Vermont Mental Health Counselors Association, Inc.

ARTICLE I – NAME

Section 1.The name of this non-profit corporation shall be the "Vermont Mental Health Counselors Association" (VTMHCA).

ARTICLE II – PURPOSES

Section 1.The purposes of VTMHCA shall be:

(A) To promote the profession of mental health counseling at the state level;

(B) To provide continuing education and professional development seminars to assist mental health counselors in meeting requirements for licensure in Vermont;

(C) To promote and advocate for legislation that recognizes and advances the profession of mental health counseling;

(D) To provide an alliance with professional counselors in other work settings;

(E) To promote the Licensed Clinical Mental Health Counselor (LCMHC) licensure as the standard for professional counselor training and education; and

(F) To promote community education for the general public and promote primary prevention in the field of mental health.

ARTICLE III - MEMBERSHIP

Section 1. Membership shall be open to any person who resides or works in Vermont who also:

(A) Holds a masters or higher level professional degree from an approved counseling program and is licensed at the LCMHC level or whose LCMHC license is pending; or

(B) Is a graduate student who is enrolled in an approved planned program of study leading toward a degree in counseling which, if successfully completed, would allow the person to be licensed at the LCMHC level; or

(C) Performs primary work-related responsibilities in the field of mental health counseling.

Section 2. VTMHCA shall have four classes of membership: Full Clinical, Associate, Student, and Retired:

(A) A Full Clinical member must hold a masters or higher level professional degree from an approved counseling program and be licensed at the LCMHC level. Each Full Clinical member is entitled to one vote and to hold office in VTMHCA.

(B) An Associate member is any person who is not licensed at the LCMHC level but whose application for license is pending or who performs primary work-related responsibilities in the field of mental health counseling and/or administration of such services. Associate members may vote or serve as officers or committee members.

(C) A Student member is a graduate student who is enrolled part time or full time in an approved planned program of study leading toward a degree in counseling which, if successfully completed, would allow the person to be licensed at the LCMHC level. Student members have all the privileges of individual membership except they may not hold the positions of President and President-Elect.

(D) A Retired member is any person who was a Full Clinical Member or could have been a Full Clinical Member before his or her retirement from active practice. Retired members may vote, serve as officers and committee members.

Section 3. Any individual seeking to become a member must complete a membership application, checking the appropriate membership category, and forward it to the Membership Chair. After review by the Membership Chair and payment of all required dues, the individual may be accepted as a member in the appropriate class. (If a situation arises that necessitates revocation of membership, VTMHCA Ethics Policy will determine the protocol).

Section 4. The Board of Directors shall establish the annual dues.

Section 5. Membership shall run one year from date of initial payment, to be renewed on anniversary date. There is no provision for payment of partial dues if an individual joins in the middle of the year. Each member will receive discounted rates at any Association-sponsored trainings or workshops.

ARTICLE IV - MEMBERSHIP MEETINGS

Section 1. An annual meeting of VTMHCA shall be held at the time and place specified by the Board of Directors.

Section 2. Special meetings of the members may be called by the President or by the Board of Directors for any legal purpose.

Section 3. Written notice of the annual meeting or any special meeting, stating the place, day, hour, and purpose of the meeting, shall be sent by mail or by electronic means to all members of record at least thirty (30) days before the date of the meeting.

Section 4. A quorum for the transaction of business at a properly warned meeting shall consist of ten (10) percent of the members who were in good standing at the time the notice of meeting was sent. The act of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the membership.

Section 5. Any action to be taken at a regular or special meeting may be taken without a meeting if notice of the action is provided to all voting members and a written action is signed by at least the number of voting members who would be required to take the same action at a meeting of the members under Article IV, Section 4 above.

ARTICLE V - BOARD OF DIRECTORS

Section 1.The business and affairs of the VTMHCA shall be managed by the Board of Directors.

Section 2. The Board of Directors of VTMHCA shall consist of at least five, but no more than fifteen directors. The directors shall include the five officers of VTMHCA, the chairpersons of the four standing committees, and up to six at-large directors elected by the members. The officers and at-large directors shall be elected by the Full Clinical members of VTMHCA at or before the annual meeting of members for a term of one (1) year coinciding with VTMHCA’s fiscal year. The committee chairs of the four standing committees shall be appointed by the President, also for a one year term. Except as described below, directors may serve successive terms.

Section 3. All members may serve as directors, officers, or committee chairs.

Section 4. Regular meetings of the Board of Directors will be held at least four (4) times per year in addition to the annual meeting of the membership. Notice of the regular meetings may be provided by written or oral notice to each director at the time and place determined by the president.

Section 5. Special meetings of the Board of Directors may be called by the president or at the request of any two directors for any legal purpose. Notice of any special meetings of the Board shall be given in writing to each director at least two business days before the meeting.

Section 6. A majority of the directors then in office shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Any action to be taken at a regular or special meeting may be taken without a meeting by written action signed by all the directors.

Section 8. Any director may participate in a regular or special meeting by any means of communication in which all directors participating may simultaneously communicate with each other during the meeting.

Section 9.No officer shall receive compensation for his/her services as an officer on behalf of VTMHCA. The Board may, however, authorize reimbursement of expenses properly submitted, with receipts, to the Treasurer.

