BYLAWS
of
INSTITUTE FOR PSYCHOANALYTIC TRAINING AND RESEARCH, INC.
A New York State Nonprofit Corporation
Committee on Bylaws: Arnold Wilson (chair), Florence Williams, Joseph Cancelmo (ex officio)
Revised, ratified, and adopted on ___________, 2009
Signature of the Secretary of the Corporation _______________________________
Article I: Purposes
1) The organization known as the Institute for Psychoanalytic Training and Research, Incorporated; hereinafter referred to as IPTAR, is an educational corporation organized for the purposes and governed by the privileges of its Charter granted by The Board of Regents of the University of the State of New York.
2) The below mentioned principles of governance are consistent with, in descending order of precedence, New York State Nonprofit Corporation Law (http://law.justia.com/newyork/codes/not-for-profit-corporation); the previous Bylaws of IPTAR; and Robert’s Rules of Order as periodically revised.
3) The purposes of IPTAR are:
a) To establish an organization of practicing psychoanalysts with high professional standards.
b) To cooperate with qualified and interested members from allied professions, such as, but not limited to, law, medicine, dentistry, anthropology, sociology and education.
c) To train qualified and interested members of the professions of medicine, psychology, social work, nursing, and allied related fields and disciplines in the Humanities in the principles and practice of psychoanalysis as well as psychoanalytically informed work in related areas.
d) To further the cause of mental health by disseminating to the public information about psychoanalysis and psychoanalytic psychology.
e) To organize clinical facilities which will provide psychoanalysis, and other forms of psychotherapeutic assistance to those in need of it.
f) To coordinate the activities of the aforementioned clinical activities with training in psychoanalysis and psychotherapy.
g) To help provide adequately trained psychoanalysts to meet the needs of the community for their services.
h) To stimulate and undertake research in the fields of mental health and the understanding of personality in general.
i) To offer appropriate assistance to universities, medical centers, and other educational institutions where such assistance and cooperation will be to the benefit of either or both parties.
j) To arrange lectures, seminars, and discussions for the interchange of ideas pertinent to the field of psychoanalysis and psychoanalytic psychology.
k) To exercise its power, when necessary and feasible, to purchase, lease, or obtain real property whether improved or unimproved in accordance with the proper functioning of this organization.
l) To receive gifts, bequests, grants, and otherwise raise money for such purposes as are deemed appropriate.
m) To be a member of the International Psychoanalytical Association (hereinafter IPA).
n) To be committed to abiding by the IPA Constitution and Bylaws and to upholding IPA membership and training standards.
o) To be a member of the Coalition of Independent Psychoanalytic Societies (hereinafter CIPS).
p) To be committed to abiding by the CIPS Bylaws and to upholding CIPS membership and training standards.
Article II: Membership
1. There are six categories of members for graduate psychoanalysts: Fellows, Members, Associate Members, Members Emeritus, Honorary Members, and Corresponding Members.
2. A Fellow must:
a) Have been a Member for a minimum of five years (Associate or Full), including having reached full membership, and given a clinical/scientific contribution approved by the Board of Directors (see Article II, Sec. 3b).
b) Meet the professional requirements relating to contributions to the field as determined by the Fellowship Committee and receive the approval of the Board of Directors.
c) Be of such professional caliber, as assessed by procedures developed by the Fellowship Committee and approved by the Board of Directors, that she/he is considered eligible to perform training and supervisory psychoanalysis.
3) An applicant for Associate membership must be a graduate of an IPA approved Training Institute and/or a member of an IPA Component Society.
a) All new Associate Members are accepted provisionally.
b) Full membership is granted after the Associate Member gives a clinical/scientific presentation at an IPTAR meeting, which is accepted by the Board of Directors for its clinical and/or scientific merit.
