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| AAGT PREAMBLE |
These By-Laws provide rules, as specified by and in compliance with the Articles of Incorporation, for the governance of the Association for the Advancement of Gestalt Therapy (also herein referred to as the Association, and by its initials, AAGT), and for the functioning of the Association's Board of Directors (also herein referred to as the Board) which shall develop and set, consistent with the mode of functioning of this organization, all Association policy, and for the Association's Executive Council (also herein referred to as the Council, or as the Officers of the Association, or as the EC) which shall provide leadership for the Association and carry out the decisions of the Board to the best of its ability. The Association is organized and certified as a non-stock, non-profit corporation entitled to engage in any lawful act or activity exclusively for educational, scientific, and charitable purposes except that no part of the activities of the Association shall consist of the carrying on of propaganda, or otherwise attempting to intervene in any of these Articles, nor otherwise engaging in activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3), or by an organization, contributions to which are deductible under Section 170(c)(2), of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). |
| ARTICLE I: Name and Purpose |
Section 1. Name: The name of this professional organization is the Association for the Advancement of Gestalt Therapy, also referred to by its initials, AAGT, and also, herein, as the Association. Section 2. Purpose: The purpose of the Association shall be to support the professional and personal associating and advancing of persons interested in participating in a forum committed to the preservation and advancement of the philosophy, theory, practice, and research of Gestalt therapy and its various applications. In furtherance of this purpose, AAGT shall encourage the development and application of principles and practices in the organization consistent with the following tenets:
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| ARTICLE II: Registration, Offices and Agents |
Section 1. Association Registration The Association is registered as a legal entity with The Secretary of State in the State of Delaware and is filed accordingly with The Register of Deeds in Delaware as a non-stock and non-profit corporation Section 2. Permanent Address The permanent address of the Association is that of the Association's "Registered Office" which is located at 201 North Walnut Street, Wilmington, County of New Castle, Delaware 19801; Telephone # (302) 575-0440; FAX # (302) 575-1346. Section 3. Registered Agent The "Registered Agent" of the Association is The Company Corporation, which is located at the above address of the registered office. Section 4. Working Office The "Working Office" of the Association is that office where Association archives and records are maintained which shall be located at the home office of the Founding Secretary, 511 Beryl Drive, Kent, Ohio 44240, until such time that other suitable location(s) may be designated by the Board of Directors. |
| ARTICLE III. Constituency, Membership and Privileges |
Section 1. Constituency The Association is a voluntary organization of individuals expressing their interest(s) in Gestalt Therapy. Participation shall be open to persons of all nations in the world, who shall be treated with respect and without discrimination on the basis of race, gender, national or ethnic origin, religion, sexual orientation, age, mental or physical disability. The Association shall undertake and encourage activities and may also develop programs which have as their goal the amelioration of conditions that may restrict members from full participation in the Association. Section 2. Membership There are two classifications of membership in AAGT – Individual and Organizational. Members of the Association shall be persons interested in the history, development, preservation, and/or advancement of the Gestalt approach who pay an annual membership fee (the amount of which shall be designated by the Board of Directors and paid to the Treasurer by each member annually) and who otherwise meet the standards prescribed by these By-Laws. The designation Member, as used in these By-Laws, shall be deemed the preferred classification of all persons and organizations belonging to the Association, although at some time it may also include various other categories of membership such as "Honorary Fellow", "Charter Member", "Emeritus Member", or "Sustaining Member”, or any other categories so recommended by the Board of Directors and approved by the membership at a general meeting of the Association. Within the Individual Membership category, AAGT has determined to provide a reduction in annual dues for certain groups such as couples, students, and retired members. Membership may be terminated by the Membership Committee or by the Executive Council for non-payment of dues and for other criteria to be determined by the Board of Directors and approved by the membership. Section 3. Membership Privileges Members shall have the right and be encouraged to express their individual opinions and convictions, to secure fair consideration, to vote at Annual Meetings, to hold office (providing prerequisites are met), and to have their voices be heard in this Association. Membership in the Association is not credentialing nor is it intended to imply or to convey that members have met any minimum standards of training, any criteria for certification, any level of knowledge, nor the mastery of any skill as a Gestalt therapist. |
| ARTICLE IV: Meetings, Conferences and Conveyances |
