By-Laws

BY-LAWS

Adopted - October 1989 --- Amended – 1992, 1995, 2006, 2011

ARTICLE I

Name, Affiliation, and Purposes

Section 1. Name - The name of this Association shall be the Dallas Metro Counseling Association.

Section 2. Affiliation –This Association is affiliated with the Texas Counseling Association and shall conduct its affairs in compliance with the By-Laws of that organization. Dallas Metro Counseling Association may affiliate with other groups whose purposes are consistent with the By-Laws of Dallas Metro Counseling Association. DMCA adheres to the Texas Counseling Association and American Counseling Association Code of Ethics.

Section 3. Purpose- The purpose of this association is defined by the mission statement, values, and goals of the Texas Counseling Association in the Association’s current Strategic Plan, as developed by the Association Board of Directors and approved by the Association Senate.

(a) Mission Statement – The mission of Dallas Metro Counseling Association (DMCA), is to bring together a diverse community of counseling professionals, to educate and advocate for an understanding and delivery of effective counseling.

(b) Values – Dallas Metro Counseling Association (DMCA) values the following:

· Actualization: We believe in helping others and ourselves to actualize and develop full personal potential.

· Empowerment: We believe in helping others and ourselves to be responsible for one’s own positive development through the life span—its ages, stages, and status.

· Affecting Positive Change: We believe in affecting positive change and growth in society, in the counseling profession, and in the individuals we serve. We also believe that counselors’ developmental, educational and wellness perspectives distinguish them from other mental health care providers.

· Leadership: We believe in leaders being responsible, committed and willing to take risks in order to effectively serve our membership and our purposes.

· Professionalism: We believe in promoting and enhancing professional excellence and ethical behavior.

ARTICLE II

Membership

Section 1. Types of Membership - membership shall be of one type - individual. Such persons may become members of the Association upon payment of annual dues.

Section 2. Classes of Membership – Membership shall be of three classes – regular, student and affiliate.

Section 3. Regular Membership

(a) Eligibility - Any person whose primary responsibilities or interests are in the area of human development - specifically guidance, counseling, or personnel work and others with similar interests and responsibilities such as community agency workers, school social workers, school psychologists, para-professionals in counseling - shall be eligible for membership. No one may be denied membership in this Association on the basis of ethnic group, color, creed, gender, gender identity, affectional or sexual orientation, age, and/or handicapping condition.

(b) Privileges - Any person who has met the qualifications for regular membership and has paid the prescribed dues shall be eligible to attend meetings of the Association, to vote, and to hold office.

Section 4. Student Membership

(a) Eligibility - Open to students who are enrolled in a planned program in the area of human development - specifically guidance, counseling, personnel work, community agency work, school social work, school psychologists, and para-professionals shall be eligible for student membership.

(b) Privileges - Any person who has met the qualifications for student membership and has paid the prescribed dues shall be eligible to attend meetings of the Association, but student members may not vote nor hold office.

Section 5. Retired Membership – Any person who retires and is a current member of the Association may

Continue membership with the same privileges as regular membership.

Section 6. Affiliate Membership

(a) Eligibility – Any person who is interested in the area of guidance, Counseling or personnel work but whose primary responsibilities are not in the area of human development shall be eligible for affiliate membership.

(b) Privileges – Any person who has met the qualifications for affiliate Membership and has paid the prescribed dues shall be eligible to attend meetings of the Association, but affiliate members may not vote nor hold office.

Section 7. TCA and ACA Membership – Members of this Association shall be encouraged to apply for membership in the Texas Counseling Association and its divisions.

Section 8. Dues - Dues for members of the Association shall be recommended by the Board of Directors and established by action of the Membership. Payment of dues to the Association shall entitle a person to membership as qualified in these by-laws.

Section 9. Severance of Membership

(a) A member may be dropped from membership for the nonpayment of dues.

(b) A member may be dropped from membership for any conduct that tends to injure or discredit the Association, or that is contrary to or destructive of the objectives according to the By-Laws and Code of Ethics of the Association.

(d) It shall be the responsibility of the Board of Directors to determine whether or not a member

should be dropped from membership.

ARTICLE III

Officers and Staff of the Association

Section 1. Officers and Terms of Office

(a) The officers of this Association shall be the President, the President-Elect, the Immediate Past President, the Secretary, and the Treasurer.

(b) All officers of the Association shall be elected at large from among the individual members of the Association and shall serve for one-year terms or until successors are elected; except the Treasurer who shall serve for a two-year term and the Senator who shall serve for a three-year term.

(d) The term of office of any elected or appointed officer of the Association shall begin on July 1, and shall be for a period of one year or until a successor takes office unless the Chapter By-laws specify a two-year term.