4. The IPTAR Board of Directors may, by majority vote, give Emeritus status to members older than 70 who are not presently active at IPTAR but who have made meaningful contributions to IPTAR over many years. A Member Emeritus shall not be required to pay dues but is entitled to vote, and otherwise have all the privileges of active membership. Consideration for the Emeritus process must be initiated by the individual member, not the Institute, but IPTAR activity (e.g., seeing patients, supervising, teaching) will be assessed by the Board of Directors.
5. Honorary Members: The Board of Directors, by two-thirds vote of the Board, may invite eminent psychoanalysts and individuals who have made a meaningful contribution to psychoanalysis, even if they are not practicing analysts and/or have not graduated from a recognized training institute, to Honorary Membership. Honorary Members shall not pay dues nor be entitled to vote.
6. Corresponding Members: Any Member of IPTAR who maintains his or her principal office at a location of such a distance or time of travel from the most frequent meeting place of IPTAR as to make it difficult or impossible within reason, to attend regular meetings shall be eligible to be a Corresponding Member of IPTAR. Corresponding members shall pay dues determined by the Board of Directors and may vote.
7. Affiliates: Graduates of one of the allied training programs sponsored by IPTAR. Such programs include the Child and Adolescent Psychotherapy Program, the Socio-Psychoanalytic Training Program in Organizational, Consultation, and Executive Coaching, and the Parent-Infant Psychotherapy Training Program. Affiliates pay an Affiliation fee and may not vote in society-wide activities. They are not formally Members of IPTAR, but they may participate in clinical and organizational activities when appropriate.
8. The selection of Fellows and Members shall be determined by, and in accordance with, procedures defined by IPTAR, and administered through the Fellowship and Membership Committees. The Membership Committee shall maintain, in written form, the Admission Standards and Procedures, which shall include all standing rules of the Society as pertain to the selection, processing, and admission of applicants for all classes of Membership except Fellowship. The Fellowship Committee shall likewise administer procedures, standards, and selection criteria for Members who apply to become Fellows.
9. The Board of Directors, by majority vote, shall pass upon applicants for Membership; by two-thirds vote of the Fellows of the Board, shall pass upon applicants for Fellowship.
10. The Board of Directors has the right, by majority vote of the Board, to reject any application for membership without providing cause to the applicant.
11. Any member may terminate membership by giving written notice to the Secretary, which notice shall be presented to the Board of Directors at the first meeting thereafter.
12. All members, affiliates, and candidates are obligated to act in compliance with the code of ethics of IPTAR as well as the discipline which provided their license to practice.
13. The Board of Directors may, by two-thirds vote, suspend or expel any member for conduct detrimental to the aims and purposes of IPTAR, other than non-payment of dues, after complaints have been investigated and a hearing held, and such action is recommended to the Board by a majority vote of a Standing Committee appointed by the Board of Directors to investigate possible ethical malfeasance upon the recommendation of the Ethics Committee. Appeal of the Board’s decisions pertaining to suspension or expulsion may be made to the Board, in writing, within one month of the Board’s decision to suspend or expel. The Board of Directors may approve the granting of such appeal by two-thirds vote, or may direct the Ethics Committee to carry out further investigation prior to final decision on the appeal.
14. Termination of Fellowship or Membership means that the individual forfeits, waives, and releases all rights, benefits, and privileges of such membership status and any share, estate, or interest in the lawful functioning, property, or assets of IPTAR.
Article III: Meetings
1. There shall be at least one IPTAR meeting of members each calendar year. Candidates of the adult psychoanalytic program are invited to attend.
2. Notice of the annual meeting of members, along with a provisional agenda for the meeting, signed by the Secretary, shall be e-mailed to the last recorded e-mail address of each member at least two weeks prior to the appointed meeting. If no e-mail address is listed or the e-mail address listed is incorrect, has been changed, or for any other reason does not reach the intended member /candidate, notice shall be deemed to have been given at the time it is sent with good intentions.
