By Laws

By Laws

ARTICLE I NAME AND OBJECTIVES

The name and title of this organization shall be:

Greater New Orleans Chapter of the Employee Assistance Professionals Association, (EAPA-GNO). The objectives of this chapter are to foster the purposes of the Employee Assistance Professionals Association (EAPA) and to provide a vehicle by which members can meet and discuss matters of mutual interest. Additionally, our chapter offers opportunities for the following: professional development, development of training programs, resources for maintaining EAPA program standards, access and information on community resources, and an avenue for the exchange of ideas.

ARTICLE II ADMINISTRATION

Section 1. Books and Records

The Chapter shall maintain a record of the names and contact information of the members entitled to vote.
All books and records of the Chapter may be inspected by any member having voting rights, for any proper purpose, at any reasonable time.

Section 2. Fiscal Year
The fiscal year of the Chapter shall be from July 1 through June 30

Section 3. Reimbursement

The members of the executive Committee shall not be reimbursed for expenses in connection with activities of the executive Committee unless such payments are approved by the President.
The President’s expenses must be approved by the Executive Committee.
ARTICLE III MEMBERSHIP

Section 1. Chapter Membership

a. No person may be a member of the Chapter unless he/she is also a member in good standing of the Employee Assistance Professionals Association. No person who is a member in good standing of EAPA and who pays dues may be denied membership in the Chapter.

b. Chapter membership categories and voting rights shall be the same as those established in the EAPA Bylaws.

1. Professional EAPA members may vote on Chapter issues and hold Chapter office.

2. Associate EAPA members may vote on Chapter issues and hold Chapter office except for the office of Chapter President.

3. Student members may not vote or hold Chapter office.

4. Organizational membership carries no voting or office-holding privileges.

c. Membership in the Chapter may be terminated for non-payment of Chapter dues.
Section 2. Dues and Assessments

Chapter members shall contribute such annual dues and other reasonable assessments as the Chapter shall determine. Members of the chapter must also be a member in good standing of the International Employee Assistance Professionals Association.

ARTICLE IV OFFICERS

Section 1. Officers

The officers of the Chapter are:
President

Vice President

Secretary

Treasurer

Immediate Past President
The term of office shall be 2 years or until a successor is elected and assumes office. Terms of office shall commence in the month of October of even numbered years.
Officers may succeed themselves in office for one additional term.
No member may serve simultaneously as both President and Treasurer.

Section 2 Duties

President:

Serves as the official voice and representative of the Chapter.
Presides over Chapter meetings and Executive Committee meetings.
Performs such other duties as the Chapter may require.
Vice President:

Performs, in the absence or disability of the President, the duties of the President.
Serves as liaison to designated committees of the Chapter.
Performs such other duties as the Chapter may require.
Secretary:

Ensures the accurate production of minutes of all Chapter meetings.
Ensures that any notices required by governance documents or the Chapter are distributed properly and in a timely fashion.
Distributes meeting announcements to distribution list for chapter meetings.
Coordinates distribution of the Ballot of Officers to voting members of the Chapter for elections.
Ensures that all official Chapter records are properly maintained.
Performs such other duties as the Chapter may require.
Treasurer:

Ensures that Chapter financial transactions are timely and proper and that Chapter financial accounts are properly maintained.
Ensures that Chapter financial records and tax forms are properly maintained and submitted.
Performs such other duties as the Chapter may require.

Immediate Past President

Serves as advisor to the President and the executive Committee.
Is a voting member of the Executive Committee.
Serves as liaison to designated committees of the Chapter.
Performs such other duties as the Chapter may require.

Section 3. Board of Officers (also known as Executive Committee)

Collectively, the officers of the Chapter shall make up the Board of Officers. The Board of Officers shall be the governing and policy-making body of the Chapter and shall have responsibility for supervising the activities of the Chapter.

