ISSPD Bylaws

International Society for the Study of Personality Disorders

Bylaws

Confirmed on June 6, 2017

 

 

BYLAWS OF THE

INTERNATIONAL SOCIETY FOR THE STUDY OF PERSONALITY DISORDERS, INC.

Amended as of October 15, 2015

Amended again on June 6, 2017

 

ARTICLE 1 - General Provisions

Section 1.1 Name.

The name of this corporation is International Society for the Study of Personality Disorders, Inc., a nonprofit corporation organized under the laws of the Commonwealth of Massachusetts, and shall herein be referred to as "the Society."

Section 1.2 Offices.

The principal business office of the Society shall be at such location as the Board of Directors shall determine. If the principal office is not located in the Commonwealth of Massachusetts, the Board of Directors shall appoint a registered agent who shall be a resident of Massachusetts. The Society may also have offices at such other places as the Society may require.

Section 1.3 Fiscal Year.

The fiscal year of the Society shall begin on January 1 and end on the following December 31 of each year.

Section 1.4 Organizational Structure.

The Society is incorporated in Massachusetts and is comprised of members from all over the world. The Society’s members are located in four geographic regions, including: North American, Latin American (including Central America and South America), European (including Europe and Africa), and Asia/Pacific.  These regions are referred to herein as the “Regional Groups.”  In some, and eventually possibly all, of these regions, affiliate organizations exist with which the Society works as a federation for mutual support.

ARTICLE 2 - Statement of Purposes

The Society is organized for clinical, scientific, educational, and charitable purposes. Such purposes include, but are not limited to, promoting international training, scholarship, collaboration and communication regarding the understanding, diagnosis and treatment of personality disorders. The goals of the Society include holding international and regional Congresses, as well as other activities that advance the clinical and scientific aims of the Society. The Society may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes that may lawfully be carried on by a corporation formed under Chapter 180 of the General Laws of Massachusetts and that are not inconsistent with the Society's qualification as an organization described in Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code.

ARTICLE 3 - Board of Directors

Section 3.1 Authority.

The business and affairs of the Society shall be controlled and governed by the Board of Directors.

Section 3.2 Composition and Election.

The Board of Directors shall be composed of the current President, the Past President, the President Elect, the four Regional Vice-Presidents  – one from each of the four Regions identified in Section 1.4 above (North America, Latin America, Europe, Asia/Pacific), the Secretary/Treasurer, the Secretary/Treasurer-Elect, one Member-at-Large, one Early-Career-Researcher representative, and the Journal of Personality Disorders (JPD) Editor(s), who shall serve on the board ex officio.

The early-career-researcher representative may be from any region and must be less than five years post her/his terminal degree.

Each of the four Regional Vice Presidents shall be appointed by their respective Regional Groups. 

The current President, the Past President, the President Elect, the Secretary/Treasurer, and the Secretary/Treasurer-Elect shall be elected to their respective offices by the membership of the Society, as set forth at section 4.2 below, and shall serve on the Board of Directors by virtue of holding their respective offices. 

The member at large and the early-career-researcher representative shall be elected by the membership of the Society in section 3.14 below. 

Section 3.3 Affiliation of Regional Organizations

The Board of Directors shall be empowered to affiliate with other organizations in the four Regions dedicated to the same or similar purposes as the Society, and to grant affiliated organizations the right to participate in the Society’s governance, through a representative. The Board shall select affiliates and determine the nature of such affiliates’ participation in the Society’s governance on a case-by-case basis.  

Section 3.4 Terms of Office.

Directors shall serve for two-year terms, and may serve a maximum of two consecutive terms. There shall be no prohibition on board members serving additional, non-consecutive terms, pursuant to the same term limit.     

The term of any director serving ex officio by virtue of his/her position as Editor of the Journal of Personality Disorders shall coincide with the term of his/her position as Editor.

Section 3.5 Meetings.

The Board of Directors shall hold regular meetings and may select the time and place for meetings of the board. At the occasion of the biennial congress, a General Assembly will be convened (see 5.3). Other meetings of the Board of Directors may be called by the President or by a majority of the directors then in office by delivering notice in writing either in hard copy or electronically, of the date, time, place, and purpose of such meeting to all directors at least fourteen (14) days in advance of such meeting.

Members of the Board shall attend at least 75% of Board meetings (face-to-face or virtual) in any given year or they may be replaced. This will be monitored by the Secretary/Treasurer.

Section 3.6 Quorum and Voting.

A majority of the Board of Directors (greater than 50%) shall constitute a quorum for the transaction of business at any meeting of the board. At any meeting of the Board of Directors at which a quorum is present, a majority of those directors present shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these bylaws.

Section 3.7 Meetings by Electronic Communications.

