Bylaws

Revised: July 24, 2010

PENNSYLVANIA MENTAL HEALTH COUNSELORS ASSOCIATION (PAMHCA)

BYLAWS

A Division of the Pennsylvania Counseling Association (PCA), and

Chapter of the American Mental Health Counselors Association (AMHCA)

Article I: Name and Organization

Section 1: Name

The name of the Association shall be the Pennsylvania Mental Health Counselors Association (hereafter: PAMHCA), a division of the Pennsylvania Counseling Association (hereafter: PCA), and a chapter of the American Mental Health Counselors Association (hereafter: AMHCA). PCA and AMHCA are divisions of the American Counseling Association (hereafter: ACA).

Section 2: Organization

In accordance with AMHCA’s Policy & Procedures,

  1. PAMHCA shall consist of a minimum of 25 members.
  2. PAMHCA must be representative of the members in the state of PA.
  3. PAMHCA by-laws shall be consistent with PCA and AMHCA bylaws. Any changes to PAMHCA bylaws must be approved by a majority vote of the Board of Directors of PAMHCA, and approved by PCA and AMHCA.
  4. PAMHCA shall submit to AMHCA’s national office a current roster of its officers within thirty (30) days of their elections or appointment. PAMHCA shall submit written reports by June 15 to the national office.
  5. PAMHCA shall comply with standards and procedures for annual charter renewal as published in the AMHCA Leader Handbook.

Article II: Mission, Purpose and Prohibitions

Section 1: Mission

The mission of PAMHCA and its members is to enhance the profession of mental health counseling in the commonwealth of Pennsylvania by promoting licensing, advocacy, education and professional development.

To carry out its mission PAMHCA will:

  • Promote quality mental health counseling services,
  • Maintain a viable and distinct professional identity,
  • Influence public policy consistent with the ethics and values of the mental health profession in the Commonwealth of Pennsylvania.

Section 2: Purposes

The purposes of PAMHCA are to:

  • Advance the profession of mental health counseling by emphasizing high levels of ethical and professional practice
  • Promote legislation and administrative rules that recognize and advance the profession of mental health counseling
  • Promote a program of effective public relations to enhance awareness of mental health counseling and the competencies and services of its practitioners
  • Provide advocacy with insurance companies for contract language that protects certified mental health counselors and their clients
  • Provide educational programs that enhance knowledge and promote continuing professional growth
  • Provide opportunities for connection and networking among members for professional development

Section 3: Prohibitions

No part of the earnings of PAMHCA shall benefit or be distributed to any members, trustees, officers, or any other private persons, except that the chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission set forth above.

Article III: Membership

Section 1: Membership

Twenty-five percent (25%) of the Board of Directors and twenty-five percent (25%) of the general membership must be members of PCA.

Section 2: Types of Membership

There are five (5) categories of individual membership: a. Professional; b. Student; c. Associate; d. Retired; e. Lifetime Membership.

  1. Professional Member: An individual who certifies that they hold at least a master’s degree from an accredited institution of higher learning with a major or minor in counseling or the social/behavioral sciences. A professional member must pay annual dues. A professional member in good standing shall be entitled to vote, to attend PAMHCA meetings, and shall be eligible to hold office.
  2. Student Member: A student enrolled in an accredited graduate program for half time or more in the areas of human development shall be eligible to become a student member of the association for a three year period. Exception of the three-year period time limit can be made upon receipt of additional verification from the student’s major advisor. Student members shall be entitled to vote, to attend PAMHCA meetings, and shall be eligible to hold office.
  3. Associate Member: An individual whose primary work-related responsibilities are in the area of human development shall be eligible for associate membership in the association. Associate members may attend PAMHCA meetings, but shall not be entitled to vote and shall not be eligible to hold office.
  4. Retired Member: An individual who has retired from the field of mental health counseling shall be entitled to a reduction in annual dues. Retired members shall be entitled to vote, to attend PAMHCA meetings, and shall be eligible to hold office.
  5. Lifetime Membership: An individual who has fulfilled the duties of PAMHCA President and Immediate Past President and shall be entitled to lifetime membership at no cost, may attend PAMHCA meetings, but shall not be entitled to vote and shall not be eligible to hold office.

Section 3: Dues

All membership dues and payments dates shall be established by the board of directors on an annual basis. Membership shall not be transferable.

