Employee Assistance Professionals Association Bylaws

(amended 10/9/2025)

ARTICLE I – NAME AND OBJECTIVES

The name and title of the Association shall be the Employee Assistance Professionals Association ("EAPA”).

The objectives of EAPA, a non-profit and tax-exempt association, are as follows:

To be the global voice of the employee assistance field.

The mission of EAPA is to provide our members, clients, and industry partners with what they need to support workplaces and their workforces. This includes establishing a global forum for the exchange of ideas, training and education, credentialing and certification, standards and ethics, program development and research.

Our Cause (Why we exist)

Our Value (What we do)

Our Promise (How we serve stakeholders)

EAPA provides exceptional membership experience, a diverse vibrant community, and essential tools to support and promote member, chapter, branch and organizational success. EAPA provides member services in a manner that ensures viability, growth, and ability to adapt to our changing world of work.

ARTICLE II – ADMINISTRATION

EAPA shall maintain a legal corporate registration within the United States for conducting EAPA’s business.

Section 2.  Administrative Officers

a. The Board shall appoint or designate a chief executive officer (“CEO”). The CEO shall report to the Board and perform duties under the direction of the Board as the Board may require.

b. The CEO shall have full authority and responsibility for the operations of the headquarters office, including but not limited to employment and termination of employees; management and direction of association activities; negotiating, signing, and managing contractual relationships; and fiduciary responsibility for the assets of EAPA.

c. The CEO may appoint other such administrative officers as needed to fulfill the purpose of EAPA.

d.  The CEO shall be ex-officio, nonvoting member of the Board, Executive Committee, and EACC, however, the CEO may be excused by majority vote during all or part of any executive session of those bodies.

e.  Negotiation of the CEO’s contract will be done on behalf of EAPA by the President and President Elect. Such contract shall be reviewed by EAPA’s legal counsel and the Executive Committee prior to presentation to the Board for final approval. All terms of the contract shall be disclosed to the Executive Committee and the Board.

EAPA’s fiscal year shall be from July 1 to June 30.

EAPA's seal shall be approved by the Board, the custody and use of which shall be under the direction of the Secretary-Treasurer or their designee.

ARTICLE III – MEMBERSHIP

Section 1. Eligibility for Membership

Any person may become a member of the Association by paying the specified annual membership fee and subscribing to the purpose of the Association in Article I, Section 4. Membership classes and dues are determined by the Membership Committee.

There are multiple classes of membership, voting and non-voting inclusive. Membership classes and dues are determined by the Membership Committee.

Individual members of EAPA must also be a dues paying member of a chapter or branch (geographic or virtual) of EAPA.

No person shall be denied membership in EAPA based on race, color, national origin, age, disability, religion,  ethnic origin, gender identity or sexual orientation. EAPA welcomes individuals of diverse backgrounds as members and is committed to facilitating their inclusion and participation in all EAPA global, branch, and chapter activities.

Special Meetings of EAPA may be called by the Board or by written request of ten percent (10%) of the voting members. Notification of such meeting shall state the purpose of the meeting and shall be made at least ten (10) days before such meeting.

Section 8. Waiver of Notice

Whenever any notice of any meeting of the members is required under provisions of law, the Articles of Incorporation, or these Bylaws, a waiver in writing, specifically acknowledged by the those scheduled to receive notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection shall constitute waiver of required notice.

The presence of twenty-five (25) voting members of EAPA constitutes a quorum for the transaction of business at the annual general meeting or special meeting called in accordance with Article III, Section 7.

Section 10. Voting

a. Voting privileges within EAPA are as defined in Article III, Section 1.

b. Each voting member is entitled to one (1) vote on each matter submitted to the vote of such voting members.

c. Each voting member is entitled to one (1) vote for each position on the approved ballot of nominees for open Board positions.

ARTICLE IV – OFFICERS

Section 1. Officers

a. The officers of EAPA are:

President

President Elect

Secretary-Treasurer

Immediate Past President CEO (ex-officio and nonvoting)

a. Except for the CEO, the term of office for each specific position shall be for two years or until a successor is elected or appointed and assumes the office. The term of office will begin on the last day of the Annual Conference. If a conference is not held in that year, the term would begin October 1^st.

c. No member may hold more than one (1) officer position at any time.

