BYLAWS OF THE
INTERNATIONAL SOCIETY FOR THE STUDY OF PERSONALITY DISORDERS, INC.
Amended as of October 15, 2015
Amended again on June 6, 2017
Amended again on February 3, 2020
Confirmed on November 3, 2023
Edits suggested by LAC on May 25, by Ueli Kramer & Christian Schmahl in September 28, 2023 and by Giles Newton, Brin Grenyer & LAC on October 3, 2023
ARTICLE 1
General Provisions
Section 1.1 Name.
The name of this corporation is International Society for the Study of Personality Disorders, Inc., a nonprofit corporation organized under the laws of the Commonwealth of Massachusetts, and shall herein be referred to as “the Society.”
Section 1.2 Offices.
The principal business office of the Society shall be at such location as the Board of Directors shall determine. If the principal office is not located in the Commonwealth of Massachusetts, the Board of Directors shall appoint a registered agent who shall be a resident of Massachusetts. The Society may also have offices at such other places as the Society may require.
Section 1.3 Fiscal Year.
The fiscal year of the Society shall begin on January 1 and end on the following December 31 of each year.
Section 1.4 Biennial Period.
The Society’s biennial period coincides with each President’s term of office, beginning on January 1 and continuing through December 31 of the following year.
Section 1.5 Organizational Structure.
The Society has an international scope with members from all over the world. It is an independent organization but acts as an international coalition, bringing together local and regional groups, including formally constituted regional organizations for mutual support and collaborative activities. The Society has both individual members (from areas of the world that have no formal regional organization) and coalition members (see Section 3.3). The mutual respect and cooperation with local and regional groups is built into the governance of ISSPD by having an Officer from each formally constituted regional organization (see Article 4) and a regional representative on the Board of Directors for other local and regional groups (see Section 3.2).
ARTICLE 2
Statement of Purposes
The Society is organized for clinical, scientific, educational, and charitable purposes. Such purposes include, but are not limited to, promoting international training, scholarship, collaboration and communication regarding the understanding, diagnosis and treatment of personality disorders. The goals of the Society include holding international Congresses, as well as other activities that advance the clinical and scientific aims of the Society. The Society may, as permitted by law, engage in any and all activities in furtherance of, related to, or incidental to these purposes that may lawfully be carried on by a corporation formed under Chapter 180 of the General Laws of Massachusetts and that are not inconsistent with the Society’s qualification as an organization described in Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code.
ARTICLE 3
Board of Directors
Section 3.1 Authority.
The Board of Directors, hereafter Board, shall exercise general supervision over the management of the business, affairs, and property, if any, of the Society, so as effectuate the purposes of the Society. It shall be the primary authority on matters of policy and procedure within the Society. It shall have the power to appoint or employ agents to assist the Officers and Board in fulfilling their duties, may fix the compensation of these agents, and may remove them from their positions. All committee chairpersons are immediately responsible to the Board. Periodically, the Board shall oversee an audit of the financial records maintained by the Treasurer. The major actions of the Board shall be reported to the membership at the Society’s professional congress.
Section 3.2 Composition and Election.
3.2.a. Composition. The Board shall be composed of the Officers of the Society (see Section 4), regional representatives, an early-career-researcher, a member-at-large, two persons with lived experience of personality disorder—one as a consumer of mental health services or who otherwise has personally experienced personality disorder and one as a family-member caregiver—and the President of the Student Group as a non-voting student representative who shall serve on the Board ex officio. The members with lived experience shall be considered voting members of the Society while serving on the Board.
If there is notable interest in forming a regional organization in a region that has none, the Board may appoint a voting member of the Society as a regional representative. Regional Vice Presidents and regional representatives may select a delegate to serve in their stead on the Board on a single or multiple occasions; however, only one Vice President or representative from a particular region may vote on any given issue.
All voting members of the Executive Board must be voting members of the Society.
The early-career-researcher must be less than 5 years post her/his terminal degree at the time of election.
