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TABLE OF CONTENTS
BY-LAWS
-OF-
Atlanta Psychoanalytic Society, INC.

ARTICLE ONE – OFFICES

1.1 Registered Office and Agent.

1.2 Other Offices.

ARTICLE TWO – MEMBERS

2.1 Member Categories.

2.2 Qualification for Membership.

2.3 Office-Holders.

2.4 Non-Voting Members.

2.5 Membership Nominees.

2.6 Election Notice.

2.7 Termination of Membership.

2.8 Meetings.

2.9 Annual Dues, Assessments and Other Fees.

ARTICLE THREE – DIRECTORS

3.1 Powers.

3.2 Number of Directors.

3.3 Vacancies.

3.4 Directors Meetings.

3.5 Compensation.

3.6 Involuntary Termination or Suspension of a Director.

ARTICLE FOUR – COMMITTEES

4.1 Executive Committee.

4.2 Membership Committee.

4.3 Nominating Committee.

4.4 Scientific Committee.

4.5 Other Committees.

ARTICLE FIVE – OFFICERS

5.1 Elections of Officers.

5.2 Eligibility.

5.3 Salaries.

5.4 Vacancies.

5.5 President.

5.6 President-Elect.

5.7 Secretary.

5.8 Treasurer.

5.9 Delegate-at-Large.

5.10 Absence of Officer.

ARTICLE SIX – COUNCILOR AND ALTERNATE COUNCILOR TO THE AMERICAN PSYCHOANALYTIC ASSOCIATION

6.1 Councilor.

ARTICLE SEVEN – SUNDRY PROVISIONS

7.1 Rules of Order.

ARTICLE EIGHT – CODE OF ETHICS

ARTICLE NINE – MISCELLANEOUS

9.1 Books and Records.

9.2 Fiscal Year.

9.3 Seal.

9.4 Annual Statements.

9.5 Appointment of Agents.

9.6 Indemnification.

9.7 Reimbursement from Officers.

9.8 Incidental Expenses.

ARTICLE TEN – NOTICES: WAIVERS OF NOTICE

10.1 Notice.

10.2 Waiver of Notice.

ARTICLE ELEVEN – AMENDMENTS

11.1 Amendment.

BY-LAWS
-OF-
Atlanta Psychoanalytic Society, INC.

 

ARTICLE ONE

OFFICES

1.1 Registered Office and Agent. The registered agent and the address of the initial registered office of the Corporation shall be Bruce Rudisch, M.D. at 27 Lenox Pointe, Atlanta, Fulton County, Georgia 30324, or as the Executive Committee shall designate in the future.

1.2 Other Offices. The Corporation may have offices at such place or places within or without the State of Georgia as the Executive Committee may from time to time appoint or the business of the Corporation may require or make desirable.

 

ARTICLE TWO

MEMBERS

2.1 Member Categories. There shall be eight (8) categories of members as follows:

  1. Active Members.
  2. Psychotherapy Members.
  3. Scientific Members.
  4. Candidate Members.
  5. Community Members.
  6. Life Members.
  7. Corresponding Members.
  8. Honorary Members.

2.2 Qualification for Membership.

  1. Active Membership may be extended to those individuals who are graduates of full, four-year clinical psychoanalytic training in an institute of training in psychoanalysis approved by the American Psychoanalytic Association or the International Psychoanalytic Association and who satisfy requirements of good character, ethical practice and professional fitness as determined by the Membership Committee or, if no such committee exists, the Board of Directors. Additionally, individuals who are graduates of institutes of training in psychoanalysis which are determined by the Membership Committee, or if no such committee exists by the Board of Directors, to be “substantially equivalent” to training received at Institutes of the APsAA or IPA may also be considered to be eligible for this category of membership. Active Members may vote, be a director, or hold office.
  2. Psychotherapy Member may be extended to persons who have completed training in the Psychoanalytic Psychotherapy Training Program of the Emory University Psychoanalytic Institute and/or demonstrate a sustained interest and practice of psychoanalytic psychotherapy optimally with a history of significant supervision by qualified psychoanalysts or graduates of an approved psychoanalytic psychotherapy training program sponsored by societies/foundations in the American Psychoanalytic Association as determined by the Membership Committee or, if no such committee exists, the Board of Directors. Membership in this category may also be extended to those individuals who have completed the Emory University Core Curriculum and whose interests and professional work are in psychotherapy. Additionally, individuals who are graduates of institutes of training in psychoanalytic psychotherapy which are determined by the Membership Committee, or if no such committee exists by the Board of Directors, to have provided training that is “substantially equivalent” to training in psychoanalytic psychotherapy received at Institutes of the APsA or IPA may also be considered to be eligible for this category of membership.

