The name of the organization is the Indiana Art Therapy Association, referred to in these bylaws as IndiATA.

IndiATA is a nonprofit organization operating under applicable Indiana law and is a state chapter of the American Art Therapy Association, referred to in these bylaws as AATA.

IndiATA shall maintain any organizational, tax-exempt, chapter-affiliation, reporting, and other requirements applicable to its status.

IndiATA’s geographic jurisdiction is the State of Indiana.

IndiATA is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding provision of any future federal tax law.

IndiATA’s mission is to advance and strengthen the art therapy profession across Indiana.

In furtherance of that mission, IndiATA may promote professional education, public understanding of art therapy, professional standards, research, advocacy, collaboration, community connection, student and professional development, and other activities consistent with its charitable and educational purposes.

No part of the net earnings of IndiATA shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that IndiATA may pay reasonable compensation for services rendered and make payments in furtherance of its exempt purposes.

No substantial part of IndiATA’s activities shall consist of carrying on propaganda or otherwise attempting to influence legislation except to the extent permitted for an organization described in Section 501(c)(3), including any activity permitted by an effective election under Section 501(h), when applicable.

IndiATA shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

IndiATA shall not engage in activities that are not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3).

IndiATA membership is available to persons who satisfy the membership requirements established by IndiATA and applicable AATA chapter requirements.

Membership in AATA is required for IndiATA membership when required by AATA chapter policy or chapter affiliation requirements.

IndiATA may recognize membership classes corresponding to AATA membership categories and may establish chapter dues, benefits, and administrative procedures through policies adopted by the Executive Board.

Changes in the name of an AATA membership category do not require a bylaws amendment when the successor category is substantially equivalent to the category identified in these bylaws.

The following individual members of IndiATA in good standing are Voting Members:

• Professional Members;
• Credentialed Professional Members;
• New Professional Members;
• Retired Professional Members;
• Honorary Lifetime Members; and
• Master’s-level and doctoral art therapy student members whose AATA membership category carries voting rights.

Each Voting Member has one vote.

Associate members, Retired Associate members, Affiliate or organizational members, undergraduate or other non-art-therapy student members, and any other membership category not granted voting rights under these bylaws are non-voting members.

A candidate for elected office must be an IndiATA member in good standing and must hold an AATA membership classification eligible to hold professional office under AATA’s then-current membership structure.

Student, Associate, Retired Associate, and organizational or Affiliate membership alone does not qualify a person to hold elected office in IndiATA.

The Executive Board may establish IndiATA membership dues and related administrative procedures consistent with applicable AATA requirements. Dues amounts, payment dates, reinstatement procedures, and other operational details may be maintained in policy rather than these bylaws.

A member may resign at any time.

A person who no longer satisfies the eligibility requirements for IndiATA membership may have the membership terminated or reclassified as appropriate.

Nonpayment of applicable dues may result in suspension or termination of membership in accordance with policy and applicable law.

IndiATA may suspend or terminate membership for a material violation of these bylaws or an applicable IndiATA policy through a procedure that is fair, reasonable, and carried out in good faith.

The member shall receive written notice of the proposed action and the reasons for it not less than fifteen (15) days before the proposed effective date and shall have an opportunity to be heard, orally or in writing, not less than five (5) days before the proposed effective date.

Suspension or termination for cause requires an affirmative vote of two-thirds (2/3) of the directors then in office who are eligible to vote on the matter.

IndiATA membership and voting rights are personal to the member and are not transferable.

The affairs of IndiATA shall be managed under the direction of its Executive Board.

The Executive Board consists of six elected officers:

• President;
• President-Elect;
• Secretary;
• Treasurer;
• Delegate to the AATA Assembly of Chapters; and
• Alternate Delegate to the AATA Assembly of Chapters.

Each officer is a director of IndiATA for purposes of applicable Indiana nonprofit law and has one vote on the Executive Board.

Committee Chairs, Student Representatives, project leads, advisors, and other appointed or volunteer roles do not become Executive Board members solely because of those roles.

Officers serve two-year terms beginning January 1 following election.

Terms may be staggered to preserve organizational continuity. Any staggering schedule shall preserve regular member election of every elected office at least once every two years. An incumbent’s elected term may not be extended beyond the term for which the person was elected except as expressly permitted by these bylaws to avoid an unfilled office while an election is completed.

No person may serve more than two consecutive full terms in the same elected office.

Voting Members elect IndiATA officers by written or electronic ballot.

The Executive Board shall establish an accessible nomination and election process that provides reasonable opportunity for eligible members to become candidates and requires candidate consent before placement on the ballot.