One or more directors may participate in any annual, regular, or special meeting of the board by means of conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear each other at the same time. Such participation shall constitute presence in person at such meetings.

Section 3.8 Action Without a Meeting.

Any action required or permitted to be taken at any board meeting may be taken without a meeting if a consent in writing, setting forth the action as taken, shall be signed by all of the directors with respect to such subject matter. Such consent, which may be signed by counterparts, shall have the same force and effect as a vote of the Board of Directors. 

Section 3.9 Committees.

The Board of Directors may create such standing and special committees as it determines to be in the best interest of the Society. The Board of Directors shall determine the duties, powers, and composition of such committees, except that the board shall not delegate to such committees those powers that by law may not be delegated. Each such committee shall submit to the Board of Directors at such meetings as the board may designate, a report of the actions and recommendations of such committees for consideration and approval by the Board of Directors. Any committee may be terminated at any time by the Board of Directors.

Section 3.10 Biennial and Regional Congress Organizing and Scientific Committees.

There shall be a biennial international congress held at a time and a place selected by the Board of Directors, with due cognizance given the international character of the Society. Regional congresses may be held in alternate years to the international congress at a place consistent with the regional character of the meeting. The Board of Directors, in consultation with the Congress Scientific Committee, shall determine the agenda for these congresses. National groups or organizations affiliated with the Society may hold symposia or congresses sponsored in the name of the society, when approved by the Board of Directors. The biennial Congress Organizing Committee shall consist of the President, Secretary/Treasurer, the regional Vice-President from the region hosting the conference and additional local and international members of the Society appointed by the President, with the approval of the Board of Directors. The biennial Congress Scientific Committee shall consist of the President, the regional Vice-President from the region hosting the conference and appropriate local and international scientific experts, with the approval of the Board of Directors. Regional Congress Organizing and Scientific Committees shall consist of a Chairperson and additional members appointed by the President and the Regional Vice-President from the region hosting the conference with the approval of the Board of Directors. The President may become the Chairperson himself/herself. Organizing and Scientific Committees shall have complete responsibility for planning of the congresses and shall report to the Board of Directors on a regular basis. All business matters relating to the arrangements for the Congress shall be coordinated among the President, the Congress Organizing Committee Chairperson and the Secretary/Treasurer. These committees should select speakers and plan the scientific program so that there is substantial international representation and work from diverse cultural settings.

Section 3.11 Publications.

The Board of Directors shall authorize and oversee publications and relationships and projects with commercial publishers that are consistent with the purposes of the Society.

Section 3.12 Advisory Board and Nominating Committee.

An Advisory Board of up to 6 members will be established by the Board. The Advisory Board will be appointed by the Board of Directors. Advisory Board terms will be 2 years and will be renewable twice. Previous Presidents, Vice-Presidents and Secretary/Treasurers will be eligible to become members of the Advisory Board. The Advisory Board will make recommendations to the Board regarding Scientific and Scholarly Awards. Advisory Board members will also be invited to comment on matters before the Board of Directors. The Board of Directors may seek the advice of the Advisory Board on other matters pertaining to the purpose of the Society. Advisory Board meetings will occur biennially at ISSPD international congress. An additional meeting may also be convened on the alternate year, as required.

The Advisory Board will act as the Nominating Committee for candidates for the board of officers to be presented to the general assembly.  For details see 4.2

Section 3.13 Scientific and Scholarly Awards.

An Advisory Board shall be appointed by the Board of Directors with the goal of making recommendations to the Board of Directors regarding awards to individuals in recognition of their meritorious contributions to the study of the personality disorders. It shall also recommend suitable titles and tokens commensurate with those scholarly achievements. When consistent with the purposes and integrity of the Society, the committee shall seek to encourage agencies and foundations to provide support for such awards and for honorary lectureships on personality disorder.

Section 3.15 Compensation.

Directors as such shall not receive any salaries for their services on the Board, but directors shall not be precluded from serving the Society in any other capacity, e.g., as a lecturer, and receiving reasonable compensation. Reimbursement for reasonable expenses actually incurred by attendance at the meetings of the Society will ordinarily been granted for the President and Secretary/Treasurer. When finances permit, some additional reimbursement will be granted to Board members who attend the meeting.

Section 3.16 Resignation.

Any director may resign by delivering a written resignation in hard copy or electronically to the Society at its principal office or to the President or Secretary/Treasurer. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.

Section 3.17 Removal.

Any director may be removed, with or without assignment of cause, by a vote of two-thirds of the entire Board of Directors at any meeting of the directors. No member of the Board shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose, and opportunity to be heard at such meeting is given to the director whose removal is sought.

Section 3.18 Vacancies.

