Bylaws

Chapter 1

Name

The name and title by which this organization shall be known is the American Board of Clinical Neuropsychology (ABCN), (also referred to as “the Organization”). The ABCN is affiliated with the American Board of Professional Psychology (ABPP), also referred to as “the Corporation”) as a Member Specialty Board, with representation on the ABPP Board of Trustees (BOT).  These By-Laws are consistent with those of the ABPP, and the ABCN has signed the Articles of Agreement between ABPP and ABCN (December 20, 2006) in accord with the ABPP Affiliations Manual.

Chapter 2

Purposes and Goals 

1. To serve the public and the profession by ensuring that psychologists certified by the ABPP in clinical neuropsychology have completed and maintain the education, training, experience and standard ethical requirements of this specialty. These requirements include an examination designed to assess the competencies required to provide quality clinical neuropsychological services and routine demonstration that these competencies and ethical standards are maintained.
2. To arrange and conduct examinations to determine the qualifications of individuals who apply for specialty certification in clinical neuropsychology.
3. To award specialty certificates in the field of clinical neuropsychology and its subspecialties to qualified applicants, and to maintain a registry of holders of such certificates.
4. To evaluate compliance with maintenance of certification requirements.

Chapter 3

 Composition of the Board of Directors

1. The Board of Directors (BOD) shall consist of 15 ABCN-Certified Clinical Neuropsychologists. The board may suspend this rule by a 2/3 majority vote in the event there is a need to seat more or fewer members. The membership of the BOD shall reflect interests in child and adult clinical neuropsychology including at least one subspecialist in pediatric neuropsychology.  Commencing with the 2017 election, a minimum of one member of the BOD will be an early career neuropsychologist (i.e., within 10 years of having earned their doctorate at the time elected to the BOD). If needed, there can be a separate early career neuropsychologist slate as specified in Chapter 7, Section IV. Commencing with the 2/2018 BOD meeting, the BOD will appoint a member of the BOD who holds the pediatric subspecialty certificate to represent the subspecialty.
2. Members of the BOD shall be elected to a term of five years by a vote of the Organization. Terms of office shall be arranged so that one fifth of the positions of the BOD are subject to election each year or as otherwise required to achieve board composition as described in Chapter 3, Section I. No more than two successive terms shall be permitted any individual except in cases where a sitting member of the executive committee is elected to a second term that may extend their BOD membership beyond 10 years. A term of office shall commence at the annual meeting following the election.
3. The nomination of members of the BOD shall be carried out by a Nominations Committee as specified in Chapter 7, Section IV.
4. In case of death or resignation from the BOD before the expiration of a member’s term, the BOD shall choose a successor for the unfilled portion of the term from ABCN certified neuropsychologists current in their ABPP attestation.

Chapter 4 

Functions of the Board of Directors

1. The BOD shall have authority to issue from time to time, and thereafter to amend, rules and regulations relating to the issuance or revocation by the Organization of certificates of competence in the practice of clinical neuropsychology.
2. The BOD shall have the authority to establish one or more regional committees on examination in clinical neuropsychology.
3. The BOD shall have authority to recommend the revocation of any certificate issued by it or to place a certificate holder on probation for a fixed or indefinite time if:
   1. such certificate was issued contrary to or in violation of the bylaws or any rule of the BOD;
   2. the person to whom the certificate was issued entered a misstatement or omission of fact to the BOD in their application;
   3. the person to whom the certificate was issued is convicted of a crime which involves moral turpitude;
   4. the person to whom the certificate was issued has been found in violation of the code of ethics of a national or regional organization or credentialing BOD.
4. The BOD shall be vested with the management and control of the property, business, and affairs of the Organization

