North American Society for the Study of Personality Disorder Bylaws
Article 1: Offices
The North American Society for the Study of Personality Disorders, also known as the NASSPD, is incorporated in the Commonwealth of Massachusetts. The Corporation may have other such offices, either within or without the Commonwealth of Massachusetts, as the Board of Directors may determine, or as the affairs of the Corporation may require.
Article 2: Objectives & Stipulations
Section 1. Objectives. The purposes and objectives of the Corporation shall be as set forth in its Articles of Organization.
Section 2: Stipulations. The Corporation is not organized for pecuniary profit. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or member of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting its authorized purpose), and no director, officer, or member of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.
Article 3: Membership
Section 1: Statutory Members. The Corporation shall have no statutory members. Any action or vote required or permitted by law to be taken by members of the Corporation shall be taken by action or vote of the same percentage of the directors.
Section 2: Dues-Paying Members.
The Corporation shall have four (4) classes of dues paying members designated as follows:
(a) Active members are persons of good standing who have applied for membership, who have an interest in personality and/or personality pathology, and who are engaged in professional activities relating to personality and/or personality pathology. These activities may include research, treatment, education, or advocacy. Active members include, but are not limited to, members of the psychology, medical, social work, or counseling professions.
(b) Student (or trainee) members are persons of good standing who are involved in undergraduate, graduate or other advanced training or, if a physician, are involved in residency or fellowship training.
(c) Life Members are active members who have made a one-time contribution of at least $5000 to the Corporation and as a result, they are exempt from any payment of dues or assessments in the future.
(d) Emeritus members are those who have been members for a total of 25 years and as a result, they are exempt from any payment of dues or assessments in the future. Any such dues-paying members shall not be considered the members of the Corporation within the meaning of section 2(e) of Chapter 180 of the General Laws of Massachusetts.
Section 3: Rights. Active members, life members, and emeritus members are all eligible to hold such offices as may be designated by the Board of Directors from time to time. Student (or trainee) members may be members of such committees as may be designated by the Board of Directors from time to time.
Section 4: Termination of Membership. The Board of Directors, by majority vote of all of the members of the Board at any regularly constituted meeting, may suspend or expel a member for cause.
Section 5: Resignation. Any member may resign by filing a written resignation with the President.
Section 6: Transfer of Membership. Membership in this Corporation is not transferable or assignable.
Article IV: Meeting of Members
Section 1: Meeting. An annual meeting of the members shall be held once per calendar year for the purpose of educating members about personality or personality pathology. The Board of Directors shall have the sole authority to organize this meeting.
Section 2: Place of Meeting. The Board of Directors may designate any place either within or without the Commonwealth of Massachusetts as a place of meeting for the annual meeting.
Section 3: Notice of Meetings. Members will be given notice of annual meetings not less than thirty (30) days before the date of such meeting by the President or his or her designee.
Article V: Board of Directors
Section 1: General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the Commonwealth of Massachusetts.
Section 2: Number in Tenure. Directors shall be the President, the immediate past-President, the Vice President, the Clerk, the Treasurer, and up to six directors-at-large for a total of up to eleven (11) directors. The President, Vice President, Clerk, and Treasurer, and other directors will serve terms of three (3) years. The immediate past-president will serve a term of one year, but then may be elected thereafter as a director-at-large. There is no limit on the number of terms a director may hold.
Section 3: Regular Meetings. An annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of members.
Section 4: Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any four (4) Directors. These may be conducted in person, by teleconference, or by other electronic means.
Section 5: Notice. Notice of any special meeting by the Board of Directors must be given at least 14 days previously thereto by notice delivered personally, by e-mail or other electronic means, or sent by mail to each Director at his or her address shown in the records of the Corporation.
Section 6: Quorum. The majority of directors present at any meeting of the Board of Directors shall constitute a quorum for the transaction of business, but in the absence of a quorum a lesser number may, without further notice, adjourn the meeting to any other time.
Section 7: Action at Meetings. At any meeting of directors at which a quorum is present, the vote of at least a majority of those directors present shall decide any matter unless the Articles of Organization, these Bylaws or any applicable law requires a different vote.
Section 8: Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto is signed by all the directors or all the members of the applicable committee and filed with the records of the meetings of the directors. Any such written consent shall be treated for all purposes as a vote at a meeting.