Members in this category may serve on committees, participate and vote in Society business meetings, and vote in all elections, except for Councilor and Alternate Councilor to the American Psychoanalytic Association. Members in this category may hold the offices of Secretary and Treasurer of the Society and serve as a director.

  1. Scientific Membership may be extended to those persons of scientific or academic standing whose interests and professional work are in a field closely associated with psychoanalysis, or to persons who have satisfactorily completed the curriculum for nonclinical education at an approved or provisionally approved Institute or new training facility. Members in this category may serve on committees, participate and vote in Society business meetings, and vote in all elections, except for Councilor and Alternate Councilor to the American Psychoanalytic Association Members in this category may hold offices of Secretary and Treasurer of the Society and serve as a director.
  2. Candidate Membership. A person who is receiving clinical education (in psychoanalysis or psychoanalytic psychotherapy) or nonclinical education at an approved or provisionally approved institute of APsAA or the IPA or new training facility shall be eligible to become a Candidate Member. Members in this category may serve on committees, and participate and vote in Society business meetings. Candidate members may vote in all Society elections, except for Candidate members who are not members of the American Psychoanalytic Association, who may vote in all Society elections except for Councilor and Alternate Councilor to the American Psychoanalytic Association.

Members in this category may hold the offices of Secretary and Treasurer of the Society and serve as a director. Additionally, if a Candidate Member has been approved for graduation from full, four year clinical psychoanalytic training by the Executive Committee of the Emory University Psychoanalytic Institute, then this member is eligible for election to any office except Councilor or Alternate Councilor to the American Psychoanalytic Association.

  1. Community Membership. This category of membership may be extended to members of the medical, psychotherapy, mental health, academic, scientific, or other members of the community who have an interest in supporting psychoanalysis and the activities of the society. Members in this category may attend all scientific meetings of the Society, they may serve on committees, and they may attend business meetings. Members in this category are not eligible to hold office or to vote in elections or regarding Society business.
  2. Life Members. Any person who has been a member in good standing of the Society or any other society affiliated with the American Psychoanalytic Association or the International Psychoanalytic Association for at least twenty-five (25) years and who has attained the age of seventy-two (72) shall be eligible for Life Membership. Life Members shall have the same rights, privileges, and powers (including the rights to attend meetings, vote and hold office) as members of the class of membership to which they had belonged at the time of qualifying as Life Members
  3. Corresponding Membership will be available to those members of the Society who have moved from that city and not resigned their membership. Non-voting member.
  4. An Honorary Member may be any person who has made significant contribution to the field of psychoanalysis as determined by the Membership Committee or, if no such committee exists, the Board of Directors. Honorary Members are exempt from dues.

2.3 Office-Holders. Active Members may vote in all elections and hold all offices in the Society. The membership categories of Psychotherapy Member and Scientific Member may hold the offices of Secretary and Treasurer of the Society and they may serve as directors. Candidate Members may vote in all elections and hold the offices of Treasurer and Secretary of the Society and serve as directors. In addition Candidate Members are eligible for election to any office of the Society except for the offices of Councilor or Alternate Councilor to the American Psychoanalytic Association, if they have been approved for graduation from full, four year clinical psychoanalytic training by the Emory University Psychoanalytic Institute. Only Active Members may hold the position of President of the Society. The offices of Delegate at Large and the Councilor and Alternate Councilor to the American Psychoanalytic Association must be held by Active Members.

2.4 Non-Voting Members. The categories of Community Members, Corresponding Members, and Honorary Members may attend business meetings and be members of committees. They may not hold office, be a director or vote at business meetings.

