The Irish Association of Humanistic and Integrative Psychotherapy (IAHIP) is an association of psychotherapists committed to humanistic values. The legal status of the Association is that it is a company limited by Guarantee which must comply with the Companies Act and its Constitution.

Accordingly, the Governing Body of the Association (hereafter referred to as ‘the GB’) may be seen in two notionally distinct ways:

◦ it is a group that serves the Association and gives leadership to it and seeks to uphold, implement, develop and promote the values to which the Association is committed; and

◦ it is the Board of Directors of the company, bound by Irish Company Law and with responsibilities and powers laid down by the Constitution of the Association.

This Bye Law sets out ways in which the Association requires the GB to seek to reconcile these two roles, fulfilling all requirements and duties prescribed by Company Law and by its own Constitution, while at the same time seeking to do so in a way that embodies such principles as respect, accountability, transparency, subsidiarity, empowerment, and openness to consultation.

1.1 As stated in Article 59, “the business of the Company shall be managed by the Governing Body ....”.

1.2 The ordinary responsibilities and powers of the GB as the Board of Directors are detailed in the Articles of Association, especially Articles 59 to 78.

1.3 As employers, the Association must also comply with Employment legislation, Health and Safety legislation and all other relevant statutory requirements.

1.4 The GB shall also be responsible for appointing Directors to the Board of the Humanistic and Integrative Psychotherapy Section of the Irish Council for Psychotherapy Limited (HIPSICP) and for ensuring that the Association complies with its obligations to both HIPSICP and the Irish Council for Psychotherapy (ICP).

1.5 The GB shall review requests to apply for accreditation in circumstances where the applicant does not meet the necessary criteria in any of the relevant Bye Laws but believes that their circumstances are exceptional and wish to submit an application. If the GB decides that acceptable exceptional circumstances exist and the application should be considered, they shall refer such applications to the Accreditation Committee to consider in accordance with Bye Law 2. The decision of the GB in such matters is final and cannot be appealed.

1.6 The powers of the GB as the Board of Directors are subject to the limitations that are imposed on them by Company Law and by the Constitution, and by further limitations that may be imposed by directions “given by the Company in general meeting” (AGM or EGM). (Article 59).

1.7 In exercising its powers, the GB shall endeavour to do so in a way that respects, implements, develops and promotes the values and ethos of the Association. Such values include:

(1) accountability and transparency,

(2) devolution and subsidiarity, and

(3) communication and consultation.

2.1 Article 7 of the Constitution provides for certain business to be dealt with by way of Bye Laws, directions, regulations and/or procedures. The Association has developed and implemented a number of such Bye Laws that are binding on members.

2.2 The Association has created a number of committees and in the majority of cases the structure and function of such committees, and the standards they apply, are specified in Bye Laws of the Association.

2.3 The GB will appoint chairpersons to each of the Committees using the procedure outlined in Clause 3 below.

2.4 The GB will approve all reasonable and justifiable expenses, to include the expense of seeking professional advice, requested by such committees for the proper discharge of their work. It shall also take account of its responsibility to manage the Association’s finances in a prudent manner.

2.5 All such Bye Laws, including the present Bye Law, are ultimately subject to the will of the voting members in General Meeting. As such, they are part of the directions “given by the Company in general meeting” (Article 59) and so limit the power of the GB.

2.6 Among the responsibilities of the GB is that of helping the Association to further develop its Bye Laws, so as to maximise fairness, clarity, accountability and transparency in the standards adopted and the procedures followed by the Association and its committees.

2.7 Members may submit proposed amendments to Bye Laws to the GB at any stage, accompanied by a detailed rationale. Such proposed amendments will be considered by the GB and the proposer will receive correspondence from the GB confirming whether or not they are accepting the proposed amendments and if not setting out the reasons for such a decision.

2.8 While Bye Laws or amendments to Bye Laws may be passed by the GB, they become binding law only if and when the changes are notified to all the members.

2.9 Any Bye Laws passed by the GB may be repealed or amended at a General Meeting, provided that notice of the proposal to repeal or amend them, along with the text of any proposed amendment, accompanies the notice to members convening that General Meeting.

2.10 Proposed Bye Laws not already passed by the GB may be passed into law by a General Meeting provided that notice of the proposal to adopt them, along with the text of the proposed Bye Law, accompanies the notice to members convening that General Meeting.

3.1 When a vacancy arises for the position of Chairperson of a Committee, the GB will appoint a sub-committee of 3 GB members to oversee a process to identify a suitable person to fill the vacancy.

3.2 The sub-committee will invite applications for the position from members. Such invitation will outline the responsibilities and duties attaching to the position and the expected time commitment to be given.

3.3 Applications should be accompanied by a CV (or similar) and a covering letter outlining why the applicant believes they are suitable for the position.

3.4 The sub-committee may invite the applicant to an interview to discuss the position and the applicant's suitability.

3.5 If no suitable applications are received, the sub-committee may identify and approach individuals they believe suitable for the position.

3.6 Once a suitable candidate has been identified, the sub-committee will make a recommendation to the GB.

3.7 The GB will then make a decision as soon as possible.

4.1 Formal accountability of the GB to the general membership shall be provided by reports to Annual General Meetings from:

a) the Chairperson,

b) the Membership Secretary, and

c) the Treasurer.

Time will be allocated at the Annual General Meeting to allow for presentation of these reports.

4.2 Informal accountability and transparency in relation to the general membership shall be provided by (for example) the issuing of Newsletters, bulletins, and postings on the Association website.

4.3 As an exception to the principle of transparency, there may be times where the GB is not in a position to communicate confidential matters to the general membership as they may, for example, be commercially sensitive, relate to ongoing matters, be subject to litigation where such communication is prohibited, or may damage the interests of the Association. The GB has full discretion as the elected representatives of the Association to make such decisions regarding whether a matter should be reported or not taking into account the interests of the Association.