Section 9: Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the President with the approval of a majority of the Board of Directors. A director appointed to fill a vacancy shall be elected to the unexpired term of his or her predecessor in the office.
Section 10: Meetings by Telephone Conference. Directors may hold meetings by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.
Article VI: Officers; Advisors
Section 1: Officers. The officers of the Corporation shall be the President, the immediate past-President, the Vice President, the Clerk, the Treasurer, and such other officers as may be appointed in accordance with the provisions of this article, with the approval of the majority of the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Clerk and President and Treasurer.
Section 2: Election and Term of Office. The officers of the Corporation shall be approved by a majority vote of the Board of Directors. New officers may be created by the President and filled at any meeting of the Board of Directors.
Section 3: Removal. Any board member and/or any officer may be removed by the Board of Directors by 2/3 vote of the entire board when in the considered opinion of the board, the individual has become unable or unwilling to perform the duties of the position. Reasons for removal may include, but are not limited to, illness or incapacity, misappropriation of Corporation resources, development of a substantial conflict of interest, suspension or revocation of licensure of professional practice in any jurisdiction, or the determination of an ethical violation by any regulatory body or professional organization.
Section 4: President. The President shall be the principal executive officer of the Corporation and shall in general, supervise and control all of the business and affairs of the Corporation; shall preside at all meetings of the members and Board of Directors; may sign, with the Treasurer or other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5: Vice-President. In the absence of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 6: Clerk. The Clerk shall keep the minutes of the meeting; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address(es) and email address(es) of each member, which shall be furnished to the Clerk by such member; and in general perform duties incident to the Clerk of the Corporation and such other duties as from time to time may be assigned by the President or the Board of Directors. The Clerkshall be responsible for making sure that all appropriate non-financial forms) are filed with the appropriate state and federal agencies.
Section 7: Treasurer. The Treasurer shall have charge and custody of and be responsible for all the funds and securities of the Corporation; receive and give receipts for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VIII of the bylaws; and in general perform all the duties incident to the Treasurer of the Corporation. The Treasurer shall be responsible for making sure that all appropriate tax and other financial forms are filed with the appropriate state and federal agencies.
Section 8: Other Officers. Other officers shall have such duties and powers as may be designated from time to time by the directors.
Section 9: Advisors and Other Supporters of the Corporation. The directors may designate certain persons or groups of persons as one or more categories of sponsors, benefactors, contributors, advisors or friends of the Corporation or such other title as they deem appropriate (“Advisors”). Advisors shall serve in an honorary capacity for such term as the directors may determine. In the absence of any such determination, an Advisor shall serve until the next annual meeting of directors or special meeting in lieu thereof. Advisors shall not be members or directors of the Corporation and shall not exercise any of the powers granted to members or directors and, except as the directors may otherwise designate, shall have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities in their advisory capacity. The Corporation may require an advisor to sign a confidentiality agreement before the advisor may commence service as an advisor.
Article VII: Committees
Section 1: Committees. Committees may be designated by the President with the approval of a majority of the directors or by resolution adopted by the majority of the directors present at any meeting at which a quorum is present. Committees shall have two or more members. Except as otherwise provide in the resolutions, members of each such committee shall be members of the Corporation, and the President of the Corporation or the committee chair shall appoint the members thereof.
Section 2: Term of Office. Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until a successor is appointed, unless the committee shall be sooner terminated. Members of committees may by reappointment serve as their own successors. Reappointment shall follow the same regulation as initial appointments.
Section 3: Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 4: Quorum. A majority of the whole committee shall constitute a quorum.
Section 5: Rules. Each committee may adopt rules for its own government as long as they are consistent with these bylaws and with rules adopted by the Board of Directors.
Article VIII: Provisions Relative to Transactions with Interested Persons
The Corporation may enter into contracts and transact business with one or more of its directors or officers or with any corporation, organization or other concern in which one or more of its directors or officers are directors, officers, stockholders, partners or otherwise interested; and, in the absence of fraud, no such contract or transaction shall be invalidated or in any way affected by the fact that such directors or officers of the Corporation have or may have interests which are or might be adverse to the interest of the Corporation even though the vote or action of directors or officers having such adverse interest may have been necessary to obligate the Corporation upon such contract or transaction, unless, for so long as the Corporation is a private foundation described in section 509 of the Internal Revenue Code of 1986, as amended (the “Code”), such contract or transaction constitutes an act of self-dealing prohibited by section 4941 of the Code. In the absence of fraud or, for so long as the Corporation is a private foundation described in section 509 of the Code, in the absence of self-dealing, no director or officer of the Corporation having such adverse interest shall be liable to the Corporation or to any creditor thereof or to any other person for loss incurred by it under or by reason of such contract or transaction, nor shall any such director or officer be accountable for any gains or profits realized thereon. Notwithstanding the foregoing, subject to the Articles of Organization and applicable law, the Board of Directors shall adopt a conflict of interest policy covering the Corporation’s substantial contributors, directors, officers and such other employees as shall be specified in the policy.