Section 2. Duties of Elected Officers

A. The President:

1. Serves as the official spokesperson and representative of the organization, the Board, and the members.
2. Presides over meetings of the Board, Executive Committee, and the membership.
3. Negotiates the employment contract of the CEO, in accordance with the provisions of Article II of these Bylaws.
4. Serves as the primary liaison between the Board and the CEO, with the duty to maintain regular communication with the CEO and the Board to ensure effective governance and oversight.
5. Appoints all committee and task force chairs, except the Finance Committee, and all representatives to allied organizations. Such appointments may be reviewed and/or rescinded at the discretion of the Board.
6. Coordinates the activities of committees serving EAPA.
7. Performs such other duties as EAPA’s governance documents or the Board may require

B. The President Elect

a. Ensures the accurate production of minutes of all Board and membership meetings.

b. Except as otherwise set forth in these Bylaws, ensures that any notices or ballots required by these Bylaws are sent properly and in a timely fashion.

c. Ensures that the official corporate and financial records of EAPA are properly maintained.

d. Has custody and use of EAPA’s corporate seal but may delegate such responsibility as needed.

e. Chairs the Finance Committee.

f. Works with the CEO and any other necessary staff to submit annual financial reports and budgets for Board approval.

g. Serves as a member of the Executive Committee.

h. Performs such other duties as EAPA’s governance documents or the Board may require.

i. Assumes the duties of the President in case of absence or inability to fulfill the duties of the office.  

j. Becomes President at the expiration of the current President’s term.

k. Assists the President in negotiating the employment contract of the CEO, in accordance with Article II of these Bylaws.

l. Serves as an ex-officio member of the Employee Assistance Certification Commission (“EACC”).

m. Serves as a member of the Executive Committee.

n. Serves as chair of the Directors meetings.

o. Coordinates governance activities related to the strategic plan for EAPA.

p. Coordinates governance activities related to Chapter/Branch engagement and development.

q. Performs such other duties as EAPA’s governance documents or the Board may require

 C. The Secretary-Treasurer  

a. Ensures the accurate production of minutes of all Board and membership meetings.

b. Except as otherwise set forth in these Bylaws, ensures that any notices or ballots required by these Bylaws are sent properly and in a timely fashion.

c. Ensures that the official corporate and financial records of EAPA are properly maintained.

d. Has custody and use of EAPA’s corporate seal but may delegate such responsibility as needed.

e. Chairs the Finance Committee.

f. Works with the CEO and any other necessary staff to submit annual financial reports and budgets for Board approval.

g. Serves as a member of the Executive Committee.

h. Performs such other duties as EAPA’s governance documents or the Board may require.

D. The Immediate Past President:

1. Serves for one year following the term as president, however, in case of a vacancy in the office, the position shall not be filled.
2.  Serves as a non-voting ex-officio member of the Executive Committee. The Past President may vote when called upon to break ties.
3.  Performs such other duties as the governance documents or Board may require.

ARTICLE V – BOARD OF DIRECTORS

Section 1. Authority

The Board shall be the governing and policy-making body of EAPA and shall have responsibility for supervising the activities of EAPA. The Board may delegate certain of its duties and functions, but such delegation shall not abrogate or vitiate its powers and responsibilities.

The Board shall be comprised of the elected officers and seven (7) Directors and three (3) appointed Directors, with a minimum of one Director from organized labor and a minimum of one non-US resident global Director. The Executive Committee may appoint up to three (3) Directors possessing technical competencies critical to the association that fall outside of EAPA professional membership such as accounting, law, marketing, information technology, public relations and finance expertise. The CEO, the  Immediate Past President, appointed Directors and the EACC chair shall be non-voting, ex-officio members of the Board.

Elections shall be held annually, with oversight provided by a Board-appointed Nominating Committee. Elected Board members will serve a term of three (3) years. The term of office will begin the last day of the Annual Conference. If a conference is not held in that year, the terms would begin October 1^st.

To ensure continuity of leadership, the terms of service for elected Board members are staggered into three groups, including a group of three (3) Directors, a second group of three (3) Directors, and a third group of four (4) Directors. Approximately one third of the director positions will be open for election each year. Each election will serve to replace the expiring positions.

A majority of the Board then in office (exclusive of ex-officio members) shall constitute a quorum. A majority of directors present shall be required to act unless a greater vote is  required by law or these Bylaws.

Directors are expected to attend all scheduled Board and Task Force meetings.  Regular and reoccurring failure to attend may result in removal from the Board pursuant to Article V, Section 9.

ARTICLE VI – COMMITTEES

Section 1. Standing Committees, Special Committees and Task Forces

The Board may create standing and special committees or task forces as needed.