The GB will report on such matters, where relevant, as soon as they are permitted to do so without negatively affecting the Association.

4.4 The GB shall receive regular reports from Committees to provide for the formal accountability of the Committees.

4.5 (i) As noted in clause 2 above, the GB has delegated some of its powers to certain Committees as per the terms of the Bye Laws of the Association. The GB may also delegate some of its power, especially as regards recurrent business, to sub-committees or working groups not governed by Bye Laws. Such sub-committees or working groups will be given a clear Terms of Reference outlining the duties of the committee or working group.

(ii) In line with a commitment to subsidiarity, which as an organising principle involves allowing issues that can be dealt with effectively and fairly at “lower” or less centralised levels to be dealt with there, the GB shall not normally override the decisions and actions of such groups when acting within their proper authority.

(iii) In certain cases, for example in the case of the Complaints Policy and Procedures, the GB is expressly excluded from overriding decisions.

(iv) In other cases, however, it does remain ultimately responsible (subject only to the general membership in General Meeting) for decisions and actions taken in the name of the Association. Accordingly, and exceptionally, it may, when it judges that natural justice or the well-being of the Association warrants it, query whether the committee has exceeded the powers delegated to it. In such circumstance it shall seek to resolve the differences through dialogue. Only as a last resort, and where it clearly has the authority to do so, shall it override the decision of the committee and, if it does so, it shall account for its action to the next AGM if called on to do so by the committee in question.

4.6 (i) It shall seek to make involvement of its own members easier by having clear written policies and procedures and standing orders which are accessible to all its members, and which empower them to contribute their creativity and concerns to the work of the GB

(ii) To provide formal channels of communication with committees, it shall appoint a member of the GB to also be a member of the following committees, to act as a liaison between the committee and the GB as regards normal business:

• The Accreditation Committee

• The Re-accreditation Committee

• The Supervision Committee

• The Training Course Recognition Committee

• The Ethics Committee

Where a lack of volunteers makes this difficult, the GB may also invite a committee to nominate a liaison person who may then be co-opted to the GB

(iii) If a proposal is made, either from a committee or by the GB itself, to amend a Bye Law affecting a committee, consultation shall take place with the members of that committee, with the Ethics Committee, and where possible and appropriate with members of other committees.

(iv) When there is agreement with the committee in question, and with the Ethics Committee, about the value and the fairness of the proposed changes, the new or amended Bye Law may be passed by the GB.

(v) In order to ensure that proper communication and dialogue takes place, the Chairperson of the GB will host a Committee Chairpersons meeting at least once annually to be attended by the Chairpersons of the following Committees:

a)The Accreditation Committee

b)The Re-accreditation Committee

c)The Supervision Committee

d)The Training Course Recognition Committee

e)The Ethics Committee

f)The Complaints Committee

g)The Internal Grievance Committee

h)The Appeals Committee

i)The Inside Out Editorial Board

(vii) At this meeting, the positive and negative aspects of the work of each committee, together with the overall direction of the Association’s policy during the year, will be discussed, together with any major changes or proposed changes in the structures of the Association.

5.1 The number of members of the GB is regulated by the Articles of Association, Article 45, which allows the permissible maximum and minimum numbers to be determined from time to time by the members in general meeting.

5.2 No member of the GB may serve for more than two years without being re-elected.

5.3 The Articles of Association in Article 50, specify that to be eligible for election or re-election a member must normally be either:

(a) a member retiring from the GB and offering themselves for re-election, or

(b) a fully accredited, practising member proposed in writing not less than three and not more than twenty-one days before an AGM, and confirming in writing their willingness to be elected.

5.4 If insufficient numbers are eligible for election as specified in Clause 4.3 (i), once all the eligible members have been voted for, nominations from the floor at AGM may be taken but any such nomination must be proposed and seconded by persons qualified to attend and vote at the meeting. If only one person is nominated there must still be a vote and the nominee must receive a majority vote in order to be deemed elected. (Article 56)

5.5 The GB may at any time co-opt any full member of the Association to the GB to fill a casual vacancy or as an addition to the existing members, provided that the prescribed maximum number is not exceeded (Article 57). Any member so appointed shall retain their office only until the next AGM but shall be eligible for election.

5.6 (i) The Articles of Association, Article 46, provide for the election of a Chairperson, a Vice-Chairperson, a Membership Secretary and a Treasurer. The members in general meeting may also decide to create additional offices. Officers shall retire two years after being elected but shall be eligible for re-election (Article 48).

(ii) In accordance with the custom and practice adopted under Article 47, officers of the GB (such as the Chairperson, Vice-Chairperson, Membership Secretary and Treasurer) are elected by the members at an AGM or exceptionally, and if circumstances make it necessary, at an EGM.

(iii) In the event that any office remains unfilled by election at the AGM, or in the event of the retirement of an officer during the year, the GB may either elect one of their number to fill the vacancy or co-opt a member of the Association to the GB and then elect that person to fill the vacant office. Any person so elected shall retain the office only until the next AGM, but shall be eligible for election. Time served as a newly co-opted member shall not count towards term limits. (Article 57)

6.1 The GB shall seek to enable all its members to be fully involved in its work and to contribute their creativity and energy to the maximum extent possible.

6.2 Where possible, meetings shall be arranged in places and at times that facilitate the presence of any members with mobility difficulties and of those who travel from places distant from the venue of the meeting.

6.3 Members must declare any personal or professional conflict(s) of interest in line with IAHIP’s Conflict of Interest policy.

6.4 Members must also agree to abide by any relevant Code of Conduct and to comply with all confidentiality requirements.