Article IX: Indemnification
To the extent legally permissible, including to the extent that the status of the Corporation as exempt from federal income tax under section 501(c)(3) of the Code, is not affected thereby, the Corporation shall indemnify each person who may serve or who has served at any time as a director or officer of the Corporation, or who at the request of the Corporation may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which he or she may become involved by reason of his or her serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he or she is successful on the merits, a proceeding authorized by at least a majority of the full Board of Directors, or a proceeding that seeks a declaratory judgment regarding his or her own conduct); provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action or omission was in the best interests of the Corporation. Such indemnification may, to the extent authorized by the Corporation, include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment.
A person entitled to indemnification hereunder whose duties include service or responsibilities as a fiduciary with respect to a subsidiary or other organization, including an employee benefit plan, shall be deemed to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Corporation if he or she acted in good faith in the reasonable belief that his or her action was in the best interests of such subsidiary or organization or of the participants or beneficiaries of, or other persons with interests in, such subsidiary or organization to whom he or she has a fiduciary duty.
The payment of any indemnification shall be conclusively deemed authorized by the Corporation under this Article IX, if
(a) the payment has been approved or ratified (i) by at least a majority vote of a quorum of the directors consisting of persons who are not at that time parties to the proceeding or (ii) by at least a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full Board of Directors (in which selection directors who are parties may participate); or
(b) the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the directors or in the manner specified in clauses (i) or (ii) of subparagraph (a); or
(c) the directors have otherwise acted in accordance with the standard of conduct applied under Chapter 180.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a director, officer or other person entitled to indemnification hereunder.
The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such director or officer or other persons may be entitled. Nothing contained in this Article shall affect any rights to indemnification to which Corporation employees or agents other than directors and officers and other persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.
No indemnification, reimbursement or other payment may be made under this Article with respect to penalties imposed under section 4958 of the Code to the extent such indemnification, reimbursement or other payment would cause the total compensation of a person to exceed “reasonable compensation,” as defined in the Treasury Regulations to the Code and as determined by the Board of Directors. To the extent that any such payment is made, the amount of such payment may be reduced by any amount determined to exceed reasonable compensation. Any such reduction shall be determined by the Board of Directors. Further, if at any time the Corporation is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in section 4941(d) or section 4945(d), respectively, of the Code.
Article X: Contract, Checks, Deposits, and Funds
Section 1: Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2: Checks, Drafts, Etc. All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3: Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or to other depositories as the Board of Directors may select.
Section 4: Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the corporation.
Article XI: Books and Records
The Corporation shall keep correct and complete books and records of account, shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of the members of the organization. All books and records of the Corporation may be inspected by any member or his or her agent or attorney at any reasonable time.
Article XII: Fiscal Year
The fiscal year of Corporation shall begin on the first day of January and end the last day of December in each year.
Article XIII: Dues
Section 1: Annual Dues. Dues for active members and student/trainee members shall be established by the Board of Directors.
Section 2: Payment of Dues. Dues shall be payable in advance of the first day of January of each fiscal year.
Section 3: Default and Termination of Membership. If any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the fiscal year or a period for which such dues became payable, his or her membership may thereupon be terminated by the Board of Directors. However, after payment of these late dues, a member shall be considered to be reinstated.
Article XIV: Amendments
Except as may be otherwise required by law, these By-Laws, or the Articles of Organization, the directors may make, amend, or repeal these By-Laws in whole or in part by an affirmative vote of at least a majority of the directors of the Corporation entitled to vote thereon. No adoption, amendment, or repeal of the By-Laws shall in any way authorize or permit the Corporation to be operated other than exclusively for charitable, scientific and educational purposes or for any purpose or in any manner that would deprive it of its status as an organization described in section 501(c)(3) of the Code.
Date approved by the Board of Directors: May 16, 2012