2.5 Membership Nominees. Nominees to any class of membership may be proposed at any regular meeting of the Members or proposed in writing by any member and filed with the Secretary of the Society. The Secretary shall then forward the name to the chairman of the Membership Committee for investigation of the candidate’s qualifications or, if no such committee exists, to the Board of Directors. The Committee or directors, as applicable, shall then make its recommendation to the membership.

2.6 Election Notice. Notice to the membership that an applicant is to be voted upon, and the class of membership concerned, shall be given at least one (1) week prior to the meeting at which the Membership Committee or directors, as applicable, makes the report. Election to membership shall require a three-fourths (3/4) vote of the voting members, either by secret ballot at the meeting or by mail ballot. In case of a vote by mail, the ballots shall be counted two (2) weeks after the date the ballots are mailed out. The same procedures shall apply if the Membership Committee or Board of Directors recommends the expulsion of a member.  Additionally the voting noted above may be conducted via email, following the same procedures noted above.

2.7 Termination of Membership.

(a) Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid. The Society shall be under no obligation to accept a resignation offered by a member when there is a charge of unethical conduct against him/her. An offer of resignation, whether accepted or not, shall not require the termination of an investigation of a charge of unethical conduct or prevent the rendering of a decision on such a charge.

(b) The Executive Committee, by affirmative vote of two-thirds (2/3) of all the members of the Committee, or, if no such committee exists, the Board of Directors, by affirmative vote of two-thirds (2/3) of all the directors, may suspend or expel a member for cause after an appropriate hearing and review held in accordance with the Provisions for Implementation of the Principles of Ethics for Psychoanalysts of the American Psychoanalytic Association, and may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues, assessments or other fees for a period of one (1) year from the beginning of the fiscal year or period of which such dues, assessments or other fees became payable.

2.8 Meetings.

(a) The Annual Meeting of the membership shall be held in the spring of the year, prior to the Annual Meeting of the American Psychoanalytic Association. The order of business for the Annual Meeting shall be as follows:

  1. Reading of the minutes.
  2. Report of the officers.
  3. Report of the committees.
  4. Adoption of the budget.
  5. Unfinished business.
  6. New business.
  7. Election of officers.
  8. Installation of officers.

(b) A quorum shall consist of one-fourth (1/4) of the voting members.

(c) Scientific meetings may be held at such time and place as determined by the Executive Committee.

(d) Special meetings of the Society may be called by the President upon at least one (1) week notice to the membership or by petition of at least one-third (1/3) of the voting membership.

2.9 Annual Dues, Assessments and Other Fees.

(a) Annual Dues. The membership, on recommendation of the Executive Committee, may determine from time to time the amount of annual dues and assessments, if any, payable to the Society by members of each class; provided, however, that the Executive Committee may, in its absolute discretion, from time to time, raise such annual dues.

(b) Payment of Dues. Dues shall be payable in advance on the first (1st) day of February of each year except that payment may be paid in semiannual installments on the first day of February and August.

(c) Payment of Dues by Life Members. Life Members shall pay zero (0) dues.

(d) Dues Waiver. The Executive Committee, in its sole discretion, shall have the right to excuse or reduce the dues of any member.

 

ARTICLE THREE

DIRECTORS

3.1 Powers. The property and business of the corporation shall be managed by its Board of Directors. In addition to the powers and authority by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not restricted by law, by the Articles of Incorporation or by these By-Laws.

3.2 Number of Directors. The Board of Directors shall consist of not less than five (5) members, the precise number to be fixed by resolution of the Board of Directors from time to time. All directors (except the initial directors) shall be elected at the first Annual Meeting of the members, and at each Annual Meeting thereafter, unless the Articles or these By-Laws provide otherwise. Each director shall hold office until a qualified successor shall be elected, or until his/her earlier death, resignation, incapacity to serve or removal, or if at any time he/she is not a qualifying member of the Corporation, in which case he/she shall immediately cease to be a director.

3.3 Vacancies. If any vacancy shall occur among the directors by reason of death, resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a majority vote of the members.

3.4 Directors Meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Georgia as it may from time to time determine. Special meetings may be called by the President upon at least one (1) week’s notice, but this notice may be waived by unanimous consent of the directors given before, at or after such special meeting, The President must call a special meeting upon written petition of three (3) executive officers. Only such business as is specified in the notice of the special meeting may be transacted at that meeting. A quorum shall consist of three (3) members of the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or committee.