3. All Members and Candidates have the right to introduce agenda items during the period between the e-mailing of the agenda and the time of the appointed meeting.
4. Special (or emergency) meetings of IPTAR can be called by the Board of Directors, the President, or at the written request of one-third of the membership. A meeting called at the request of the membership must be held within three weeks after such request has been made. Notice of any special meeting should be given in the same manner as prescribed for the annual membership meeting.
5. The presence of 25 voting members shall be necessary to constitute a quorum for the transaction of business, except for amendment of the Bylaws. In the absence of a quorum the president may direct that members be polled by an e-mail ballot.
6. If the number attending a meeting is insufficient for a quorum, a majority vote of those attending the meeting may immediately adjourn the meeting to a future time. If a quorum is present at the subsequent meetings, all business will be transacted which might have been transacted at the meeting originally called.
7. Only Fellows, Full Members, Associate Members, Corresponding Members, and Members Emeritus are entitled to vote.
8. Items of business at the meeting of members shall be in the order specified by Roberts Rules of Order, as periodically revised.
9. The community (meeting of members) meeting(s) and any special meetings shall be conducted by parliamentary procedure as outlined in Roberts Rules of Order, as periodically revised.
10. At any meeting the President may declare the meeting in Executive Session and thereupon all persons who are not Fellows, Full, Associate, Corresponding, and Emeritus Members shall be excluded from the Executive Session of the Meeting.
11. Digitized minutes of all membership, community, and Board of Directors meetings shall be kept in the primary IPTAR office and are available to all members upon request.
Article IV: Officers
1. The officers of IPTAR shall be a President, President-elect, Treasurer and Secretary. The President and President-elect must hold Fellow status in IPTAR. The Treasurer and the Secretary may hold Fellow or Member status at the at the time of their election.
2. The President shall preside at all membership meetings and meetings of the Board of Directors. She/he shall apprise her/himself of the proper functioning of all standing committees as well as special committees which she/he may deem essential, and shall designate the personnel of these special committees. The President shall be an ex-officio member of all committees.
3. In the event of a vacancy in the Office of the President, or during absence or inability to serve, his /her duties and powers shall devolve upon the President-elect. Like the President, the President-elect shall be an ex-officio member of all standing and special committees.
4. The Treasurer shall have custody of all funds of IPTAR and shall hold them in the name of IPTAR in such manner as the Board of Directors shall indicate. The Treasurer shall prepare the annual budget, keep a record of all money received and expended, and shall chair the Finance Committee.
5. The Secretary shall keep minutes of all meetings of the membership of IPTAR and of the Board of Directors. These minutes once formally approved by a vote of the Board of Directors shall be typed and kept in a permanent read-only computer file so that they may be referred to by the Board of Directors. The membership meeting minutes may be made available to members of IPTAR at the discretion of the Executive Committee. Minutes of all meetings shall be available to the Board of Directors. In addition, the Secretary shall be responsible for any official or individual correspondence which may be required by IPTAR or by the Board of Directors. He/she shall maintain a list of members of IPTAR and shall be responsible for the preparation and distribution of all notices, ballots, etc., which may be mailed or e-mailed to members.
6. All officers are elected for two year terms. Mail ballots will be sent to all voting members of IPTAR 21 days prior to the date the ballots are due at the IPTAR Administrative Office. E-mail balloting for the election of officers is prohibited. Election will be by majority of ballots returned by the due date. The Elections Committee shall be chaired by the Secretary; two additional members of the IPTAR Board of Directors shall be appointed to that Committee by the President. The Committee sends out nominating ballots, counts them, sends out election ballots, counts them, and makes its report to the Board at its next meeting, after which the new officers and Chairpersons shall be announced to the Membership.
7. In the event a vacancy exists in the office of President, President-elect, Treasurer or Secretary, the Board of Directors may fill such vacancy until the next regular election, or may call a special meeting to nominate and elect for the position(s) vacant.