Section 2. Duties of Officers

(a) The President schedules and presides at all meetings of the Association and shall be chairperson of and preside at meetings of the Board of Directors and the Senate. The President prepares an annual report on the incoming officers and the activities and responsibilities of the Association. The President attends the TCA Summer Leadership Training Institute. The President shall be an Ex Officio member without vote of all committees except the Nominations and Election Committee.

(b) The President-Elect shall perform the duties of the President in the absence or incapacity of the President as determined by the Board of Directors. The President-Elect shall assume the Presidency of the Association upon the death or resignation of the President. The President-Elect must maintain membership in TCA. The President-Elect coordinates professional development programs for the Association. The President-Elect shall serve as Chapter/Division Coordinator. The President-Elect is encouraged to attend the TCA Summer Leadership Training Institute.

(c) The Immediate Past President shall serve as chairperson of the Nomination and Election Committee and perform such other duties as delegated to him/her by the Board of Directors and the Senate.

(d) The Secretary shall keep records of the meetings of the Board of Directors. The Secretary shall be empowered to execute official documents of the Association and to perform the duties customary to this office and additional duties as directed by the Board and the Senate. Upon the death or resignation of the Secretary, the Board of Directors shall select someone to fill the unexpired term.

(e) The Treasurer shall serve as chairperson of the Finance Committee and represent the Association in assuring the receipt and expenditures of funds in accordance with the directives established by the Board of Directors and shall be under such bond as may be determined by the Board of Directors. The Treasure shall be responsible for seeing that a financial report is prepared for presentation at each meeting of the Board of Directors. The Treasure shall be in attendance at the meetings of the Board of Directors and Senate and shall perform such additional duties as may be directed by the Board of Directors and the Senate. Upon the death of resignation of the Treasurer, the Board of Directors shall select someone to fill the unexpired term.

(f) The Senator shall represent the Association in the TCA Senate and shall serve as specified by the TCA By-Laws, Article V. Upon the death or resignation of the Senator, the Board of Directors shall select someone to fill the unexpired term.

Section 3. Nomination and Election of Officers and Board Members

(a) Nominations and Election Committee – There shall be established a Nominations and Election Committee consisting of the Immediate Past President of the Association as chairperson and such other member of the Committee as the chairperson shall nominate subject to the Board approval. No member of the Nominations and Election Committee may serve for two consecutive years nor may any member be a candidate for office while a member of the Nominations and Election Committee.

(b) All members in good standing, except student members, may vote.

(c) The Nominations and Election Committee shall conduct the nomination election of officers by secret ballot mailed to the voting membership.

(d) All elected officers and board members of the Association shall be Members of DMCA and TCA. The Senator shall also be member of ACA.

(e) The Nominations and Election Committee shall use the following Guidelines in nominating and electing procedures.

(1) The nomination ballot shall be mailed to the voting membership and made available

to the membership on the internet as close as is feasible to January 1.

(2) The nominations ballot shall include a statement indicating that the returned Ballot

may be returned in two ways, shall specify the requirements necessary to hold each

office or position listed on the nomination ballot, and shall also include a statement

that any qualified member may nominate more than one person for each elective

office:

(a) First class mail postmarked on or before March 1.

(b) Placed in a locked ballot box at the March meeting.

(3) The names of the two nominees receiving the highest number of votes for each office

shall be placed on the election ballot, which shall be mailed to the voting membership

and made available on the internet as close to April 1 of each year as is feasible.

The election ballot shall include a statement indicating that the ballot may be

returned in two ways:

(a) The ballot may be postmarked on or before May 1 to be counted.

(b) The ballot may be placed in a locked ballot box at the April Meeting.

(4) The candidate receiving the higher number of votes for each office shall be elected.

The candidates shall be informed of their election status at least five days prior to

installation date of elected officers. Officers shall be installed at the regular May

meeting of the Association.

(5) All ballots, envelopes and tally sheets shall be sealed and filed with the Secretary.

Such materials are to be held secure for one year. In the event of a tie for first place,

a runoff election will be conducted with a June 1 postmark deadline.

(6) The Nominations and Elections Committee shall submit a detailed plan regarding

nomination and election procedures to the Board of Directors during the November

board meeting. The plan shall include procedures for:

(a) certification of date of mailing of nomination and election ballots;

(b) method of determining authenticity of the voter;

(d) procedure for counting and verifying correction of election results;

(e) procedure for handling a tie vote for nomination and elections.

Section 4. Removal of an Officer or Board Member from Office

(a) Members of Dallas Metro Counseling Association (DMCA) affirm that DMCA has the right and obligation to prescribe and enforce its standards for those who hold office

(b) An Officer of Board Member may be sanctioned or removed for office for cause. (A list of the most common valid causes for removal of an Officer from office can found in the TCA Governance Manual Section 10-D as may be amended from time to time).

