Bylaws

Bylaws

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Article I - Name and Purpose

  • The name of this organization shall be the Association for Contextual Behavioral Science (ACBS).
  • The purpose of this organization shall be: To foster the international development of functional contextual cognitive and behavioral science and practice so as to alleviate human suffering and advance human well being.
  • The Association is an unincorporated association organized exclusively for educational and scientific purposes.
  • The Association is a non-profit association.

This organization seeks:

  • The development of a coherent and progressive science of human action that is more adequate to the challenges of the human condition;
  • The development of useful basic principles, workable applied theories linked to these principles, effective applied technologies based on these theories, and successful means of training and disseminating these developments, guided by the best available scientific evidence;
  • The development of a view of science that values a dynamic, ongoing interaction between its basic and applied elements, and between practical application and empirical knowledge;
  • Development of a community of scholars, researchers, educators, and practitioners who will work in a collegial, open, self-critical, non-discriminatory, and mutually supportive way that is effective in producing valued outcomes and in exploring the additional implications of this work, and that emphasizes open and low cost methods of connecting with this work so as to keep the focus on benefit to others;

Article 2 - Membership

  • Members of the Association shall be persons who are interested in the advancement of functional contextual science and practice. Professional members and Fellows shall be entitled to the rights and privileges of the Association without restriction.
  • The types of membership shall be professional, student, and affiliate.
  • The minimum standard for election to professional membership shall be completion of a terminal degree relevant to the purposes of the Association. Student members shall be currently enrolled at the undergraduate or graduate level in an area of relevance to the purposes of the Association. Affiliate members are any member of the public with interests in the purpose of the Association.
  • Standards for Fellow Status in the Association shall be set by the Board of Directors.
  • Membership dues are set by the Board of Directors of the Association and paid to the Association annually.
  • Members shall be regarded without discrimination on the basis of race, national or ethnic origin, religion, gender, sexual orientation, age, political affiliation, or mental or physical disability.

Article 3 - Officers, Duties, and Terms of Office

  • The officers of the Association shall consist of a President, President-Elect, Past-President, Secretary-Treasurer, a student representative, and four Members-at-Large of the Board of Directors. Each shall perform the usual duties of the respective office and specific duties provided elsewhere in these Bylaws or as assigned by the Board of Directors. Elections for officers shall be held every year. The President, President-Elect, Past-President, and student representative shall each serve a one-year term and may not hold any other offices within the Association. The Members-at-Large shall be elected every two years. In each two-year cycle one of the Members-at-Large shall have a strong background and interest in basic science relevant to the purposes of the Association. The Secretary-Treasurer shall serve a three year term.
  • Candidates for offices shall be Members of the Association. Officers shall be elected by email ballot to Members.
  • The Past-President shall fulfill the duties of the President in case of the President's absence, incapacity, or resignation. In the event of the President's resignation, or lengthy absence or incapacity, the Board of Directors may, by a two-thirds vote, provide for an election of a new President before the normal voting cycle. In such a case, the Past-President shall serve as President until the new President takes office.

Article 4 – Committees

  • The Committees of the Association shall consist of such standing Committees as may be provided by these Bylaws and such special Committees as may be established by the Board of Directors.
  • The President, President-Elect, Past-President, Secretary-Treasurer and Members-at-Large shall constitute the voting members of the Board of Directors.
  • The Board of Directors shall have general supervision of the affairs of the Association, performing the duties and abiding by the limitations specified in these Bylaws. Actions of the Board of Directors affecting Association policy are subject to approval by a majority vote of the Members voting at the annual meeting, or by a special email ballot as decided upon by the Board of Directors. A request for an email ballot of the membership of the Association may be initiated either by the Board of Directors or by five percent (5%) of the Members, at which point, an email ballot shall be circulated to the membership. Results of an email ballot of the membership constitute the final authority of the Association.
  • The Membership Committee shall be selected by the Board of Directors with a chair appointed by the President and approved by the Board of Directors. It shall be the responsibility of this Committee to secure and review evidence concerning the membership qualifications of all candidates for membership or changes of membership status and to select Fellows of the Association.
  • The Election Committee shall be selected by the Board of Directors, with a chair appointed by the President and approved by the Board of Directors. The Election Committee shall secure nominations by email ballot from the Members and shall ascertain whether the nominees are qualified and willing to serve if elected. The Election Committee shall be responsible for making a preferential count of the election ballots and reporting the results to the Board of Directors.

Article 5 – Activities

  • The association may hold periodic meetings for the transaction of business and presentations regarding developments in contextual science, application, and the advancement of human welfare.
  • The Association may engage in activities designed to accomplish its purposes, including -establishing or acquire newsletters, journals, and other publications -establishing and maintaining websites, list serves, and other media -specifying or promoting education and training criteria promoting public education
  • The Board of Directors may provide for the formation and dissolution of student affiliate groups, divisions or interest groups, regional chapters, and other units within the Association.

Article 6 - Rules of Procedure

  • The rules contained in the edition of Robert's Rules of Order (Newly Revised) shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.

Article 7 – Amendments

  • These Bylaws may be amended by a two-thirds vote of Members who reply to an email ballot sent to the total membership. Bylaws amendments may be initiated by the Board of Directors or by petition of five percent (5%) of the total membership.
  • Within five years after the adoption of these Bylaws, the Board of Directors shall appoint a special committee to review these initial Bylaws and to recommend changes in them.

Article 8 – Dissolution

  • In the event of the dissolution or termination of the Association, all of the assets and title to and possession of the property of the Association shall pass to one or more scientific and professional organizations entitled to exemption from federal income tax under Section 501(c)(6).

Approved by the planning committee, October 16, 2005

Steven Hayes

Conflict of Interest Policy

Conflict of Interest Policy

ACBS - Association of Contextual Behavioral Science
Conflict of Interest Policy
October 23, 2006

Article I- Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II- Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III- Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV- Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V- Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI- Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually approve a statement which affirms such person:
a. Has approved a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII- Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII- Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Approved unanimously by the ACBS Board, October, 23, 2006.

ejneilan@hotmail.com