Article V: Board of Directors
1. The Board of Directors shall be the governing body of IPTAR and, as such, it shall have full legal and fiduciary power and authority over all the affairs of IPTAR subject to the Nonprofit Corporation Law of New York State and the IPTAR Bylaws. It shall have authority to delegate its powers to members and committees as it may deem advisable.
2. The Board of Directors shall consist of:
a) The elected officers of IPTAR (President, President-Elect, Treasurer, Secretary).
b) The Dean of the Institute Training Board.
c) The immediate past President of IPTAR (unless the Presidency was ended by resignation according to Article II, Sec. 11, or suspension or expulsion by two-thirds vote of the Board of Directors).
d) Chairpersons of all elected Standing Committees (Membership, Program, Education and Research, Ethics; see Article VI, Secs. 1&2).
e) Directors of the IPTAR Clinical Center and the Child and Adolescent Psychotherapy Program.
f) Two representatives-at-large to be elected from the roster of Fellows.
g) One representative-at-large to be elected from the roster of non-Fellow members of IPTAR.
h) Two post-RFC candidate representatives from the adult psychoanalytic program elected by the candidates.
i) Representatives to the International Psychoanalytical Association and the Confederation of Independent Psychoanalytic Societies.
j) Liaisons to the ICC Advisory Board and Legislative Issues.
k) Administrator and Administrator(s) Ad-Hoc.
l) Chairs of appointed committees (Fellowship, Coordinator of Training, Diversity, Arts and Society, Communications).
3. The Child and Adolescent Psychotherapy Program and the Socio-Psychoanalytic Program in Organizational, Consultation, and Executive Coaching report to the IPTAR Board of Directors, and the Board of Directors selects the chairs of these programs.
a) The Child and Adolescent Psychotherapy Program provides training in child and adolescent psychotherapy.
b) The Socio-Psychoanalytic Training Program in Organizational, Consultation, and Executive Coaching provides training in applying psychoanalytic concepts to organizations, groups, and community settings.
4. The meetings of the Board of Directors shall be held on the call of the President of IPTAR, or upon written request by one-third of the Board members. There shall be at least one Board of Directors meeting annually.
5. A quorum of the Board of Directors shall consist of a majority of its membership, except in cases involving changes in the Bylaws when a quorum shall consist of two-thirds of its membership. No voting proxies shall be permitted involving By-Law changes.
6. The unexpired term of any vacancy or vacancies in the Board of Directors resulting from death, resignation or disqualification or otherwise may be filled without notice to the membership by a vote of a majority of the remaining members of the Board present at the meeting at which such an appointment is made, which may be at any regular meeting of the Board of Directors or at any special meeting thereof called for such purpose.
7. All board members shall serve renewable terms of two years except for the Dean of the Institute Training Board, who shall serve a renewable term of four years.
8. There shall be an Executive Committee of the Board of Directors. The Executive Committee shall consist of the President, President-Elect, Past-President, Dean of the Training Institute, Director of the ICC, Treasurer, Fellows-at-Large, and an Administrator, each of whom shall have one vote.
a) The President and Administrator shall be respectively Chair and Secretary of this Committee.
b) The Executive Committee shall have and may exercise any and all powers of the Board of Directors between meetings of the Board of Directors.
c) Meetings of the Executive Committee may be called by the Chair or by three members. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. The vote of a majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be necessary and sufficient to take any action.
d) The Executive Committee shall keep a record of its transactions and the Administrator shall report the same to the next meeting of the Board of Directors. Any action taken by the Executive Committee shall be subject to rescission or change by majority vote of the Board of Directors when the transactions are reported.
e) The Executive Committee may meet, if it chooses, by conference call or by using other satisfactory technological conferencing devices.