(c) Any Officer of Board Member who is not fulfilling the prescribe standards of his/her office shall be notified in writing by the President as directed by the Board. The Officer or Board Member so notified will then be given an opportunity to be heard and to rectify the situation, if possible.

(d) DMCA shall adhere to the protocol for the removal of officers as set forth by the Texas Counseling Association.

.ARTICLE IV

Board of Directors

Section 1. Composition

(a) The Board of Directors shall be composed as follows:

(1) The Officers of the Association

(2) Three members elected from the membership.

(b) The term of office for each member of the Board of Directors other than elected officers of the

association shall be three (3) years and shall begin on July 1 of the election year. Upon the

death or resignation of one of the board members from the Membership, the Board of

Directors shall select someone to fill the unexpired term.

simultaneously represent a division and a region.

(d) All members of the Board of Directors shall be members of ACA and TCA.

Section 2. Powers and Functions of the Board of Directors

(a) To execute policies formulated by the Senate

(b) To propose Association policies and recommend such policies to the Senate for its

consideration and action.

thereof, subject to review by the Senate.

(b) To identify issues and recommend priorities for professional thrust relating to problems of

human development pertinent to the Association.

Section 3. Meetings of the Board of Directors

(a) The Board of Directors shall convene in August. The Board of Directors shall also meet in October, January, March, and May, prior to the regular scheduled meetings of the Association. Additional meetings of the Board of Directors may be called by a majority vote or petition of the members of the Board of Directors and/or upon the call of the President. The Board of Directors shall fix the time and place of such additional meetings at least thirty (30) days prior to any such additional meeting.

(b) The President of the Association shall preside at meetings of the Board of Directors and the President-Elect shall preside in the absence of the President.

(c) Each member of the Board of Directors shall have one vote and the Treasure who shall be ex officio without vote. A majority of the voting members of the Board shall constitute a quorum.

(d) Any Board action voted on by mail-ballot must be recorded in the minutes at the next Board meeting.

Section 4. Executive Committee – The Executive Committee of the Board of Directors shall consist of the

President, President-Elect, Immediate Past President, and Secretary, three of whom shall constitute

a quorum. The DMCA Secretary shall serve as Secretary of the Executive Committee. The

Executive Committee shall act for the Board of Directors within the limits of the written policies

established by the Board of Directors and/or Senate.

ARTICLE V

Chapters

Section 1. Chapters

(a) Membership in chapters shall be open to any person eligible for membership in TCA or ACA

(b) Qualification of Officers – All officers of TCA chapters must be members of TCA

(c) Representatives to the Senate – Each TCA chapter shall elect a representative to serve as a member of the Senate of TCA. The elected representative must be a member in good standing of TCA an ACA. The President of the chapter shall certify the representative to the President of TCA at least thirty (30) days prior to each Senate Meeting.

Section 2. Determination of Status – The granting of chapter status shall be a function of the Senate upon recommendation of the Board of Directors

Section 3. Conduct of Affairs – Chapters of the Association shall be autonomous in the conduct of their affairs, consistent by the By-Laws of the Association.

Section 4. Review of Status – Upon recommendation of the Board of Directors, recognition of chapters may be withdrawn by the Senate. A review by the Board of Directors shall be made annually of the recognition of chapters.

Section 5. Reports - Each chapter shall make an annual written report of its activities, minutes, financial

statements and any changes in the chapter's By-Laws to the TCA President on or before a date set by the TCA President each fiscal year, and shall report at any other time requested by the TCA President.

Section 6. Membership Dues and Financing - Each chapter shall determine its own membership dues and be responsible for its own financing.

ARTICLE VI

Committees

Section 1. Standing Committees – The Standing Committees of the Association shall be those committees recommended by the Board of Directors – (i.e. Awards Committee, By-Laws Committee, Ethics Committee, Hospitality Committee, Legislative Committee, Membership Committee, Nomination and Election Committee, Program Committee, and PR/Marketing Committee.)

Section 2. Appointment of Committees – The President, subject to confirmation by the Board of Directors, shall name such standing and special committees as may be needed to conduct the activities of the Association.

Section 3. Appointment of Special Committees and Chairpersons - The President, subject to confirmation by the Board of Directors, shall name such special committees as may be needed to conduct the activities of the Association.]

ARTICLE VII

Meetings

Section 1. Regular Meetings – Six meetings shall be scheduled from September through May. The Board of Directors shall determine time and place for these meetings.

Section 2. Special Workshops/Conferences – Special workshops/conferences shall be scheduled according to the needs of the Association. It is recommended that a minimum of one Workshop/Conference be completed per year.