Section 4: Severance of Membership

  1. A member may be dropped from membership for conduct that tends to injure PAMHCA, or to affect adversely its reputation or that is contrary to or destructive to its objectives defined by the Manual of Policies and Procedures of AMHCA or which violates the Bylaws of PCA, PAMHCA or AMHCA or the most current version of the Code of Ethics of AMHCA.
  2. Members charged with engaging in such conduct shall be given notice of the precise nature of the charge, shall be given the opportunity to present evidence on their behalf through witnesses or otherwise, shall be given the opportunity to confront witnesses against them, and shall have the right to appeal and have a hearing before the Board of Directors of PAMHCA, whose decision will be final.
  3. The Board shall consider any charges made in writing over the signature of two PAMHCA members in good standing.
  4. Members may be dropped from membership for:
  5. Nonpayment of dues
  6. Falsely certifying that divisional or chapter membership qualifications have been met.

Article IV: Officers

Section 1: Election

The election of officers shall take place annually. The elected officers of the PAMHCA shall be:

  • President
  • President-Elect
  • Past President
  • Secretary
  • Treasurer
  1. These officers must be members in good standing of PCA, AMHCA and PAMHCA
  2. Should a member of PAMHCA find cause to contest the eligibility of any officer, he/she must act in accordance with the bylaws of AMHCA.

Section 2: Term

The term of office for each officer shall be one (1) year, except for treasurer which is for three (3) years. Each term of office is to be renewed at the discretion of the membership. No member is eligible to serve in the same office for more than two consecutive terms of office.

Section 3: Duties of the President

The president is elected by the membership as president-elect. The presidency is a three (3) year commitment.

Role: The role of the president is to lead PAMHCA toward fulfillment of its strategic plan.

Responsibilities: The responsibilities of the president include:

  1. Implementing the annual PAMHCA plan of action. The plan of action is to be built on the goals in PAMHCA’s strategic plan for the year.
  2. Presiding at all meetings of the board of directors.
  3. Representing PAMHCA at meetings and conferences.
  4. Recommending members for board approval to chair standing committees and to fill any vacancies of appointed positions for the current year.
  5. With board approval, establishing task forces when necessary to conduct the affairs of the association and appointing task force chairs.
  6. Submitting a quarterly report of activities to the board of directors at each of its quarterly meetings.
  7. The president shall succeed to the office of past president upon the expiration of his or her term as president.

Section 4: Duties of the President-Elect

The president-elect is elected by the membership. The president-elect takes the office of president on July 1 of the following year.

Role: The role of the president-elect is to serve as a voting member of PAMHCA’s board of directors.

Responsibilities: The responsibilities of the president-elect include:

  1. Submitting the annual PAMHCA plan of action and budget for board approval.
  2. In the absence of the president, assuming the role of president, with all of its authority and responsibilities.
  3. Assisting in identifying and mentoring members to serve in any upcoming vacancies or expired appointed positions.
  4. Planning and implementing activities to provide transition for incoming and outgoing board members.
  5. Submitting a quarterly report of activities to the board of directors at each of its quarterly meetings.
  6. The president-elect shall succeed to the presidency upon the expiration of his or her term as president-elect.

Section 5: Duties of the Past President

The president of PAMHCA serves as past president during the last year of his or her three (3) year commitment to the office of president.

Role: The role of the past president is to serve as a voting member of PAMHCA’s board of directors.

Responsibilities: The responsibilities of the past president include:

  1. Submitting the annual PAMHCA plan of action and budget for board approval and filing progress reports with AMHCA. The plan of action is to be built on the goals in PAMHCA’s strategic plan for the upcoming year.
  2. Planning and implementing special project(s). The projects may be a task not finished during the presidential year, or a need that has become apparent. Any special project must fit within PAMHCA’s strategic plan.
  3. Recruiting nominees for the annual election of the board of officers and directors and developing a slate of candidates.

Section 6: Duties of the Secretary

Role: The role of the secretary is to serve as a voting member of PAMHCA’s board of directors, and to oversee the recording of all official PAMHCA business and to distribute those records to board members.

Responsibilities: The responsibilities of the secretary include:

  1. Reviewing minutes of board meetings.
  2. Submitting meeting minutes to the board of directors for approval
  3. Causing all official actions to be appropriately placed in the Manual of Policies and Procedures which must be updated annually.
  4. Being a custodian of all PAMHCA corporate records.
  5. Issuing all notices of meetings in compliance with bylaws or as required by law.

