By-Laws of the Confederation of Independent Psychoanalytic Societies of the United States

As amended, February, 2008

1. Name. The name of this corporation shall be the AConfederation of Independent Psychoanalytic Societies of the United States" henceforth to be referred to in this document as "CIPS" or as "the corporation."

2. Offices. The principal office of the corporation shall be at 1651 3rd Avenue, New York, New York 10128. The corporation may also have offices at such other places as the CIPS Board of Directors ("The Board") may from time to time appoint or the purposes of the corporation may require. However, the corporation shall continuously maintain in Delaware a registered office and a registered agent and the office of the registered agent shall be identical with the registered office of the corporation.

3. Purposes and Objectives. The corporation=s overall aim is the advancement of psychoanalytic knowledge and expertise and the promotion of awareness of its value in the multiple and diverse contexts in which it is relevant. Its purposes are as follows:

1. ) It shall represent its membership and component societies in matters pertaining to the International Psychoanalytical Association (IPA), its administration and the relations between component societies and the IPA or IPA subgroups.
2. ) It shall represent its membership and component societies in matters pertaining to IPA training standards and their implementation and application to health care.
3. ) It shall represent its membership and component societies in matters pertaining to legislative issues.
4. ) It shall promote scientific exchange among component societies and between those societies and other organizations with like interests.
5. ) It shall encourage and promote public interest in psychoanalysis, its efficacy, and its validity.
6. ) It shall encourage and facilitate the formation of psychoanalytic groups and their application for affiliation with the IPA.

4. Administrative Structure. The corporation is a confederation of component independent psychoanalytic societies and individual members. Individual membership in the corporation is defined as membership in both one of its component societies and the IPA. Individuals not affiliated with a CIPS component society may be accepted for membership ("direct members") if they are members of the IPA. When the number of direct members is 30 or more, the direct membership, as an entity, shall be considered equivalent to a component society of CIPS.

1. ) Component societies of the IPA, including full component societies and provisional societies, as well as IPA study groups, may be admitted to CIPS by the affirmative vote of two-thirds (2/3) of the Board and the subsequent endorsement of their admission by all of the boards of the CIPS component societies. Full component or provisional societies of the IPA may gain full admission to CIPS. Recognized study groups of the IPA may also gain admission to CIPS, but shall be permitted only one non-voting representative on the Board. (For purposes of these By-Laws, full component or provisional societies of the IPA admitted to membership, and the entity referred to in Article I.4 comprising 30 or more direct members, are a "component society" when referred to individually and "component societies" when referred to collectively.)
2. ) A component society of CIPS may be expelled or suspended for failure to maintain the qualifications and standards established for membership or for other good cause. A component society of CIPS that fails to maintain the qualifications, requirements, and standards or otherwise causes the Board to consider its termination or expulsion shall be notified of such pending action and shall be given an opportunity to be heard by the Board. Termination of membership or suspension of membership in CIPS shall require a two-thirds (2/3) vote of the Board.

The policies and affairs of CIPS will be carried out in the manner described herein by the Board, and by the Standing Committees and their respective Chairs or Co-Chairs. The Standing Committees shall include, but shall not be limited to, the following committees: the Executive Committee and the Nominating Committee. Additional Standing Committees may be created or disbanded by a majority vote of the Board.

In addition to Standing Committees, the policies and affairs of CIPS may be carried out by Select Committees, which are ad hoc working groups, created by a majority vote of the Board, for the purpose of pursuing specific objectives and assignments in accordance with the directives of the Board.

The Executive Committee shall consist of the President, the Secretary, and the Past President or the President Elect. The Executive Committee shall be chaired by the President of CIPS. With the approval of the Board, the President may appoint additional members from the Board or the CIPS component societies to serve on the Executive Committee. The Executive Committee shall carry out the policies of the Board and the business of the corporation between meetings of the Board.

The Nominating Committee shall be responsible for conducting the nomination and the election of the President and the Secretary by the national membership. The Nominating Committee shall be chaired by a member of a CIPS component society who is appointed by the President with the approval of the Board.

5. Special Memberships. All candidates enrolled in training programs in psychoanalysis in Institutes of component societies shall be Affiliate Members of CIPS. Affiliate Members shall not be required to pay dues, and shall have no voting rights in CIPS.