Chapter 5 

Officers and Officer Elections

1. The officers of the BOD shall consist of a President, a President Elect, a Treasurer, a Secretary, a Representative to the Board of Trustees of ABPP, the immediate Past President and other officers and agents as may from time to time be elected from the BOD. One individual may hold up to two offices. The Past President shall be a non-voting member and will serve in an advisory capacity. Each of the officers named above shall be on the Executive Committee of the Organization.
2. The President, President Elect, Treasurer, and Secretary shall each be elected to serve for a term of two years and until their successors are elected and qualify. The Past President shall serve for a term of 2 years immediately after their term as President. Officers of the BOD may not serve more than two successive terms.  At its annual meetings, the BOD shall elect a person to fill each of the offices named above whose term expires at the annual meeting, and other officers as may be deemed advisable. The Representative to the Board of Trustees of ABPP shall be selected by the ABPP Board of Trustees from a slate of two or more nominees provided by ABCN, with nominees meeting qualifications as set forth by the ABPP Board of Trustees. The term of office for the Representative to the ABPP Board of Trustees shall be four years. The Representative may serve a maximum of two continuous full terms, and may then not be re-elected until after an interval of two years.  In the event any officer shall cease to be a member of the BOD, they shall complete their office with vote as ex-officio members of the BOD.
3. Any officer may be removed from their office, with cause, by a three-fourths vote of the entire BOD. Voting for removal from office shall be conducted by secret ballot. If there be a vacancy among the officers of the BOD by reason of death, resignation, removal, or otherwise, that vacancy may be filled for the unexpired term by the BOD.
4. The President shall preside at all meetings of the members of the BOD. The President shall be the chief executive officer of the Organization and see that all directions of the BOD are carried out; shall, with the approval of the BOD, appoint members of all committees other than the Executive Committee (Chapter 7, Section I), of which they shall be a voting member; shall direct the preparation and submission to the annual meeting of the BOD a report of the BOD’s business, activities, and affairs during the year; shall have other duties as may from time to time be prescribed by the BOD.
5. The President-elect shall perform the duties and have the powers of the President during the absence or disability of the President. They shall have other duties as may from time to time be prescribed by the BOD.
6. The Treasurer shall keep or cause to be kept records of all the financial affairs of the Organization and ensure consistency with ABPP CO records. The treasurer shall process the reimbursement requests and submit them to the ABPP CO for processing. They shall render from time to time and upon demand by the BOD or the President reports of all matters within their jurisdiction.
7. The Secretary shall keep or cause to be kept minutes and records of all BOD proceedings, of all meetings of the Organization, of all examinations, and of all certificates issued, and shall have custody of the Organization’s seal and shall affix it when and wherever proper.
8. The Representative to the Board of Trustees of ABPP shall be responsible to attend all meetings of the ABPP Board, represent the interests of the Organization at such meetings, and report back to the BOD of ABCN actions and proceedings of those meetings.

Chapter 6 

Executive Director

1. The BOD shall have authority to appoint from time to time an Executive Director who need not be from within the Organization. If any Executive Director be appointed, the BOD may delegate to them any or all of the duties conferred upon the Treasurer and Secretary by these bylaws, or such other duties as the BOD may determine. The Executive Director may be compensated for services in an amount established from time to time by resolution of the BOD and shall furnish a bond to the Organization in an amount and with terms established by the BOD. The Executive Director shall not be a member of the Board and shall not have the privilege of vote. The Executive Director may, however, participate in discussion concerning the business before the Board at the discretion of the President. The Organization shall have the authority to hire administrative support staff as necessary.

Chapter 7 

Committees

1. There shall be an Executive Committee composed of the Officers of the Organization. The duties of the Executive Committee will be to develop an agenda for the annual meeting, to make recommendations to the BOD for action, and to act on matters which do not require the vote of the BOD.
2. The Specialty Credentials Review Committee will consist of at least three members of the BOD who are drawn from various professional backgrounds and who include representatives from both adult and child clinical neuropsychology. This committee will have the authority to make an initial determination of an applicant’s eligibility for examination and to report to the BOD as to the applicant’s eligibility. Each subspecialty will have a Credential Review subcommittee, the chair of which will be appointed by the President in consultation with the Subspecialty Chair and Specialty Board Credentials Committee Chair, with approval of the BOD. This committee will have the authority to make an initial determination of an applicant’s eligibility for subspecialty examination. Replacement of Credential committee and subcommittee chairs or members, in the event of death or resignation during the year, will be made by the President.
3. The Examinations Coordinator will be the Chair of the Examination Committee. With approval from the BOD, a Co-Chair of the Examination Committee may be appointed. The Examination Committee consists of the following members, all of whom are appointed annually by the President with the approval of the BOD

(a) The Written Examination Development Subcommittee Chair;

(b) The Practice Samples Review Editorial Committee Chair;

(c) The Oral Examination Fact-Finding Development Subcommittee Chair;

(d) The Oral Examination Ethics Development Subcommittee Chair;

(e) Coordinator for Oral Examiner Selection and Evaluation.