Section 7: Duties of the Treasurer

The treasurer is an elected position with a three (3) year term of office. The treasurer is a voting member of the board of directors.

Role: The role of the treasurer is to serve as a voting member of PAMHCA’s board of directors. He/she shall report all fiscal matters to the board of directors.

Responsibilities: The responsibilities of treasurer include:

  1. Submitting the annual plan of action and budget for board approval. The plan of action should build on the goals in PAMHCA’s strategic plan for the upcoming year.
  2. Submitting reports of income and expenditures to the board of directors before each meeting.
  3. Recommending revisions in PAMHCA’s fiscal policies to the board of directors.
  4. Presenting the annual budget to the board of directors for approval at the spring meeting.
  5. Keeping accurate accounts of receipts and disbursements of finance.
  6. Causing the deposit of all money and other valuable effects in the name and to the credit of PAMHCA in such depositories as may be designed by the board of directors.
  7. Preparing and distributing the annual financial statement.

Section 8: Removal from Office

An officer or director may be removed at any time. Reasons for the removal from office are:

  • Violation of the ethical codes of PCA, PAMHCA, ACA or AMHCA.
  • Failure to carry out duties and/or responsibilities of office:

The process for removal from office is as follows:

  1. The process of removal from office must be initiated in writing by a PAMHCA member. Two additional letters from members supporting removal from office must accompany the initial charge.
  2. Written documentation of charges must be presented to PAMHCA’s president. (In the case that the president is being charged, the past president shall receive the written documentation of the charges.)
  3. Notification of the charges must be provided to the officer in question and to the board of directors.
  4. Consideration of this issue shall be done in closed session.
  5. Attempts will be made to resolve the issue through appropriate communication channels with intent of keeping the person in office, if possible.
  6. Removal from office will occur by a two-thirds (2/3) majority vote of the voting members of PAMHCA’s board of directors.
  7. The accused shall have an opportunity to respond to the charges, either in person or in written form to the board of directors.
  8. Removal from the office will not be official until thirty (30) days from the date of action taken regarding charges by the state chapter’s board of directors.
  9. An appeals process will be available within thirty (30) days from the date of action taken regarding charges by PAMHCA’s board of directors.
  10. The accused member of the board of directors will be required to abstain from voting on the issue. The accused officer may also be asked to leave the session in which the issue is considered by the remainder of the board of directors.
  11. If removal from office results, written notice to this effect will be provided to the person charged by PAMHCA’s president or past president.
  12. Removal from office actions will be duly recorded in the minutes of the next board of directors meeting, along with the effective date.

Section 9: Vacancies

Vacancies in the offices of president-elect, secretary, and treasurer occurring between annual elections shall be filled by nomination and election by the remaining members of the board of directors. If the presidency should become vacant, the president-elect shall become president and shall serve out the remainder of the term of office of the president whom he or she replaces.

Article V: Board of Directors

Section 1: Composition

  • The board of directors shall be composed of the officers of PAMHCA (including the president, president-elect, past president, secretary, and treasurer) and the chairpersons of all standing committees and, at the discretion of the officers, any active ad hoc committees.
  • The board of directors shall consist of not less than five (5) persons nor more than fifteen (15).

Section 2: Qualifications

Directors must be members in good standing in PAMHCA and PCA.

Section 3: Powers and Functions of the Board of Directors

The management of all the affairs, property, and interests of PAMHCA shall be vested in the board of directors.

Section 4: Meetings

  1. Regular Meetings of the Board of Directors: Regular meetings of the board of directors shall be held quarterly by conference/video call or at such place as the president designates. No notice of regular meetings shall be required other than the adoption of such a resolution.
  2. Annual Meeting of the Membership: The annual meeting of the membership for the transaction of such business as may properly come before the membership shall be held each year at the date and time the board of directors chooses by resolution: normally, the fall meeting of PAMHCA at PCA’s Annual Conference. Notice of the time and place of the annual meeting of members shall be given by delivering by electronic or postal mail a written or printed notice at least ten (10) days, and no more than fifty (50) days, prior to the meeting.
  3. Special Meetings of the Board of Directors: Special meetings of the board of directors may be called by the president or any three directors. Special meetings will be held at such time and place as specified in the notice of the meeting, which shall be given to all board members via electronic or postal mail. Agenda items for special meetings shall be specific, and only such business published as the agenda for that special meeting shall be transacted.
  4. Quorum: A simple majority of the board of directors in office shall constitute a quorum for the transaction of business at any meeting of the board of directors.
  5. Voting: Members of the board of directors may vote in person or by means of a conference phone or video or similar communication equipment allowing all persons participating in the meeting to hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 5: Actions of the Board of Directors Without a Meeting:

Any action required to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed or confirmed by electronic or postal mail by all of the directors. Such consent shall have the same force and effect as a unanimous vote.