Article VI: Committees of the Board of Directors and their Responsibilities
1. The Board of Directors shall fulfill their administrative responsibilities through the appointed committees. All committees report to the Board of Directors, which has final oversight over their activities.
a) Committee recommendations or decisions shall be determined by majority vote.
b) Committees shall formulate the criteria that determine their recommendations or actions. These shall be available to members and candidates.
c) All committees shall report to the Board of Directors at least once a year during the annual business meeting.
d) Any committee member who does not agree with the majority is free to submit a minority report to the Board of Directors.
e) Any member of a committee may resign at any time by giving written notice to the chairman of the committee or to the Secretary. Such resignation, which may or may not be made contingent on formal acceptance by the Board of Directors, shall take effect on the date of receipt or at any later time specified in said notice. The President may remove any appointed member of a committee.
2. Chairs of the following standing committees are to be elected from the roster of Fellows and Members of IPTAR by the members in accordance with procedures outlined and maintained by the Elections Committee. The following Chairs must be Fellows:
a) Program Committee.
b) Membership Committee.
c) Ethics Committee.
The following Chair may be a Fellow or Member:
d) Education and Research Committee
3. Chairs of the following standing positions and/or committees are to be nominated by the President and approved by majority vote of the Board of Directors. These following Chairs must be Fellows:
a) Dean, IPTAR Training Institute.
b) Fellowship Committee.
c) Bylaws Committee.
The following Chairs may be Fellows or Members:
d) Director, IPTAR Clinical Center.
e) Financial Development Committee.
f) Investigative Committee.
g) Diversity Committee.
h) Communications Committee.
i) Arts and Society Committee.
4. The President will nominate two or more Administrators, to be approved by the Board of Directors. They shall be non-Fellow Members and one shall be a member of the Board of Directors.
5. Two candidates elected by the candidates to serve on the Board of Directors.
6. Responsibilities of the standing committees elected by the membership follow:
a) The Program Committee shall prepare a suitable program in accordance with the purposes of IPTAR and the interest of the membership. The Program Committee is fully responsible for the implementation of the program.
b) The Membership Committee shall be responsible for carrying out the following procedures. Application for membership shall be made to the Chairperson of the Membership Committee, and shall be made in accordance with whatever forms and procedures may be set forth by the Membership Committee. Also, the Membership Committee shall examine all applications and submit its report to the Board of Directors on each applicant. Members shall then be elected to IPTAR as indicated in Article II, Sec. #4.
c) The Ethics Committee shall have the power to investigate any complaint or matter formally brought to its attention regarding ethical practices. It is an investigative and fact gathering committee that will adhere to the guidelines outlined in IPTAR’s Code of Ethical and Professional Conduct. This Code of Ethical and Professional Conduct and procedural guidelines are available upon request from the chair of the Ethics Committee.
d) The Education and Research Committee shall initiate, facilitate, and guide the research activities of IPTAR. It shall encourage members and candidates in training at the IPTAR Training Institute in their own research pursuits and cooperate with such persons as shall be considered feasible. It shall coordinate research activities amongst its members and make available research activities outside IPTAR. It shall investigate and implement seminars for other professionals, study groups for IPTAR members and workshops for IPTAR members. It shall sponsor the Friday clinical series and Beyond the Basic Curriculum as foci of internal education. Further, this committee shall cooperate with the Training Institute and help provide adequate research facilities for its program.
e) The Communications Committee shall, consistent with the Board of Directors and budgetary allocations, initiate and control all publications relating to the activities of the Institute; publish updated directories of members; be responsible for publications which the Board of Directors may deem appropriate; be responsible for the IPTAR websites, listserves, and all public relations functions.
f) Diversity Committee: Investigate and advocate for the racial and ethnic composition of IPTAR.
g) Arts and Society Committee: Organize programs integrating psychoanalysis with the arts community.
