The mission of the American Neuropsychiatric Association is to apply neuroscience for the benefit of people. The core values of the organization are to work together in a collegial and interdisciplinary fashion to (1) advance knowledge of brain-behavior relations; (2) provide a forum for learning; and (3) promote excellent, scientific and compassionate patient care.
The income and property of the Association whenever derived shall be applied solely in promotion of the objectives of the Association and no portion thereof shall be paid, except for the reasonable and proper remuneration including repayment of out-of-pocket expenses, to any officer or member of the Association in return of any service actually rendered to the Association.
Section 1. Principal Office. The principal office for the transaction of the business of the Association shall be at such location as determined by the Executive Committee from time to time.
Section 2. Registered Office. The Association, by resolution of its Executive Committee, may change the location of its registered office as designated in the Articles of Incorporation to any other place permitted by law. By like resolution the resident agent at such registered office may be changed to any other person or Association including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed in accordance with the requirements of applicable law.
Section 1. Membership. There shall be four (six) categories of membership.
a) Individual member. Any health care professional with an interest in neuropsychiatry as demonstrated by training or experience can become a member of the Association upon approval of his or her application by the Membership Committee and payment of the annual dues.
b) Member in training. This category is restricted to those health care professionals who are currently in training. Members in training are eligible to participate in all aspects of the Association.
c) Fellow member. An individual member may become a fellow upon application for fellow status and approval by the Membership Committee and the Executive Committee. This membership will be conferred upon those who have made exceptional contributions to the field of neuropsychiatry and or have made significant contributions to the Association through attendance at meetings, participation in committees or administrative activities or other activities that further the goals of the Association.
d) Corporate Member. Associations or other entities may become members if their activities are consistent with the goals of the Association. Corporate members are entitled to send any of their employees or representatives to the annual meeting, but neither the corporate members nor their employees or representatives are eligible to vote.
e) Emeritus member and fellows. A member or fellow may become emeritus after they have ceased University or clinical practice for which they received remuneration (i.e., income based on professional services has ceased or is less than 10% of full-time practice income). Upon approval by the Membership Committee and the Executive Committee, an emeritus member or fellow will be exempt from paying dues and meeting registration fees but will be expected to pay other meeting costs.
f) Honorary member shall be bestowed upon persons of any citizenship or scientific discipline who, upon selection of the Membership Committee and approval of the Executive Committee, the ANPA wishes to honor in recognition of career accomplishments or discoveries which advance the field of neuropsychiatry or neuroscience.
Section 2. Acceptance for Membership. The membership committee will review and make recommendations to the Executive Committee in regard to applications for and other matters relating to membership. The determination of the Executive Committee shall be final in the consideration of eligibility for each category of membership. Membership shall cease upon (a) death; (b) written notice by a member, in which case membership shall cease on December 31 of the then current calendar year; (c) failure to pay the annual dues, in which case membership shall cease on December 31 of the following year, unless such failure has been cured prior thereto; or (d) expulsion in accordance with a resolution of, and a written notice by, the Executive Committee following the affirmative vote by a two-thirds majority of the members of the Executive Committee. Membership shall cease upon receipt of written notice from the Executive Committee.
Section 3. Voting Members. Only individual members, members in training, and fellow members who have paid their annual dues by September 30 of the year to which the annual dues applies shall have the right to vote on Association business.
Section 4. Annual Meetings. The annual meetings of the Association shall be held on the date and at the location proposed by the Meeting Site Committee with the approval of the Executive Committee. The Executive Committee, in conjunction with the Program Committee, the Meeting Site Committee, and the Executive Director will organize the annual meeting. All major contracts for the annual meeting will be reviewed and approved by the Executive Committee. Any perquisites that may accrue as a result of the signing of the contract will be exclusively assigned to ANPA and will be distributed by the Executive Committee. At the annual meeting the President-elect shall assume the office of President, reports of the affairs of the Association shall be considered, and any other business may be transacted which is within the power of the members.
Written notice of each annual meeting shall be given to each member entitled to vote, addressed to such member at his address appearing on the books of the Association.
Section 5. Special Meetings. Special meetings of the members may be called at any time by the Executive Committee. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.
Section 6. Voting. The affirmative vote of a majority of the members present in person or by proxy at any meeting of the members shall be the act of the members, unless the vote of a greater number is required by statute, the Articles of Incorporation or these Bylaws. For purposes of Sections 7 and 8, all references to members shall mean members eligible to vote on Association business.
Section 7. Quorum. The presence in person or by proxy of one-quarter of the membership shall constitute a quorum for any business requiring a vote by the membership.
Section 8. Proxies. Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Executive director of the Association; provided that no such proxy shall be valid after the expiration of the maximum period of time permitted by law.
Section 9. Dues and Membership Fees. Annual dues shall be determined by the Executive Committee after receiving recommendations from the Treasurer and the Finance and Development Committees.