Standing committees are open-ended committees that address ongoing or procedural issues. As a result, creating and dissolving a standing committee takes a bit more effort than an ad hoc committee, standing committees should only be created for long-term issues. The President appoints all committee chairs and vacancies. All members of the committees must be an EAPA member in good standing.. EAPA standing committees include:

Special Committees are created to perform a specific task and is dissolved when the task is completed, and the final report is given to the Board. The membership should not create a special committee to do something that is within the designated function of a standing committee. The President appoints all committee chairs and vacancies. Committee chairs must be members of the Board.

Task Force are for short-term needs that have a specific timeframe, such as strategic planning. Once the task force completes its work, it is dissolved, and its members are then free to take on other responsibilities. The President appoints all committee chairs and vacancies. Committee chairs must be members of the Board.

1. The EACC is independent in matters relating to certification and has full authority for establishing policies, procedures and standards required for the following EACC related activities:

   1. Eligibility and examination qualifications;

   2. Examination content and construction;

   3. Test administration;

   4. Scoring, in accordance with generally accepted psychometric principles;

   5. Certification without examination;

   6. Rules of procedure for meetings, including site, frequency and agenda;

   7. Appeals;

   8. Committees, standing and ad hoc.

2. The EACC may make recommendations to the Board and/or the CEO. The EACC does not have independent authority to do the following:

   1. Establish or modify certification related fees;

   2. Authorize revenue producing activities or expenditures;

   3. Obligate and/or encumber the EACC or EAPA, including in connection with contracts related to credentialing and/or testing;

   4. Administrative, legal, and management support services;

3. The EACC will evaluate, at least annually, the timeliness, quality and effectiveness of any contractor(s) with whom it works, and report with recommendations to the Board about such services, including the need to continue or alter the services and/or independent contractors.

4. The EACC shall submit a report to the Board about its activities at every Board meeting.

Section 2. Committee Purpose

The Committee shall oversee adherence to laws, regulations, and policies that pertain to Association operations. The Committee shall consider and report or recommend to the Board on matters pertaining to compliance, oversight and legal issues.

Section 3.  Composition and Structure

Committees shall consist of not less than six (4) appointed members, in addition to ex officio members.

The President appoints all committee chairs and vacancies. Committee chairs must be members of the Board.

The President of the Association shall serve as ex officio member of the Committee. Committee will seek consultation from representative constituent groups as appropriate in the exercise of its responsibilities.

Section 3: Committee Charter

Acting with the President, Committees are charged to:

• Develop and recommend to the Board of Directors policies and procedures governing the programs and services to be offered by the Association to subscribing members and the public.
• Provide policy guidance and consultation for the Present and CEO in setting priorities for programs and services.
• Establish policies and guidelines to assist the Association in setting the fees to be charged for programs and services offered by the Association.
• Establish policies and guidelines to assist the Association in considering fees for outside presenters and providers of services offered by the Association.
• Establish policies and guidelines within which the CEO is authorized to enter collaborative arrangements with other organizations and providers of services.

Committees will establish a committee charter that must be approved by the Board. Committees will meet at least quarterly and more often as needed. A majority of the committee members shall constitute a quorum. The committee chair will keep a copy of the committee meeting minutes and forward a copy to the board secretary. The committee chair may invite any director, officer, staff member, expert or other advisor who isn’t a member of the committee to attend, but these individuals have no voting power.

ARTICLE VII - CONFLICT OF INTEREST

1. Any member of the Board or a committee who has a financial or fiduciary interest in, or the appearance of such an interest in, a matter which comes before the Board or any committee shall bring such genuine or apparent conflict of interest to the attention of the Board or such committee and shall abstain from voting on such matter unless it is determined by the majority of the remaining members of the Board or applicable committee that no conflict of interest exists or that a conflict may be waived.
2. Any person who has knowledge of such genuine or apparent conflict of interest on the part of any member of the Board or any committee must bring such conflict of interest to the attention of the Board or such committee and the member of the Board or committee will abstain from voting on the matter unless it is determined by the majority of the remaining members of the Board or applicable committee that no conflict of interest exists or that such conflict may be waived.
3. When any member of the Board, a committee, or an interested third party, brings to the attention of the Board or committee the claim that a genuine or apparent conflict of interest exists, the Board or committee will vote to determine whether an actual conflict of interest exists and/or whether such conflict of interest may be waived.
   1. If the majority of those voting determines that, a conflict does exist and it may not be waived, the member with the conflict of interest shall abstain from voting on the matter.
   2. If the majority of those voting determine that no conflict of interest exists or that such conflict may be waived, the member may vote on the matter.