ARTICLE VI – OFFICERS

Section 1. The officers of this Association shall be a President, a President-Elect, an Immediate Past-President, a Secretary, and a Treasurer. The president shall be a member in good standing of AMHCA, and VTMHCA and shall hold a Full Clinical membership.

Section 2. The President-Elect, Secretary, and Treasurer shall be elected by written ballot. The President-Elect shall automatically become President, and the President shall become Immediate Past-President at the end of the fiscal year.

Section 3. If there is a vacancy in the office of President, the President-Elect shall complete the term of President, and the position of President-Elect will remain vacant until the next election. If there is a vacancy in any other office, the President, with the approval of the Board, may appoint any other member (who meets the criteria of Article VI, Section 1 above) to complete the vacant term.

ARTICLE VII - DUTIES OF OFFICERS

Section 1.The President shall be the Chief Executive Officer of VTMHCA and the Chairperson of the Board. He/she shall serve as VTMHCA’s representative to AMHCA and shall appoint any additional representatives permitted by this organization. The President will appoint the chairpersons of all committees and approve committee members unless otherwise specified in these By-laws or by the resolution establishing such committee.

Section 2. The President-Elect shall act as President at all Association or Board meetings in the absence of the President. The President-Elect shall work closely with the President to learn about and oversee all activities of VTMHCA.

Section 3. The Secretary shall record and maintain all records of VTMHCA and its Board of Directors. The Secretary shall transmit the minutes of all Board and Association meetings to the membership and assist in conducting the official correspondence of VTMHCA, issue calls and notices of meetings and notify all Association members of election results.

Section 4. The Treasurer shall receive, deposit, and disperse all money belonging to VTMHCA, keep an account of all receipts and expenditures, present a written financial report at each Board meeting that includes an itemized accounting of all expenditures since the preceding meeting. The Treasurer shall submit a written summary financial report to the President-Elect and shall transfer all funds and financial records to the President-Elect at the end of the Treasurer's term of office.

Section 5. The Immediate Past-President shall serve as an advisor to the President.

Section 6. In addition to the above, the powers and duties of the officers shall be as provided by the Board of Directors, or in the absence of such direction, as necessary to carry out the purposes of VTMHCA.

ARTICLE VIII - COMMITTEES

Section 1. The standing Committees of VTMHCA shall be as follows:

(A) The Legislative Committee shall be responsible for monitoring the activities of the local, state, and national legislatures and to advise VTMHCA of developments and/or legislation that may affect the welfare and working conditions of mental health counselors.

(B) The Membership Committee shall be responsible for identifying and implementing plans that will increase VTMHCA's membership and providing guidance for the retention of members. In particular, this committee shall be responsible to maintain a current membership list and current brochures, to communicate with members about renewals, and to coordinate member recruitment.

(C) The Conference Committee shall be responsible for planning and conducting at least one professional development conference for members annually and shall administer all CEU’s.

(D) The Nominations and Elections Committee shall be responsible for determining nominations for Board positions and administering elections procedures in accordance with these By-laws.

Section 2. The Board is authorized to create any other committees it deems appropriate and to appoint members to them. In the absence of Board direction to the contrary, the President shall appoint committee chairpersons. Such committees shall continue for no more than two (2) years unless otherwise specified in the motions establishing them.

ARTICLE IX – REMOVAL OF DIRECTORS OR OFFICERS

Section 1. Any at-large elected director or officer may be removed from office for failure to perform assigned duties, including repeated failure to attend or participate in regular meetings, failure to maintain all the credentials of membership, or violation of the ethical code of VTMHCA. A two-thirds majority of the disinterested directors then in office shall be required to remove the elected director or officer from the position.

Section 2. Any committee chairperson director appointed by the President may be removed by the President without cause. If the President will not remove a committee chairperson director, a two-thirds majority of the disinterested directors then in office may do so.

Section 3. Any member of VTMHCA may request removal of a director or officer by presenting to the President written documentation of the charges, along with two (2) letters supporting the removal. Unless the person is a committee chairperson and the President elects to remove the chairperson, the President shall then warn, in writing, a special meeting to consider the request. The notice shall inform the director or officer that she or he shall have an opportunity to present evidence and argument on his or her own behalf before the Board. The subject director or officer shall not be entitled to attend any closed sessions to consider the issue nor to vote on his or her own removal.

ARTICLE X - AMENDMENTS TO THESE BY-LAWS

Section 1. These By-Laws may be amended by a vote of the majority of the Board of Directors then in office, except to the extent a vote of the membership is required by law. In the case of an amendment to the number of directors, the composition of the board, the term of office of directors, the method or way in which directors are elected or selected, or any other matter reserved to the members, the By-Laws may be amended by a vote of two-thirds of the members voting at a meeting called for that purpose. The meeting must be specially warned and a copy of the proposed amendments sent to each director or voting member at least thirty (30) days before the meeting.

ARTICLE XI - FINANCING

Section 1. The fiscal year of VTMHCA shall be July 1 to June 30.

Section 2. Financial Statements: Monthly financial statements shall be prepared and presented at each regular board meeting.

Section 3. Deposits and Disbursements: The money of VTMHCA shall be deposited in 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 4. Dissolution: Upon dissolution of the association, the assets shall be distributed to the American Mental Health Counselors Association, 801 North Fairfax Street, Suite 304, Alexandria, Virginia 22314.


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