3.2.b. Election. Officers shall be elected to their respective offices by the members of the Society, as set forth in section 4.2, and shall serve on the Board by virtue of holding their respective offices.
The member-at-large and the early-career-researcher shall be elected by the membership of the Society in the same manner and on the same ballot as that for the election of Officers, as set forth in section 4.2.
Section 3.3 Affiliation of Regional Organizations.
The Board shall be empowered to affiliate with regional organizations dedicated to the same or similar purposes as the Society, and to grant such regional organizations the right to participate in the Society’s governance by considering their full and voting members to be full and voting members of the Society and through appointing their respectively selected representatives to the Board as Regional Vice Presidents (see Section 3.2b). These affiliations are based on trust between the regional organizations and the Society to establish, build, and maintain solid collaborations and to promote each other’s programs and mission.
Regional organizations that affiliate with the Society remain (a) independent, autonomously working organizations with their own bylaws and governing structures; (b) separate, incorporated and existing entities in their home regions, with their own separate assets. Neither the regional organizations nor the Society may legally bind or be held legally accountable for each other’s actions. Neither the regional organizations nor the Society will speak on behalf of the other without explicit authorization in writing.
Section 3.4 Terms of Office.
Directors shall serve for two-year terms and may serve a maximum of two consecutive terms on the Board in any role, with the exception of the President who may serve up to three consecutive terms (i.e., as President-Elect, President, and Past President). Board members may serve additional, non-consecutive terms, pursuant to the same term limit.
The term of student representatives serving ex officio shall coincide with their term as President of the student group.
Section 3.5 Meetings.
The Board shall hold regular meetings and may select the time and place, including virtual, for their meetings. Other meetings of the Board may be called by the President or by a majority of the Directors then in office by delivering notice in writing either in hard copy or electronically, of the date, time, place, and purpose of such meeting to all Directors at least fourteen (14) days in advance of such meeting.
Members of the Board shall attend at least 75% of Board meetings (face-to-face or virtual) in any given year or they may be replaced. This will be monitored by the Secretary/Treasurer.
Section 3.6 Quorum and Voting.
A simple majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. At any meeting of the Board at which a quorum is present, a simple majority of those Directors present shall decide any matter, unless a different vote is specified by law or these bylaws.
Section 3.7 Meetings by Electronic Communications.
Directors may participate in any regular or special meeting of the Board by means of conference telephone or other communication equipment by which all persons participating in the meeting are able to hear each other at the same time. Such participation shall constitute presence in person at such meetings.
Section 3.8 Action Without a Meeting.
Any action required or permitted to be taken at any Board meeting may be taken without a meeting if consent in writing, including electronic, setting forth the action as taken, shall be provided by all Directors with respect to such subject matter. Such consent shall have the same force and effect as a vote of the Board and the Secretary/Treasurer shall file such writing with records of meetings of the Board.
Section 3.9 Committees.
The Board may create such standing and special committees as it determines to be in the best interest of the Society. The Board shall determine the duties, powers, and composition of such committees, except that the Board shall not delegate to such committees those powers that by law may not be delegated. Each such committee shall submit to the Board, for such meetings as the Board may designate, a report of the actions and recommendations of such committees for consideration and approval by the Board. Any committee may be terminated at any time by the Board.
Section 3.10 Conferences and Professional Meetings.
The Board shall authorize and oversee conferences, meetings, and other professional relationships and projects that are consistent with the purposes of the Society.
Section 3.11 Publications.
The Board shall authorize and oversee publications and relationships and projects with commercial publishers that are consistent with the purposes of the Society.
Section 3.12 Awards.
The Board shall authorize and oversee scientific, scholarly, service awards to individuals and organizatons that are consistent with the purposes of the Society. The Board shall elicit and consider recommendations from the Society’s membership, including affiliated Regional Organizations.
Section 3.13 Compensation.