3.5 Compensation. Directors may be allowed such compensation for attendance at regular or special meetings of the Board of Directors and of any special or standing committees thereof as may be from time to time determined by resolution of the Board of Directors.

3.6 Involuntary Termination or Suspension of a Director. The Board of Directors, at any regular or special meeting, may suspend, expel or terminate a director for good cause. The Corporation shall give written notice to the director subject to such action. Written notice may be given in person or by first-class or certified mail sent to the last address of the director shown on the Corporation’s records. Such notice shall set forth the reasons for suspension, expulsion or termination and shall be given at least fifteen (15) days prior to the effective date of the proposed action. Such notice shall provide an opportunity for the director to be heard, orally or in writing, by the Board of Directors not less than five (5) days before the effective date of the expulsion, suspension, or termination. A majority vote of the other directors shall be required to expel a director.

 

ARTICLE FOUR

COMMITTEES

4.1 Executive Committee.

(a)   The Executive Committee shall consist of all of the officers as set forth in Article Six below. It shall conduct the business of the Corporation in the interim between meetings of the Board of Directors and the members. Each member of the Executive Committee shall hold office until the first meeting of the Annual Meeting of the members next following his/her election and until his successor member of the Executive Committee is elected, or until his/her death, resignation or removal, or until he/she shall cease to be an officer.

(b) During the intervals between the meetings of the Board of Directors, the Executive Committee may exercise all the powers of the Board of Directors in the management of the business affairs of the Corporation, including all powers herein or in the Articles of Incorporation specifically granted to the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that the Executive Committee shall not have the power to amend or repeal any resolution of the Board of Directors that by its terms shall not be subject to amendment or repeal by the Executive Committee, and the Executive Committee shall not have the authority of the Board of Directors in reference to (1) amending the Articles of Incorporation; (2) adopting a plan of merger or consolidation; (3) the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation; or (4) a voluntary dissolution of the Corporation or a revocation of any such voluntary dissolution.

(c) The Executive Committee shall meet from time to time on call of the President or of any three (3) or more members of the Executive Committee upon at least one (1) weeks’ notice, but such notice may be waived by unanimous consent of the Committee given before, at or after such special meeting. Only such business as is specified in the notice of the special meeting may be transacted at that meeting. Meetings of the Executive Committee may be held at such place or places, within or without the State of Georgia, as the Executive Committee shall determine or as may be specified or fixed in the respective notices or waivers of such meetings. The Executive Committee may fix its own rules of procedure, including provision for notice of its meetings. It shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after they have been taken, and all such proceedings shall be subject to revision or alteration by the Board of Directors except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration.

(d) A quorum shall consist of three (3) members of the Executive Committee and the Committee shall act by majority vote except for powers specifically enumerated to a particular officer hereunder.

(e) At the annual meeting of the membership, the Executive Committee shall recommend a budget for the coming year. The Treasurer may disburse funds within the provisions of the budget, but any disbursement beyond this may be made only by action of the Executive Committee.

4.2 Membership Committee. The Membership Committee shall be composed of three (3) or more members, whose chairman shall be the Delegate-at-Large. Other members shall be appointed by the chairman. It shall have the duty of evaluating such applications by such means as it deems proper and making recommendations to the membership. The Membership Committee shall also be empowered to investigate any charges of improper conduct against a member, and if it deems fit, to make recommendation of dismissal to the membership.

4.3 Nominating Committee. The Nominating Committee shall propose a slate of nominations for officers and delegates of the Corporation for election at the appropriate meeting. Nominations may also be made from the floor.

4.4 Scientific Committee. The Scientific Committee shall consist of a chairman and two (2) or more additional members. It shall be responsible for all scientific programs of the Corporation, shall prepare program notices, and shall determine who may attend such scientific meetings.

4.5 Other Committees. The Executive Committee may designate one or more additional committees, which shall have such name or names and shall have may exercise such powers of the Executive Committee in the management of the business and affairs of the Corporation, except the powers denied to the Executive Committee, as may be determined from time to time by the Board of Directors.