ARTICLE VIII

Business Affairs

Section 1. Dues – Annual Association dues for membership shall be recommended by the Board of Directors,

Section 2. Budget – The Board of Directors shall prepare and present a budget for adoption at the final meeting of the Association each year. The approved budget shall be reported to the membership.

Section 3. Financial – A financial report shall be presented to the Board of Directors at the final meeting of the Association each year.

Section 4. Severable or Transferable Interest – No member shall have any severable or transferable interest in the Association.

Section 5. Control and Management – All property of the Association shall be subject to the control and management of the Board of Directors. Any accumulation or disposal of real property, except upon dissolution of the Association, must be approved in advance by the Board of Directors.

Section 6. Disposal and Dissolution – Upon dissolution of the Association, none of its property shall be distributed to any of the members, and all such property shall be transferred to such other organization or organizations as the Board of Directors shall determine to have purposes and activities most nearly consonant with those of the Association, provided that such other organization(s) shall be exempt under Section 501 (c)(3) of the Internal Revenue Laws.

Section 7. Appropriation of Association Funds – No appropriation of Association funds shall be made except pursuant to the authority of the Board of Directors.

Section 8. Chapter Disbursements – All expenses of a division or chapter shall be paid for by fund possessed by the chapter.

Section 9. Officer and Committee Expense – All expenses incurred by an officer or Committee of the Association in excess of the funds appropriated therefore shall be the personal liability of the person or persons authorizing such excessive expenses.

Section 10. Association Year – The official year and the fiscal year shall be July 1 to June 30 of the following year.

Section 11. Indemnification of Directors, Officers and Employees – To the extent permitted by law, each

director, officer and employee of the Association whether or not then in office, shall be indemnified

by the Association against all costs and expenses reasonably incurred by or imposed upon him/her

in connection with or arising out of any action, suit or proceeding in which he/she may be involved by

reason of his/her being or having been a director, officer, or employee of the Association, such

expenses to include the cost of reasonable settlements (other than amounts paid to the Association

itself) made with a view to curtailment of costs of litigation. The foregoing right of indemnification

shall not be exclusive of other rights to which any director, officer or employee may be entitled as a

matter of law. The Association shall be authorized to purchase Association liability insurance,

without obtaining reimbursement of all or any part of the premium, to insure the Association's

obligations under By-Law and to indemnify directors, officers, and employees against liability, loss

and expense incurred by them or any of them by reason of having been a director, officer, or

employee of the Association, whether or not the director, officer, or employee has or would have a

right of indemnification from the Association under By-Law.

Section 12. Policies and Procedures – supplementary policies and implementation guidelines for these by- laws are found in the TCA Governance Manual.

ARTICLE IX

Publications

Section 1. Executive Editors - The Board of Directors, subject to confirmation by the Senate, appoint executive editors of the Association newsletter and journal.

Section 2. Copyrights

(a) The Association shall own the copyright for the original and any renewal term for any writing that is published by the Association.

(b) The author of any such writing shall have the right to make a non-profit or non-commercial use of the work provided that there is affixed to each copy the copyright notice used by the Association when the writing was first published.

(c) The author shall have right to make or authorize for profit or commercial use any such writing only after first obtaining the written consent of the Association.

ARTICLE X

Amendments

Section 1. Amendments 1. Amendments

(a) Amendments may be proposed by the Board of Directors, the executive body of any of the organized divisions or chapters of the Association, , or by an individual member, provided that in case of an individual member , the proposed amendment shall be presented over the signatures of at least fifty percent of the members in good standing. All such proposed amendments must be submitted in writing or electronically to the By-Laws Committee at least ninety (90) days prior to any meeting of the board. The By-Laws Committee shall transmit to the Board for its consideration all such proposed amendments with or without a recommendation regarding each, at least thirty (30) days prior to the board meeting.

(b) Proposed amendments may originate with the By-Laws Committee. Such proposed amendments shall be presented to the Board, accompanied by rationale, at least thirty (30) days prior to the Board meeting.

(1) Proposals to amend the By-Laws may be amended by a majority vote of the members of the Board of Directors, or by petition signed by twenty-five regular members in good standing. All such proposed amendments must be submitted in writing to the Board of Directors at least sixty (60) days prior to the presentation of the amendment to the membership for approval or disapproval. Each member shall receive a written or electronic copy of the proposed amendment thirty (30) days prior to the regular meeting

of the Association in which the amendment is presented.

(2) These By-Laws may be amended at a regular meeting of the Association by a 2/3

affirmative vote of members present.

(c) The President shall report amendments and file such amendments with the TCA Executive Director within thirty (30) days following membership approval.

ARTICLE XI

Rules of Order

Section 1 Rules of Order Robert's Rules of Order Revised (by Henry Martin Robert) shall govern the proceedings of the Association not otherwise specified in the By-Laws.