Any vacancy occurring in the Board of Directors shall be filled by the appointment of an individual selected by the Board. This appointment must be approved by a majority of the board. A director appointed to fill a vacancy shall serve until the next election.

 ARTICLE 4 - Officers

Section 4.1 Officers.

The officers of the Society shall be a President, the President-Elect, four Regional Vice-Presidents, the Past President, one Member-at-Large, one Early-Career-Researcher, the Secretary/Treasurer, and the Secretary/Treasurer elect. The JPD editor/s and the President of the student’s group act as ex officio members.

Section 4.2 Election and Term.

Each of the four Regional Vice Presidents shall be elected by their respective Regional Groups. 

The Nominating Committee referred to in section 3.12 shall be responsible for preparing a slate of no more than two candidates for each officer position (except for Regional Vice Presidents) to be presented to the General Assembly occurring for the biennial election at ISSPD international congress. In selecting the slate of candidates, the Nominating Committee shall solicit suggested nominees from the board of officers as well as from the general membership of the Society.

The Nominating Committee has a veto-right on the candidates for Regional Vice Presidents who have been selected by their Regional group.

The term of office of the officers shall be two (2) years starting at 1st of January of the year following the election. Each officer shall hold office until a successor shall have been elected. Officers may serve a maximum of two consecutive terms.  There shall be no prohibition on officers serving additional, non-consecutive terms, pursuant to the same term limit.    

Section 4.3 Vacancies.

A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board of Directors among the members of the society for the unexpired portion of the term/s.

Section 4.4 Removal.

No officer shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose, and opportunity to be heard at such meeting is given to the officer whose removal is sought. Any officer may be removed, with or without assignment of cause, by a vote of a majority of the entire Board of Directors at any meeting of the Board of Directors. Notwithstanding the notice provision of Section 3.4 above, written notice in hard copy or electronically shall be delivered to all directors at least fourteen (14) days in advance of a meeting at which removal is sought.

Section 4.5 President.

The President shall preside at all meetings of the Board of Directors. The President, or other proper officer or agent of the Society authorized by the Board of Directors, may sign any contracts or other instruments that the Board of Directors has authorized to be executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The term of the President is for 2 years. Following the completion of his/her term, the current President begins a two-year term as Past President.

Section 4.6 President-Elect.

The President-Elect shall perform such duties as assigned by the President or the Board. The term of the President-Elect should be 2 years, and the President-Elect shall become President at the end of the current President’s term. The President-Elect shall act for the President should that office be vacated or in the event of the absence or incapacity of the President. In so doing, the President-Elect does not vacate the office of President-Elect. Following the completion of his/her term, the President-Elect begins a two-year term as President.

Section 4.7 Past President.

The Past President shall perform such duties as assigned by the President or the Board, including serving as chair of the Nominating Committee. The term of the Past President is for 2 years.

Section 4.8 Regional Vice-Presidents.

Regional Vice-Presidents, or other proper officers or agents of the Society authorized by the Board of Directors, shall preside at regional meetings and oversee the affairs of the regional sections. Regional Vice-Presidents shall perform such other duties as may be prescribed by the Board of Directors from time to time. Vice Presidents shall serve a 2-year term.

Section 4.9 Secretary/Treasurer.

The Secretary/Treasurer or other proper officer or agent of the Society authorized by the Board of Directors, shall have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipt for moneys due and payable to the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all of the duties incident to the office of Treasurer and such others as may from time to time be assigned by the Board of Directors.  Provisions shall be made by the Board of Directors for periodical reviews of the accounts of the Secretary/Treasurer by an accountant retained by the Board of Directors for that purpose.  The Secretary/Treasurer shall also keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; ensure that all notices are given in accordance with the provisions of these bylaws; be custodian of the corporate records; and in general perform all such duties as may from time to time be assigned by the Board of Directors. The term of the Secretary/Treasurer is for 2 years.

Section 4.10 Secretary/Treasurer-Elect.

The Secretary/Treasurer-Elect shall perform such duties as assigned by the President or the Board. The term of the Secretary/Treasurer-Elect should be 2 years and the Secretary/Treasurer-Elect shall become Secretary/Treasurer at the end of the current Secretary/Treasurer’s term. The Secretary/Treasurer-Elect shall act for the Secretary/Treasurer should that office be vacated or in the event of the absence or incapacity of the Secretary/Treasurer. In so doing, the Secretary/Treasurer-Elect does not vacate the office of Secretary/Treasurer-Elect.

ARTICLE 5 - Members

Section 5.1 Members.

Persons in psychology, medicine, or related fields, whose work and interests lie in the study, assessment, or treatment of personality disorders and related psychopathology may join the Society as members. The membership shall not be created under Massachusetts General Laws chapter 180 section 3; rather, members shall have the right to participate in the Society’s activities as determined by the Board of Directors and these bylaws.

