WPA Bylaws

Article I. Name

The name of this corporation shall be the Wisconsin Psychological Association, Inc. (“WPA”).

Article II. Purpose

The purpose of WPA shall be to advance psychology as a science and a profession, to promote the understanding and ethical application of psychological principles, and to promote the public welfare through the science of psychology.

Article III. Affiliation and Autonomy

Section 3.01. Affiliation

WPA is the state affiliate of the American Psychological Association.

Section 3.02. Autonomy

WPA shall be autonomous in the conduct of its affairs consistent with these bylaws and the bylaws of the American Psychological Association.

Article IV. Membership

Section 4.01. Eligibility and Classes of Members

  1. Member: A person who is eligible to be a Member of the American Psychological Association and whose primary professional employment in psychology is in Wisconsin is eligible to be a Voting Member of WPA. Voting Members shall be entitled to all rights and privileges of membership including voting and holding office.
  2. Life Member: A member of WPA who has reached the age of 65, who has been a member of WPA for the 10 consecutive years immediately preceding application, is eligible to be a Life Member of WPA. The Board of Directors, in its discretion, may for good cause confer life membership upon any individual.
    1. Active Life Member: A member who is working less than one-half time in the profession of psychology and who meets the requirements for life membership may elect to be an Active Life Member. An Active Life Member shall retain all rights and privileges of his or her most recent membership category except holding office.
    2. Retired Life Member: A member who has no active involvement in the profession of psychology and who meets the requirements for life membership may elect to be a Retired Life Member. A Retired Life Member shall retain all rights and privileges of his or her most recent membership category except voting and holding office.
  3. Student Affiliate: A person enrolled in a program leading to a graduate or undergraduate degree in psychology is eligible to be a Student Affiliate of WPA. Student Affiliates must be prepared to verify that they are registered as students in the current membership year and that they are making satisfactory progress as defined by their program. Student Affiliates shall be entitled to all rights and privileges of membership except voting and holding office.
  4.     Affiliated Professional:  An individual who has completed at least two years of related graduate work and is employed in a mental health field or is licensed/credentialed in a mental health field but is not eligible for Membership status. An Affiliated Professional may not vote or hold office in WPA.
  5. Out of State Affiliate: A person whose primary professional employment in psychology is not in Wisconsin is eligible to be an Out of State Affiliate. Out of State Affiliates shall be entitled to all rights and privileges of membership except voting and holding office.
    1. A person who is a member of WPA whose primary professional employment is not in Wisconsin may elect to become an Out-of-State Affiliate.
    2. A person who is not a member of WPA and whose primary professional employment is not in Wisconsin may be granted Out-of-State Affiliate status by documenting that he or she is a member in good standing in another state psychological association affiliated with the American Psychological Association.
  6. All persons seeking membership shall be required to attest to their compliance with the ethical standards of the American Psychological Association and with these bylaws.

Section 4.02. Required Fees and Dues

  1. Dues will be established annually by a vote of the Board of Directors.
  2. Each member must validate his or her membership annually by making a current dues payment.
  3. The Board of Directors may set special fee structures without amending these bylaws for the purpose of recruiting or retaining members or addressing circumstances of hardship, disability or family responsibility.

Section 4.03. Delinquency and Inactivity

The Board of Directors shall terminate the membership of any member who is 12 months in arrears in payment of dues, in which case dues shall cease to accrue. Prior to any such action, the delinquent member shall be sent written notice of his or her arrearage.

Section 4.04. Reinstatement

A member may be reinstated by paying dues plus any reinstatement fee established by the Board of Directors.

Section 4.05. Resignation

Any member desiring to resign from WPA shall submit his or her resignation in writing to the Board of Directors or board designee. There will be no refund of dues.