Section 1. Executive Committee. Subject to limitations of the Articles of Incorporation, of the Bylaws, and of applicable law as to action which shall be authorized or approved by the members, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be controlled by, the Executive Committee. In furtherance of said authority, the Executive Committee shall have the power to review and approve all contracts and to reincorporate the Association to and in any jurisdiction within the United States determined by the Executive Committee to be in the best interests of the Association.
Section 2. Number and Qualification of Executive Committee. The Executive Committee shall be composed of the President, President-elect, immediate past President of the Association, and Secretary/Treasurer. The Executive Committee shall be responsible for representing the Association to external persons and institutions, and for conducting the business of the Association during the period of time between annual meetings. In the event of a tie in voting on any issue, the President’s vote will break the tie.
Section 3. Vacancies. In the event that an Executive Committee member is unable or unwilling to complete his or her term of office, the President shall appoint a successor who shall serve until the next annual meeting of the members.
Section 4. Place of Meeting. Regular and special meetings of the Executive Committee shall be held at any place which has been designated from time to time by resolution of the Executive Committee or by written consent of all members of the Executive Committee.
Section 5. Regular Meetings. The Executive Committee shall endeavor to meet ten (10) times each year at such times as determined by the President.
Section 6. Voting. Every act or decision done or made by a majority of the members of the Executive Committee shall be regarded as the act of the Executive Committee, unless a greater number shall be required by law or by the Articles of Incorporation. In the case of a tie, the President’s vote will break the tie.
Section 7. Meetings by Telephone. Members of the Executive Committee of the Association, or any committee designated by the Executive Committee may participate in a meeting of the Executive Committee or any such designated committee by means of conference telephone or similar communications equipment, by means of which all persons participating in a meeting shall constitute presence in person at the meeting.
Section 8. Standing Committees.
(a) The Standing Committees of the Association are as follows:
(b) The chairs of each committee shall be appointed by the Executive Committee for a three year term, which may be extended by the Executive Committee for additional three year terms. The members of standing committees shall be appointed by the chairs after consultation with the Executive committee. The meetings of the committees shall be determined by the chairs.
(c) The Advisory Board shall be a committee which meets during the annual meeting and at other times determined by the President for the purpose of providing suggestions and advice to the Executive Committee. It shall be composed of all of the members of the Executive Committee, the chairs of all standing and ad hoc committees, all Past Presidents of the organization, and anyone selected by the President.
(d) The Nominations Committee shall be composed of all of the members of the Executive Committee, the immediate past President who shall serve as chair, and one member selected by the chair. The Nominations Committee shall recommend candidates for President-elect by notifying all voting members of its recommendations and by soliciting additional nominations. Additional nominations must be received by the Nominations Committee not later than one (1) month following the date of the initial notice. The secretariat will mail ballots to all voting members. All ballots must be received by the Executive Director within six (6) weeks after mailing in order to be counted. The candidate with the greatest number of votes shall be declared the winner.
(e) The Program Committee, in conjunction with the Executive Committee and Executive Director, shall be responsible for the planning and organization of the annual meeting.
(f) The Education Committee shall be responsible for organizing continuing education conferences, writing exams and any other educational activities outside the annual meeting.
(g) The Research Committee shall be responsible for organizing a research program within the organization. This shall include review articles, research grant applications and presentation at the annual meetings.
(h) Finance and Development Committee shall be responsible for reviewing the annual financial audit of the organization. They shall also work with the Secretary/Treasurer to recommend to the Executive Committee changes in methods of support for the organization including dues, registration fees, etc. The Committee shall also recommend to the Executive Committee investment of organizational funds to enhance the mission of ANPA.
(i) The Bylaws Committee shall review the organization’s bylaws. Members may suggest changes or the Executive Committee may request consideration of changes. The Committee’s recommendations will be reviewed by the Executive Committee and if they concur will be sent to the membership as outlined in Article VII Amendments.
(j) Membership Committee, to be comprised of fellows of the organization, shall review applications for individual membership, fellows, corporate membership, emeritus membership and honorary membership. Their recommendations will be sent to the Executive Committee for final approval.
(k) Meeting Site Committee shall decide on locations for the annual meeting. They will assess membership preference and financial costs as well as quality of facilities. Their recommendation will go to the Executive Committee for final decision.
(l) Awards Committee shall review all entries and applications for any awards ANPA sponsors. The decision of the award committee will be final.
(m) Legal Affairs Committee shall review any matters that have potential legal implications such as suits filed against ANPA or any of its officers or members who were carrying out tasks assigned by the President or Executive Committee. They shall also review and obtain legal consultation about any legal issues of relevance to ANPA.
(n) Public Relations-Public Affairs Committee shall review issues which may impact on the public perception of ANPA. They shall also seek appropriate opportunities to inform the general public about activities or scientific advances of members or scientific presentations at meetings.
