the date of election.All elected members of the Board shall be voting members; appointed members and advisors are not voting members of the Board.

Rationale/Reference.Adopted by the former Student Division and ABPsi Board of Directors, pursuant to the May 1, 2001 letter from George Leary, M.S., Secretary, The Student Circle of ABPsi.

Article VI, Section 17 (NEW).Section 17.Non-Profit Organization Association Fiduciary Liability Exemption Statement.A.The Association shall be operated exclusively for charitable, and educational purposes as a nonprofit corporation.No individual director or member of the corporation shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of general operational monies or the net earnings of the corporation shall inure the benefit of any director, officer, member or any director or individual without the majority approval of all voting Board of Directors.No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office.

B.Upon dissolution of the corporation, the property remaining after providing for debts and obligations of the corporation shall be distributed to that organization exempt from tax under Sections 501(c)(3) of the Code as may be designated by the Board of Directors.

C.No member of the Board of Directors of the corporation who is a volunteer director, as that term is defined in the District of Columbia Nonprofit Corporation Act (The "Act"), shall be personally liable to this corporation or its member or directors for monetary damages for a breach of director's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a director for any of the following: (a) A breach of the director's duty of loyalty to the corporation or its members; (b) Acts or omissions not in good faith or that involve intentional misconduct or a known violation of law; (c) A transaction from which the director derived an improper personal benefit; (d) A violation of Section 551 (1) of the Act; (e) An act or omission occurring before filing these Articles of Incorporation; or (f) An act of omission that is grossly negligent.

D.The Association hereby assumes all liability to any person other than The Association or its members or directors for all acts or omissions of a director who is a volunteer trustee as defined in the Act incurred in the good faith performance of the director's duties as such; provided, however, that The Association shall not be considered to have assumed any liability to the extent such assumption is inconsistent with the status of The Association as an organization described in Section 501 (c) (3) of the Code.

E.If the act is amended after amending the Articles of Incorporation to authorize the further elimination or limitation of the liability of members of the Board of Directors, in addition to the limitation, elimination and assumption of personal liability contained in this Article VI, shall be assumed by The Association or elimination and assumption of personal liability contained in this Article VI, shall be assumed by The Association or eliminated or limited to the fullest extent permitted by the Act as so amended, except to the extent permitted by the Act as so amended, except to the extent such limitation, elimination or assumption of liability is inconsistent with the status of The Association as an organization described in Section 501(c) (3) of the Code.No amendment or repeal of this Article VI shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors of this Association for or with respect to any acts or omissions of such trustee/director occurring prior to the effective date of any such amendment or repeal.Rationale/Reference:To include the new exemption and limit liability language for volunteers in a non-profit corporation.

Article VI, Section 6 (AMENDED):Section 6. The Chairperson:The Chairperson shall be chief officer of The Association and shall perform all duties customary to that office and shall supervise and control all of the affairs of The Association in accordance with policies and directives as provided in these By-Laws.The Chairperson serves as an Ex-Officio Member of all of the Standing Committees of the Board and the Editorial Board of The Journal of Black Psychology. The Chairperson is the official spokesperson for the Association.The chairperson shall be the sole immediate supervisor of the National Office top administrator/manager/executive director.Rationale/Reference:To clarify who provides supervision and gives assignments to the top staff person in the National Office.

Article VII, Section 1 (Page 6).(AMENDED):Section 1. Standing Committees of the Board.These long term, on-going committees shall be considered permanent as a support function of the organization.The President shall appoint the Chair of these committees with reappointment considered each year at the discretion of the incoming President, unless otherwise specified in the by-laws.The Standing Committees of The Board are Ethics, Rules, Elections, National Convention, Administrative, Fiscal Affairs, and Publications.All standing committees are responsible to the Board.The Standing Committees of the Board shall only have a technical and advisory role to the Board.The Standing Committees of the Board Shall not have governing powers, which shall be reserved for the Board of Directors.Rationale/Reference:Clarify that committees’ recommendations will be accepted and implemented at the discretion of the Board.

Article VII, Section 1.(pages 6-7) (New Language): 

H.Strategic Planning Committee.This committee shall provide short- and long-term strategic planning for The Association.Such strategic planning should encompass the location of the national office as well as fiscal and programmatic planning.