Directors serve on the Board without compensation but shall not be precluded from serving the Society in any other capacity (e.g., as a lecturer) and receiving reasonable compensation. Reimbursement for expenses actually incurred by attendance at a Society meetings will not ordinarily be granted. In such cases as reimbursement of such expenses appears necessary and appropriate, it must be approved by the Board in each case.
Section 3.14 Resignation.
A Director may resign by delivering a written resignation in hard copy or electronically to the Society at its principal office or to the President or Secretary/Treasurer. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
Section 3.15 Removal.
A Director may be removed, with or without assignment of cause, by a vote of two-thirds of the entire Board at any meeting of the Board. No member of the Board shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose, and opportunity to be heard at such meeting is given to the Director whose removal is sought.
Section 3.16 Vacancies.
Any vacancy occurring in the Board shall be filled by the appointment of an individual selected by the Board. This appointment must be approved by a majority of the Board. A Director appointed to fill a vacancy shall serve until the next election.
ARTICLE 4
Officers
Section 4.1 Enumeration.
The Officers of the Society shall be the President, President-Elect, and Past President; Regional Vice Presidents and Coalition Vice President, and Secretary/Treasurer.
Section 4.2 Election and Term.
The Board shall be responsible for preparing a slate of no more than two candidates for the positions of President-Elect and Secretary/Treasurer to be presented to the General Assembly on the occasion of the Society’s professional congress when the election occurs. In selecting the slate of candidates, the Board shall solicit nominees from the Board and the general membership of the Society and shall ordinarily place on the ballot any individual receiving nominations from at least five members of the Society.
The term of office of the President, President-Elect, Past President, and Secretary/Treasurer shall each be two (2) years starting the 1st of January of the year following the election. The President-Elect and President, following the completion of their respective terms, shall assume the offices of President and Past President, respectively. Each Officer shall hold office until December 31 after a successor shall have been elected. Officers may serve a maximum of two consecutive terms. Officers may serve additional, non-consecutive terms, pursuant to the same term limit.
Regional Vice Presidents shall be elected, and terms of office on the Society’s Board be determined, by their respective regional organizations. However, the term of office may not exceed 2 years, with a maximum of two consecutive terms. A Regional Vice President shall ordinarily, but need not necessarily, be the President of one of the Society’s regional organization.
Regional Vice Presidents together and in consultation with regional representatives shall select a voting member of the Society to serve as Coalition Vice President with the approval of the Board, per a vote of the other Board members.
Section 4.3 Vacancies.
A vacancy in any office because of death, resignation, disqualification, or otherwise may be filled by the Board from among the members of the Society for the unexpired portion of the term.
Section 4.4 Removal.
Any Officer may be removed, with or without assignment of cause, by a vote of two-thirds of the entire Board at any meeting of the Board. No Officer shall be removed from office unless the notice of the meeting at which removal is to be considered states such purpose, and opportunity to be heard at such meeting is given to the Officer whose removal is sought.
Section 4.5 Duties of the President.
The President shall preside at all meetings of the Board. The President, or other proper Officer or agent of the Society authorized by the Board, may sign any contracts or other instruments that the Board has authorized to be executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
Section 4.6 Duties of the President-Elect.
The President-Elect shall perform such duties as assigned by the President or the Board. The President-Elect shall act for the President should that office be vacated or in the event of the absence or incapacity of the President. In so doing, the President-Elect does not vacate the office of President-Elect.
Section 4.7 Duties of the Past President.
The Past President shall perform such duties as assigned by the President or the Board, including serving as chair of the Nominating Committee.
Section 4.8 Duties of the Regional Vice Presidents.
Regional Vice Presidents oversee the affairs of their respective regional organizations, consistent with those organizations’ bylaws. They, or other proper Officers or agents of the Society authorized by the Board, shall preside at regional meetings of the Society. Regional Vice Presidents shall perform such other duties as may be prescribed by the Board from time to time.