Section 1. Annual Meeting There shall be an Annual Meeting for members of the Association, presided over by the President, for the purpose of including members in the activities of the Association. This shall include but not be limited to the election and appointment of Officers and Board of Directors and for the transaction of such other business as may come before the membership. The time and place of Annual Meetings shall be decided by the Board of Directors. Members shall be notified in the AAGT Newsletter by the President or his/her designee as to the time, place and tentative agenda of Annual Meetings. Section 2. Other Meetings The Board of Directors may call special meetings or hold special conferences at locations, for the furtherance of the purposes of the Association and shall give notice of said meetings to the members in the AAGT Newsletter. Section 3. Meetings as Form, Forum and Process The form and forums of all meetings shall be based on Gestalt Therapy principles of organismic self-regulation, good figure/ground formation, quality contact and respect for the functional resistance necessary for structure that supports sufficient flexibility to provide nourishing ground for personal and professional integrity, meaningful interpersonal interaction, inclusionary decision-making, personalized networking, and professional development among the members of the Association. In accordance with the Gestalt principles which precipitated and guided the inception and development of this Association, the form and forum for the decision-making process of the Association shall be concerned with the human and decisional processes as well as with the outcome and products of those decisions. Community Meetings were developed for the presentation and discussion of issues pertinent to the Association. The Association's founders placed a high priority on major decisions being made in an open forum where face-to-face contact is possible and where consensus is sought, rather than voting as accorded by "Robert's Rules of Order." Consensus encourages the expression of feelings and dissenting opinion, whereby both majority and minority views are aired openly on the decisional issue before the body. If time permits, each member shall have a voice if s/he so wishes to express it, providing it pertains directly to the task/issue at hand. After a consensus has been reached there shall be an attempt to include the minority/dissenting part into the whole. In situations or cases wherein consensus cannot be reached or time constraints do not permit the full expression and articulation of the opinions and feelings of all present, the act of a majority of members present in the meeting shall be the treated as the act of the Association unless otherwise precluded by law or these By-Laws. Because Gestalt therapists encourage, respect and support alternative voices, value non-confluent relationships by owning and expressing differences, engage with resistances as "the energy, not the enemy," identify and work with polarities in the field, and honor dialogical processes as the heart and soul of Gestalt methodology, the "Covenant of Community" was developed and approved at AAGT's 2002 Gestalt Conference. This was done to provide supplemental guidance for and a commitment to creating and sustaining dialogue in our Gestalt community. The "Covenant of Community" invites AAGT members to subscribe to the following dialogical processes, particularly when encountering dramatic differences:
Notice: Ninety days notice is to be given to the membership via e-mail and regular mail for any item to appear on the agenda of any meeting open to the membership and at which a vote of the membership is required. This does not restrict the right of any member to add a new issue to the agenda at any meeting of the membership. Section 4. Conveyances and Publications The Association may publish and distribute such materials, newsletters, journals, tapes, films, or other matter that may be of interest to the membership as may be authorized by the Executive Council and/or Board of Directors. The official publication for the conveyance of information relative to the functioning of the Association shall be the AAGT Newsletter to be published on a regular basis and edited by the Director of Publications, an appointed member of the Board of Directors. Endorsements appearing in any publication of the Association shall be approved by the Executive Council. The Administration and direct management of AAGT publication activity shall be under the auspices and direction of the Director of Publications in consultation with the President and/or his/her designee from the Board, and/or member(s) of the Association with expertise in editing and publication. |
| ARTICLE V: Organizational Structure and Governance | ||||||||||||||||||||||||||||
Section 1. Board of Directors The activities and affairs of the Association shall be the responsibility of the Board of Directors (Board), a body of Association members determined by these By-Laws to include an Executive Council and other Board Members. Only members of the Association shall be eligible to serve on the Board. The Board is expressly authorized, in accord with the AAGT Articles of Incorporation, to make, alter or repeal Association decisions within the constraints provided by Delaware law pertaining to non-profit, non-stock corporations, to wit, "the Board of Directors shall not exercise any power of authority conferred herein or by Statute upon the members." To facilitate the smoother functioning of the Association, the Board may delegate to the Executive Council all the powers of the Board necessary to carry on the management of the Association's activities and affairs. A. Composition of the Board of Directors The Board of Directors shall consist of: 1. The Executive Council (Association Officers) The Executive Council (EC) is part and parcel of the Board of Directors and shall be composed of five (5) Association Officers -- the President, the Vice President (who shall be the President-Elect one year and the Vice/Past President during the year succeeding the president's two year term), the Secretary, the Treasurer, and the Continuing Education Officer. 