I.Past President's Council.This committee shall consist of all past national presidents of The Association of Black Psychologists, Inc.The Council shall meet as a Committee of the Whole at least once annually, and as regularly as deemed necessary, at each annual convention of The Association for the purpose of formalizing its commitment to advancing the mission of The Association.The Council shall be responsible for conducting a paper competition award for graduate and undergraduate students which is financed by general operating funds of The Association at an level approved by the Board of Directors within the first three months of the Board's governing tenure.The term of any Council member shall be for life and shall expire by his/her death, or by his/her resignation, or by his/her removal consistent with the guidelines stated in the By-Laws pursuant to removal of the Board of Directors.Reference/Rationale:Adopted by the 1994 National Convention Resolution #110-94

J.Personnel Committee.This Committee shall provide assistance to the President in all matters relating to personnel (staff) of The Association.

I.1.The Council of Past Presidents shall prepare a written report of its' activities quarterly to the Board of Directors in accordance with the expectations of other Committees of the Board.The Council of Past Presidents, Chairperson or Designee shall also report to the membership on its activities at the annual business meeting of The Association.The election of a chairperson for the Council of Past Presidents shall be made by nomination from the floor and majority vote at the Council's first meeting held at each annual convention.

Article VIII, Section 2.(Page 7). Section 2. General Powers and Duties.The Association's General Assembly serves The Association's Board and The Association in general.It shall have the authority to appoint committees under its purview (see section 9 below).It shall have the authority to create and appoint temporary ad hoc Committees in order to fulfill its functions.Standing committees must be approved by The Association's Board orthe Association's membership, according to these By-Laws.The Committees of the Association’s General Assembly shall only have a technical and advisory role to the Board.The Committees of the General Assembly shall not have governing powers, which shall be reserved for the Board of Directors.Rationale/Reference:Clarify that Committees recommendations will be accepted and implemented at the discretion of the Board.

Article VIII, Section 9. E.(Revision).E.Legislative Advocacy Committee. Legislative Education Committee.This Committee is responsible for the design, review, refinement, and implementation of programs designed to affect legislation related to the practice of psychology.These activities may include advocatingeducating for revisions in licensing requirements, and in monitoring state and federal laws that affect the discipline of psychology and the delivery of services affecting the mental health of People of African Ancestry.Rationale/Reference:To eliminate any conflict with our 501(c)(3) IRS status.

Article 8, Section 9 (Name Change)

G.International Relations Committee on International Relations.This Committee is responsible for the design, review, refinement, and implementation of programs designed to enhance The Association's relationship with psychologists throughout the world.Its activities involve establishing programs for networking, informa­tion exchange, two-way mentoring, and other collaborative international relationships.

Article 8, Section 9 (Name and Description Change)

I.AIDS.This Committee is responsible for development of The Association's positions and policies regarding HIV/AIDS; to advocate for people with HIV positive status or with AIDS, and provide the oversight for the AIDS grant.In addition, this Committee will develop training and certification procedures for those involved in the training and consultation of HIV/AIDS issues.I.Health. To demonstrate the interconnections among mental, spiritual, and physical health, and to take leadership in developing African-centered strategies for promoting health and preventing injuries and diseases among the descendants of African people.As a result of our leadership and sustained actions to address the major threats to our health and life, we demonstrate our essential role in the survival of communities and generations of African in America and throughout the world.Objectives:(1) Promote activities that reinforce the connections among mental, spiritual, and physical health.(2)Develop practical ways to increase the visibility of The ABPsi in health promotion.And (3) Provide direction and support to ABPsi’s technical assistance for HIV prevention project.

Article 8, Section 9 

J.Black Family Task Force.This Committee is responsible for establishing a relationship with other African-centered organizations to ad­vance efforts toward the reunification, strength­ening and assistance to the African family.

J.African American Family Preservation and Revitalization Committee.To design and implement a national program of Black family preservation and revitalization which shall include “lifespan rites of passage” programs, family empowerment and person veneration projects based on the establishment of African centered family processes.