Candidates enrolled in IPA training programs in psychoanalysis at institutes of societies outside of CIPS may become "direct affiliate members" of CIPS. Direct affiliate members shall be required to pay dues in an amount to be determined by the Board. A direct affiliate member shall have the same rights and privileges as candidates who are affiliates by virtue of candidacy in a training institute of a CIPS component society. A direct affiliate member shall be an affiliate member of the Direct Member Society of CIPS.

Individuals from any field of endeavor may be elected Honorary Members of CIPS by a majority vote of the Board of Directors. Honorary Members shall not be required to pay dues, and shall have no voting rights in CIPS.

6. Retired and Semi-retired Members: Individuals who are retired or semi-retired from practice, who remain members of their respective component societies, and whose dues obligations are reduced or waived by their respective societies, shall be registered as "retired" or "semi-retired" members of CIPS. Retired and semi-retired members of CIPS shall retain full membership in CIPS and shall be listed as regular members in all public representations with reduced dues obligations or with no concomitant dues obligations, as determined by the CIPS board.

1. Powers, Duties and Responsibilities. All the corporate powers, except those otherwise provided for by law or these By-Laws, are vested in and shall be exercised by the Board, subject to approval by two-thirds (2/3) of the component societies with respect to any Board action which is made subject to such approval by a one?third (1/3) vote of the Board. In addition, the Board shall:

1. elect representatives to any external organization to which CIPS has representation;
2. admit new IPA component and provisional societies, direct members and recognized IPA study groups;
3. establish new Standing Committees and abolish existing Standing Committees when, in the opinion of the Board, a new committee would facilitate the administration and implementation of the policies and objectives of CIPS or an existing Committee is no longer needed;
4. adopt and implement such programs and policies as will further the objectives and policies of CIPS.

2. Number. The Board shall consist of the officers, the Past President or the President Elect, the Secretary Elect, and two voting Directors/Representatives ("Directors") from each of the component societies. The total number of Directors of the Board will be determined by the admission or reduction of component societies at any given time. One non-voting Representative may represent each IPA study group on the Board.

3. Special Members. Each Past President shall serve as a non-voting member of the Board for a one-year term following completion of his or her term as President. The President Elect shall serve as a non-voting member of the Board for a one-year term following election to the presidency as described in Article III herein. The Secretary Elect shall serve as a non-voting member of the Board for a one-year term following election to the office of Secretary.

4. Election. Each component society of CIPS shall select two Directors of the Board, which shall not include individuals elected as officers by a national balloting. The two Directors from a component society shall serve a staggered term of two years, effective June 30 of a given year. Each of the component societies will thus be represented at all times on the Board by two Directors selected by and from among their respective membership, but will introduce only one new Director each year.

5. Resignation, Vacancies, and Removal. Any member of the Board may resign at any time by giving written notice of such resignation to the Board. Any member of the Board (including the President or Secretary) may be removed by two thirds (2/3) vote of the Board.

Director vacancies on the Board may be filled for the unexpired portion of the term of the departing Director by the group that selected the departing Director.

6. Annual Meetings. There shall be an annual meeting of the Board to be held at such time and place as the Board shall designate.

7. Regular Meetings. The Board shall, in addition to the annual meeting, have at least three meetings from September to June, either in person or via conference telephone, and hold other meetings from time to time as necessary.

8. Special Meetings. Special meetings of the Board may be called by the President. The President shall be required to convene a meeting upon request of one-third (1/3) of the Board.

9. Notice Of Meetings. At least two (2) weeks notice shall be given of all meetings of the Board. If an emergency arises, the President may schedule a meeting at any time, as long as the two-week notice requirement is waived by a two-thirds (2/3) vote of the Board.

10. Telephonic Participation in Meetings. Members of the Board may participate in regular and special meetings of the CIPS Board by means of telephone conference, so long as all members in the meeting can hear one another.

11. Quorum. At all meetings of the Board a simple majority of the voting members of the Board shall constitute a quorum for the transaction of business. At any meeting of the Board, business shall be transacted in such order and manner as the Board may from time to time determine. When procedures are not specified in the By-Laws or procedural manual Robert's Rules of Order will be employed.

12. Voting. Except as otherwise specified in these By-Laws, all acts of the corporation shall be by a simple majority vote of the Board present at a meeting. Each member of the Board shall have one vote, unless he/she is designated a non-voting member in these By-Laws. In the event of the inability of a voting member to attend a meeting, the component society that appointed such Director may designate another individual to act on its behalf for purposes of that meeting only. The designated individual shall be referred to as an "alternate," and shall have the full voting rights of the absent member.