Section 6: Removal of Directors

Removal from the board of directors may take place as follows:

  1. By Resignation or Refusal to Serve: Resignation or refusal to serve is defined as three (3) consecutive absences from the board of directors meetings.
  2. By Death.
  3. By Vote.

To accomplish removal from the board of directors, the vote must be two-thirds (2/3) or  more of the entirety of the board members in office at a duly constituted meeting of the board as defined in Article IV (Section 8).

Section 7: Compensation

The directors shall receive no compensation for their services as directors. Directors may be reimbursed for expenses incurred in the furtherance of PAMHCA’s activities, subject to compliance with PAMHCA’s most current financial policies and procedures.

Section 8: Election of Officers and the Board of Directors

Members of the board of directors serve a one (1) year term and can continue to serve as a director by re-election for a maximum of nine (9) consecutive years.

Section 9: Election Procedures

The Immediate Past-President, serving as chair of the Nomination and Elections Committee, shall appoint at least two members of PAMCHA who are not up for election or re-election to serve on the committee. The committee shall determine a timeline and procedure that allows them to complete the nominations and elections process in time for new directors to start their term on July 1st.

Section 10: Choice of Nominees

The Nominations and Elections Committee shall prepare an official slate of nominees for the positions of President, President-Elect, Secretary, Treasurer, and up to four Members-at-large when necessary. This Committee should take into consideration the individual’s qualifications for office, geographical location, the nominees’ fields of interest, and his/her consent. If no member is identified for a position on this slate, an effort will be made to recruit among active and qualified members for said position. All candidates new to the Board of Directors must submit a current resume and two letters of reference to the chair of the Nominations & Elections Committee.

Section 11: Election to Office

The slate of nominees shall be sent to all PAMHCA members in good standing by electronic or postal mail. Members will be given seven days to cast their votes by return email/postal mail to the Chair of the Nominations and Elections Committee. The committee will count the ballots, determining the winners, and report the results to the Presidents of PAMHCA, AMHCA and PCA. PAMHCA membership will be notified of the results via electronic mail/postal mail in no more than two weeks following the deadline for submission of ballots. A plurality vote of members voting shall constitute election to office. This process shall be completed by June 15th of the year elected directors will assume their duties.

Article VI: Committees

Section 1: Creation and Authority

PAMHCA committees shall consist of standing committees and such special committees as may be deemed necessary by the board of directors. Committees may be created as necessary and assigned duties by the board. Committee members need not, unless the board or bylaws requires it, be directors, but the committee chairpersons shall be directors. Committee members may be removed by a vote of the board. Committees may act in accordance with AMHCA’s Manual of Policies and Procedures or pursuant to specific authority granted by the resolution of PAMHCA’s board of directors.

  • Nomination for appointments to all committees, including committee chairpersons, will be made collaboratively between the president-elect (the president in the case of special committees and task forces) and the board of directors after broad solicitation for interested members. The president-elect will submit the committee nominations to the board for its approval.
  • Special committees shall be appointed for a term of one (1) year. The mandate of special committees must be renewed by the board on an annual basis.

Section 2: Standing Committees

Executive Committee:

PAMHCA’s executive committee is composed of the president, president-elect, immediate past president, treasurer, secretary and such other committee chairpersons as the president shall appoint. The executive committee is chaired by the president.

Role: The role of the executive committee is to act for the board according to its policies during the intervals between meetings of the board of directors.

Responsibilities: The responsibility of the executive committee is to implement activities delegated by the board of directors and to conduct PAMHCA business between board meetings, subject to ratification of actions by the board at its next meeting.

  1. Powers and Functions: Between board meetings, the executive committee shall have the authority to act in the management of the chapter unless otherwise limited or prohibited by law. Said delegation of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed by law upon the board of directors.
  2. Meetings: The executive committee shall meet at the discretion of the president.

