Austin Center for Emotionally Focused Therapy

Article I.  The Organization

§ 1.Purpose of Bylaws

These Bylaws constitute the code of rules adopted by the Austin Center for Emotionally Focused Therapy (ATXCEFT) Community for the regulation and management of its affairs.

§ 2.Purpose of the Organization

Austin Center for Emotionally Focused Therapy is a not-for-profit, membership organization organized under the laws of the state of Texas.  The purpose of the Austin Center for Emotionally Focused Therapy is the promotion, development, training, and support of therapists within the Emotionally Focused Therapy model.

§ 3.Dedication of Funds

The Organization will operate on a not-for-profit basis.  No dividends or distributions will ever be paid to Members, Directors, or officers of the Organization.  All income from whatever source derived will be committed to the benefit of the organization.

Article II.  Members

§ 1.Classes

There shall be three classes of members.  The classes will be designated as general members and affiliate members.

a.Professional Members

Professional membership is open to licensed therapists who have undertaken an approved EFT Externship and are current members of ICEEFT. Members shall have the right to vote for the election of Directors, Amendment of these Bylaws, and on all other matters contained in these bylaws that members are allowed to vote on.  The Executive Committee shall develop a list of the other benefits that general members receive. 

b.Affiliate Members

Affiliate membership is open to therapists in the community who are interested in learning more about EFT but have not yet taken an externship. They are eligible to attend trainings and meetings but are ineligible to vote; for the purposes of these by-laws, any section referring to “members” refers to general members who have voting privileges unless otherwise specified.

b.Student Members

Student membership is open to students currently enrolled in Master’s and Phd programs.  They are eligible to attend trainings and meetings but are ineligible to vote; for the purposes of these bylaws, any section referring to “members” refers to general members who have voting privileges unless otherwise specified.   

§ 2.Fees 

Annual membership fees shall be payable by all members, including affiliated members.  Different types of members may be established by the Executive Committee such as full member, affiliate, student, etc.   Each year the Executive Committee shall determine the amount of dues for each class and type of member.  

§ 3.Annual Meeting

A meeting of the members shall be held annually at such place and at such time as is designated by the President or by resolution of the Executive Committee.  The Executive Committee will give an annual report to the members, and will be open to members input as to current and future goals of the organization.   Written notice of annual meetings shall be sent to all members of record ten days prior to the date of such meeting.  The notice shall state generally the purpose and the place, date and hour of the meeting.  

§ 1.Special Meetings

Special meetings of the members may be called by a majority vote of the Executive Committee.  Written notice of annual meetings, which may include email, shall be sent to all members of record ten days prior to the date of such meeting. The notice shall state generally the purpose and the place, date and hour of the meeting. A special meeting may also be convened based on the written demand of one-quarter of the members. Such written demand shall specify the date and the month of the meeting which shall between one and three months from the date of such written demand. 

§ 4.Quorum 

One-third of the members will constitute a quorum for the conduct of business either at the Annual Meeting or at Special Meetings. A two-thirds majority of the members at a properly called meeting of the Membership will be required for the members to remove Directors of the Executive Committee as provided in Article III.

§ 5.Voting

Any general member in good standing shall be entitled to one vote.  There shall be no vote by proxy.  Each member can vote by absentee voting if unable to vote in-person. In order to obtain an absentee ballot, members must contact the Executive Committee at least five days prior to the election.  Voting may also be conducted through electronic mail.  

§ 6.Records

Minutes of the proceedings of members, directors, executive and other committee meetings shall be kept.  Any member in good standing has a right to examine records of the organization that are not confidential in nature.

Article III.  Executive Committee

§ 1.Authority

Except as to those powers otherwise provided by law, the Executive Committee of Austin Center for Emotionally Focused Therapy, elected and appointed under the provisions of this Article, will manage the business and affairs of this Organization, subject to the Texas Non-Profit Organization Act, and these Bylaws.

