06-20-2024

MASSACHUSETTS ASSOCIATION FOR PSYCHOANALYTIC PSYCHOLOGY, INCORPORATED

ARTICLE I -- NAME AND PURPOSES

The name of this organization shall be the Massachusetts Association of Psychoanalytic Psychology, Incorporated (herein “the Association” or the “Corporation”).

The Purposes of the Association are:

A. To provide psychologists and other mental health professionals interested in psychoanalysis and psychoanalytic psychology a forum for scholarly and clinical exchange.

B. To provide professional education for psychoanalytic psychologists and other mental health professionals to foster, evaluate and improve their level of training and clinical skill through the development of both informal and formal educational and training activities, and other peer review activities.

C. To provide a forum for the discussion and constructive expression of professional concerns and issues of interest to psychoanalytically oriented psychologists and other mental health professionals.

In carrying out its purposes, the Association’s operations shall be governed by the code of Ethics of the American Psychological Association.

ARTICLE II – MEMBERSHIP

1. Classes of Membership and Requirements:

There shall be four categories of membership; namely, Sustaining Members, Members, Early Career Members, Associate Members and Student Members and they all shall be non-voting. Membership classification will be based on Association data and each Member is responsible to keep their membership in good standing and to notify the Association of any changes in their licensure status. The Association shall keep an updated list of all Members, and only the Members in those categories who are in good standing will be entitled to continue their membership.

The requirements for each class are as follows:

A. Sustaining Members

Sustaining membership is a full membership with all privileges in the Association open to all licensed or license-eligible professionals in mental health professions who pay a higher annual membership fee and may receive greater membership benefits.

B. Full Members

Full membership with all privileges in the Association is open to all licensed or license eligible professionals in mental health professions.

C. Early Career Members

Early career membership is a full membership category with all privileges in the Association open to licensed or license-eligible mental health professionals who are in their early career as defined by Board policy.

D. Associate Members

Non-licensed and non-license-eligible interested members of the community may qualify as associate members.

E. Student Members

Students who are currently enrolled in an accredited post-secondary institution may be admitted as student members.

2. Term and Termination of Membership and Reinstatement:

The term of each class of membership in the Association shall be determined by the Board of Directors from time to time. Tenure of membership shall be based on the calendar year, with all memberships renewing annually. Procedures for renewal of membership shall be as determined by the Board of Directors from time to time.

Members of any class may be removed from membership at any time by the Association as determined by the President for either (a) failure to retain any one or more of their respective membership requirements as indicated above or (b) failure to pay annual dues.

Reinstatement may occur when the President determines the deficiencies involved have been remediated.

A Member of any class may be removed from membership permanently or otherwise disciplined for conduct which is contrary to or destructive of the objectives of the Association or in violation of the APA Ethics Code, or who have been subjected to discipline by their licensing body. Allegations of injurious conduct shall be submitted, signed and in writing, to the Executive Committee, which shall have the power to conduct necessary investigations of the allegations, or appoint a committee to do so. Permanent suspension from membership or other disciplinary action may be taken by the Association only after an investigation and examination of the conduct in question by the Executive Committee or appointed ad hoc committee and a two-thirds vote of the full Executive Committee.

In carrying out any such investigation, review and imposing any disciplinary action, the Executive Committee, any appointed ad hoc or other committees shall be acting as peer review committees pursuant to Massachusetts General Law, Chapter 111, Section 204 and each such Committee, its members, all participants, and the proceedings, records, and reports of such, shall be entitled to the privileges and immunities of peer review committees under Massachusetts General Laws, Chapter 111, Sections 203 and 204 and Massachusetts General Law, Chapter 111, Section 85N.

3. Member Meetings.

An annual meeting of the Association shall be held each year at the place, date and time determined by the Board of Directors. At the annual meeting, the Directors’ election of at large Directors and Officers shall be announced, and the Members shall be presented with such other reports as the Board of Directors may decide. Additional meetings of the Members may be called by the President and/or by a majority of the Board of Directors.

The Board of Directors may authorize any annual, regular or special meeting of Members to be held in-person at a physical location, by means of remote communication or by a hybrid model with both a physical location and a means of remote communication. The Board may allow Members not physically present at the designated location of a Members’ meeting to participate by means of remote communication and be deemed, to the same extent as Members physically present at a designated location to be present.

Notices of Member meetings shall be conveyed to the Membership by the Secretary, or a designee, at least three (3) weeks before the date of the meeting and shall specify the principal business to be conducted. Notice shall be given to each Member by delivery of such notice by electronic mail, regular mail sent to each Member’s business or home address, or the typical method of communication used by the Association.