Section 4.06. Termination

If any member engages in any activity that is subject to legal or regulatory reprimand, or acts in a grossly unprofessional or an unethical manner, the Board of Directors shall refer the matter to an appropriate regulatory body and/or shall refer the matter to the WPA Professional Issues Committee established pursuant to Section 8.05 of these Bylaws. The Professional Issues Committee shall provide the member with a copy of its procedural guidelines, conduct its investigation and prepare a summary of its finding of facts and shall transmit its recommendation to the Board. Upon receipt of this information, the Board shall decide by a two-thirds vote whether or not to terminate the membership of the member.

Article V. Membership Meetings

Section 5.01. Annual Meetings

An annual meeting of WPA shall be held at a time and place designated by the Board of Directors each year with notice to the general membership of at least one month. The purpose of the meeting is to transact business that may arise and may include installing new directors and officers and presenting reports of officers and committees.

Section 5.02. Special Meetings

Special meetings of the membership may be called by the President or by the Board of Directors and shall be called upon the written request of five percent of the members of WPA. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least 10 days notice shall be given. Notice shall be sent to all current members by paper or electronic means.

Section 5.03. Quorum

Fifteen percent of the members of WPA in person or by proxy shall constitute a quorum at any appropriately scheduled and authorized meeting of WPA.

Section 5.04. Proxies

A person entitled to vote at any meeting of WPA may vote by proxy. Any such proxy shall be in writing, signed by the person granting it, and shall be granted only to another member entitled to vote.

Article VI: Officers

Section 6.01. Number

The principal officers of WPA shall be a President, a Past President, a Vice President and a Treasurer. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors.

Section 6.02. Election and Term of Office

Officers of WPA shall be elected annually by the members of the Board of Directors. Candidates shall be members of the Board.

Section 6.03. Removal

Any officer elected or appointed by the Board of Directors may be removed by a two-thirds vote of the Board when in its judgment the best interests of WPA will be served.

Section 6.04. Vacancies

A vacancy in any office because of death, resignation, removal or other event shall be filled by action of the Board of Directors for the unexpired portion of the term and until a successor is elected and qualified. The appointed term does not count toward the consecutive term limits. The Vice President shall automatically fill a vacancy in the office of President.

Section 6.05. President

The President shall be the principal executive officer of WPA and, subject to the direction of the Board of Directors, shall, in general, supervise and control all of the business and affairs of WPA and shall preside at all meetings of the members and of the Board. The term of office for the President is one year with a limit of two consecutive terms.

Section 6.06. Past President

With the election of a new President, the previous President becomes the Past President and performs those duties assigned by the President or the Board of Directors. The term of office for the Past President is one year.

Section 6.07. Vice President

In the absence of the President, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. The term of office for the Vice President is one year with a limit of two consecutive terms.

Section 6.08. Treasurer

The Treasurer shall perform all duties as may be assigned by the President or the Board of Directors. The Treasurer is the principal financial officer of WPA and chairs the Finance Committee. The Treasurer is responsible for preparing the annual operating budget, overseeing the management of all funds, and making regular reports to the Board and annual reports to the membership. The term of office for the Treasurer is two years with a limit of two consecutive terms.

Article VII. Board of Directors

Section 7.01. Composition

The Board of Directors is composed of the WPA officers, any elected representatives to the APA Council of Representatives, the Advocacy Director and a minimum of five but no more than nine at large members. The Board has authority to establish at large positions as designated positions in order to meet identified needs of the Board.

Section 7.02. General Powers

The affairs of WPA shall be managed by its Board of Directors.

Section 7.03. Number, Qualification, Selection and Term

  1. Voting Members whose primary employment is in Wisconsin and who subscribe to the purposes of WPA may be elected or appointed to the Board of Directors.
  2. The Board of Directors shall appoint a Nominating Committee to propose a slate of candidates for open positions on the Board. Election shall be held with one month notice to the membership, by written ballot determined by plurality vote of the Members with voting rights. In the event of a tie vote, a second election shall be held.
  3. The term of office for each at-large Board position shall be two years. A member may be elected for no more than four consecutive terms.
  4. Vacancies on the Board of Directors shall be filled by appointment of the Board of Directors for the unexpired portion of the term and until a successor is elected and qualified. The appointed term does not count toward the consecutive term limits.
  5. A director may be removed for cause by a two-thirds vote of the Board of Directors; that vote to be taken at any regular meeting of the Board. A director may resign at any time by submitting a written resignation to the President.

