Article 1: Name

The name of this organization shall be the Midwest Society for Behavioral Medicine and Biofeedback. Hereinafter it shall be called the Society.

Article 2: Purpose

The purpose of the Society is to:

  • Encouragement of scientific research and expansion of clinical and educational applications of behavioral medicine, biofeedback, and applied psychophysiology.
  • Integration of behavioral medicine and biofeedback with other self-regulatory methods.
  • Promoting high standards of professional practice, ethics, and education.
  • Increase member knowledge through events, publications, and educational programs.
  • To provide a forum for the exchange of clinical information and scientific knowledge.
  • Promote awareness of biofeedback for professionals as well as the general public in the benefits of self-regulation.

The Society is organized for the purpose of carrying on educational and scientific objectives and is not to be operated for profit.

Article 3: Ethics

Members of the Society shall be bound by a Code of Ethics adopted by the Society, as well as the code of ethics of their professional organizations.  The Ethics Committee will consist of a Chair, and at least 3 members of the Society, representing psychology, counseling and social work, if they are available. The Ethics Committee is responsible for disseminating information, fielding questions, and making recommendations.  The Ethics Committee has no authoritative power.

Any Members who are involved in the clinical practice of psychophysiology/behavioral health should have a license to practice in the state they are practicing in and are expected to comply with the laws in the state in which they practice.

Article 4: Membership

Membership in the Society does not signify licensure, certification, or permission to practice psychophysiology or behavioral health.

  1. Membership in the Society shall be comprised of the following categories:
    • Regular Member: Persons interested in the scientific and professional advancement of applied psychophysiology and biofeedback who hold an advanced degree; or the equivalent entry level degree for the specific discipline in which the individual practices, teaches or does research. Regular members have all rights and privileges of membership, including the right to serve on committees, to vote and hold office.
    • Individual Associate Member: Persons interested in the scientific and professional advancement of applied psychophysiology and biofeedback who do not meet the qualifications for regular membership. Individual associate members have all rights and privileges of membership including the right to vote and hold office.
    • Corporate Associate Members: Corporations or firms interested in the scientific and professional advancement of applied psychophysiology and biofeedback. Corporate members will be granted rights and privileges and benefits of membership as determined by the Board.
    • Student Members: Full-time students of accredited academic institutions with interests in applied psychophysiology and biofeedback who do not have an entry level degree or who are students may become student members. Student members have all rights and privileges of membership including the right to vote and hold office.
    • Honorary Members: Any individual who has made an outstanding contribution to the betterment of the Association or profession and who has been so designated by the Board. Honorary members are exempt from dues, and have all rights of membership except to vote and hold office.
  2. Resignations:
    A member may resign at any time, but such resignation shall not relieve the individual from payment of dues for the unexpired portion of the member’s current dues year or give any right to rebate of dues paid or any right to a prorated share of the assets of the Association. All resignations shall be made in writing to the Association.
  3. Removal:
    Any member may be removed from membership for cause by the Board by a two-thirds vote. For any cause other than nonpayment of dues, removal shall occur only after due process procedures of the Society’s Ethics Committee have been followed.
  4. Other categories:
    The Board may establish other membership categories as appropriate.

Article 5: Dues, Fees and Assessments

  1. The Board shall determine dues and benefits for all categories of membership annually.
  2. Nonpayment of dues shall be considered as equivalent to a resignation from the Society.
  3. All fees and assessments shall be determined by the Board as needed.

Article 6: Board

  1. The Board shall consist of the officers of the Society and five additional Board Members-at-Large, all of whom shall be members of the Society. Board members shall serve two-year terms, with consecutive terms permissible. Regular meetings of the Board shall be held at least annually, at times and places specified by the Board. A quorum at any Board meeting shall consist of a majority of the Board’s membership.
  2. Notice of Board meetings shall be emailed to each Board member at least two weeks in advance of a scheduled Board meeting.
  3. In the case of disability or resignation of a Board member, the Board shall fill the vacancy for the remainder of the Society’s year. A membership election for the remainder of the vacant Board term will be held at the next regularly scheduled Society election.
  4. The Board shall have the authority to take such actions as are necessary for the conduct of the Society’s affairs in accordance with these Bylaws.
  5. Action taken by a mail, telephone, fax, or e-mail ballot of the Board members shall be valid action of the Board so long as the balloting is conducted in accordance with Michigan corporate laws and shall be reported to the Board within one month of the close of the ballot.

Article 7: Powers and Duties of Officers

  1. The officers of the Society shall be: the President, the President-Elect, the Immediate Past President, the Secretary and the Treasurer, all with vote. They shall hold office until their elected successors take office.
  2. The President shall be a member of the Society who has just completed his/her term as President-Elect. The President shall represent the entire membership and the best interests of the Society. The President shall be the official spokesperson for the Society, but may assign this authority. The President shall serve as the presiding officer of the Society and as Chairman of the Board of Directors. The President shall support and defend policies and programs adopted by the Board of Directors and membership. The President shall be an ex-officio member of all committees of the Society except as otherwise provided.
  3. The President-Elect shall be a member of the Society who is elected by the membership. He/she shall take office as President-Elect at the close of the annual meeting at which his/her election results are announced. He/she shall serve as presiding officer of the Society in the absence of the President. The President-Elect shall become familiar with the presidential duties and shall perform such duties as are delegated by the President and/or Board of Directors. The President-Elect shall act in the President’s absence or disability.  The President-Elect shall help formulate Society policy, and shall assist the President, upon request. The President-Elect automatically succeeds to the office of President. If the office of President becomes vacant, the President-Elect shall serve as President for the unexpired term and shall serve as President for the term to which he/she was elected. In the event that the President-Elect shall not be able to serve, a President-Elect shall be nominated by the nominating committee and a special election held. The new President-Elect will take office immediately.
  4. In the event that both the President and the President-Elect shall be unable to serve, the Board shall elect one of its members to serve as President of the Society until the next regular election, when a new President and President-Elect shall be elected. The new President shall take office immediately.
  5. The Immediate Past-President shall serve on the Board for the year immediately following his/her presidency, and shall have such duties as the Board or the President may designate.
  6. The Treasurer shall be a member of the Society and shall be elected by the membership. The Treasurer shall deliver a report for each fiscal year to the Board.
  7. Any Officer or Board member may be removed from office before the expiration of his/her term by a three-fourths vote of the Board if evidence is present that the best interests of the Society are not being served.