The primary duty of the Directors shall be to evaluate and approve the basic objectives and broad policies of the Organization and to assure their effectuation in accordance with the purposes and philosophy of the Organization. The Executive Committee is responsible for the day-to-day operations of the Organization.  The Executive Committee may assign some or all of these duties to others. Included among the duties of the Executive Committee are:

• Hiring staff and developing and communicating responsibilities
• General oversight and guidance for staffing and day-to-day operations, including general administration, general website, members’ website, etc.
• Review, approval and direction for the implementation on initiatives proposed by committees
• Chair various committees and attend committee meetings
• Invite volunteers and appoint committee members
• Review and approve budgets, financial statements, etc. 
• Ensure that decisions taken and initiatives implemented are consistent with the mission statement of the Austin Center for Emotionally Focused Therapy and the Vision, Mission and Core Values and Principles the International Centre for Excellence in Emotionally Focused Therapy (ICEEFT). 
• Engage outside professionals as needed such as accountants and legal advisors
• Ensure that the bylaws are upheld 

§ 2.Qualifications

To be eligible for nomination and/or election as a Director, a person must be a member in good standing of the Austin Center for Emotionally Focused Therapy. Directorships will not be denied to any person based on race, creed, gender, religion, or national origin.

§ 3.Selection process

a.Elected Director Seats

The Executive Committee will consist of six elected seats. The executive committee will consist of five Directors and one Advisory Director.  The Directors shall be a President, Vice President, Secretary, Marketing and Communication Director, and Treasurer.  The advisory director shall be the Executive Director.  At least sixty (60) days prior to the election, the Secretary shall send a notice to all members announcing the number and term of Director seats to be filled.  Interested voting members shall have thirty (30) days to submit, in writing, a statement of candidacy.  The list of candidates shall be distributed by the Secretary at least ten (10) days prior to the election.   Directors shall be elected by a majority vote of the voting members.

Each seat will consist of two-year terms. A Director may serve two full consecutive terms.  After serving two consecutive terms, a Director must vacate their seat for at least one year before seeking re-election to another term with the exception of the Executive Director as provided in Article IV. The elected seat terms are to be staggered such that no more than three seat terms expire each year.  In the event that a Director completes part of a term (e.g. upon being appointed to fill the vacant seat of a Director who has resigned), they may still complete two full terms before requiring to vacate their seat for at least one year. 

b.Advisory Director Seats

The elected Directors may appoint any number of advisory Directors who have the right to participate in all meetings but will not have the right to vote.

c.Replacement Director

If a Director’s seat is rendered vacant, the elected Directors may appoint a replacement Director to serve for the remaining term of the vacated seat.  

d.Appointment of Directors

All appointments of Directors must be approved by the affirmative votes of a majority of all the elected Directors then in office.

§ 4.Removal by the Executive Committee

Any elected Director may be removed or suspended from the Executive Committee with or without cause by the Officers of the Organization only after reasonable notice and an opportunity for that Director to be heard. Elected Directors absent from regularly scheduled meetings, without excuse, for two consecutive meetings may be removed from the Executive Committee by the majority of the remaining Directors.

Any reprimand, discipline or removal of Directors or officers by the Executive Committee, including the Executive, Director must be approved by the affirmative votes of a majority of all the voting Directors then in office.

§ 5.Removal by the Members

The Members may remove any elected or appointed Director by a vote of two-thirds of those voting at the Annual Meeting or a special meeting called for that purpose.  A Director who is removed by the members is thereby also removed from any office the Director may hold.

a.Notice

No motion to remove a Director by the members may be entertained unless all members were conspicuously notified that removal of Directors would be proposed at the meeting.  This notice may be included in the official notice of the meeting or it may be a separate notice sent to each member at least ten days before the meeting.

b.Disqualification

A Director removed by the members may be re-elected as a Director by the members; however, a Director removed by the members may no longer serve as an appointed Director.  A Director removed and then re-elected by the members is also eligible to be elected as an officer of the Executive Committee.

c.Replacement

If the members remove one or more Directors, they may at the same meeting fill any vacancies by election; if the Members fail to fill any vacancies by election, the remaining Directors are authorized to fill the vacancies by appointment in the same manner as described in Article III, Section 2.  If the entire Executive Committee is removed and the members fail to fill any vacancies by election, the removal shall be void and the previous Executive Committee shall continue to serve as before the election.