Members may participate in a meeting of the Members by means of a video and/or telephone conference or similar communications equipment which permits all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

4. Election of Directors and Officers.

The appointment and election of the Directors and Officers of the Association shall be made by the Directors and shall be conducted prior to the Annual Meeting. At least two (2) months preceding the date of the Annual Meeting, the Executive Committee, or a designee appointed by the President, shall solicit the Members of the Association for nominations for the Officers and any at-large Directors that are open and require an election. From yielded nominations of the membership, the Executive Committee shall develop a slate of nominees for each open Officer and at-large Director position. Newly elected Officers and at-large Directors shall be installed on January 1 following the election.

ARTICLE III – BOARD OF DIRECTORS

1. The Board of Directors (hereafter referred to as “the Board”) shall be composed of:

a. The Officers of this Association serving ex-officio; and,

b. Additional Directors-at-large, as elected by the Board.

The Board may determine the number of at-large Directors to be elected, and whether the at-large Directors, if any, will either be representational of a Membership or other class. The number of at large Directors may be increased or decreased by the Board of Directors.

The Directors at-large shall be elected along with the Officers by the Directors. The term of office for each Director at-large is 3 years with a maximum term limit of (3) consecutive three (3) year terms, provided that the Board may vote to waive this nine (9) year term limit if it determines that continued service of a Director is in the best interest of the Association.

The President shall serve as the Chair of the Board and in such capacity shall preside at all meetings of the Directors and perform such other duties and have such other powers as may be designated from time to time by the Board.

2. A Director, including any Officer, may be removed for cause by a two-thirds majority vote of the Board. In the event of the resignation or death of any Director or Officer (other than the President) before the end of the Director’s term, the President is empowered to appoint other Officers to replace those who cannot fulfill the remainder of their terms.

3. There shall be one standing committee, the Executive Committee, which shall be made up of the Officers, consisting of the President, the President-Elect, the Past President, the Secretary, and the Treasurer. The Executive Committee shall establish its own rules of procedure. The Executive Committee shall vet and recommend for final adoption by the Board of Directors all policies of the Association. The Executive Committee shall have the exclusive authority to establish and communicate any public positions that will be taken by the Association. Members of the Executive Committee may serve for as many as three (3) consecutive three (3) year terms on the Board, unless there are no other candidates for vacant offices after a call for nominations has occurred. The Association may have one or more ad hoc Committees as determined by the Board. Committee members shall be appointed by the President. Any member of the Association may serve on a committee or chair a committee.

4. The Board shall conduct, in conformity with these By-Laws, the affairs of the Association as indicated below:

a. The Board shall have the final authority, upon recommendation from the Executive Committee, to approve and adopt policies for the Association.

b. Beyond its legislative functions, the Board shall determine all dues, assessments, and fees related to all aspects of the functioning of the Association and any of its subdivisions, and it shall act as final arbiter and have right of review in all issues of membership status.

c. The Board shall have a fiduciary responsibility to the Association and the responsibility to set the budget to thus authorize the expenditure of money.

d. The Board shall have the power to fix the time and manner of holding the Annual Meeting of the Association and all regular and special meetings of the Board.

e. The Board shall have the power to contract for or hire and terminate any staff, subsequent to recommendations from the Executive Committee.

5. The Board of Directors shall meet in person or remotely no less than three (3) times during each calendar year at such time and place, or remotely, as the President shall determine. Regular meetings of the Board of Directors may be held in person or remotely, as the President may from time to time determine. Special meetings of the Board of Directors may be called, orally or in writing, by the President, or three (3) or more members of the Board of Directors, designating the time, date and place, or remotely, thereof. Notice shall be given to each Director by delivery of such notice in person, by telephone, electronic mail or other form of electronic communication sent to such Director’s business or home address at least twenty-four (24) hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice, executed by such Director before or after the meeting, is filed with the records of the meeting, or to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice.

Directors may not vote by proxy.

A simple majority of the Board shall constitute a quorum for the transaction of its business. Less than a quorum may adjourn any meeting from time-to-time and the meeting may be held as adjourned without further notice. At any meeting of the Board at which a quorum is present, a majority of the Directors participating in the meeting may take any action on behalf of the Board of Directors, unless a larger number is required by law, by the Articles of Organization or by these By-laws. Voting by a Director may be cast remotely or in person when Directors’ meetings are held remotely as long as any Director who is participating remotely does so by electronic means either via a video or audio connection.

Any action to be taken at any meeting of the Board of Directors may be taken without a meeting if all the members of the Board of Directors unanimously consent to any action in writing, including by electronic transmission, and the writing or writings are filed with the records of the meetings of the Board of Directors. Such consents shall be treated for all purposes as a vote at a meeting of the Board of Directors. Consents by electronic transmission shall not require a signature.

Members of the Board of Directors or any committee may participate in a meeting of the Board of Directors or of a committee by means of a video and/or telephone conference or similar communications equipment which permits all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitutes presence in person at a meeting.

ARTICLE IV – OFFICERS

The Officers of the Association shall include the President, the President-Elect, the Past President, the Secretary, and the Treasurer.