Section 4.9 Duties of the Coalition Vice President.
The Coalition Vice President acts to ensure that (a) the respective interests and aims of the regional organizations and the Society are given balanced and mutual consideration and (b) their actions are noncompetitive with each other’s and are to the benefit of both the regional organizations and the Society.
Section 4.10 Secretary/Treasurer.
The Secretary/Treasurer or other proper Officer or agent of the Society authorized by the Board shall have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipt for moneys due and payable to the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks, trust companies, or other depositories as shall be selected by the Board; and in general perform all of the duties incident to the office of Treasurer and such others as may from time to time be assigned by the Board. Provisions shall be made by the Board for periodical reviews of the accounts of the Secretary/Treasurer by an accountant retained by the Board for that purpose.
The Secretary/Treasurer is responsible for maintaining a complete and up-to-date list of members of the Society; preparing and keeping minutes of the regular and special meetings of the Board, as well as records of any actions taken without a meeting; ensures that all notices are given in accordance with the provisions of these bylaws; is the custodian of the Society’s records; and in general performs all such duties incident to the office of Secretary and such others as may from time to time be assigned by the Board.
ARTICLE 5
Members
Section 5.1 Members.
Persons in psychology, medicine, or related fields, whose work and interests lie in the study, assessment, or treatment of personality disorders and related psychopathology may join the Society as voting members. The membership shall not be created under Massachusetts General Laws chapter 180 section 3; rather, members shall have the right to participate in the Society’s activities as determined by the Board and these bylaws.
Such persons may join the Society via one of two pathways. The first is through membership in one of the Society’s affiliated regional organizations (see Section 3.3). Members who join through this pathway are invited to provide sufficient identifying and contact information to the Society through their affiliated regional organizations so that the Society may maintain a current list of its members for such purposes as voting in elections. The second pathway is by joining the Society directly for individuals who are not members of a regional society. Joining the Society by this pathway is effected through a membership application and payment of Society dues, if any, for the current biennial period. The ISSPD Board will review the applications of those who seek membership in this way to ensure that their qualifications are appropriate and congruent with membership status as described earlier in this section of the Society’s bylaws.
Individuals who join the Society directly may maintain their membership by completing a renewal form and paying dues, if any, each biennial period. The dues, if any, of a person who joins the Society in the last quarter of a biennial period shall be considered to apply to the ensuing biennial period. A person who has not completed a renewal form and paid the biennial dues, if any, by the end of the first year of a biennial period will be considered to have resigned from the Society. To rejoin the Society after having allowed one’s membership to lapse requires paying the dues, if any, for the biennial period in which one rejoins the Society.
Section 5.2 Non-voting members.
Students in psychology, medicine, or related fields, consumers of mental health services for, or those with lived experience of, personality disorder, and those who care for a person with personality disorder may join the Society as non-voting members by completing a membership application. A renewal form must be completed in each biennial period to maintain membership in the Society. A person who has not completed a renewal form by the end of the first year of a biennial period will be considered to have resigned from the Society.
Section 5.3. General Assembly.
On the occasion of a professional meeting of the Society, a regular General Assembly shall be convened by the President. Additional General Assemblies may be convened by the President or by a petition of at least one third of the Society’s members.
An announcement of the date, time, and place, including virtual, of the meeting shall be sent to all members of the Society at least 4 weeks before the meeting, specifying the agenda, which shall be prepared by the President in consultation with the Board. The invitation qualifies as being received by a member if it was sent to the member’s last address—surface or virtual—known by the Secretary/Treasurer of the Society. Requests for amendments to the agenda must be submitted to the President at least 1 week before the meeting.
The General Assembly will be chaired by the President or, in case of his/her absence, by the Secretary/Treasurer or, in the absence of both, the President-Elect or other individual designated by the Board.
At the regular General Assembly, the Board shall provide reports of what has been done by the Board or other body on behalf of the Society since the last General Assembly. The Treasurer shall provide a report on the financial situation of the Society; members may request with good reason to review the finances of the Society.