 

ARTICLE FIVE

OFFICERS

5.1 Elections of Officers. The officers shall be elected by members entitled to vote at an Annual Meeting of members, and the officers so elected shall serve for two (2) years until the annual meeting of members and until the election and qualification of their successors in office. All elections of officers shall be by written secret ballot, and a separate ballot shall be taken for each office. Every member entitled to vote shall have one (1) vote for each office to be filled, and a majority of votes cast for any office shall be necessary, except as hereinafter provided in this Section, to elect a nominee to such office. If, after three (3) ballots have been taken for any office, no candidate has received a majority of the votes cast, the person receiving the highest number of votes cast on said third ballot shall be deemed to be elected to such office. No President or President-Elect shall be permitted to succeed himself in office.

5.2 Eligibility. Active Members may hold all offices in the Society. The membership categories of Psychotherapy Member and Scientific Member may hold the offices of Secretary and Treasurer of the Society and they may serve as directors. Candidate Members may hold the offices of Treasurer and Secretary of the Society and serve as directors. In addition Candidate Members are eligible for the office of President-Elect of the Society if they have been approved for graduation from full, four year clinical psychoanalytic training by the Emory University Psychoanalytic Institute. Only Active Members may hold the position of President of the Society. The offices of Delegate at Large and the Councilor and Alternate Councilor to the American Psychoanalytic Association must be held by Active Members.

If any officer shall cease to be a member, he/she shall thereupon cease to be such an officer. No person shall hold more than one (1) office at the same time.

5.3 Salaries. The salaries of the officers of the Society, if any, shall be fixed by the Board of Directors, except that the Board of Directors may delegate to any officer or officers the power to fix the compensation of any office.

5.4 Vacancies. Each officer of the Society shall hold office until his/her successor is chosen or until his/her earlier resignation, death or removal, or the termination of his/her office. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Society will be served thereby.

5.5 President. The President shall have the powers and perform the duties of the chairman of the Executive Committee. The President shall also have such powers and perform such duties as are specifically imposed upon him/her by law and as may be assigned to him/her by the Board of Directors. The President shall be an ex officio member of all standing committees, but shall have no vote except in the case of a tie (in all committees, except Executive Committee), unless otherwise provided in the resolution appointing the same. The President shall call meetings of the Executive Committee to order and shall act as chairman of such meetings.

5.6 President-Elect.   The President-Elect, acting as Vice President, shall perform the duties of the President in case of his/her absence or disability. In the absence or disability of the Treasurer, he/she shall perform the duties of the Treasurer when so directed by the Board of Directors, and he/she shall have such other powers and duties as may be assigned to him/her by the Board of Directors or the Executive Committee.

5.7 Secretary. The Secretary shall keep the minutes of the proceedings of all meetings of the members, Board of Directors and the Executive Committee. He/She shall give, or cause to be given, notice of all meetings of the members, Board of Directors and the Executive Committee, and all other notices required or permitted by law or by those By-Laws, and in the case of his/her absence or refusal or neglect to do so, any such notice may be given by the President. The Secretary shall send a copy of the By-Laws to each new member promptly upon his/her election to membership. He/She shall perform such other duties as may be assigned to him/her by the President or by the Executive Committee, and he/she shall perform all of the other, duties incident to the office of Secretary. In the absence or disability of both the President and President-Elect, the Secretary shall perform their duties.

5.8 Treasurer. The Treasurer shall have the custody of all funds, securities, evidence of indebtedness, and other valuable documents of the Society, and shall deposit the same in the name and to the credit of the Society in such banks or depositories as may be designated by the Executive Committee. He/She shall keep, or cause to be kept, and enter or cause to be entered in appropriate books of account of the Society to be kept for that purpose, full and accurate accounts of all moneys received and paid out for the account of the Society, and he/she shall render an annual report of the receipts and disbursements of the Society at each Annual Meeting thereof. Unless otherwise determined by the Board of Directors or the Executive Committee, the Treasurer shall not be required to give the Society a bond for the faithful discharge of his duties.

5.9 Delegate-at-Large. The Delegate-at-Large shall be a member of the Executive Committee and shall be the chairman of the Membership Committee. He/She shall perform all duties incumbent with such functions.

