ARTICLE I: Name and Composition of the Corporation
The name of the Corporation shall be the American Board of Clinical Neuropsychology (ABCN), as stated in the articles of Incorporation filed with the State of Minnesota, July 8, 1981. The Corporation shall be composed of specialists who have been awarded the ABPP/ABCN certificate and who are in good standing by virtue of maintaining their required annual American Board of Professional Psychology (ABPP) attestation. The governing body of the Corporation, referred to as the “Board of Directors” (BOD), shall be duly elected by the Corporation from a slate proposed by the current BOD.
The Corporation shall be not-for-profit. Unless decided otherwise by a majority vote of the Corporation, ABCN shall be affiliated with ABPP and subscribe to the bylaws of ABPP. Nothing in these bylaws shall be in conflict with the bylaws of ABPP. Certificates authorized by the Corporation shall be issued jointly with ABPP and holders of such certificates shall be considered as having been awarded a diploma by both ABCN and ABPP.
ARTICLE II: Purpose
To arrange and conduct investigations and examinations to determine the qualifications of individuals who apply for the certificates issued by the Corporation.
To award such certificates in the field of clinical neuropsychology and its subspecialties to qualified applicants, and to maintain a registry of holders of such certificates.
To evaluate compliance with maintenance of certification requirements.
ARTICLE III: Composition and Responsibilities of the Board
The BOD shall consist of 15 ABCN-Certified Clinical Neuropsychologists. 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) elected through a separate early career neuropsychologist slate as specified in Article V., Section 4. 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.
Members of the BOD shall be elected to a term of five years by a vote of the Corporation. Terms of office shall be arranged so that one fifth of the positions of the BOD are subject to election each year. 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 his or her BOD membership beyond 10 years. A term of office shall commence at the annual meeting following the election.
The nomination of members of the BOD shall be carried out by a Nominations Committee as specified in Article V., Section 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.
Responsibilities of the BOD. 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 Corporation of certificates of competence in the practice of clinical neuropsychology.
The BOD shall have the authority to establish one or more regional committees on examination in clinical neuropsychology.
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:
- such certificate was issued contrary to or in violation of the bylaws or any rule of the BOD;
- the person to whom the certificate was issued entered a misstatement or omission of fact to the BOD in his/her application;
- the person to whom the certificate was issued is convicted of a crime which involves moral turpitude;
- 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.
The BOD shall be vested with the management and control of the property, business, and affairs of the Corporation.
ARTICLE IV: Officers
The officers of the BOD shall consist of a President, a Vice President, a Treasurer, a Secretary, a Representative to the Board of Trustees of ABPP, and other officers and agents as may from time to time be elected from the BOD. One individual may hold up to two offices. Each of the officers named above shall be Directors of the Corporation.
The President, Vice President, Treasurer, and Secretary shall each be elected to serve for a term of two years and until their successors are elected and qualify. 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, he or she shall complete their office with vote as ex-officio members of the BOD.
Any officer may be removed from his/her 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.
The President shall preside at all meetings of the members of the BOD. The President shall be the chief executive officer of the Corporation 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 (Section V., 1.), of which he or she 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.
The President-elect shall perform the duties and have the powers of the President during the absence or disability of the President. He or she shall have other duties as may from time to time be prescribed by the BOD.
The Treasurer shall keep or cause to be kept records of all the financial affairs of the Corporation and ensure consistency with ABPP CO records. He or she shall process the reimbursement requests and submit them to the ABPP CO for processing. He or she shall render from time to time and upon demand by the BOD or the President reports of all matters within his or her jurisdiction.
The Secretary shall keep or cause to be kept minutes and records of all BOD proceedings, of all meetings of the Corporation, of all examinations, and of all certificates issued, and shall have custody of the Corporation’s seal and shall affix it when and wherever proper.
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 Corporation at such meetings, and report back to the BOD of ABCN actions and proceedings of those meetings.
The BOD shall have authority to appoint from time to time an Executive Director who need not be from within the Corporation. If any Executive Director be appointed, the BOD may delegate to him or her 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 Corporation in an amount and with terms established by the BOD.
ARTICLE V: Committees, Elections and Appointments
Section 1– Executive Committee
There shall be an Executive Committee composed of the Officers of the Corporation. 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.
Section 2 – Credentials Committee
The Specialty Credentials 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.
Section 3 – Examination Committee
The Examinations Coordinator will be the Chair of the Examination Committee. 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 Subcommittee 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 Corporation.
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 Subspecialty Written Examination Development Subcommittee will develop the rubrics and write, edit, develop and test item banks for the subspecialty written examination. This subcommittee reports to the Specialty Written Examination Development Subcommittee, which reports to the Examination Committee and BOD for approval of any procedural changes.
The Practice Sample Review Subcommittee develops guidelines and training for submission and review of practice samples, and for administering and grading the oral examination regarding practice samples. This subcommittee reports to the Examinations Committee, which reports to the BOD, for approval of any procedural changes.
The Subspecialty Practice Sample Review Subcommittee develops guidelines and training for submission and review of practice samples. This subcommittee reports to the Specialty Practice Sample Review Subcommittee, which reports to the Examinations Committee and 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 annually 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 regional examinations. This team reviews observers’ and candidates’ reports to evaluate the performance of oral examiners.
Section 4 – The Nominations Committee
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 Corporation 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 Article III, Section 1) 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 Corporation. ABCN specialists will be eligible to vote if they are current in the annual ABPP attestation, and a list of eligible specialists will be obtained from ABPP Central Office prior to opening of the election. All elected candidates will begin their terms at the end of the 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.
Section 5 – The Subspecialty Committee
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.
Section 6 – The Maintenance of Certification (MOC) Committee
The 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.
ARTICLE VI: Meetings
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.
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.
A majority of the members of the BOD shall constitute a quorum for the transaction of business of the Corporation. 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 Corporation. There shall be no voting by proxy.
The BOD shall be authorized to carry on the business of the Corporation 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 Corporation.
ARTICLE VII: Income and Properties
The income and properties of the Corporation, whenever and however derived, shall be applied solely toward promoting the purposes of the Corporation 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 Corporation, provided that nothing contained herein shall prevent proper remuneration to any officer or to any servant of the Corporation or to any specialist for any services actually rendered to the Corporation, nor prevent the payment of interest at prevailing bank interest rates or reasonable and proper rent for premises let by any specialist within member of the Corporation, nor repayment to any specialist for traveling expenses actually incurred in connection with the proper and necessary business of the Corporation.
ARTICLE VIII: Liabilities of the Board of Directors
No member of the BOD or other officer or servant of the Corporation 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 Corporation through the insufficiency or deficiency of any security in or upon which any of the money of the Corporation 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.
ARTICLE IX: 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.
ARTICLE X: Seal
The seal of the Corporation 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
In accordance with Article IX, these current amended bylaws were approved by a two-thirds majority vote of the Members of the ABCN Board on:
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