The General Assembly performs the election for the positions of President-Elect, Secretary/Treasurer, Member-at-Large, and Early Career Representative. Candidates shall provide brief personal statements and be made known to the membership at least 4 weeks before the General Assembly meeting at the Society’s professional congress. This information shall be appended to the agenda, along with information regarding means for voting electronically. Voting may be performed by personal vote during the General Assembly or electronically, but not both. Electronic voting shall be open from when the agenda is sent until 2 weeks before the General Assembly at which time it will be closed. Voting by proxy at the General Assembly is not permitted.
Regional Vice Presidents and the Coalition Vice President shall be introduced at the General Assembly in years in which the Society’s professional congress is held. If there will be no overlap between the term of a Regional Vice President and when the Society’s professional congress is held, the Regional Vice President shall be introduced to the membership by an announcement sent by the Board.
Candidates who receive the majority of cast votes for each respective office or position on the Board shall be elected; abstentions from voting are not counted. In case of equality of votes, a random selection shall be performed by the President.
The General Assembly shall make decisions by a simple majority of votes of members present.
Section 5.4 Students Group.
The student group provides benefits and educational opportunities to students and trainees working in personality disorder-related fields. The student group reviews conference abstracts for Student Symposia and recruits students as non-voting members of the Society.
The president of the student’s group is an ex officio non-voting member of the Board. He/she is paid for round trip coach airfare expenses to attend the Society’s professional congress.
ARTICLE 6
Corporate Transactions
Section 6.1 Contracts.
The Board may authorize any Officer or Officers, agent or agents of the Society, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined by specific instances.
Section 6.2 Indebtedness.
All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Society, shall be signed by the Secretary/Treasurer.
Section 6.3 Deposits.
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, brokerages, or other depositories as the Board shall select.
Section 6.4 Contributions.
The Board or any authorized Officer or agent may accept on behalf of the Society any contribution, gift, bequest, or device for the general or special purpose relevant to the aims and goals of the Society.
ARTICLE 7
Books and Records
The Society shall keep correct and complete books and records of account, minutes of the proceedings of Board, and a register of the names and addresses of the Directors of the Society. All books and records of the Society may be inspected by any Director, or agent or attorney thereof, for any proper purpose at any reasonable time.
ARTICLE 8
Restrictions on Activities
No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions of these bylaws, no Director, Officer, employee, agent, or any other representative of the Society shall take any action or carry on any activity by or on behalf of the Society not permitted to be taken by an organization exempt under section 501(c)(3) of the Internal Revenue Code, as it now exists or may hereafter be amended, or any corresponding section of any future tax code.
ARTICLE 9
Dissolution
In the event of dissolution of the Society, the Board shall, after paying or making provisions for the payment of all of the liabilities of the Society to the extent assets of the Society permit, dispose of all the assets of the Society exclusively for the purposes of the Society, as the Board shall determine, in such manner as required by section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with the statutes of the Commonwealth of Massachusetts.
ARTICLE 10
Conflicts of Interest
Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Society to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE 11
Personal Liability
No Officer or Director of the Society shall be personally liable to the Society for monetary damages for or arising out of a breach of fiduciary duty as an Officer or Director, notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an Officer or Director to the extent that such liability is imposed by applicable law (i) for a breach of the Director’s duty of loyalty to the Society, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the Officer or Director derived an improper personal benefit.
ARTICLE 12
Indemnification
The Society shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, Director, or employee of the Society against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit, or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Society; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum who are not at that time parties to the proceeding.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
This Article constitutes a contract between the Society and the indemnified Officers, Directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, Director, or employee under this Article shall apply to such Officer, Director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
ARTICLE 13
Amendments to Bylaws
These bylaws may be amended or repealed by a two third vote of the Board and must be approved by the General Assembly either during the Society’s professional congress or electronically.
(End of Bylaws)