5.10 Absence of Officer. In case of the absence of any officer of the Society, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any director as long as that officer is eligible for election to that position.

 

ARTICLE SIX

COUNCILOR AND ALTERNATE COUNCILOR TO

THE AMERICAN PSYCHOANALYTIC ASSOCIATION

6.1 Councilor. By virtue of the acceptance of the Corporation as an Affiliate Society of the American Psychoanalytic Association, a Councilor and an Alternate shall be elected in even years for a two (2) year term in the manner prescribed in the by-laws of the American Psychoanalytic Association. The Secretary shall certify the Councilor and Alternate promptly upon their election to the Secretary of the American Psychoanalytic Association. Being a director or holding an office in the Corporation shall not preclude election as Councilor or Alternate. The Councilor shall represent the Corporation at all meetings of the Executive Council of the American Psychoanalytic Association and will report back to the Corporation. In the event that the Councilor is unable to attend the meeting of the Executive Council, the elected Alternate shall take his/her place.

 

ARTICLE SEVEN

SUNDRY PROVISIONS

7.1 Rules of Order. Parliamentary usage as set forth in Roberts Rules of Order shall apply at all meetings of the Corporation.

 

ARTICLE EIGHT

CODE OF ETHICS

8.1 All members of the Corporation shall observe the “Principles of Ethics for Psychoanalysts” of the American Psychoanalytic Association, published December 1983, and as it may from time to time be amended (hereinafter referred to as “Principles of Ethics”).

8.2 There shall be an ethics committee, consisting of three (3) members, each to be appointed for a three (3) year term by the President on a staggered basis (the “Ethics Committee”). Should a member be unable to continue to serve for any reason, the President shall appoint another person to fill the unexpired portion of the term, or to replace the original member during the time of his/her inability to serve. Whenever a complaint is brought to the Ethics Committee, the Ethics Committee may review such complaint or may arrange for an ad hoc committee composed of three (3) members appointed by the President (the “Ad Hoc Committee”) to act as its designated hearing committee for the purposes of this Article (the “Hearing Committee”). In such event, whenever the Ethics Committee is referred to herein as having a hearing duty, such duty shall rest with the Ad Hoc Committee.

8.3 All complaints must be made in writing, addressed to the President, and signed by the complainant. A complaint will be presumed to be a request for action and to include permission for it to be distributed at the discretion of the Ethics Committee. The accused member shall be informed promptly of the details of the complaint.

8.4 The Ethics Committee shall review available information, and make inquiries necessary to determine whether there are sufficient grounds for proceeding. The Ethics Committee may consult legal counsel. If there are not sufficient grounds for proceeding, the complaint shall be dismissed, and the member shall be considered exonerated and not having been subject to any disciplinary proceedings. The concerned parties shall be notified promptly.

8.5 If there are sufficient grounds for proceeding, the Ethics Committee shall undertake an investigation of the charges contained in the complaint. The Ethics Committee shall provide, to the complainant and to the accused member copies of this Article Eight and the American Psychoanalytic Association’s “Provisions for Implementation of the Principles of Ethics for Psychoanalysts,” published December, 1983, and as may be amended. (Such “Provisions for Implementation” shall hereafter be referred to as the “Provisions.”) The Ethics Committee, in its discretion, may consult legal counsel. The procedures of the Ethics Committee shall follow principles of due process as set forth herein. The Ethics Committee may conduct interviews, may obtain records and other information, and may hold hearings if it decides these are necessary. The complainant shall be afforded an opportunity to present the charges in detail, and the accused member shall be afforded an opportunity to present his defense. A written summary of the complaint shall be provided to the accused at least thirty (30) days prior to the hearing. All parties concerned shall have rights as described in such hearings as follows: to be represented by counsel, to present and cross-examine witnesses and to submit documentary evidence. A record of any such hearing shall be maintained. The rules of legal evidence need not be followed in such hearings, and the Hearing Committee may take cognizance of any matter normally within the knowledge of persons with similar training or experiences.