7. Responsibilities of the standing committees and individuals appointed by the President follow:
a) Dean, IPTAR Training Institute: coordinate the activities of the IPTAR training programs.
b) Fellowship Committee: Evaluates and assists members who apply for Fellowship status.
c) Bylaws Committee: The Bylaws Committee will advise the President and the Board of Directors at the end of every academic year if Bylaw revision is necessary, and recommend the wording of proposed Bylaw amendments.
d) Financial Development Committee: Draws up an annual budget for approval of the Board of Directors, oversees the ongoing banking/business operations and all investment funds.
e) Investigative Committee: Examines key psychoanalytic concepts and holds meetings that further these investigations.
f) Administrators: Assist the President as needed.
g) The Coordinator of Training solicits, represents, and relays the concerns of the Parent Infant, Respecialization, Externship and Allied Programs to the President, Board of Directors, and others whose advocacy and oversight is important for these training programs.
8. Sub-committees and ad hoc committees may be provisionally appointed as deemed necessary by Chairpersons and/or the Board of Directors. All provisional appointments are made final when approved by the President, who has the sole power of final appointment.
Article VII: The IPTAR Training Institute
1. The Institute for Psychoanalytic Training and Research shall fulfill its responsibilities as enumerated in Article I, Sec. 3e,f, g, and h, by establishing and maintaining the Training Institute of IPTAR.
2. The Adult Psychoanalytic Training Program, the Psychoanalytic Respecialization Program, and the New York State Licensing Program fall under the jurisdiction of the IPTAR Training Institute.
a) The Adult Psychoanalytic Training Program provides the necessary education for candidates to become certified as adult psychoanalysts and\or New York State licensed psychoanalysts.
b) The Psychoanalytic Respecialization Program provides a training sequence for students from other academic and professional fields who are interested in respecializing in psychoanalysis.
c) The New York State Licensing Program provides training for students to qualify for licensure in New York State.
3. The Training Institute shall be administered by an Institute Training Board which shall oversee the affairs of the Training Institute subject to the Bylaws of IPTAR and the directives of the Board of Directors. It shall have authority to delegate its powers to members and committees as it may deem advisable. The Institute Training Board shall be composed of the following:
a) The President of IPTAR.
b) Two post-RFC candidate representatives of the adult psychoanalytic program elected by the candidates.
c) One representative from the Clinical Center.
d) One representative from the Board of Directors appointed by the President.
e) The Dean of Training of the Institute Training Board.
f) The Director of the Psychoanalytic Respecialization Program.
g) Chairs of all IPTAR Training Institute standing committees.
4. The Board of Directors shall, by majority vote, elect a Dean for the IPTAR Training Institute for a period of four years, and can be reappointed. The Dean shall be Chairperson of the Institute Training Board, ex-officio member of all standing and ad hoc committees, and liaison officer with the Membership Society. In the event of the absence of the Dean or an inability to serve, such duties and powers shall devolve upon one of the appointed associate Deans, to be elected by the Board of Directors. This shall remain a permanent appointment until, when, and if the Dean can resume his or her responsibilities. The Dean shall be selected from amongst Fellows.
5. The Dean with the approval of the Board of Directors will nominate chairs of Progression committees and as many Associate Deans as he or she sees fit, for a period of, and not to exceed, two years, unless reappointed.
6. The Dean shall nominate a Secretary for a period of and not to exceed two years, unless reappointed, and shall fulfill all obligations attendant upon such office.
7. The standing committees and positions of the IPTAR Training Institute are as follows:
a) Faculty and Curriculum Committee.
b) Admissions Committee.
c) Recruitment Committee.
d) Registrar.
e) Eight Progression Chairs (Training Analysis, Coursework, Matriculation, Written Readiness for Control, Oral Readiness for Control, post-RFC Precontrol Work, Control Work, Beyond the Basic Curriculum, Clinical Case Presentation).
f) New York State License Eligible Program
8. The Faculty and Curriculum Committee shall determine the need for, solicit and propose courses and course instructors. They shall maintain, by suitable means, a high level of competence of instruction and facilitate the integration and exchange of course material through meetings of the Faculty.