§ 6.Resignation

Any Director may resign at any time by delivering a written notice to the Secretary or President of the Executive Committee.  Such resignation will take effect upon receipt or at the time specified in the notice.

§ 7.Presence through telecommunications equipment

Unless otherwise provided by law, Directors may participate in a meeting of the members by means of a conference telephone or similar equipment through which all persons can communicate with each other at the same time, and participation at a meeting in this manner shall constitute presence at the meeting. 

§ 8.Executive Committee Meetings

a.Regular Meetings

Regular meetings of the Executive Committee will be held each month or more frequently as deemed necessary by the Executive Committee.  The schedule for the meeting time and place may be fixed or the meeting time and place may be determined at the previous regular meeting.  

b.Special Meetings

The President may call a special meeting of the Executive Committee.  The President also will call such a meeting if directed to do so by a written demand of any three Directors or a written demand of one-quarter of the Members.  Notice of the date, time, place, and purpose of special meetings will be sent to each Director not less than ten days prior to the meeting.  The President may call an emergency meeting with shorter notice.

c.Actions without a Meeting

Any action required or permitted to be taken by the Executive Committee under the Texas Non-Profit Organization Act, and these Bylaws may be taken without a meeting if all the Directors are informed and a majority of the Directors individually and collectively consent in writing, which may include email, setting forth the action to be taken.  Such written consent will have the same force and effect as a majority vote of the Executive Committee.

§ 9.Quorum

A majority of the incumbent Directors—not counting vacancies—will constitute a quorum for the purpose of conducting ordinary business.  A majority vote of the Directors attending Executive Committee meetings where a quorum is present will constitute an act of the Executive Committee except as otherwise provided in these Bylaws.

§ 10.Compensation

Directors shall not receive compensation for their services as such, but may be reimbursed for bona fide expenses incurred arising out of services rendered on behalf of the Organization.  However, nothing herein shall prohibit payment of compensation to an individual serving as a Director who renders services to the Organization in another capacity, except as provided in Article VII (Conflicts of Interest).

Article IV.  Officers of the Executive Committee

§ 1.Election of Officers

The nomination and election of all elected officer positions shall be conducted annually.  All voting members of the Chapter shall have the right to vote in the election which shall be conducted by mail ballot (email or postal). Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, or sexual orientation is forbidden.  Candidates who are elected shall assume office on the first day of January following their election and shall hold office for the tenure of their office, or until their successors have been elected and qualified.  

§ 2.Removal of Officers

The Executive Committee, by the affirmative vote of a majority of all the voting Directors then in office, may remove any of its officers at any regular or special meeting.  No motion to remove an officer may be entertained unless one or more of the Directors proposing the removal gave each Director at least ten days written notice of the time and place of the meeting and of the intention to propose the removal of an officer at that meeting.

§ 3.President

The President will preside at all meetings of Members or Directors and will call Special Meetings of members or Directors as provided in Article II and Article III.  The President will keep well informed about the condition of the Organization, will bring before the Executive Committee all matters requiring its consideration, will take care that the policies and decisions of the Executive Committee are faithfully executed, and will perform all other duties delegated by the Executive Committee.

§ 4.Vice President

The Vice President will act in place of the President in the event of the President’s absence, inability, or refusal to act, and in the case of death, resignation, or removal of the President, will succeed to the office of President.  The Vice President will oversee the membership of the organization.  The Vice President will manage the membership email listserv for active members and oversee member outreach. 