A ballot shall be delivered to every Voting Member entitled to vote and shall identify the offices to be filled, the candidates, the deadline for receipt of votes, and any information required by applicable law.

Election results are valid only when the number of ballots cast meets the membership quorum established in Article IV.

A candidate receiving a majority of votes cast for an office is elected. If no candidate receives a majority, a runoff election shall be held between the two candidates receiving the greatest number of votes. A tie in a runoff shall be resolved through an additional member ballot rather than by the Executive Board.

Directors and officers shall perform the duties established by these bylaws, applicable law, Board-adopted policies, and lawful actions of the Executive Board.

The President presides at meetings of the Executive Board and membership, supports implementation of Board decisions, coordinates the governance work of the organization, and performs other duties consistent with the office and these bylaws.

The President-Elect supports organizational continuity, performs duties assigned by the Executive Board, and assumes the office of President for the remainder of the President’s term if the office of President becomes vacant.

The Secretary is responsible for ensuring that minutes, notices, and governance records required by law or these bylaws are created, maintained, and preserved.

The Treasurer provides financial oversight, reports financial information to the Executive Board and membership as appropriate, and supports maintenance of accurate financial records and required filings.

Detailed purchasing, reimbursement, payment, budgeting, and financial procedures may be established by Board policy.

The Delegate represents IndiATA in the AATA Assembly of Chapters and supports communication between IndiATA and AATA consistent with AATA chapter structures.

The Alternate Delegate supports that work and acts in the Delegate’s place when the Delegate is unavailable or when otherwise permitted by AATA.

A vacancy in the office of President is filled by the President-Elect for the remainder of the President’s unexpired term.

A vacancy in another elected office may be filled by the Voting Members or by the Executive Board as permitted by Indiana law. An appointment by the Executive Board to fill a member-elected vacancy continues until the next regular election for that office or until a successor is elected and takes office, whichever occurs first.

If the directors remaining in office constitute fewer than a quorum, the remaining directors may fill a vacancy by the affirmative vote required by applicable Indiana law.

An officer or director may resign by delivering written notice to the President, Secretary, or Executive Board. A resignation is effective according to its terms or, if no effective date is stated, upon receipt.

A director elected by the Voting Members may be removed by the Voting Members with or without cause to the extent permitted by Indiana law.

Removal by the Voting Members may occur only at a meeting called for that purpose, and the meeting notice shall state that removal of the identified director is a purpose of the meeting.

To the extent permitted by Indiana law, the Executive Board may remove a director during a term that began while this provision was in effect for one or more of the following causes:

• loss of eligibility to hold the office;
• material misuse or unauthorized disposition of IndiATA funds, property, records, or authority;
• a material breach of fiduciary duty or a material violation of these bylaws;
• repeated failure to perform essential Board responsibilities after written notice of the concern and a reasonable opportunity to respond or resume participation;
• repeated failure to maintain communication necessary for the Board to conduct organizational business after reasonable attempts at contact; or
• conduct that materially interferes with IndiATA’s lawful operations or creates substantial legal, financial, or regulatory risk for the organization.

Before a Board vote on removal for cause, the affected director shall receive written notice identifying the specific grounds and shall have a meaningful opportunity to respond.

Removal under this section requires the vote required by applicable Indiana law. The affected director shall not vote on the removal.

IndiATA shall hold a meeting of the membership annually at a date and time fixed by the Executive Board.

The annual meeting may be held at a physical location, through remote communication, or in a hybrid format consistent with Indiana law.

A special meeting of the membership may be called by the President, by the Executive Board, or upon written demand by holders of at least ten percent (10%) of all votes entitled to be cast on an issue proposed for consideration at the meeting.

A member demand for a special meeting shall describe the purpose for which the meeting is requested and shall be delivered to the Secretary in a manner permitted by law.

Only matters within the purposes described in the special-meeting notice may be conducted at that meeting.

Notice of membership meetings shall be provided in a fair and reasonable manner consistent with Indiana law.

Notice may be provided electronically when the method is capable of verification.

Meeting notice shall identify the date, time, participation method or location, and any information required by law. Notice of a special meeting shall also state the purpose of the meeting.

Members may participate and vote through remote communication when authorized by the Executive Board and conducted in accordance with applicable Indiana law.

IndiATA shall use reasonable measures to verify the identity of members treated as present and entitled to vote, provide members a meaningful opportunity to participate in the proceedings and vote, and maintain required meeting and voting records.

Ten percent (10%) of the votes entitled to be cast on a matter constitutes a quorum for member action on that matter unless a greater quorum is required by applicable law.

When applicable Indiana law limits action at a meeting because less than one-third of the voting power is represented, only matters identified in the meeting notice may be voted upon.