  1. At the completion of its investigation, the Ethics Committee shall recommend to the Executive Committee one of the following courses of action:
  2. Exoneration (the accused is cleared from blame where the evidence shows no unethical conduct by the accused).
  3. Dismissal of complaint (for example, where a determination on the merits cannot be made because of insufficient reliable evidence or other procedural defects), without prejudice to the right of the Ethics Committee at a later date to recommend the commencement of new proceedings with respect to the same charges.
  5. Suspension from the Corporation, but for not more than three (3) years.
  6. Separation from the Corporation rolls for a period of not less than five (5) years. After five (5) years, readmission to membership may be considered at the discretion of the President and the Executive Committee.
  7. Permanent expulsion from the Corporation.

8.6 After the consultation with the President, the Ethics Committee shall present its findings and its recommendations to the Executive Committee. The Executive Committee will then vote to:

  1. Approve the recommendation of the Ethics Committee;
  2. Modify the recommendation of the Ethics Committee, selecting a different disciplinary action described in Section 8.5 A above; or
  3. Return the matter to the Ethics Committee for further investigation and consideration. Upon completion of its additional consideration, the Ethics Committee will report its new recommendation to the Executive committee for approval or modification, as above.

8.7 A notice of the decision of the Executive Committee shall promptly be mailed to the charged analyst and to the complainant. If either party disagrees with the decision, he/she may, within sixty (60) days of such decision, send a formal request for a review by the American Psychoanalytic Association. Such requests must be in writing, addressed to the President of the American Psychoanalytic Association. (See Sections III(B) and IV(A) of the “Provisions.”)

If the American Psychoanalytic Association, in accordance with the “Provisions,” undertakes a review of the decision of the Executive Committee, the decision of the American Psychoanalytic Association shall be binding upon all parties and will supersede any differing earlier decisions by the Ethics Committee or the Executive Committee of the Corporation relating to the matter.

In the event that the accused member is not a member of the American Psychoanalytic Association and a review is requested, it may not be possible for the American Psychoanalytic Association to conduct the review. In such cases, providing that the request for a review has been made within sixty (60) days of the decision, the President shall appoint an ad hoc appeal committee consisting of three (3) members, none of whom are members of the Ethics Committee (the “Appeal Committee”). The Appeal Committee will review all records, and will gather other information as it deems necessary. It may, but shall not be required to, request additional written statements from the concerned parties or their legal counsel. It may, in its discretion, hold further hearings which it deems necessary, and may consult legal counsel. The decision of the Appeal Committee shall be binding upon all parties, and shall supersede any differing earlier decision by the Ethics Committee or the Executive Committee of the Corporation relating to the matter.

8.8 A. Records of the Ethics Committee and the Executive Committee pertaining to a charge of unethical conduct shall be made available:

  1. To the Committee on Ethics of the American Psychoanalytic Association when that body conducts a review of the matter.
  2. To other appropriate ethical bodies, upon their request, in the discretion of the Executive Committee.
  3. To the appropriate body of the Corporation considering an application or a request for reinstatement by a member who has been subject to disciplinary action under this Article Eight.
  4. Disciplinary actions may be appropriately disclosed, in the discretion of the Executive Committee, to governmental bodies when required by law, or to other ethical bodies, including the faculty of the local Institute and others, as well as in publications of the Corporation.

8.9 The Corporation shall be under no obligation to accept a resignation offered by a member when there is a charge of unethical conduct against him/her. An offer of resignation, whether accepted or not, shall not require the termination of an investigation of a charge of unethical conduct, nor prevent the rendering of a decision on such a charge.

8.10 As a condition of membership in the Corporation each member agrees to cooperate with the work of the Committee on Ethics, on request, and agrees to release, hold harmless and indemnify the Corporation, its officers, agents, or members of the Committee on Ethics from any and all claims:

  1. Arising out of the instituting and processing of ethical matters and in respect to such member, the imposing of sanctions as a result of said proceedings;
  2. With respect to any third party action or proceeding brought against such member based upon, relying on, arising from, or with reference to the ethical standards of the Corporation or any ethical proceedings conducted by involving such member.

8.11 References herein to the American Psychoanalytic Association “Principles of Ethics for Psychoanalysts” and “Provisions for Implementation of the Principles of Ethics for Psychoanalysts” are hereby incorporated herein by reference and made a part hereof. Such references shall refer to the most recently approved edition of such Principles and Provisions and the Corporation shall provide a copy of the most recently approved “Principles” and “Provisions” to any member upon his/her request.

