Section 1. Name

The name of this organization shall be the Indiana Art Therapy Association (IndiATA).

IndiATA is a nonprofit professional membership association serving Indiana and a chapter of the American Art Therapy Association (AATA).

Section 2. Chapter Relationship

IndiATA shall operate in accordance with these bylaws, applicable law, its organizing documents, and the current agreement governing the relationship between IndiATA and AATA.

Where these bylaws refer to the Association, the term means the American Art Therapy Association.

Section 3. Purpose

The purposes of IndiATA are to advance art therapy in Indiana through professional connection, education, public understanding, advocacy, student engagement, professional exchange, and other activities consistent with the purposes of AATA and IndiATA.

IndiATA may support educational opportunities, public information, professional development, research, standards of practice, collaboration, scholarships, and other activities that advance the art therapy profession.

IndiATA shall be organized and operated exclusively for purposes permitted under Section 501(c)(3) of the Internal Revenue Code, as amended.

Section 4. Geographic Jurisdiction

The geographic jurisdiction of IndiATA is the State of Indiana.

Section 1. Eligibility

Membership in IndiATA requires active membership in AATA.

IndiATA membership categories shall correspond, as applicable, to current AATA membership categories and the chapter membership structure authorized by AATA.

Section 2. Membership Categories and Rights

IndiATA shall maintain and publish a current membership schedule identifying:

• membership categories;
• eligibility requirements;
• dues;
• voting eligibility;
• eligibility to hold elected office; and
• other membership rights or limitations.

The Board of Directors may administer membership categories consistent with these bylaws and AATA requirements.

A change affecting voting eligibility or eligibility to hold elected office requires amendment of these bylaws and may not be made solely by administrative policy.

Section 3. Application and Registration

Application and registration for IndiATA membership shall be conducted through procedures approved by IndiATA and consistent with AATA chapter-membership procedures.

Section 4. Dues

IndiATA membership dues shall be established by the Board of Directors.

Dues may be collected directly by IndiATA or administered through AATA or another authorized membership system.

Section 5. Good Standing and Termination

A member must maintain any AATA membership required for the corresponding IndiATA membership category.

Loss or termination of required AATA membership terminates eligibility for IndiATA membership unless otherwise permitted under the applicable AATA chapter structure.

Membership may also be suspended or terminated for failure to pay required chapter dues or for violation of these bylaws or duly adopted IndiATA policies, provided the member receives reasonable notice and an opportunity to respond before disciplinary action is finalized.

Section 6. Fiscal Year

The fiscal year of IndiATA shall be January 1 through December 31 unless changed by the Board of Directors as permitted by law and consistent with AATA requirements.

Section 1. Officers

The elected officers of IndiATA shall be:

1. President
2. President-Elect
3. Secretary
4. Treasurer
5. Delegate to the Assembly of Chapters

These elected officers constitute the Board of Directors of IndiATA.

Section 2. Qualifications

Candidates for elected office must be members in good standing and must belong to an IndiATA membership category designated as eligible to hold elected office.

Section 3. Terms of Office

Officers shall serve two-year terms.

Terms shall begin January 1 following election.

An officer may continue temporarily after expiration of a term when necessary to maintain continuity until a successor assumes office.

An individual may serve successive terms on the Board of Directors but may not serve consecutive terms in the same office unless an exception is approved through amendment of these bylaws.

Section 4. Nominations and Elections

Voting members shall elect IndiATA officers by electronic ballot, mail ballot, or another secure voting method approved by the Board of Directors.

The Nominating Committee shall solicit nominations and prepare the slate of candidates.

Every nominee must consent to nomination before appearing on the ballot.

Voting members may vote for candidates appearing on the ballot and may submit write-in candidates when permitted by the election procedures.

The election schedule shall be established so that results are determined before the beginning of the next officer term.

The Board of Directors may establish staggered election cycles for officer positions to support organizational continuity.

In the event of a tie, the Board of Directors shall establish a fair tie-resolution process, which may include a runoff election.

Section 5. Duties

Officers shall perform the duties assigned by these bylaws, the Board of Directors, applicable law, and the parliamentary authority adopted by IndiATA.

The Board of Directors shall manage IndiATA between meetings of the membership and carry out responsibilities assigned by the membership.

Section 6. Vacancies

A vacancy in the office of President shall be filled by the President-Elect for the remainder of the unexpired presidential term.

For any other elected-office vacancy, the Board of Directors may:

• conduct a special election; or
• appoint an eligible member to serve until the next regular election.

An appointment by the President requires approval of a majority of the remaining members of the Board of Directors.

If no appointment or special election occurs, the position may remain vacant until the next regular election.

Section 7. Removal

An elected officer or member of the Board of Directors may be removed in accordance with applicable Indiana law.

When removal by the membership is considered, notice of the meeting must state that removal is a purpose of the meeting.

The Board of Directors may remove an individual from an officer position to the extent permitted by Indiana law.

Section 1. Annual Meeting

IndiATA shall hold an Annual Meeting of the membership each year at a date, time, and place or electronic platform determined by the Board of Directors.

Section 2. Annual Meeting Business

The Annual Meeting may include:

• reports of officers;
• financial and organizational reports;
• proposed bylaw amendments;
• matters requiring member action; and
• other business properly brought before the membership.