Unless a greater vote is required by law, these bylaws, or the Articles of Incorporation, an action is approved when the votes cast in favor exceed the votes cast against the action, provided a quorum exists.

Any action that may lawfully be taken by members at a meeting may be submitted to members by written or electronic ballot when permitted by Indiana law.

The ballot shall be delivered to every Voting Member entitled to vote on the matter and shall contain the information required by law, including the proposed action, voting options, response deadline, and applicable quorum information.

Voting by member proxy is not permitted. Voting Members may participate directly through meetings, authorized remote participation, and written or electronic ballots.

The Executive Board manages the affairs of IndiATA and exercises the powers of the organization except for powers reserved to the Voting Members, restricted by the Articles of Incorporation or these bylaws, or otherwise limited by law.

The Executive Board may establish a schedule of regular meetings. Regular meetings may be held in person or through permitted remote communication.

A special Executive Board meeting may be called by the President or by at least twenty percent (20%) of the directors then in office.

Notice of a special meeting shall be provided to each director at least two (2) days before the meeting unless notice is waived in accordance with law.

Directors may participate in an Executive Board meeting through any means of communication by which all participating directors may simultaneously hear one another.

A director participating in this manner is considered present in person for purposes of quorum and voting.

A director must personally participate in Board action. Directors may not attend, vote, or act through a proxy.

A majority of the directors in office immediately before a meeting begins constitutes a quorum of the Executive Board.

When a quorum is present, the affirmative vote of a majority of directors present when the vote is taken is the act of the Executive Board unless a greater vote is required by law, the Articles of Incorporation, or these bylaws.

The Executive Board may act without a meeting when all directors consent in writing to the action in the manner required by Indiana law.

The written consent shall describe the action taken and shall be included in the minutes or organizational records.

The Executive Board may create, restructure, combine, pause, or dissolve advisory committees, task forces, working groups, project teams, student representative roles, and other volunteer assignments as needed to advance IndiATA’s mission.

Committee Chairs and other appointed volunteer leaders are appointed in accordance with policies adopted by the Executive Board.

Appointment to a committee or volunteer role does not create an elected office, directorship, permanent position, or ownership interest in the committee, project, records, or area of work.

An advisory committee may include persons who are not directors. Advisory committees may research, educate, recommend, coordinate, and perform work authorized by the Executive Board but do not exercise the legal authority of the Executive Board.

Any committee delegated authority to exercise powers of the Executive Board shall be created and constituted in accordance with Indiana law and shall consist only of directors to the extent required by law.

No committee may exercise authority prohibited from delegation by applicable law.

The Executive Board may adopt, amend, and repeal Policies and Procedures governing IndiATA operations, committees, volunteer roles, financial administration, records, communications, accessibility, professional conduct, conflict of interest, reporting, and other operational matters.

Policies and Procedures may not conflict with applicable law, the Articles of Incorporation, these bylaws, or binding AATA chapter requirements.

An amendment or restatement of these bylaws may be proposed by the Executive Board or in writing by any two (2) Voting Members.

The proposed amendment, restatement, or a clear summary of its substance shall be provided to Voting Members at least thirty (30) days before the deadline for voting.

A proposed amendment or restatement requires approval by a majority of votes cast by Voting Members, provided that the number of votes cast satisfies the applicable membership quorum.

Voting may occur at a duly noticed membership meeting or through a written or electronic ballot conducted in accordance with applicable law.

After approval by IndiATA Voting Members, an amendment or restatement requiring approval by AATA shall not become effective until that AATA approval is received.

Non-substantive corrections to spelling, numbering, formatting, cross-references, or terminology may be made without another member vote when they do not alter governance authority, voting rights, membership rights, terms of office, removal rights, amendment requirements, or another substantive provision.

A change required by AATA or applicable law that materially changes the substance approved by the Voting Members shall be returned to the Voting Members for approval.

No amendment may authorize activity inconsistent with IndiATA’s qualification under Section 501(c)(3) or otherwise conflict with applicable federal or state law.

These Restated Bylaws become effective only after completion of all approvals required under the bylaws in effect immediately before this restatement, including approval of the IndiATA Voting Members and any required approval by AATA.

Upon their effective date, these Restated Bylaws supersede all prior IndiATA bylaws and amendments.

An officer serving an elected term on the effective date of these bylaws continues to serve the remainder of the term for which that officer was elected unless the office becomes vacant or the officer is removed in accordance with law and these bylaws.

Existing committee and volunteer appointments remain subject to review, continuation, restructuring, rotation, or conclusion under Policies and Procedures adopted by the Executive Board.