13. Action Taken Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all voting members consent in writing to the action.

14. Compensation. Members of the Board shall not receive any stated compensation for their services as such, but may be reimbursed for reasonable and necessary expenditures incurred on behalf of CIPS.

1. Positions.

1. The President, Secretary, and Treasurer shall serve as the officers of the corporation.
2. The Chair or Co-Chairs of the Standing Committees shall implement the policies, programs, and goals of the Board through their respective Committees.
3. The Chair or Co-Chairs of the Select Committees shall implement their assigned committee tasks through their respective committees.

2. Election, Term of Office, and Qualifications.

1. The Nominating Committee shall be responsible for conducting the nomination and election of the President and the Secretary by the national membership.
2. The President and the Secretary shall be elected by national balloting conducted prior to April 30th, during the first year of an incumbent President's two year term.
3. The successful candidates for President and Secretary shall be known as President Elect and Secretary Elect, and shall serve as non-voting members of the Board for one year, commencing on June 30, following the election.
4. The President Elect and Secretary Elect shall assume their respective offices as President and Secretary on June 30, of the following year.
5. The President shall serve as a non-voting member of the Board except on matters requiring a simple majority vote, in which case, the President may vote to break a tie vote of the Board.
6. ) The Secretary shall serve as a voting member of the Board.
7. The Board shall elect a member of the Board or a member of a component society of CIPS to serve as Treasurer of the corporation and of the Board for a two-year term. The Treasurer shall serve as a nonvoting member of the Board, unless the Treasurer is also a Director.
8. The Chairs of all Standing Committees and Select Committees shall be appointed by the President with the approval of the Board. Standing Committee Chairs and Select Committee Chairs shall serve terms of two years, and may be re-appointed.

3. President. The President shall preside at all meetings of the Board; shall sign, on behalf of the corporation, any leases, deeds, contracts, documents, or other instruments. In the event the President is temporarily unable to function, the Secretary shall assume the responsibilities of the office.

4. Secretary. The Secretary shall have charge of such books, documents, and papers as the Board may direct; shall give, or cause to be given, all notices in accordance with these By-laws, and shall attend, with vote, and be responsible for the meetings of the Board.

5. Treasurer. The Treasurer shall have the custody of all funds and financial records of the corporation, subject to such regulations as may be imposed by the Board. He or she shall maintain a bank account in the bank designated by the Board and may, on behalf of the corporation, endorse for collection, checks, notes, and other obligations, and shall deposit the same to the credit of the corporation at such bank. The Treasurer shall be responsible for the collection of dues from the direct members, and annual dues from the treasurers of component societies, which collection of dues shall be initiated in December of each year, and for the dispersal of all funds for expenditures authorized by the Board. He or she shall regularly enter on the books of the corporation, to be kept by him or her for the purpose, full and accurate account of all moneys and obligations received and paid or incurred by him or her on account of the corporation, and shall exhibit such books at all reasonable times to any member of the Board. The Treasurer shall each year, preferably in October, and in any event not later than November 15, prepare an annual budget to be submitted and approved by the Board. He or she shall also make a report to the Board on the financial status of the corporation at least once a year.

6. Further Responsibilities of the Officers. The Officers shall have charge and exercise supervision of the affairs of the corporation. In general, the Officers shall perform all duties incident to those offices as described in these By?Laws and as may be assigned to them by the Board. The President shall, in addition to his or her corporate obligations, be responsible for:

1. setting the agenda for all meetings.
2. overseeing the work of all Standing Committees and Select Committees.
3. maintaining communication with other professional groups and governance agencies.
4. outlining policies and initiatives to be submitted to the Board, including proposals for new appointments to Standing Committee Chairs and Select Committee Chairs; and other administrative appointments.
5. preparing regular reports about CIPS activities to component societies and their membership.

7. Nominating Committee. The Nominating Committee shall be composed of one member from each component society. Committee members shall be appointed by the Chair of the Committee and shall serve for a two-year term. Committee members shall be neither current Board members, nor themselves running for the positions to be filled. If a member of the Nominating Committee desires to run for office, he or she must resign from the Nominating Committee. The Chair of the Committee shall be appointed by the President with the approval of the Board. The Committee shall determine by nominating ballot at least two nominees for each position, whenever possible. In addition, any member of CIPS receiving at least 25 nominating votes from the CIPS membership shall be included on the ballot. Additional procedures governing the actions of the Nominating Committee may be established by the Board.