ARTICLE VIII – SUBORDINATE UNITS

Section 1. Chapters

1. Chapters within the United States may be organized to foster the purposes of EAPA and to provide a vehicle by which members can meet and discuss matters of mutual interest. Chapters may be based on a geographic area or a virtual chapter organized around a common interest, specialty or theme.
2. Any twelve (12) or more individual EAPA members with common geography, theme, specialty or interest may petition for chapter status. The formation of a chapter wholly within the geographic area of an existing chapter will not be precluded. The Board may grant reasonable exceptions to these requirements, according to policies adopted by the Board.
3. Applications for any chapter status will include proposed chapter bylaws, which must be substantially similar to EAPA’s model chapter bylaws, subject to modification due to state law requirements. Applications for any chapter status must be submitted to the Board for consideration and approval according to Board policies.
4. Chapters have no right to, and may not represent that they can, obligate policy, finances, or any other matters, on behalf of EAPA without the prior written approval of the Board.
5. Chapters must operate as not-for-profit entities, or the equivalent thereof, and must obtain such tax-exempt status either independently and directly from the Internal Revenue Service, or through EAPA’s group exemption. Chapters are responsible for maintaining tax exempt status, the proper conduct of chapter business and reporting in accordance with federal, state and local requirements. Chapters are required to respond to the annual EAPA Call for Data.
6. Chapters are strongly encouraged to file articles of incorporation or similar organizational documents establishing their independent corporate status. Any action taken by the local chapter without the prior written consent of the Board shall not be binding on, or on behalf of, EAPA. EAPA does not authorize any local chapter to act as an express or implied agent for, or on its behalf without its prior written consent.

g    Each chapter shall use the bylaws submitted to and approved by the Board, and based on EAPA’s model chapter bylaws, subject to modification due to state law requirements.

Chapter bylaws must allow for EAPA to have the right and authority to dissolve the chapter or take such other action as it deems necessary to disassociate the chapter from EAPA in the event that the chapter does not comply with the provisions of these Bylaws, the chapter’s bylaws, and/or any written agreement with EAPA. Chapter bylaws may not be in conflict with the Bylaws as the same may be amended from time to time. Updates to chapter bylaws must be reviewed and approved by the Board and must be in accordance with Board policies.

1. Chapter meetings may be held at such intervals as may be decided by the chapter, but not less than four (4) separate times per year.
2. No person may be a member of a chapter unless he or she is also a member in good standing of EAPA. No person who is a member in good standing of EAPA and who pays all applicable dues may be denied membership in an EAPA chapter. Individuals may be a member of more than one chapter.

   Chapter membership categories and voting rights shall be the same as those established in Article III of these Bylaws.

3. Chapter officers shall be elected for a term not to exceed (2) years. No individual will serve more than 2 consecutive terms in the same officer position. Exceptions require approval of the EAPA Board of Directors.
4. The Board may review the viability of any chapter whose membership falls below twelve (12) members in good standing to determine if it can be revived or merged into another chapter. If a chapter cannot be revived or merged into another chapter, the Board may, among other things, call for the dissolution of the chapter and the disassociation of the chapter from EAPA in accordance with Board policies.

Section 2.  Branches

1. Local, regional, or national branches located outside the United States may be organized to foster the purposes of EAPA and to provide a vehicle by which members can meet and discuss matters of mutual interest.
2. Any twelve (12) or more individual EAPA members residing or working in the same geographic area may petition for branch status. The formation of a branch wholly within the geographic area of an existing branch will not be precluded. Existing branches are grand-fathered under the historic requirement of 6 members for formation and must maintain 12 members going forward.
3. Applications for branch status will include proposed branch bylaws and will be submitted to the Board for consideration on the appropriate forms according to policies developed by the Board.
4. Branches have no right to obligate policy, finances, or any other matters, on behalf of EAPA without the prior written approval of the Board.
5. Any action taken by a branch without the prior written consent of the Board shall not be binding on, or on behalf of, EAPA. EAPA does not authorize any branch to act as an express or implied agent for, or on its behalf, without the prior written consent of EAPA.
6. Each branch shall use the bylaws submitted to and approved by the Board. Branch bylaws must not be in conflict with the EAPA Bylaws. Updates to branch bylaws must be reviewed and approved by the Board and must be in accordance with policies developed by the Board. It is the responsibility of each branch to ensure that its bylaws are always consistent with the Bylaws, as they may be amended from time to time. Branches will be required to respond the annual EAPA Call for Data.
7. Branch meetings may be held at such intervals as may be decided by the branch, but not less than four (4) separate times per year.
8. No person who is a member in good standing of EAPA and who pays all applicable dues may be denied membership in an EAPA branch in that member’s geographic area. A person may be a member of a branch, without EAPA membership, if they reside within the geographic branch region.
9. To retain branch status, every branch must: (i) maintain at least twelve (12) current EAPA members among its membership; (ii) establish and maintain a board of officers and/or directors, all of whom must also be EAPA members in good standing; and (iii) remain current in paying EAPA’s annual branch fee.
10. Branches may allow their associate or non-EAPA members to vote on branch issues; however only EAPA members in good standing may hold a branch officer position.
11. The Board may grant reasonable exceptions to these requirements