Section 7.04. Board Meetings

  1. Meetings of the Board of Directors shall generally be open to the members.
  2. An annual meeting of the Board of Directors shall be held in each calendar year for the purposes of electing officers and transacting such other business as may come before the Board. Officers so elected shall begin their terms on January 1 of the following year.
  3. Regular meetings of the Board of Directors may be held at such times and places as may be determined by the Board or the President.
  4. There may be proxy voting. A designated proxy representative must be a current board member. The representative may be given voting privileges, but such voting is limited to the specific items identified on the published agenda. Representation shall be counted as part of the quorum. Designation of the proxy representative must be made to the President at least 24 hours in advance of a scheduled meeting.
  5. Notice of each meeting of the Board of Directors, stating the time and place of the meeting, shall be given at least 72 hours before the meeting. Such notice shall be sent to each director, by paper or electronic means, at the direction of the President or any of the directors calling the meeting.
  6. Notice of any meeting of the Board of Directors may be waived by the Board members entitled to notice, whether before or after the time of the meeting, and such waiver shall be deemed equivalent to the giving of such notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting.
  7. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of the meeting, unless otherwise required by Wisconsin Statute, the Articles of Incorporation or these bylaws.

Section 7.05. Quorum

A simple majority of the directors shall constitute a quorum for the transaction of business or affairs at any meeting of the Board, but a majority of the directors present, though less than such quorum, may adjourn the meeting from time to time without further notice.

Section 7.06. Manner of Acting

The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by these bylaws or by law. The Board may also act without a meeting if a written consent that sets forth the action is signed by all of the directors then in office.

Article VIII. Standing Committees, Advocacy Cabinet, and Subgroups

Section 8.01. Executive Committee

The WPA officers plus the Advocacy Director constitute the Executive Committee empowered to act for and in behalf of the Board of Directors between regular meetings. All action taken by the Executive Committee must be reported at the next meeting of the Board. The President chairs the Executive Committee.

Section 8.02. Finance Committee

The WPA officers constitute the Finance Committee empowered to advise the Board of Directors on financial planning and to prepare an annual budget for approval by the Board. The Treasurer chairs the Finance Committee.

Section 8.03. Advocacy Cabinet

  1. The Advocacy Cabinet (AC), under the direction of the Advocacy Director, shall be authorized to develop, implement, coordinate and execute the WPA advocacy program. The Advocacy Cabinet shall provide regular reports of its activities to the Board for its review.
  2. The Advocacy Cabinet shall consist of up to eight members. The Advocacy Director is appointed by the Board of Directors. Cabinet members are appointed by the Advocacy Director with confirmation by the Board. The Advocacy Director shall be appointed to serve a two year term and may serve no more than two consecutive terms in that position. Members of the Advocacy Cabinet shall serve two year terms and may serve no more than four consecutive terms.
  3. The activities of the Advocacy Cabinet shall be supported by general dues revenues. The Board of Directors has the authority to ensure that advocacy activities are sustained through special assessments or other means. Funds allocated or donated for the purpose of advocacy shall be spent only on advocacy activities. Funds reserved for the purpose of advocacy may not be released for other use without the unanimous consent of the Advocacy Cabinet.


Section 8.04. Membership Committee

  1. The Membership Committee serves to support the growth and development of membership in WPA.
  2. The Membership Committee shall consist of at least two members confirmed by the Board. The membership committee is chaired by a member of the Board.
  3. The Board will provide the MC with procedures and guidelines for promoting and securing members.

