Property of the American Neuropsychiatric Association
Approved March 12, 2024
The American Neuropsychiatric Association
CONSTITUTION and BYLAWS
INTRODUCTION
ARTICLE I: OFFICES
ARTICLE II: MEMBERSHIP & MEETINGS
ARTICLE III: COMMITTEES
ARTICLE IV: OFFICERS
ARTICLE V: INDEMNIFICATION
ARTICLE VI: DISSOLUTION
ARTICLE VII: AMENDMENTS
The mission of the American Neuropsychiatric Association (ANPA) is to improve the lives of people with disorders at the interface of psychiatry and neurology. The vision of the ANPA is to transform recognition, understanding and treatment of neuropsychiatric disorders. The core values of the organization are to work together in a collegial and interdisciplinary fashion to (1) promote excellent, scientific and compassionate patient care; (2) advance knowledge of brain-behavior relations; and (3) provide a forum for life-long learning.
The income and property of the American Neuropsychiatric Association [hereafter referred to as “Association”] whenever derived shall be applied solely in promotion of the objectives of the Association and no portion thereof shall be paid, except for the reasonable and proper remuneration including repayment of out-of-pocket expenses, to any officer or member of the Association in return of any service actually rendered to the Association.
Article I Offices
Section 1. Principal Office.
The principal office for the transaction of the business of the Association shall be at such location as determined by the Council from time to time.
Section 2. Registered Office.
The Association, by resolution of its Council, may change the location of its registered office as designated in the Articles of Incorporation to any other place permitted by law. By like resolution the resident agent at such registered office may be changed to any other person or Association including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged and filed in accordance with the requirements of applicable law.
Article II Membership and Meetings
Section 1. Membership.
There shall be eight categories of membership.
a)Doctorate member. Doctorate Members are clinicians or researchers who have earned a doctoral level degree, such as MD, PhD, PsyD, or DO. Members are eligible to participate in all aspects of the Association and receive a subscription to the Journal of Neuropsychiatry and Clinical Neurosciences.
b) Member in training. Trainee Members are individuals in any level of advanced clinical training including fellowships, internships, and residencies. Trainee Members are eligible to participate in all aspects of the Association and receive a subscription to the Journal of Neuropsychiatry and Clinical Neurosciences.
c) Student member. This category is restricted to individuals enrolled in undergraduate, medical school, and / or graduate school programs. Student members are eligible to participate in all aspects of ANPA but do not vote on ANPA affairs.
d) Healthcare and Research Professional Partner. Any postgraduate clinical and/or research professionals whose work, experience, and interests are in the transdisciplinary field of neuropsychiatry and whose membership aligns best with this membership category.
e) Fellow member. An individual member of the Association, after a minimum of 7 consecutive years of membership and after attending three consecutive annual meetings of the Association, may apply for fellow status and seek approval first by the Membership Committee and subsequent to that, the Council. After consideration, fellowship status will be conferred upon those who have received majority approval by both the Membership Committee and the Council. Applicants are required, based on the opinion of the Membership Committee and Council, to have made exceptional contributions to the field of neuropsychiatry. These contributions can be in the form of research, publications, leadership, teaching or clinical work. In addition, nominees must also have made significant contributions to the Association through participation in committees, administrative activities or other activities that further the goals of the Association.
f) Corporate member. Associations or other entities may become members if their activities are consistent with the goals of the Association. Corporate members will be entitled to send their employees or representatives to the annual meeting, but neither the corporate members nor their employees or representatives are eligible to vote.
g) Emeritus member. A member may become emeritus after they have ceased their scientific or medical occupation for which they received remuneration (i.e., income based on professional services has ceased or is less than 10% of full-time occupational income). Upon approval by the Membership Committee and the Council, an emeritus member will receive discounted dues and will pay meeting registration fees at the trainee rate, but will be expected to pay other meeting costs.
h) Honorary member. The title of Honorary member shall be bestowed upon persons of any citizenship or scientific discipline who, upon selection of the Membership Committee and approval of the Council, the Association wishes to honor in recognition of career accomplishments or discoveries which advance the field of neuropsychiatry or neuroscience.