Section 4. Eligibility

The President of the Chapter must be a Professional Member of EAPA in good standing.
All other Chapter officers must be either Professional or Associate Members of EAPA in good standing.
Section 5. Nomination and Election

Officers shall be nominated by the Nominating Committee
Nominees must be voting members of the Association and the Chapter, in good standing, prior to nomination.
Nominees must be able and willing to attend scheduled meeting of the Chapter and the Executive Committee meetings.
Individuals may not be nominated for office, if the election of the nominee would result in that person holding the same office for more than two (2) successive terms.
Evaluation of Nomination will be based upon
Candidate’s prior participation in EAPA activities.
Reasons given from candidate’s nomination

Call for Nominations
A call for nominations will be publicized by an announcement to voting members of the Chapter.
The Nominating Committee must make every attempt to ensure that two nominees each are on the ballot for each office being elected.

e. Election

Officers of the Chapter, except for the Immediate Past President, shall be elected by the majority of the voting members.
The Secretary is responsible for supervising the distribution of the ballot of nominees to voting members in October, or at least six (6) weeks prior to the Annual Holiday Chapter Meeting. Newly elected Officers will take office at the next Annual Holiday Chapter Meeting after their election.

Section 6. Vacancy and Removal

The Executive Committee is authorized to:

Accept the resignation of any officer of the Executive Committee.
Call for a vote from the membership to remove an officer with or without cause. A vote for removal by two-thirds (2/3) vote of the voting membership will be required to remove the officer.
c. Select a replacement to serve the remainder of term of office for any officer who has resigned or has been removed.

ARTICLE V COMMITTEES

Section 1. Committees

The Executive Committee has the authority to create or disband any committee it chooses.
Committee Types

Ad hoc: Approved by the Executive Committee for special function and is time limited.
Focus: Addresses the needs of a specific group or interest.
Permanent: Created by the Bylaws to serve a specific function. (Executive, Finance, and Ethics)
Special: Created by the Bylaws (Labor, Diversity, External and Internal)
Standing: Appointed by the President to serve the needs of the full membership on a continual basis. (Annual Meeting Panning, Nomination / Awards, Program, Membership, etc.)

Chapter Committees only have power as granted by the Executive Committee.
Each Committee will have a stated mission, perform such activates, utilize procedures consistent with these Bylaws, including polices and procedures where required, as directed by the Executive Committee.
Each committee may make and operate by its own rules or procedures to the extent such rules or procedures are consistent with the rules, standards, and/or procedures developed by the Executive Committee.
Twenty-five percent (25%) of the members of a committee constitute a quorum for conducting the necessary transactions of business of the committee. Voting by oral, written, or electronic ballot received from a quorum will be acceptable to conducting the business of the committee.

Committees are chaired by voting members of the Chapter; non-voting members may chair committees as authorized by the Executive Committee.
Permanent Committees are chaired by their respective members of the Executive Committee. (President; Executive committee; Treasurer; Finance; Vice President: Ethics).

Chairpersons of committees are appointed by the President of the Chapter with the approval of the Executive Committee. Ad hoc, Standing, and Focus.
Exceptions are as noted in these Bylaws and the Permanent Committees.

Chairpersons serve a minimum of one year.
Committees will communicate its actions to the Executive Committee through designated liaison on the Executive Committee. The Finance committee reports to the Treasurer.
Committee actions are subject to approval, disapproval or modification by the executive Committee.
Each committee’s continuation will be reviewed annually at an Executive Committee meeting to determine if the committee is meeting the Chapter’s needs.
Committees which no longer have a valid purpose may be discontinued by majority vote of the executive Committee at a duly constituted meeting.
Committee Budgeted Funds:
Committees may not expend or obligate funds on behalf of the Chapter without the knowledge and approval of the Executive Committee.
Each committee will provide the Chapter a detailed request for support of identified committee goals.
The Finance Committee will make its recommendations for committee support through Treasurer in the annual budget to the Executive Committee.
The Executive Committee approves committee requests through the above process and is approved within the Chapter’s annual budget.