Section 9. Ad Hoc Committees. The Executive Committee is empowered to establish (and abolish) ad hoc committees to assist in the conduct of the affairs of the Association.
Section 1. The Officers of the Association shall be:
A President-elect shall be elected every other year at the annual meeting and cannot serve successive terms as President-elect. Once elected, said individual shall serve a total of six years; President-elect for two years, president for two years and immediate past President for two years. The Executive Committee shall appoint the Secretary/Treasurer for a two (2) year term which may be renewed. The President-elect may be appointed to the position of Secretary/Treasurer. The Executive Committee may also appoint a Secretary/Treasurer-elect.
Section 2. President. The President will serve as the chief executive of the Association and will perform such other duties consistent with the goals of the Association as may be assigned from time to time by the Executive Committee. The President will maintain minutes of the Executive Committee meetings and report to the membership at the annual meeting. The President is empowered to appoint members of ad hoc committees for specific tasks of the Association, as needed. The President may invite committee chairs and the organizers of scientific meetings to attend meetings of the Executive Committee when he/she deems appropriate.
Section 3. President-elect. The President-elect will act for the President when the later is disabled or not available. In addition, the President-elect will automatically become President at the annual meeting when the term of the current President is completed following delivery by the outgoing President of his or her report to the membership.
Section 4. Secretary/Treasurer. The Secretary/Treasurer will be responsible for the monies of the Association, including making deposits into appropriate bank accounts and making payments on behalf of the Association. The Secretary/Treasurer will issue a written financial report annually, indicating the income, expenses, and balances of the Association. In addition, the Secretary/Treasurer will assist the Executive Director in the performance of the Executive Director’s responsibilities.
The Secretary/Treasurer or Secretary/Treasurer-elect, in the event the Secretary/Treasurer is absent, is empowered to sign checks up to a limit determined by the Executive Committee. Checks for a higher amount will require the signature of both the Secretary/Treasurer (or Secretary/Treasurer-elect in the event the Secretary/Treasurer is absent) and the President.
If the office of the Secretary/Treasurer-elect is filled, he/she will assist the Secretary/Treasurer and perform the duties described above, and will automatically become the next Secretary/Treasurer when the term of the current Secretary/Treasurer is completed.
Section 5. Executive director. The post will be a 2 year contractual position occupied by an individual appointed by the Executive committee who maintains a position independent from that of the elected officers. The executive director’s function will be to ensure cohesion and continuity of the Association and carry out assigned tasks to include but not be limited to the following: serve an administrative role for the annual meetings of the Association, maintain a complete database of all membership, be the repository of all pertinent Association documentation, and responsible for compliance with all legal requirements. The Executive Director will also ensure that all Association information is available to the Executive Committee and membership and receive proxies, dues, membership applications, requests for Association records and will direct these to the appropriate committee or the Executive Committee for discussion and resolution at its next meeting. The Executive Director shall also mail to the membership newsletters, dues notices, ballots, approved constitutional or Bylaws amendments and other materials as approved by the executive Committee. With the Secretary/Treasurer, the Executive Director will tally proxies.
The Executive Director will serve on a contractual basis with the contract up for renewal every two years. Such renewal will be based on a performance review by the Executive Committee. Remuneration and salary adjustment will be determined by the Executive Committee based on merit and comparable salaries paid by similar organizations. A vacancy in the post of Executive director may be appointed by the President with the agreement of the Executive Committee. The contract may be voided by vote of the Executive Committee based on breech of contract or conduct which is detrimental to the stability or good reputation of the organization.
The Association shall indemnify to the full extent authorized or permitted by law, as now in effect or as hereafter amended, any person made or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, including an action by or in the right of the Association) by reason of the fact that he is or was a member, officer, employee or agent of the Association or serves any other enterprise as such as the request of the Association.
The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from this Article V. The foregoing right of indemnification shall continue as to a person who has ceased to be a member, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
The Association may be dissolved upon the vote of a majority of the voting members present in person or by proxy at the annual meeting at which a quorum is present, whether by attendance in person or by proxy. Upon the dissolution of the Association, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the governing board shall determine. The dissolution of the Association in connection with the reincorporation of the Association in a different State shall not trigger the provisions of this Section.
Amendments to the Bylaws and/or Articles of Incorporation may be proposed by any voting member provided the proposed amendment is in writing, co-signed by ten (10) additional voting members, and submitted to the Executive Director not later than September 1 of any year. The Executive Director will present all amendments which have been timely filed to the Bylaws Committee for consideration at the first meeting occurring after November 1. In the event the Bylaws Committee approves the proposed amendment, the Bylaws Committee shall review the proposed amendment and, if they approve, will circulate the amendment to all voting members for vote by proxy and to be placed on the agenda at the annual meeting of the Association. An affirmative vote of the majority of the voting members at the annual meeting in which a quorum is present, whether by attendance in person or by proxy, shall be required for the amendment to be adopted.