Section 8.05. Professional Issues Committee

  1. The Professional Issues Committee (PIC) operates to uphold, promote, and clarify the highest standards of professional behavior and ethics. It strives to exert a constructive and educational influence on the membership. However, the committee must place a concern for the welfare of the public over consideration of the welfare of an individual member in all matters.
  2. The PIC shall consist of at least six but no more than ten members confirmed by the Board. Members of the committee will serve a term of three years with no more than two consecutive terms. The chairperson is elected by the committee for a term of two years and may not serve more than two consecutive terms.
  3. The PIC will provide regular reports to the Board as requested. The Board will provide the PIC with procedures and guidelines for operation.

Section 8.06. Establishing Subgroups

The Board of Directors shall have the power to establish any subgroups it deems desirable. This may include standing or ad hoc committees, task forces, interest groups or sections. Operating rules and procedures for these groups shall be approved by the Board. All members of WPA are eligible to participate in such subgroups.

Article IX. Contracts Between WPA and Related Persons

Financial contracts or other financial transactions between WPA and a director, or any entity in which a director is in a leadership position or has a material financial interest should generally be avoided. In such cases, however, when the Board of Directors decides in the open forum of a scheduled board meeting that a financial relationship may be in the best interests of WPA, transparency must be maintained for all business transacted. The following guidelines must be followed:

  1. The relationship or interest is disclosed or known to the Board or the committee that authorizes or ratifies the contract or transaction, and the contract or transaction was authorized or ratified by a vote or consent sufficient for the purpose, without counting the votes or consents of interested directors.
  2. The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize or ratify that contract or transaction by vote or written consent.
  3. The contract or transaction is fair and reasonable to WPA.

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee that authorizes or ratifies a contract or transaction under this Article.

Article X. Contracts, Loans, Checks and Deposits

Section 10.01. Contracts

The Board of Directors may authorize any officer, officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of WPA. Such authorization may be general or confined to specific instruments.

Section 10.02. Loans

No loans shall be contracted on behalf of WPA and no evidence of indebtedness shall be issued in its name unless such loan or indebtedness is authorized by a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

Section 10.03. Checks

All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of WPA shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of resolution of the Board of Directors.

Section 10.04. Deposits

All funds of WPA not otherwise employed shall be deposited from time to time in such banks, trust companies, or other depositories as may be selected by or under the authority of the Board of Directors.

Article XI. Indemnification

WPA shall indemnify each director or officer against all liabilities incurred by or on behalf of such director or officer in connection with any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of WPA or by any other person, wherein the director or officer is a party because he or she is a director or officer, so long as the director or officer has not engaged in misconduct constituting a breach of duty. Such indemnification shall be to the fullest extent permitted or required by Wisconsin Statutes.

Article XII. Transfer, Sale or Mortgage of Corporate Property

The Board of Directors shall have the power to sell, mortgage and convey any or all property of WPA. Upon dissolution of WPA, and subject to applicable state laws, the assets of WPA shall be distributed according to the following priority: (1) all existing debts will be paid and (2) the Board shall have the authority to donate any remaining funds to designated professional and charitable organizations.

Article XIII. Compensation of Directors, Officers and Other Persons

No compensation shall be paid to directors, officers or any other persons elected or appointed by WPA, except the Board of Directors may authorize the reimbursement of reasonable expenses actually expended relating to any such position.

Article XIV. Fiscal Year

The fiscal year of WPA shall be the calendar year.

Article XV. Amendment of Bylaws

These bylaws may be amended or repealed and new bylaws may be adopted by a two-thirds vote of the membership present at any regular or special meeting at which there exists a quorum or by a mailed election ballot provided that the text of the proposed amendment or amendments or other action shall have been communicated to all voting eligible members at least 30 days prior to such meeting or election.

Article XVI. Seal

WPA shall have no seal.

Article XVII. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern WPA in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order WPA may adopt or any provisions of local, state or national law applying to WPA.