Public Policy & Legislation Committee:

  • The Public Policy & Legislation Committee in cooperation with PCA shall work to increase awareness among the public and the legislature of the importance and benefits of professional counseling. The committee shall also seek to enhance and protect the profession of mental health counseling by responding to legislative issues and by establishing and maintaining cooperative relationships with legislators, legislative staff, the governor’s office, and administrative agencies.
  • The committee shall be responsible for advising and informing PAMHCA members concerning developments relative to public policy and legislation that affect the welfare and working conditions of mental health counselors and consumers.

Program and Professional Development Committee:

The Professional Development Committee shall make recommendations to the board of directors on issues and activities relating to professional standards, credentialing, and continuing education, and shall be responsible for the implementation of related programs and meetings.

Graduate Students Committee:

This committee advances the interest of student members of PAMHCA with recruitment and program activities.

Membership and Ethics Committee:

The Membership and Ethics Committee shall have responsibility for

  • Recruiting and retaining members.
  • Developing membership services.
  • Promoting high standards of ethical practice.

Marketing and Public Relations Committee:

The Marketing and Public Relations Committee shall

  • Initiate, encourage, and direct activities to build good public relations.
  • Execute PAMHCA advertising policy and coordinate/direct all publications of PAMHCA.
  • Coordinate and direct all advertising with PAMHCA by outside entities as well as advertising for PAMHCA with outside entities.

Budget committee

The budget committee shall consist of the President, President-elect and Treasurer.

Nominations and Elections Committee: The Nominations and Elections Committee shall be responsible for carrying out nominations and elections procedures in accordance with these bylaws and the bylaws of PCA and the Manual of Policies and Procedures of AMHCA.

Bylaws Committee shall keep PAMHCA and its members up-to-date on changes to PAMHCA bylaws as they occur and shall review PAMHCA’s bylaws at least once a year, making recommendations to the board of directors for updating and revising the bylaws accordingly.

Section 3: Vacancies

Vacancies on a committee shall be filled by the person or body authorized by the board.

Article VII: Budgeting and Financing

Section 1: Fiscal Year

The fiscal year shall be from July 1 to June 30.

Section 2: Annual Budget

An annual budget of PAMHCA  and financial statement to PCA shall be made at the end of each fiscal year by the treasurer.

Section 3: Financial Statement

Quarterly financial statements shall be prepared and made available to the board of directors.

Section 4: Deposits and Disbursements

PAMHCA’s funds shall be deposited in an account under its name in such financial institutions that the board of directors shall designate, and shall be drawn out only by such manner as may be specified by resolution of the board.

Section 5: Books and Records

  • The state chapter shall keep complete books of account in accordance with generally accepted accounting principles, shall keep minutes of the proceedings of its board of directors, and shall keep a record listing the names and addresses of the members of the board.
  • All business books and records may be inspected by any director, or his or her agent or attorney, for any proper purpose at any reasonable time.

Section 6: Dissolution

Upon dissolution of the association, 70% of the assets shall be distributed to the American Mental Health Counselors Association and 30% to PA Counseling Association. These monies are to be held in escrow in the event that PAMHCA reinstates at some point in the future.

Article VIII. Non-Discriminatory Policy

It shall be the operational policy of PAMHCA not to discriminate against any person on the basis of age, disability, race, color, religion, creed, sex, or sexual orientation in the operation of its programs, in employment, in election of directors and officers, or in any other aspect of its affairs.

Article IX: Amendment of PAMHCA Bylaws

Section 1: Amendment

These bylaws may be amended, repealed, or replaced, and new articles may be adopted by resolution, which receives a vote of two-thirds (2/3) of the majority of the board of directors then in office at a duly constituted meeting of the board of directors.

Section 2: Procedure

The text of the proposed new or amended articles shall be presented at the meeting prior to the meeting at which the vote is taken.

Section 3: Publication of Bylaws

The bylaws of PAMHCA shall be published in their entirety, along with changes and/or adopted amendments as they occur, on PAMHCA’s website. Also, the membership of PAMHCA will be notified when such changes and/or amendments are made by electronic or postal mail as they occur.

Article X: Rules of Order

The parliamentary authority for meetings of PAMHCA will be Roberts Rules of Order, newly revised, 2007 edition.

Bylaws Adopted: April 14, 1980 and Revised April 23, 1991; August 16 and November 9, 1996; March 10, 1999; August 23, 2006; March 2, 2007; July 24, 2010

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