The Examination Committee will have the authority to develop, administer, and grade the examinations on behalf of the Organization.

The Examination Committee will be empowered to organize one or more regional examination teams, headed by a Committee member and consisting of additional Board certified clinical neuropsychologists, as regional examiners.

The Specialty Written Examination Development Subcommittee works with a professional examination service to develop the rubrics and write, edit, develop and test item banks for the written examination. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Practice Samples Review Editorial Committee develops guidelines and training for submission and review of practice samples, and for administering and grading the oral examination regarding practice samples. This committee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Oral Examination Fact-Finding Development Subcommittee develops fact-finding vignettes and develops procedural guidelines for administering and grading the oral examination regarding Fact-Finding vignettes. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Oral Examination Ethics Development Subcommittee develops Ethics vignettes and develops procedural guidelines for administering and grading the oral examination regarding Ethics vignettes. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.

The Coordinator for Oral Examiner Selection and Evaluation is an individual appointed by the President subject to BOD approval, with no term limit, who meets with the Examination Coordinator, to select and appoint oral examiners, observers, and trainees, for the oral examinations. This team reviews observers’ and candidates’ reports to evaluate the performance of oral examiners.

4. The past president of the BOD will be the Chair of the Nominations Committee; the current officers of the BOD will serve as the members of the committee. To fill expiring terms, the Nominations Committee will solicit and may receive nominations from the BOD and the Organization as a whole. At least one month prior to the opening of the election, the Nominations Committee will present a slate of candidates for approval by majority vote. A slate will consist of at least three regular candidates and, as needed, two early career candidates to the BOD. Early career nominees (as defined in Chapter 3, Section I) will be elected in a separate slate to ensure one early career neuropsychologist serves on the BOD. Nominees will be elected to BOD membership by a vote of the Organization. ABCN specialists will be eligible to vote if they are current in the annual ABPP attestation. All elected candidates will begin their terms at the end of the annual winter meeting following that election. Candidates for the executive committee positions will be BOD members nominated by the Nominations Committee. The BOD at the annual winter meeting will vote to approve new executive committee members, whose terms will begin at the end of the annual winter meeting. On request by any member of the BOD, voting shall be conducted by secret ballot.
5. The Subspecialty Committee will govern aspects of the subspecialty process, including the creation of subcommittees responsible for credential review, development and administration of the written examination, and development and implementation of the practice sample review procedures. The BOD will appoint a Chair of the Subspecialty Committee; members will be selected by the Subspecialty Committee Chair with approval by the BOD.  Subspecialty committee members will work in coordination with their respective counterparts on the ABCN Specialty Examination Subcommittees.
   1. The Subspecialty Written Examination Development Subcommittee will develop the rubrics and write, edit, develop and test item banks for the subspecialty written examination. This subcommittee will coordinate with the Specialty Written Examination Development Subcommittee to ensure that items conform to the style of the “parent” written exam. This committee will report to the Chair of the Subspecialty Committee.
   2. The Subspecialty Practice Sample Review Subcommittee develops guidelines and training for submission and review of subspecialty practice samples. This subcommittee reports to the Chair of the Subspecialty Committee who reports to the BOD for approval of any procedural changes.
6. The Maintenance of Certification (MOC) Committee is responsible for reviewing MOC submissions by ABCN specialists and subspecialists, and evaluating compliance with criteria and standards approved by the ABCN BOD. The ABCN President appoints a MOC Director and a minimum of three (3) members from the BOD to serve on the MOC Committee.
7. The Communications Committee will monitor the content of the ABCN website and ABCN materials on the ABPP website to ensure consistency and accuracy of information, and the accuracy and functionality of linked documents/pages. The committee serves a liaison role to the AACN Public Policy and Information Committee (PPIC), which, among other responsibilities, posts ABCN/AACN news onto social media and other platforms. The ABCN President appoints a Chair of the Communications Committee and a minimum of two (2) members from the BOD to serve on the Committee.