Section 3. Special Meetings

A special meeting may be called by:

• the President;
• a majority of the Board of Directors; or
• more than fifty percent (50%) of voting members.

Section 4. Notice

Notice of membership meetings shall be provided no fewer than thirty (30) days before the meeting unless a different period is required by law.

Section 5. Quorum

Those voting members present at a meeting shall constitute a quorum.

For an electronic or hybrid meeting, a voting member participating through the approved meeting platform shall be considered present.

Section 6. Electronic Participation

Membership meetings may be conducted in person, electronically, or in a hybrid format to the extent permitted by law.

Section 1. Composition

The Board of Directors consists of the elected officers identified in Article III.

Committee chairs, student representatives, project leaders, volunteers, and other appointed participants are not members of the Board of Directors solely by virtue of those roles.

Section 2. Authority

The Board of Directors is responsible for management of the affairs of IndiATA and shall exercise the authority granted by these bylaws and applicable law.

Section 3. Meetings

Regular and special meetings of the Board of Directors may be called by the President or by a majority of the members of the Board of Directors.

Board members shall receive reasonable advance notice of meetings. Regularly scheduled meetings may be established by an annual or periodic Board calendar.

Section 4. Board Quorum

A majority of the currently serving members of the Board of Directors constitutes a quorum.

Section 5. Remote Participation

Members of the Board of Directors may participate in a meeting through telephone, videoconference, or another means of communication by which participating Board members can communicate with one another as required by applicable law.

Participation through an authorized remote method constitutes presence at the meeting.

Proxy voting by members of the Board of Directors is not permitted.

Section 6. Action Without a Meeting

The Board of Directors may act without a meeting when the action is documented in writing or electronically and approved by all Board members when unanimous consent is required by applicable law.

The consent shall be maintained with the records of IndiATA.

Section 1. Committees

Standing and special committees may be established by the President with approval of the Board of Directors.

The Board of Directors shall determine or approve the purpose, responsibilities, composition, leadership, and duration of committees.

Committees do not possess independent governing authority unless expressly authorized by these bylaws and permitted by law.

Section 2. Committee Chairs

Committee Chairs are appointed chapter leadership roles unless a specific Chair position is expressly designated as elected in these bylaws.

Committee Chairs are not members of the Board of Directors solely because they chair a committee.

Section 3. President

The President may participate as an ex-officio member of committees except the Nominating Committee.

Section 4. Nominating Committee

The Nominating Committee shall consist of three members appointed by the Board of Directors.

At least one member, but no more than two members, may be a current member of the Board of Directors.

The Nominating Committee shall:

• solicit nominations;
• confirm candidate eligibility and consent;
• prepare the election slate;
• recommend election procedures not otherwise established in these bylaws; and
• serve until the results of the applicable election are announced.

Section 5. Student Representatives

IndiATA may establish Student Representative positions to support communication between Indiana graduate art therapy programs, students, and the chapter.

Student Representatives are representative and participatory positions and are not elected officers or members of the Board of Directors unless separately elected to an office authorized by these bylaws.

The rules contained in the current edition of Democratic Rules of Order shall govern IndiATA in matters to which they apply and that are not inconsistent with:

1. applicable federal or Indiana law;
2. IndiATA’s organizing documents;
3. these bylaws;
4. the current agreement between IndiATA and AATA; or
5. any special rules of order duly adopted by IndiATA.

Section 1. Proposal

Amendments to these bylaws may be proposed in writing by:

• any two voting members; or
• the Board of Directors.

The Board of Directors may review proposed amendments for form, consistency, and compliance before submission to the voting membership but may not prevent a properly submitted member proposal from proceeding solely because the Board disagrees with its substance.

Section 2. Notice

Proposed amendments shall be provided to voting members at least thirty (30) days before the deadline for voting.

Section 3. Approval by Members

A majority of votes cast by voting members shall be required to adopt a proposed amendment unless applicable law or the organizing documents require a greater vote.

Section 4. AATA Approval

When required by the current AATA Chapter Agreement or AATA governing requirements, a member-approved bylaw amendment shall be submitted to AATA for approval before becoming effective.

Section 5. Tax-Exempt Purposes

No amendment may authorize IndiATA to operate in a manner inconsistent with Section 501(c)(3) of the Internal Revenue Code or other applicable requirements governing its tax-exempt status.

To the fullest extent permitted by Indiana law, IndiATA shall indemnify its officers and directors against reasonable expenses and liabilities arising from service to IndiATA.

Indemnification shall not apply when a final judgment or adjudication establishes conduct for which indemnification is prohibited by law, including fraudulent, criminal, malicious, knowingly wrongful, or otherwise non-indemnifiable conduct.

IndiATA is organized as a nonprofit organization and shall not issue stock or distribute profits or net earnings to its members, officers, directors, or private individuals except as permitted for legitimate nonprofit purposes.

Upon dissolution, after payment or provision for all lawful debts and obligations, the remaining assets of IndiATA shall be distributed exclusively for one or more purposes permitted under Section 501(c)(3) of the Internal Revenue Code.

Assets may be transferred to the American Art Therapy Association if AATA is then an eligible Section 501(c)(3) organization and is able to receive them, or to another organization with substantially similar exempt purposes.

No remaining assets shall be distributed to members for reimbursement of dues, donations, contributions, or other payments made to IndiATA.