Article IX, Sections 1-6 (page 9): ARTICLE IX.STUDENT DIVISIONSTUDENT CIRCLE.Section I.Purposes.The purposes of the Student division Student Circle of The Association are: (a) to provide a structure for the regular input from undergraduate and graduate students majoring or minoring in psychology (or a closely related discipline) into the governance of The Association; (b) to initiate programs beneficial to students in psychology (and closely related disciplines); (c) to enhance entry and success in graduate schools; and (d) to promote psychology as a major and profession among undergraduate and graduate students.Section 2.Membership.All student members of The Association, who are majoring or minoring in psychology or a closely related discipline, are automatically members of the Student division Student Circle of The Association.Section 3.Executive Committee Central Committee.The Student Division Student Circle of The Association is to be governed by a Student Division's Student Circle Executive Committee Central Committee The Student division's Student Circle Executive Committee Central Committee shall consist of the following officers: (a) Chairperson, (b) Chairperson-Elect, (c) Immediate Past Chairperson, (d) Secretary/HistorianSecretary, (e) four Regional Representatives undergraduate representatives, specifically Eastern Undergraduate, Eastern Undergraduate Representative, Southern Undergraduate Representative, Midwestern Undergraduate Representative, and Western Undergraduate Representation, (f) Historian, and (g) Professional Advisor.The Chairperson shall preside at all meetings of the Student Division's Student Circle Board of Directors.The Chairperson-Elect shall assist the Chairperson and substitute for the Chairperson when necessary.The Immediate Past Chairperson shall advise the Chairperson.The Secretary/Historian Secretary shall record the minutes, supervise correspondence, and programs related to undergraduate issues. The Historian shall maintain historical records.The four Regional Representatives shall represent their respective Regions.The Undergraduate Secretary shall be in charge of correspondence and programs related to undergraduate issues.The Professional Advisor will attend meetings of the Executive Committee Central Committee of the Student Division Student Circle, but shall be a non-voting member.The chairperson of the Student Division's Student Circle’s Executive CommitteeCentral Committee shall be a full voting member of The Association's Board of Directors.The Professional Advisor shall be a non-voting member of The Student Division's Student Circle Board of Directors. Section 3.1.Terms of Office.All officers (except Chairperson, Chairperson-Elect and Immediate Past Chairperson) shall serve for a two-year term, such terms to be staggered such that approximately one-half of the Executive Committee Central Committeeis renewed every year.Chairperson officers shall serve for one year in each office.In the first year of the Student Division's Student Circle existence (terms to commence with the 1993-1994 fiscal year), half of the Regional Representatives are to be elected to one year terms, either the Secretary/Historian or the Undergraduate Secretary Secretary or Historian will be elected to a one year term, and there shall be no Immediate Past Chairperson.The Professional Advisor is to be appointed by The Association's Board of Directors.Elections, vacancies and termination of officers of the Student Division's Student Circle Executive Committee Central Committee shall be resolved according to the rules pertaining to The Association's Board of Directors as set forth herein.Section 3.2.Meetings.The Executive Committee Central Committee of the Student Division Student Circle shall meet at the National Convention of The Association.If The Association's budget permits, the Executive Committee Central Committee of the Student DivisionStudent Circle shall meet at least once mid-year.The time and place of all meetings shall be designated by the Chairperson.One-third of the then members of the Executive Committee Central Committee of the Student Division Student Circle shall constitute a quorum for the transaction of business. Except as otherwise provided by these By-Laws, all matters shall be decided by a majority of the members of the Executive Committee Central Committee present at any meeting at which a quorum exists.Section 3.3.Committees.The Executive Committee Central Committee of the Student Division Student Circle of The Association shall establish standing and ad hoc committees that are necessary to fulfill the mission of the Student DivisionStudent Circle.Section 4.Financing.The financial affairs of the Student Division Student Circle shall be incorporated into the financial affairs of The Association.All budgetary items must be approved by the Board of Directors of The Association, under the guidance of The National Treasurer or his or her designee.Section 5.Elections.The Association's Elections Committee shall conduct all elections of the Student Division Student Circle of The Association simultaneous with the elections of the Board.Election procedures shall be governed by the same procedures as those of The Association, with the following exception: any student member of The Association is eligible for any position on the Executive Committee Central Committee of the Student Division Student Circle except for the position of Chairperson (and Chairperson-Elect) who shall be a doctoral-level graduate student, majoring or minoring in psychology or a closely related discipline, and the position of Undergraduate Secretary Secretary, who is to be an undergraduate student, majoring or minoring in psychology or a closely related discipline.Section 6.Chapters' Student DivisionsStudent Circle.All Chapters of The Association are encouraged to establish (Student Divisions) Student Circles within their chapters.Such (Student Divisions) Student Circles are to be an integral part of those chapters, and chapter By-Laws must reflect this organization.the Chairperson of the Chapter's Student Division Student Circle shall be a member of the Board of Directors of that Chapter.Officers of Chapters' (Student Divisions) Student Circles may be modeled on the organization presented in these By-Laws.The Treasury of the Chapter's Student Division Student Circle shall be unified with the Chapter's Treasury.Each Student Division Student Circle at the Chapter level shall have at least one professional advisor.Existing psychology clubs at colleges and universities may be incorporated into a Chapter's Student Division Student Circle.