Section 5.2 Non-voting members

Students in psychology, medicine, or related fields, consumers of mental health services or those with lived experience of personality disorder, and those who care for a person with personality disorder may join the society as non-voting members.

Section 5.3. General Assembly

       An ordinary General Assembly takes place on the biennial main congress. The agenda will be prepared by the President in consultation with the board of officers. Additional General Assemblies can be convened by the President or by a petition of at least one third of ISSPD members.

       The ordinary General Assembly must be convened by the President. An invitation, announcing the date, time, and place of the meeting is to be sent to members of the ISSPD at least four weeks before the meeting, specifying the agenda. The invitation qualifies as being received by the member if it was sent to the last address known by the Secretary of the society. Requests for amendments to the agenda must be submitted to the President at least one week before the meeting.

       The General Assembly will be chaired by the President or, in case of his/her absence, by the Secretary/Treasurer. In case of absence of both, the President-Elect.

       On the General Assembly, the board of officers provides reports of what has been done since the last General Assembly. The Secretary/Treasurer provides a report on the financial situation of the society; members may request with good reason to review the finances of the society.

       The ordinary General Assembly performs the election for the positions of President, Regional Vice Presidents, Secretary/Treasurer, Member-at-Large, and Early Career Representative. Candidates should provide brief personal statements. Candidates for the board of officers should be made known to the membership at least four weeks before the General Assembly meeting at the biennial congress (as amendment to the agenda). Voting can be performed by personal vote during the General Assembly or electronically. Electronic voting should be submitted at least two weeks before the General Assembly. A voting by proxy is not allowed.

       Elected is the candidate who receives the majority of cast votes; abstentions from voting are not numbered. In case of equality of votes, random selection is performed by a designated member of the board.

       The General Assembly will take decisions by the simple majority of votes of members present.

Section 5.4 Dues.

Dues will be payable annually and are collected at the beginning of the calendar year. Any member whose dues remain unpaid by the 30th June in the year in which they fell due will be deemed to have resigned. Any member deemed to have resigned on this basis may be reinstated without further application upon payment of dues for the year in which he or she seeks readmission to membership.

Section 5.5 Students Group.

       The student group provides benefits/educational opportunities to students and trainees working in personality disorder-related fields. The student group reviews conference abstracts for Student Symposia and recruits students as non-voting ISSPD members

       The president of the student’s group becomes an ex officio member of the board. He/she is paid for return (round trip) coach airfare expenses to attend the board meeting.

ARTICLE 6 - Corporate Transactions

Section 6.1 Contracts.

The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined by specific instances.

Section 6.2 Indebtedness.

All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Society, shall be signed by the Secretary/Treasurer.

Section 6.3 Deposits.

All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, brokerages, or other depositories as the Board of Directors shall select.

Section 6.4 Contributions.

The Board of Directors or any authorized officer or agent may accept on behalf of the Society any contribution, gift, bequest, or devise for the general or special purpose relevant to the aims and goals of the Society.

ARTICLE 7 - Books and Records

The Society shall keep correct and complete books and records of account, minutes of the proceedings of Board of Directors, and a register of the names and addresses of the directors of the Society. All books and records of the Society may be inspected by any director, or agent or attorney thereof, for any proper purpose at any reasonable time.

ARTICLE 8 - Restrictions on Activities

No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these bylaws, no director, officer, employee, agent, or any other representative of the Society shall take any action or carry on any activity by or on behalf of the Society not permitted to be taken by an organization exempt under section 501(c)(3) of the Internal Revenue Code, as it now exists or may hereafter be amended, or any corresponding section of any future tax code.

ARTICLE 9 - Dissolution

In the event of dissolution of the Society, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Society to the extent assets of the Society permit, dispose of all the assets of the Society exclusively for the purposes of the Society, as the Board of Directors shall determine, in such manner as required by section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with the statutes of the Commonwealth of Massachusetts.

ARTICLE 10 - Conflicts of Interest

Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Society to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

ARTICLE 11 - Personal Liability

No officer or director of the Society shall be personally liable to the Society for monetary damages for or arising out of a breach of fiduciary duty as an officer or director, notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the director's duty of loyalty to the Society, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer or director derived an improper personal benefit.

ARTICLE 12 - Indemnification

The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit, or proceeding in which he or she may become involved by reason of his or her service in such capacity; 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 such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons 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 any person may be entitled.

This Article constitutes a contract between the Society and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE 13 - Amendments to Bylaws

These bylaws may be amended or repealed by a two third vote of the Board of Directors.

(End of Bylaws)