 

ARTICLE NINE

MISCELLANEOUS

9.1 Books and Records. The Board of Directors shall have power to determine which accounts and books of the Corporation, if any, shall be open to the inspection, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts and books which by law or by determination of the Board of Directors shall be open to inspection.

9.2 Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by resolution of the Board of Directors.

9.3 Seal. The corporate seal, if any, shall be in such form as the Executive Committee may from time to time determine.

9.4 Annual Statements. Not later than four (4) months after the close of each fiscal year, and in any case prior to the next annual meeting of the Board or Directors, the Corporation shall prepare:

(1) A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and

(2) A profit and loss statement showing the results of its operation during its fiscal year.

9.5 Appointment of Agents. The President shall be authorized and empowered in the name and as the act and deed of the Corporation to name and appoint general and special agents, representatives and attorneys to represent the Corporation in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any shares of stock in any other corporation at any time owned or held of record by the Corporation, and to prescribe, limit and define the powers and duties of such agents, representatives, attorneys, and proxies and to make substitution, revocation or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys, or proxies shall be so named and appointed shall be signed and executed by the President, and the corporate seal, if any, shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy when so authorized by the instrument appointing him/her may substitute or delegate his powers in whole or in part and revoke and cancel such substitutions or delegations. No special authorization by the Board of Directors shall be necessary in connection with the foregoing, but this by-law shall be deemed to constitute full and complete authority to the officers above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith.

9.6 Indemnification.

(a) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than any action by or in the right of the Corporation) by reason of the fact that he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he acted in a manner he reasonably believed to be in, or at least not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he/she reasonably believed to be in, or at least not opposed to, the best interest of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

(b) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact he/she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or at least not opposed to, the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the court shall deem proper.

(c) To the extent that a director, officer, employee or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this section, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually reasonably incurred by him in connection therewith.

(d) Except as provided in paragraph (c) of this section and except as may be ordered by a court, any indemnification under paragraphs (a) and (b) of this section shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel then employed by the Corporation, in a written opinion.

(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this section.

(f) The indemnification provided by this section shall not be deemed exclusive of any other right to which the persons indemnified hereunder shall be entitled and shall inure to the benefit of the heirs, executors or administrators of such persons.

(g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this section.

(h) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the next annual meeting of the Board of Directors, unless such meeting is held within three (3) months from the date of such payment, and, in any event, within fifteen (15) months from the date of such payment sent by first class mail to its directors of record, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

9.7 Reimbursement from Officers. Any payments made to an officer of the Corporation such as salary, commission, bonus, interest or rent or entertainment expense incurred by him/her, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the Corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer, subject to the determination of the directors, proportionate amounts may be withheld from his/her future compensation payments until the amount owed to the Corporation has been recovered.

9.8 Incidental Expenses. Each officer and director of the Corporation shall be required from time to time to bear personally incidental expenses related to his/her responsibilities as an officer and director which expenses unless specifically authorized shall not be subject to reimbursement by the Company.

 

ARTICLE TEN

NOTICES: WAIVERS OF NOTICE

10.1 Notice. Except as otherwise specifically provided in these By-Laws, whenever under the provisions of these By-Laws notice is required to be given to any director or officer, it shall not be construed to mean personal notice, but such notice may be given either by personal notice or by radio, cable or telegraph, or by mail or electronic mail (e-mail) by depositing the same in the post office or letter box in a postpaid sealed wrapper, addressed to such officer or director at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same be thus sent or mailed.

10.2 Waiver of Notice. When any notice whatever is required to be given by law, by the Articles of Incorporation or by these By-Laws, a waiver thereof by the person or persons entitled to such notice given before or after the time stated therein, in writing, which shall include a waiver given by telegraph, radio, cable or e-mail, shall be deemed equivalent thereto. No notice of any meeting need be given to any person who shall attend such meeting.

 

ARTICLE ELEVEN

AMENDMENTS

11.1 Amendment. The By-Laws may be amended by two-thirds (2/3) mail vote or e-mail vote of the voting members. Any proposed amendment must be approved by counsel as to form, and must be circulated to the membership at least two (2) weeks prior to the voting.