§ 5.Secretary

The Secretary will record, or ensure that someone records, minutes of all meetings of members and Directors, and will maintain a permanent file of minutes and other documents and records of the Organization’s business, except that the Secretary will not be responsible for the financial records maintained by the Treasurer.  The Secretary will see that all books, reports, statements, certificates, and other documents and records of the Organization are properly kept and filed, except that the Secretary will not be responsible for tax returns.  The Secretary will see that all notices are duly given in accordance with these Bylaws or as required by law.

§ 6.Treasurer

The Treasurer will maintain the financial records of the Organization and will perform in general all duties incident to the office of Treasurer.  The Treasurer will perform such other duties as may be required by law, or by these Bylaws or duties that are assigned from time-to-time by the Executive Committee.  The Treasurer will prepare a monthly report for the Executive Committee providing an accounting of all transactions and of the financial condition of the Organization and an annual financial statement after each fiscal year.  The Treasurer either will perform these duties personally or will monitor their performance by an accountant or a bookkeeper as determined by the Executive Committee. 

§ 7.Marketing and Communication Director 

The Marketing and Communication Director shall be responsible for writing, editing, assembling, and disseminating the organization’s electronic newsletter or announcements prior to each meeting, facilitating the organization’s social media presence, and generally overseeing communications that reach the public’s eye.  The Marketing and Communication Director shall be responsible for keeping an updated mailing list and a chronological file of all the newsletters for the Chapter online.   

§ 8.Executive Director of the Community

The Austin Center for Emotionally Focused Therapy Executive Director shall be an ICEEFT Certified EFT Trainer. The Director shall function as primary liaison with ICEEFT. The primary role of the Executive Director is to oversee the training functions of the Center, provide leadership to the education committee, and to develop and promote training activities for the Austin Center for Emotionally Focused Therapy members. The Executive Director has right of first refusal for training events sponsored by the Austin Center for Emotionally Focused Therapy. These include training events specific to the certification of EFT therapists (e.g. externships, advanced externships, advanced core skills). The term of the Executive Director may be extended beyond the two term limit if there are no other members qualified to serve in this role.

§ 9.Financial Transactions

The Executive Committee will designate, consistent with a system of financial controls, the persons authorized to sign checks, withdraw funds, and make transactions in any account with a financial institution, brokerage house, mutual fund, or other depository.  Unless the Executive Committee directs otherwise, the President, Treasurer, and Executive Director will be authorized to sign checks. 

Article V.  Subcommittees

§ 1.Establishment and Appointment of Subcommittees 

The Executive Committee may establish from time to time such standing and special committees as it shall deem necessary for the conduct of the Organization’s affairs.  Unless the committee membership is otherwise specified by these Bylaws, the President shall appoint the committee members and designate the term of office for each committee member and the Chair of each committee.  Except as may be directed, however, each committee shall have at least one member who is a Director, who may serve as the chair of the committee.  The President and Vice-President shall be ex-officio members of each committee.  All committees shall keep minutes of their meetings and submit the minutes to the Executive Committee.

§ 2.Duties

The duties, functions and duration of all committees shall be established by resolution of the Executive Committee.  Each committee member shall have one vote.  Unless otherwise specified by the Executive Committee, a majority of the committee members shall constitute a quorum, and the committee shall conduct its business by a majority vote of the members present at a meeting at which a quorum is present.

Article VI. Amendments

§ 1.Bylaws

These Bylaws may be amended by a vote of a majority of the members voting at the Annual Meeting or at a Special Meeting. Proposed Bylaws amendments may be placed on the ballot through approval of a majority of the Executive Committee or the written demand of one-quarter of the members.       

§ 2.Notice

No proposed amendment to the Bylaws may be considered unless it is clearly announced in the notice of the meeting or in a separate notice sent to each member at least ten days prior to the meeting.

§ 3.Limitation

The members will not have the power to pass any amendment to the Bylaws that would change the non-profit status of the Organization or decrease its rights and powers under the laws of the State of Texas.  Any amendment discovered to have either of these effects will be inoperative.