Chapter 8 

Meetings/Quorums

1. Meetings of the BOD will be held at least annually at a time and place to be fixed by the BOD. The BOD may schedule such additional meetings as may be required to conduct its work.
2. Special meetings of the BOD may be called by the President or upon the written request, made to the President, of at least one-third of the members of the BOD, provided that written notice of the time of the special meetings and that subjects to be discussed at such meetings shall have been sent to each member of the BOD not less than twenty days prior to such meeting. The President shall have the right to fix the place of such special meetings.
3. A majority of the members of the BOD shall constitute a quorum for the transaction of business of the Organization. Except as herein may be specifically otherwise provided, the votes of a majority of the quorum shall be sufficient to pass upon any business of the Organization. There shall be no voting by proxy.
4. The BOD shall be authorized to carry on the business of the Organization by electronic mail or mail ballot between meetings. In such instance, it shall require an affirmative vote of two-thirds of the BOD members to pass upon any business of the Organization.

Chapter 9

Income and Properties 

1. The income and properties of the Organization, whenever and however derived, shall be applied solely toward promoting the purposes of the Organization as set forth in the Certificate of Incorporation. No portion of the income or properties shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to specialists comprising the Organization, provided that nothing contained herein shall prevent proper remuneration to any officer or to any servant of the Organization or to any specialist for any services actually rendered to the Organization, nor prevent the payment of interest at prevailing bank interest rates or reasonable and proper rent for premises let by any specialist within the Organization, nor repayment to any specialist for traveling expenses actually incurred in connection with the proper and necessary business of the Organization.

Chapter 10 

Liabilities of the Board of Directors

1. No member of the BOD or other officer or servant of the Organization shall be liable for the accounts, receipts, neglects, or defaults of any other like members or agent, or for joining in any receipt or other act of conformity, or for any loss or expense happening to the Organization through the insufficiency or deficiency of any security in or upon which any of the money of the Organization shall be invested or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom any monies, securities, or effects shall be deposited, or from any loss or damage occasioned by an error of judgement of oversight, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the official duties or in the relation thereto, unless the same happened through dishonesty, willful neglect, or default.

Chapter 11 

Indemnification of Directors, Executive Officer, Employees and Board-certified Specialists

The American Board of Professional Psychology (ABPP) (“Corporation”) carries a Directors & Officers Liability Insurance Policy.  To the extent covered by said policy, each trustee, and officer of an ABPP-affiliated Specialty Board who is officially engaged in Specialty Board business shall be considered to be engaged in Corporation business, and shall be indemnified by the Corporation against all costs and expenses (including counsel fees) actually and necessarily incurred by or imposed on them in connection with the defense of any action, suit, or proceeding in which they may be involved or to which they may be made a party by reason of they being or having been such trustee or Specialty Board officer, except in relation to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for dishonesty, willful neglect, or default. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation and as covered by the liability policy. The foregoing right of indemnification shall not be exclusive of any other rights to which they may be entitled as a matter of law or by agreement, by law, or otherwise.  Any indemnification, however, shall not exceed the monetary limits of any insurance policy carried for such purposes by the Corporation regardless of the absolute monetary amount incurred by an individual trustee or Specialty Board officer engaged in Corporation business. The Corporation shall make a copy of the Directors & Officers Liability Insurance Policy available to trustees and Specialty Board officers who request to review the policy so that the requesting individual may determine what, if any, additional coverage that individual might desire to obtain independent from the Corporation.  The cost of any such additional coverage will be the individual’s responsibility.

Chapter 12 

Ethical Standards

The American Psychological Association’s current ethical standards apply to the psychologist members of the Board of Directors in their work on behalf of the Board.

Chapter 13 

Amendments

Alterations of or amendments to these bylaws may be made by a two-thirds majority vote of the total members of the BOD provided that all BOD members have been notified in writing of proposed changes not less than twenty days prior to the date of action.

Chapter 14 

Seal 

The seal of the Organization shall bear words of the following or similar import, that is to say:

The American Board of Clinical Neuropsychology
Incorporated in the State of Minnesota
1981

In accordance with Chapter 13, these current amended bylaws were approved by a two-thirds majority vote of the Members of the ABCN Board on:

March 8, 2023
February 5, 2020
June 20, 2018
June 7, 2017
February 1, 2017
May 22, 2015
October 3, 2014
February 12, 2014
February 15, 2012
February 11, 2009
February 14, 2001
August 13, 1998