9. The Admissions Committee shall prepare and maintain standards and procedures for the selection of trainees of suitable personal and professional caliber.
10. The Recruitment Committee shall set up meetings and programs for prospective candidates.
11. The Registrar is responsible for overseeing the course enrollment of the candidates and keeping lists of candidates in the adult psychoanalytic program.
12. The Progression Chairs serve in varying capacities and shall be responsible for facilitating and monitoring the progress throughout the training years of the candidate in adult psychoanalysis.
13. A committee Chair may be removed from office by a majority vote of the Board of Directors.
14. A prospective trainee shall apply for admission to the Training Institute in accordance with rules and procedures as set forth by the Admissions Committee. The pursuit of studies, training and control analyses must be in accordance with the appropriate regulations of the Training Institute and the Bylaws of IPTAR.
15. Acceptance by and training in the Training Institute is a privilege granted to qualified applicants. It shall be the right of the Institute Training Board to withdraw such privilege at any time or without cause temporarily or permanently. Such withdrawal shall take place in accordance with regulations established by the Training Institute, and after notice.
Article VIII: The IPTAR Clinical Center
1. The IPTAR Clinical Center shall exist in accordance with Article I, Section 2e and 2f. An IPTAR Clinical Center Board shall be responsible for establishing standards and procedures for the maintenance of a Clinical Center program.
2. It shall be the responsibility of the Board of Directors to elect a Director for a period of four years and two Associate Directors to run the Clinic. The Associate Directors shall each serve two year overlapping terms. The ICC Directors, with the approval of the Board of Directors, in addition to their own participation, will nominate a Clinical Center Board, consisting of a Secretary, Treasurer, an Administrator and other personnel to implement these standards and procedures, and maintain effective supervision of intake, training, therapy, referral, record-keeping, and finances.
3) The IPTAR Clinical Center shall be responsible for maintaining a school intervention program, which takes place at several participating schools.
Article IX. Indemnification and Insurance
1. The Corporation shall, to the maximum extent permitted by New York State Nonprofit Corporation Law, and in accordance with that Law, indemnify each of its agents against its expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation. For purposes of this section, an “agent” of the Corporation includes any person who is or was an officer, employee, director or other agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.
2. The Corporation shall have power to purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article IX.
Article X: Dues
1. The notice of dues will be sent to all Members in the late fall, stating dues are payable upon receipt. A second notice will be sent two months later to those Members who failed to pay.
2. If the payment of the assessment is a financial hardship, the Member should inform the Treasurer, who with the concurrence of the president can make a reduction when appropriate. The Treasurer should inform the Board of Directors when an assessment reduction has been made, but the Treasurer need not reveal the identity of the Member.
3. Annual dues for members shall be determined by a majority vote of the Board of Directors.
4. Non-payment of dues for two consecutive years shall be considered as resignation from the Society. The payment of past-due assessments allows a former Member to reapply via the Treasurer for reappointment. Such reappointment must be confirmed by the Board of Directors.
Article XI: By-Law Amendments
1. These Bylaws may be altered or amended by the affirmative vote of two-thirds of the members eligible to vote who cast ballots.
2. Any proposed alteration or amendment can be discussed in a special meeting upon request of any 20 members. Under these conditions, the amendment shall be set forth in a notice, not less than fourteen days prior to the meeting at which the proposed alteration or amendment is to be discussed.
3. A copy of each proposed bylaw amendment with space for voting and such explanations of the alteration or amendment as the Board of Directors deems necessary shall be mailed or e-mailed to each member so that members who cannot be present at the meeting may cast their votes. A majority vote of the Board of Directors is required to go forward with e-mail balloting on a Bylaws amendment.
4. A majority vote of the Board of Directors is necessary to refer a proposed bylaw amendment change to counsel for advice on wording and legality prior to distribution to the membership.