Article VII. Fiscal Matters

§ 1.Contracts

The Executive Committee may authorize any Officer or Officers, agency or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or confined to a specific instance; and unless so authorized, no Officer, agent or employee shall have any power or authority to bind the Organization by any contract or engagement or to pledge its credit and to render it liable pecuniarily for any purpose or in any amount.

§ 2.Loans

No loans shall be contracted for or on behalf of the Organization and no negotiable papers shall be issued in its name, unless and except as authorized by the Executive Committee.  No loans shall be granted to any Director or Officer of the Organization.

§ 3.Deposits 

All funds of the Organization shall be deposited from time to time to the credit of the Organization with such banks, trust companies or other depositories as the Executive Committee may select or as may be selected by the officer to whom such authority may be delegated from time to time by the Executive Committee

§ 4.Gifts.

The Executive Committee may accept on behalf of the Organization any contribution, gift, bequest or devise, for and consistent with general or specific purposes of the Organization. No individual Director of the Executive Committee shall accept any gift or gratuity from any vendor doing business with the Organization.

Article VIII. Conflict of Interest

§ 1.Conflict of Interest. 

No contract or transaction between the Organization and one or more of its Directors, or between the Organization and any other organization of which one or more of its Directors are members, shareholders, directors, trustees or officers, or in which any of them has any financial, personal, family or other interest, shall be void or voidable, or in any way affected, solely for this reason, or solely because the Director is present or participates in the meeting of the Directors, or of a committee thereof, which authorizes, approves or ratifies the contract or transaction, if:

The material facts of his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Directors or the committee which authorizes, approves or ratifies the contract or transaction, the Directors or the committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of the majority of the disinterested persons, even though the disinterested persons are less than a quorum; and

The contract or transaction is in the best interests of the Organization as of the time it is authorized, approved or ratified by the Directors or a committee thereof.

Article IX. Liability and Indemnification 

§ 1.Personal Liability

To the extent permitted by law, the Organization shall indemnify its past and present Directors and Officers and their heirs, executors, and administrators, against any and all expenses actually and necessarily incurred by them in the defense of a settlement of any actual or threatened action, suit or proceeding in which they, or any of them, are made a party by reason by their being or having been a Director or Officer of the Organization, except in relation to matters as to which such Director or Officer shall be adjudged in such action, suits or proceedings to have not acted in good faith. All persons, Organizations or other entities extending credit to, contracting with, or having any claim against, the Organization, may look only to the funds and property of the Organization for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Organization.

§ 2.Right to Indemnify 

The Organization may indemnify and reimburse out of the corporate funds any person (or the personal representative of any person) who may at any time serves or shall have served as a director, officer, employee or other agent of the Organization, or who serves or shall have served at its request as a director, officer, employee or other agent of another organization in which it has an interest, whether or not in office at the time, against and for any and all claims and liabilities to which he or she may be or become subject by reason of such service, and against and for any and all expenses necessarily incurred in connection with the defense or reasonable settlement of any legal or administrative proceeding to which he or she is made a party by reason of such service, except with respect to any matter as to which he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Organization. In effecting such indemnity and reimbursement, the Organization may enter into such agreements and direct the officers of the Organization to make such payment or payments and take such other action (including employment of counsel to defend against such claims and liabilities) as may in its judgment be reasonably necessary or desirable. Such indemnification or reimbursement shall not be deemed to exclude any other rights or privileges to which such person may be entitled.

§ 3.Indemnification in Advance of Final Disposition of Action

 Indemnification of the persons specified in Article IX, Section 1 may include payment by the Organization of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this Bylaw or under the General Laws of Texas.

§ 4.Insurance 

 The Organization shall have the authority to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Organization, or is or was serving at the request of the Organization as a director, Officer, employee or other agent of another organization in which it has an interest, against any liability incurred by his or her in any such capacity, or arising out of his or her status as such, whether or not the Organization would have the power to indemnify him or her against such liability.