Section 3. Chapter and Branch Dissolution

EAPA chapters and branches may be required or request to dissolve and shall be disassociated from  EAPA “for cause” or voluntarily, upon the majority vote of the Board.

1. “For cause” may include, but is not limited to:

1. Failure to adequately represent the interest of local members.
2. Failure to pay dues;
3. Failure of officers to maintain membership;
4. Failure to comply with the EAPA Code of Ethics;
5. Behavior which is inconsistent with the goals and standards of EAPA;
6. Failure to conduct business in a financially responsible manner;
7. Failure to be responsive to legitimate Board and staff requests; and
8. Failure to maintain the requisite minimum number of individual voting members.

    

1. Upon request may include, but is not limited to:
   1. By chapter/branch president with the approval of the majority of members of the chapter or branch.

Upon dissolution and/or disassociation from EAPA, each such chapter and/or branch shall make a full accounting to EAPA to show payment of all debts and expenses. All remaining assets, in whatever form, at the request of EAPA, shall be returned to EAPA’s headquarters and be credited to EAPA’s general accounts pending further direction by the Board.

ARTICLE X - LIABILITY INDEMNIFICATION AND REMUNERATION

Section 1. Liability and Indemnification

1. In the absence of fraud or willful misconduct, the officers, directors, commissioners, and employees of EAPA will not be personally liable for its debts, obligations, or liabilities.
2. EAPA will indemnify all officers, directors, commissioners, and employees of EAPA, or any person who may have served at its request as an officer, director, or commissioner of another organization, whether for profit or not for profit, against claims or expenses actually and necessarily incurred in connection with the defense of, or any liability arising from, any action, suit, or proceeding of any nature arising out of or in connection with EAPA.
3. Indemnification will not be deemed exclusive of any other rights to which such officer, director, commissioner, or employee may be entitled under the Bylaws, agreement, vote of the Board, or otherwise.
4. EAPA may purchase and maintain insurance on behalf of any person who is or was an officer, director, commissioner, or employee against any liability asserted against him or her in any such capacity.
5. Indemnification by EAPA will cover all amounts above and beyond policy coverage or items not included in coverage, including reasonable attorneys’ fees and court costs, except in the case of: (i) fraud or willful misconduct, or (ii) any action filed by EAPA against such person resulting in the finding by a court or arbitrator, as the case may be, that such person breached his or her duty to EAPA.

Section 2. Remuneration

With the exception of services provided under certain contractual agreements, members of the  Board, commissioners of the EACC, and all other members serve as unpaid volunteers, who may be reimbursed only for actual out-of-pocket expenses. Payments for contractually purchased service shall be determined by the specific contract, the awarding of which shall be governed by sound fiscal management practices.

ARTICLE XI - EXEMPT STATUS PROVISIONS

Section 1. Restrictions on Activities

Notwithstanding any other provisions of the Bylaws, EAPA shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under section 501(c)(3) of the U.S. Internal Revenue Code of 1986, or any successor provision.

Section 2. Dissolution

In the event of dissolution, the residual assets of EAPA will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501(c)(3) and 170(c)(2) of the U.S. Internal Revenue Code of 1986 or corresponding sections of any future Internal Revenue Code.

ARTICLE XII - AMENDMENTS OF THE BYLAWS

Section 1. Amendment by Membership

These Bylaws may be amended, repealed, or altered, in whole or in part, and additional bylaws may be adopted, by a majority of those voting members voting at an annual general meeting or special meeting of the membership at which a quorum is present, or through a mail or electronic ballot, provided that the notice of any proposed amendments shall be mailed to all voting members at least six (6) weeks before the voting date.

Section 2. Amendment by Board of Directors

Alternatively, these Bylaws may be amended by a majority vote of the entire Board held at a regular or special meeting of the Board, provided that notice of any proposed amendment is submitted to the Board at least thirty (30) days before the meeting at which the amendment is to  be considered.