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.