Article 8: Annual Meeting

There shall be an annual meeting of the Association at a time and place to be determined by the Board.

Article 9: Finances

  1. The fiscal year of the Society shall be set by the Board.
  2. All officers and agents of the Society responsible for the receipt, custody and disbursement of funds may be required to give bond for the faithful discharge of their duties in such sums and with such sureties as the Board may determine.
  3. All checks, drafts, and other orders for the payment of money shall be signed by such agent or agents of the Association and in such manner as shall be determined by the Board.
  4. The Board can call for an audit by a CPA as it deems necessary.

Article 10: Nominations

  1. The Nominations committee will be made up of appointees of the President, made up of members of the society.
  2. The Nominations Committee shall prepare a ballot of nominees for vacant Board positions in time for the elections at the annual meeting.
  3. Nominations will be listed on the web site, and published in the newsletter and MSBMBmembers yahoo group, if available.

Article 11: Elections

  1. Ballots will be available at the annual meeting.
  2. Mail-in ballots may be requested my members unable to attend the annual meetings, and must be received by the Nominating Committee before the Annual meeting.
  3. A count shall be made by the Nominating Committee of the votes and a report made to the Board and the membership. Tie votes shall be resolved by a vote of the Board. This section shall apply to all elections unless otherwise specified in these Bylaws.
  4. A complete file of all ballots, tallies, and documents of Election Committee actions shall be maintained in the President’s office for a period of at least one-year.
  5. Announcement of election results shall be made by the President at the Society’s Annual Business Meeting, the MSBMBmembers yahoo group, and in the newsletter of the Society if available.

Article 12: Referendum

Upon petition of ten percent of the voting members in good standing, whichever is smaller, a request for a mail vote of the members of the Society upon any matter, not involving an amendment to the Bylaws, may be addressed to the Board. If the matter is not inconsistent with these Bylaws, the Board shall present it to the membership for a mail ballot. The ballot shall contain a statement of the arguments for and against the new provisions. The issue will be decided by majority of those voting.

Article 13: Non-Inurement

No part of any income, revenue or grant of, or to the Society, shall inure to the material or pecuniary benefit of members, officers or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered in furtherance of one or more of its purposes.

Article 14: Dissolution

On dissolution of the Society, any funds remaining shall be distributed to one or more not-for-profit, charitable, educational, scientific or philanthropic organizations to be selected by the Board.

Article 15: Indemnification

  1. The liability of a Director of the Society for monetary damages for breach of fiduciary duty as a Director (including each and every such liability to the members of the Society, to the Society, or to any one or more of them) shall be eliminated to the fullest extent permitted by law in each and every case where such liability may be eliminated in any respect. An employee or agent of the Society is entitled to mandatory indemnification and is entitled to apply for court ordered indemnification to the same extent as provided by law for a Director or Officer of the Society.
  2. The foregoing sentence does not limit the right of the Society to indemnify and advance expenses to an officer, employee or agent of the Society, who is not a Director, to a greater extent than it may indemnify or advance expenses on behalf of a Director.
  3. Any claims or other disputes arising between or among a member or members, the Society or any of its officers, directors, employees, or agents concerning any act or omission to act on behalf of the Society or otherwise relating to the Association or its affairs shall be resolved within the Society in accordance with its policies and procedures. The resolution within the Society will be the final determination of the dispute.
  4. If any member fails to abide by such resolution of the dispute within the Society or ground exist that would permit a court to overturn or modify the Society action or grant any other relief or redress subject to the policies and procedures of the Society and Michigan law, the parties shall seek relief or redress only through arbitration in Michigan. The party commencing such a proceeding shall pay any costs of any court or arbitration proceeding including reasonable attorney’s fees that are expended in the defense of such proceedings where such party does not prevail.

Article 16: Parliamentary Authority

Roberts Rules of Order shall serve as the Parliamentary reference to govern the proceedings for any or all matters of the Society, or its divisions or sub-groups unless provided otherwise in the Society’s documents or the law.

Article 17: Operating Procedures

The Board may adopt operating procedures, which may not be in conflict with these Bylaws, to govern its procedures. Such rules may be adopted or repealed by a two-thirds vote of the Board. Proposed operating procedures must be presented in writing to the Board not less than two weeks prior to its meeting.

Article 18: Amendments

  1. The Bylaws of the Society may be amended by a two-thirds vote, of the eligible members voting. Amendments to the Bylaws will be conducted by mail ballot or email ballot. Ballots are valid if postmarked within thirty days of the date mailed.
  2. Amendments may be proposed by the Board or by petition signed by ten percent or more of the full members of the Society. Votes postmarked within thirty days of mailing will be counted under the supervision of the Board, at which time the amendment, if passed by two-thirds vote, shall go into effect.

Article 19: Affiliation

The Society exists as a State Chapter of the Association for Applied Psychophysiology and Biofeedback.