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International Primal Association

Bylaws


STATEMENT OF ESSENCE OF THE IPA

Community; Primal Abreaction; Being

A community of feeling-oriented people, interacting within an atmosphere of love, acknowledgment, permission and support, who highly value primal process, abreaction, primals, and other deep-feeling work as modalities for promoting healing, loving, growing, wholeness, authenticity, and BEING.

REQUIREMENTS OF TAX-EXEMPT CHARITABLE ORGANIZATIONS

The International Primal Association is organized to qualify and maintain standing as a charitable organization, as specified in section 501 (c) (3) of the Internal Revenue Code.

The International Primal Association requires its income for each taxable year to be distributed at such time and in such manner as not to subject the Association to tax under section 4942 of the Internal Revenue Code.

The International Primal Association is prohibited from engaging in any act of self-dealing (as defined in section 4941 (d) of the Internal Revenue Code), from retaining any excess business holdings (as defined in section 4943 (c) of the Internal Revenue Code), from making any investments in such manner as to subject the association to tax under section 4944 of the Internal Revenue Code, and from making any taxable expenditures (as defined in section 4945 (d) of the Internal Revenue Code).

ARTICLE ONE: BOARD OF DIRECTORS

The affairs of the corporation shall be administered by a board of directors ("the directors") which shall be composed of from three to twelve members plus the officers of the corporation. The directors will serve for two years each, but may resign their appointments at any time and may be removed, with or without cause, by a two-thirds vote of the entire board of directors. Upon the death, removal, resignation, or incapacity of any member of the board of directors, a majority of the then remaining directors may elect a successor for the interim period ending at the next annual membership meeting. Directors shall be considered incapacitated if for any reason they shall be unable to carry on their duties and the remaining directors shall have declared them incapable of service by two-thirds vote of the directors voting.

The directors shall meet annually at a place, time, and date which shall be fixed by the President, and shall hold such other meetings as may be necessary from time to time upon call of the president, which call shall specify the place, time and date of the meeting.

The directors shall be elected at the annual meeting of the membership. To stand for election, nominees must accept their nomination either in person or in writing. To serve as directors, elected nominees must accept their positions either in person or in writing.

The directors must be members in good standing, and must have been a member for a least one of the past three years. The requirement to be a member for a least one of the past three years may be waived by a majority vote of the membership voting.

ARTICLE TWO: OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer and such other officers as may be elected by the membership. Any two offices may be held by the same person, except the offices of President and Secretary.The officers shall be ex officio members of the board of directors.

The President shall preside at all meetings of the directors and shall be the chief executive officer of the corporation. In the absence of the President, the Vice-President, when such officer has been elected, shall perform the duties of the President. In the absence of the President and Vice-President, the Secretary shall perform the duties of the President. The President shall serve for a term of one year.

The Secretary shall be the custodian of the minute books of the corporation and shall accurately keep minutes of meetings of the directors. The Secretary's first term shall be two years. Succeeding terms shall be for one year.

The Treasurer shall have the authority and responsibility for the safekeeping of the funds and securities of the corporation. The Treasurer's first term shall be two years. Succeeding terms shall be for one year.

The President must be a member in good standing, and must have been a member for at least three of the past five years, and must have served as a director or an active committee member for at least one of the past three years.

Other officers must be members in good standing, and must have been a member for at least three of the past five years and must have served as a director or an active committee member for at least one of the past three years.

The officers shall be elected at the annual meeting of the membership. Nominees must be members in good standing and, to stand for election, must accept their nomination either in person or in writing. To serve as officers, elected nominees must accept their position either in person or in writing.

Upon the death, removal, resignation, or incapacity of any officer, a majority of the then remaining directors may elect a successor for the interim period ending at the next annual membership meeting. Officers shall be considered incapacitated if for any reason they shall be unable to carry on their duties and the remaining directors shall have declared them incapable of service by two-thirds vote of the directors voting.

ARTICLE THREE: DISSOLUTION

The duration of the organization shall be perpetual. If the membership elects, by a two-thirds vote, to dissolve the organization, all assets are to be distributed to another organization (of the same non-profit IRS classification as the IPA), to be chosen by the Board of Directors. No assets shall pass to a member.

ARTICLE FOUR: PURPOSE

The purpose of the IPA is to explore, study, research, and promote appropriate forms of psychotherapy, including those that emphasize uncovering and resolving traumatic experiences, and to develop a community which is congruent with the principles developed from this work.

ARTICLE FIVE: PROPERTY

Any sale or transfer of any stock, bond, security or any other property standing in the name of the corporation, shall be valid only if signed by the corporation acting through the Secretary or Treasurer or any two officers. Any transfer signed in this manner, having affixed thereon the seal of the corporation, shall in all respects bind the corporation as fully and completely as if each transaction had been authorized by a specific vote of the directors, and any person, firm or corporation to whom a copy of this Article Five shall have been certified by the Secretary shall be entitled to rely thereon until notified of its repeal.

ARTICLE SIX: RECORDS

The Treasurer shall at all times maintain records evidencing the property owned by the corporation and its disbursements, and present the same to the annual meeting of the directors, provided, however, that the records shall always be open for inspection by any director.

ARTICLE SEVEN: QUORUM

A quorum for the transaction of any business shall be three of the directors then in office.

ARTICLE EIGHT: DIRECTOR'S COMPENSATION

The directors shall serve without compensation.

ARTICLE NINE: AMENDMENTS

The membership shall have the power to alter, amend or repeal the bylaws or adopt new bylaws, provided that the bylaws at no time shall contain any provision inconsistent with law or the Articles of Incorporation.

ARTICLE TEN: MEMBERSHIP

Application for membership shall be submitted to the Secretary or Treasurer. Applicants shall become members when their applications are approved by the Board of Directors and the prescribed fee has been paid.

ARTICLE ELEVEN: VOTING

Members in good standing shall be entitled to one vote on all matters brought before the membership meeting.

 

 

 

 

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