The President shall be elected for a three (3) year term. In the first year of the term, the elected individual will serve a President-Elect. In the second year, they will serve as President. In the third year, they will serve as Past-President. During their year as President, it shall be their function as the chief executive officer of the Association to chair meetings of the membership, the Board, and the Executive Committee, to appoint committee members and chairs, to implement such actions as may be decided upon by the members of the Association, the Board and the Executive Committee and to exercise supervision over the affairs of the Association.

The duties of the President-Elect shall be to serve in place of the President in the event of the President’s death, removal, resignation, or incapacity; to chair meetings in the absence of the President; to serve as a member of the Executive Committee; and to discharge those duties which may be assigned by the President, and/or the Board.

The Past-President shall serve as an advisor, shall chair meetings in the event that both the President and President-Elect are unavailable, and such other duties as may be assigned by the President and/or the Board.

The Secretary shall be elected for a three (3) year term with duties which shall include the recording and maintenance of the minutes of all business meetings of the Membership, the Board, and the Executive Committee; serving as a member of the Executive Committee; and such other duties as may be assigned by the President and/or the Board. The Secretary must be a Massachusetts resident unless the Association has a duly appointed resident agent.

The Treasurer shall be elected for a three (3) year term with duties which shall include responsibility for the fiscal affairs of the Association, the maintenance of all of its financial records, serving as a member of the Executive Committee, and such other duties as may be assigned by the President and/or the Board.

The Officers may be elected to serve for three (3) three (3) year consecutive terms, unless there are no other candidates for vacant offices after a call for nominations has occurred. Members who have served previously as President, the President-Elect, the Past President, may be elected to serve again in those capacities.

In addition to the officers required by these By-laws, the Board may appoint from time to time one or more additional officers and agents of the Corporation, who need not be members of the Board of Directors, and who shall have such titles, powers and duties as shall be prescribed by the Board of Directors.

Each officer shall, subject to these By-laws, and in addition to the duties and powers specifically set forth in these By-laws, have such duties and powers as are customarily incident to their office.

ARTICLE V -- REPRESENTATIVE LIAISONS

The President or their designee shall serve as the liaison to Division 39 of the American Psychological Association, to the Massachusetts Psychological Association, and other professional organizations. The President may designate more than one designee for liaising with different organizations.

ARTICLE VI – PERSONAL LIABILITY

The Directors and Officers of the Association shall not be personally liable for any debt, liability or obligation of the Association. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the Association may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgement or decree, or of any money that may otherwise become due or payable to them from the corporation.

ARTICLE VII – INDEMNIFICATION

Except as otherwise provided herein, the Corporation shall, to the extent legally permissible, indemnify each of its present and former Directors and Officers, and the heirs, executors, and administrators of any of the foregoing (collectively, "Covered Persons"), against all expenses and liabilities that such Covered Person has reasonably incurred in connection with, or arising out of, any action or threatened action, suit, or proceeding in which such person may be involved by reason of being or having been a Covered Person. Such expenses and liabilities shall include, but not be limited to, judgments, court costs, attorney's fees and the cost of reasonable settlements.

Notwithstanding the foregoing, no indemnification of an individual shall be made pursuant to this Article as to any matter settled or adjudicated in any manner unless and until, based on a review by the Directors of readily available information (but without the need for an investigation), a reasonable determination is made (i) by a vote of a disinterested majority of Directors then in office, or (ii) by a special indemnification committee of disinterested persons appointed by the Board, that the Covered Person appears to have acted in good faith and in the reasonable belief that such person's action was in, and not opposed to, the best interest of the Corporation.

Notwithstanding any other provisions of this Article, in no event shall the Corporation indemnify in relation to any matter as to which the person to be indemnified has been adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Corporation.

ARTICLE VIII – AMENDMENT OF THE BY-LAWS

Amendments to these by-Laws may be proposed either by the Board or by petition of at least ten (10%) percent of the Members of the Association. The By-laws may be officially amended by a two-thirds majority of the Board.

ARTICLE IX – TEMPORARY PROVISIONS

In the first year after the adoption of these 2024 Amended Bylaws, the Board of Directors shall have the authority to create Director-at-Large seats on the Board with lengths of terms other than three (3) years. The purpose of this exception is to create staggered terms.

The Past President at the time these amendments are adopted shall serve one (1) additional year as Past President to facilitate the transition to having a President, President-Elect, and Past President.

The terms of Directors elected in the first year after the adoption of these 2024 Amended Bylaws may be dated to have begun on January 1, 2024 or January 1, 2025, whichever the Board deems to be in the best interests of the Association.

The terms of the current Directors will continue without alteration, except for the Past President. However, the term limits under these 2024 Amended Bylaws shall apply as if the current term of the current Directors was their first term, regardless of how many terms they have served at the time of the adoption of these 2024 Amended Bylaws.

Versions  

Original: Adopted September 1, 1988

2024 Amended and Restated: Adopted [ , 2024]