8. Standing Committee Chairs. The Chairs or Co-Chairs of the Standing Committees shall be responsible for implementation of the policies, programs and goals of the Board through their respective Committees. They shall make regular reports to the Board. The Chair of each of these Standing Committees shall have the authority to select his or her Committee members. The Board may provide advice with respect to the selection of committee members.

9. Select Committee Chairs. The Chairs or Co-Chairs of the Select Committees shall be responsible for the implementation of their assigned committee tasks through their respective Committees. They shall make regular reports to the Board. The Chair of each of these Select Committees shall have the authority to select his or her Committee members. The Board may provide advice with respect to the selection of committee members.

10. Resignation, Vacancies, and Removal. . In case any office of the corporation becomes vacant by resignation, retirement, disqualification, or any other cause, the Board may elect an individual to fill such vacancy. The individual so elected shall hold office and serve until the next national membership election, or in the case of the Treasurer, until his or her term on the Board is completed.

The Board may remove an Officer from office by a two thirds (2/3) vote of the entire Board. Such vote may be taken by mail ballot, if all voting members are not in attendance at a meeting considering a vote to remove. Each member of the Board with a vote shall have a period of two weeks from the mailing of the ballots within which to vote. In the event a Director with a vote is unavailable during that two-week period, the group selecting that Director may appoint an alternative representative to vote in the Director's place. The decision of the Board is final.

11. Compensation. Officers, Board members, and other representatives of CIPS shall not receive any salary or compensation for their services, but may be reimbursed for reasonable and necessary expenses incurred on behalf of CIPS.

1. Dues. Component societies and direct members shall pay and remit to the Treasurer of CIPS annual dues in an amount to be decided by the Board each October, and collected during the following December. Each component society shall be responsible for the payment of dues in proportion to its total number of IPA members who pay their dues or are exempt from dues. Individuals who are members of more than one component society shall designate one society to be responsible for payment of dues on his or her behalf to CIPS. Direct members shall pay dues in an amount equal to the pro rata amount payable by a component society on behalf of component society members. Individuals who are honorary members of a component group are not required to pay dues, nor are they considered CIPS members. Any increase in the dues from a prior year must be approved by a two-thirds (2/3) vote of the Board, and the boards of all of the component societies. Study Groups admitted to CIPS are not responsible for dues, but assume responsibility for expenses incurred by their representation in CIPS.

2. Fiscal Year. The fiscal year of the corporation shall commence on January 1 of each year.

3. Ratification and Amendments. The adoption, alteration, amendment and repeal of the By-Laws of the corporation may be proposed either by the Board, or by fifty percent (50%) of the component societies.

1. Where a proposal for change originates with the Board, the change shall be effective if it has been approved by a two-thirds (2/3) vote of the Board, and is thereafter approved by two-thirds (2/3) of the component societies.
2. Where a proposal for change originates with the component societies, the change must be proposed by at least one-half (1/2) of the component societies, and shall be effective if it is thereafter approved by a two-thirds (2/3) vote of the Board, followed by the approval of two-thirds (2/3) of the component societies.

4. Prohibition Against Sharing in Corporate Earnings. No director, member, officer, employee, member of a committee, or person otherwise connected with the corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided that this shall not prevent the reimbursement of reasonable and necessary expenses incurred on behalf of CIPS; nor shall this prohibition prevent the payment of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the CIPS Board, and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All members of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the corporation, whether voluntary or involuntary, the assets of the corporation, remaining in the hands of the CIPS Board after all debts have been satisfied, shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the CIPS Board may determine, exclusively to organizations which qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations, as they now exist, or as they may hereafter be amended.

5. Exempt Activities. Notwithstanding any other provision of these By-Laws, no member of the CIPS Board, officer, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations, as they now exist, or as they may hereafter be amended, or by an organization, contributions to which are deductible, under Section 170(c)(2) of such Code and Regulations, as they now exist, or as they may hereafter be amended.

6. Indemnification. Every person who is, shall be, or shall have been a director, officer, employee of the corporation, and his or her personal representatives shall be indemnified by the corporation for all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of being or having been a director, officer, employee of the corporation, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his or her duty as such director, officer, or employee . Costs and expenses shall include, but without limiting the generality thereof, attorney's fees, damages, and reasonable amounts paid in settlement.