2. Additional Members of the Board of Directors Composition of the Board of Directors shall be determined at the Association's Annual Meetings. In addition to the Executive Council, people elected or appointed to the following offices shall constitute the Board of Directors: the Director of Publications, the Treasurer-Elect, the Membership Chairperson, the Association Archivist, the OM (Organizational Members') Representative, the RCP (Regional Contact Persons') Representative, and the Coordinator of Interest Groups. C. Election Procedures Officers and other Board members shall be elected or appointed (as designated in these By-Laws) at the Annual Meetings of the Association by those members present. As with other decision-making processes described in these By-Laws, the election or appointment to positions on the Board shall be by consensus of members present at the Annual Meetings unless consensus is impossible or improbable within the time constraints of the meeting; in which case, a majority vote (over 50%) of those present shall suffice to determine the outcome of the election. The Vice President shall be responsible for the preparation and organization of the election, including the recruitment and presentation of nominees. If an Elections Committee is to be utilized, it shall be the responsibility of the Vice President to organize such a committee as an ad hoc group for the purposes of recruiting and nominating members who meet the requirements of the office as stated herein and who are willing and able to serve AAGT as leaders on the Board of Directors. Fair notice of open positions on the Board and the terms of office shall be announced in the AAGT Newsletter prior to the Annual Meeting; such announcement being the responsibility of the Vice President. Members interested in running for office should notify the Vice President or a Board member and shall be invited submit a position paper in the AAGT Newsletter and/or at the Annual Meeting. Election of officers shall be by a majority vote of members in good standing at the annual meeting at which elections are held. D. Terms of Office In order to maintain optimal levels of awareness, organizational interaction and vital contact, the terms of office on the Board shall be for terms varying from 1 to 3 years, with terms of office being as follows: 1. Executive Council
2. Additional Board Members
E. Board Quorum It shall be necessary to have a majority (over fifty percent) of the Board members involved in the consensus and/or voting process, to constitute a quorum. F. Manner of Acting as a Board and AAGT Decision-Making Process In accordance with the Gestalt principles which precipitated and guided the inception and development of this Association, the form and forum for the decision-making process of the Board shall be the same as that of the Association; namely that it shall be concerned with the human and decisional processes of the Board as well as with the outcome and products of those decisions. Board decisions will be made preferably through consensus-seeking rather than by majority vote, whereby protocol encourages the expression of feelings and dissenting opinion; and whereby both majority and minority views are aired openly on the decisional issue before the body. Each member shall have a voice if s/he so wishes to express it, providing it pertains directly to the task/issue at hand. After a consensus has been reached there shall be an attempt to include the minority/dissenting part into the whole. In situations or cases wherein consensus cannot be reached or time constraints may not permit the full expression and articulation of the opinions and feelings of all present, the act of an absolute majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board except where otherwise precluded by law or these By-Laws. G. Official Board Minutes The Secretary shall keep a copy of the Official Minutes of all meetings of the Executive Council and Board. A copy of the minutes shall be distributed as appropriate by the Secretary to members of the Board and be published in the AAGT Newsletter within a reasonable length of time following each meeting. H. Board Vacancies Vacancies on the Board, which occur between annual meetings, may be filled by presidential appointment, with the approval of the Board. Section 2. Executive Council The Executive Council, also referred to variously as Council, Association Officers, and EC is constituted by and empowered to function in behalf of the Board of Directors and the Association. The Association designates to the Executive Council all the powers of the Board necessary to carry on the management of the Association's activities and affairs. It shall consist of AAGT's President, Vice President Elect (which shall be either the Past-President or the President-Elect, except in 2004-2005 when both are active members of the EC), Secretary, Treasurer, and Continuing Education Officer. Succession of all offices shall take place during the Association's annual meeting. In the event of illness, absence, or any other reason causing inability of an officer to serve, the Board of Directors may act to fill the office until the next regular election or until the officer is able to return to her/his office. The officers and their duties are as follows: A. President Becoming the Association's President involves a four-year commitment. The first year of a President's term is as President-Elect and is equal to the year succeeding the Past-President's presidency. The President-Elect is Vice-President in the year before taking office as President (i.e., the 2nd year of the previous presidency), and in the year after his/her Presidency (i.e., the 1st year of the next presidency) the Past-President is again a Vice-President; thus, a four-year block committed to the leadership of the Association. As the Presiding Officer of the Association the President shall preside over and provide leadership for the Executive Council, the Board of Directors and the Association of members. It shall be the responsibility of the President to perform the following duties:
B. Vice President Elect and Vice/Past President The Vice-Presidency provides for involvement in the leadership of AAGT both as an "intern" (as President-Elect) and as an experienced mentor (as Vice/Past President). The first year in office as President-Elect is equal to the year succeeding the Past-President's presidency, serving as Vice-President in the year before taking office as President (i.e., the 2nd year of the previous presidency). In the year following his/her Presidency (i.e., the 1st year of the next presidency) the Past-President is again a Vice-President. The President-Elect shall be elected at the Annual Meeting during AAGT's Biennial Conferences for a one (1) year term and shall serve in this office on the Executive Council and Board of Directors with the intent of it being a "presidential internship," while simultaneously fulfilling the role of Vice President, prior to assuming the duties of President. It shall be the responsibility of the Vice-President to perform the following duties:
C. Secretary The Secretary shall be elected to a two (2) year term of office, beginning in the year 1992 and in the even-numbered years thereafter, and shall serve as a Member and Secretary of the Executive Council, of the Board of Directors, and of the Association. The Secretary shall:
D. Treasurer The Treasurer shall be elected to a 3-year term of office beginning in 2004 and every third year thereafter. S/he shall serve as a member of the Executive Council and the Board of Directors and serve the Association as Treasurer with the following responsibilities and duties:
F. Continuing Education Officer The Continuing Education (CE) Officer shall be appointed by the Board (based on review of qualifications and recommendations by the Executive Council) to a three (3) year term of office, commencing in the year 1998, to serve as a member of the Executive Council and Board of Directors. His/her duties and responsibilities shall include:
In addition to the Executive Council, other Members of the Board shall include members fulfilling the following offices and duties: A. Treasurer-Elect This office was created to provide the opportunity for someone interested in becoming the finance officer of the Association to serve the maximum of a one-year internship in order to “learn the ropes” of the office of Treasurer. While not yet a member of the Executive Council, the person fulfilling this role shall participate in as many monthly conference calls as possible and attend to the following responsibilities that involve becoming knowledgeable of the financial responsibilities of the Association, including but not limited to obtaining knowledge of:
B. Director of Publications The Director of Publications shall serve as the Editor of the AAGT Newsletter and other association publications, being appointed by the Board of Directors (based on a review of qualifications and recommendation by the Executive Council) to a three (3) year term of office, commencing in the year 1993 and every three years thereafter, and shall serve on the Board of Directors with the following duties and responsibilities:
C. Membership Chairperson The Membership Chairperson shall be elected to a three (3) year term of office, commencing in the year 1995 and every third year thereafter, to serve as a member of the Board of Directors. Her/his duties and responsibilities shall include:
D. Association Archivist There shall be an Association Archivist appointed by the Board of Directors (based on a review of qualifications and recommendation by the Executive Council) to a three (3) year term of office, commencing in the year 1994 and every three years thereafter, and shall serve on the Board of Directors with responsibilities for the following duties:
E. Organization Members' (OM) Representative The person elected to serve on the Board as the representative of Gestalt Institutes and other Gestalt organizations shall serve a one-year term of office commencing at our Annual Meetings. His/her duties and responsibilities shall include:
F. Regional Contact Persons' (RCP) Representative The Representative of Regional Contact Persons (RCPs) shall be selected annually by and from among the Regional Contact Persons to a one-year term of office commencing in the year 2004 and every year thereafter to serve as a member of the Board of Directors. Her/his duties and responsibilities shall include:
Members of the Association who share common professional interests involving Gestalt Therapy and/or the Gestalt Community may desire to organize into Regions, each of which shall have an RCP (Regional Contact Person). The number of Regions in the Association shall be determined by geography and the interest generated amongst the membership. RCPs may be self-nominated/volunteers, or selected by constituents in their respective regions. RCPs may be removed for cause, and may be so done by the majority vote of the Board of Directors upon the recommendation of the RCP Representative. The duties of RCPs shall include, but not be limited to the following
G. Interest Groups' Coordinator The Coordinator of Interest Groups shall be elected to a three (3) year term of office, commencing in the year 1992, and every three years thereafter, to serve as a member of the Board of Directors. Her/his duties and responsibilities shall include:
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