Section 2. Composition of Nominating / Awards Committee

The Nominating/Awards Committee consists of the following:

The Immediate Past President is the chairperson of the Nominating / Awards Committee.
All members of the Nominating / Awards Committee must be voting members of the Chapter.
The Nominating / Awards Committee will ensure that Article V Executive Committee, Section 3, Nomination to Executive Committee is complied with when making nominations.
ARTICLE VI MEETINGS

Section 1. Regular Meetings

Chapter meetings may be held at such intervals as may be decided by the Chapter, but not less than four (4) times per year.
Notification of each regular meeting shall be made at least 30 days before the meeting.
Section 2. Special Meetings

Special meetings of the Chapter meetings may be called by the Chapter officers or by written request of ten percent (10%) of the members eligible to vote in Chapter elections.
Notification of such meeting shall state the purpose of the meeting and shall be made at least 10 days before the meeting.

Section 3. Meetings of the Executive Committee (Board of Officers)
The Executive Committee shall meet as often as necessary, but no less than annually.
As an emergency measure, meetings of the Executive Committee may be held by conference call where permitted by law and these Bylaws. Any action taken as a result of such a meeting will be relayed in writing to the members within 30 days of the call meeting.

Section 4. Quorum

The presence of 60% of Chapter members who are eligible to vote constitutes a quorum for the transaction of business at any regular or special Chapter meeting.
Section 5. Waiver of Notice

Whenever any notice of any meeting of the members is required under provisions of law or these bylaws, a waiver in writing, signed by those scheduled to receive notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection shall also constitute waiver of required notice.

ARTICLE VII -CONFLICT OF INTEREST

Any Chapter Officer or member who has a financial or fiduciary interest in, or the appearance of such an interest in, a matter which comes before the Chapter shall bring such genuine or apparent conflict of interest to the attention of the Chapter and shall abstain from voting on such matter unless it is determined that no conflict of interest exists.
Any person who has knowledge of such genuine or apparent conflict of interest on the part of any Chapter Officer or member must bring such conflict of interest to the attention of the Chapter, orally or in writing, and the Chapter Officer or member will abstain from voting on the matter unless it is determined by the Chapter that no conflict of interest exists.
When any member of the Chapter, or an interested third party, brings to the attention of the Chapter the claim that a genuine or apparent conflict of interest exists, the Chapter will vote to determine whether an actual conflict of interest exists.
If the majority of those voting determine that, in fact, a conflict does exist, the member with the conflict of interest shall abstain from voting on the matter.
If the majority vote is that no conflict of interest exists, the member may vote on the matter.
ARTICLE VIII- RELATIONSHIP WITH EAPA AND OTHER PROVISIONS

Section 1. Relationship with EAPA

The Chapter is a subsidiary unit of the Employee Assistance Professionals Association, Inc. (EAPA). Any action taken by the Chapter without the prior written consent of EAPA’s Board of Directors shall not be binding on EAPA. EAPA does not authorize the Chapter to act as an express or implied agent for, or on behalf of, EAPA without the prior written consent of EAPA.
Section 2. Restriction on Activities

Notwithstanding any other provisions of the bylaws, the Chapter shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under section 501 (c) (3) of the U.S. Internal Revenue Code of 1986, or any successor provision.

Section 3. Logo and Name

All public uses by the Chapter of EAPA’s name, trademarks, and/or logos must be approved in advance by EAPA. Any Chapter logo must conform to EAPA guidelines and its use must be approved in advance by EAPA.

Section 4. Dissolution
In the event of Chapter dissolution, the residual assets of the Chapter shall be turned over to EAPA.
ARTICLE IX-AMENDMENT OF THE BYLAWS

Section 1. Chapter Responsibility

The Chapter shall ensure that its bylaws are kept current in relation to EAPA’s bylaws.

Section 2. Amendment Process at the Chapter Level

The Board of Officers will select an officer to make any necessary revisions to the bylaws. The designated Chapter officer will submit the revised bylaws to the other chapter officers for approval. Once all revisions are complete, the designated officer will send the bylaws to EAPA International for approval.

Section 3. Approval of Draft Amendments by EAPA.

Upon completion at the Chapter level of any amendment to the Chapter Bylaws, the recommended amended bylaws must be submitted to EAPA for review and approval by the Board of Directors. Bylaws must be approved by the Board of Directors before they can take effect.