Section 2. Acceptance for Membership.
The Membership Committee will review and make recommendations to the Council in regard to applications for and other matters relating to membership. The determination of the Council shall be final in the consideration of eligibility for each category of membership. Membership shall cease upon (a) death; (b) written notice by a member, in which case membership shall cease on December 31 of the then current calendar year; (c) failure to pay the annual dues, in which case membership shall cease on December 31 of the following year, unless such failure has been cured prior thereto; or (d) expulsion in accordance with a resolution of, and a written notice by, the Council following the affirmative vote by a two-thirds majority of the members of the Council. Membership shall cease upon receipt of written notice from the Council.
Section 3. Voting Members.
Only doctorate, trainee, allied/other health professional, pre-graduate professional, and emeritus members who are current with their annual dues will have the right to vote. In order to fully participate in the governance of Association, members are responsible to keep the ANPA office notified of their current electronic and other mailing addresses.
Section 4. Annual Meetings.
The annual meetings of the Association shall be held on the date and at the location proposed by the Executive Committee with the approval of the Council. The Executive Committee, with the oversight of Council, and in conjunction with the Program Committee, and the Administrative Director will organize the annual meeting. All major contracts for the annual meeting, including stipulations and benefits related to these contracts, will be reviewed and approved by the Executive Committee with consultation with Council as needed. At the annual meeting the President-Elect shall assume the office of President, reports of the affairs of the Association shall be considered, and any other business may be transacted which is within the power of the members.
Written notice of each annual meeting shall be given to each member entitled to vote, addressed to such member at his/her electronic address appearing on the books of the Association.
Section 5. Special Meetings.
Special meetings of the members may be called at any time by the Council. Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.
Section 6. Voting.
The affirmative vote of a majority of the members present in person or by proxy at any meeting of the members shall be the act of the members, unless the vote of a greater number is required by statute, the Articles of Incorporation or these Bylaws. For purposes of Sections 7 and 8, all references to members shall mean members eligible to vote on Association business.
Section 7. Quorum.
The presence in person or by proxy of one-quarter of the membership shall constitute a quorum for any business requiring a vote by the membership.
Section 8. Proxies.
Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Administrative Director of the Association; provided that no such proxy shall be valid after the expiration of the maximum period of time permitted by law.
Section 9. Dues and Membership Fees.
Annual dues shall be determined by the Council after receiving recommendations from the Executive Committee in consultation with the Finance and Development Committee.
Section 10. Maintenance of Membership.
(a) Disciplinary Bodies
(1) Council. The Council shall hear and decide complaints pursuant to Article II Section 10.c, consistent with the procedures herein set forth.
(b) Grounds for Discipline
(1) The Council may discipline an individual from any class of membership for conduct in the course of their professional activities that violates the best interests or reputation of the Association and / or arises from or is related to Assocation business. The Standards and Ethics Committee will further investigate the matter to the extent that is possible using publicly available information and does not violate any person’s rights or privacy, and provide information and a recommendation to Council for their deliberation and decision (Article III section 8).
(2) If Council becomes aware that a member is disciplined, expelled, convicted or adjudged liable in a final decision or judgment of a university, medical school, funding entity, employer, local, state, federal or national professional or regulatory body, or a judicial or disciplinary body, the Council may thereafter (i) determine whether the conduct that is the subject of the final decision or judgment is a ground for discipline of a member because the conduct has been injurious to the good order, peace, reputation, dignity or best interests of ANPA Article II, section 10.c; (ii) treat the final decision or judgment as conclusive evidence of the underlying conduct; and (iii) refer the matter to the Standards and Ethics Committee for investigation and recommendation for Council to conduct a hearing provided that the sole issue to be determined at such hearing shall be the sanction.
(c) Disciplinary Procedures
The Council shall have the power to discipline an individual upon the recommendation of the Standards and Ethics Committee, and in accordance with the Bylaws and a two-thirds vote of the Council (Article II Section 10.c). The decision of the Council to expel or otherwise discipline an individual shall be final and effective.
Article III Committees
Section 1. Council.
There shall be a Council consisting of Officers of President, President-Elect, the Immediate Past President, Secretary, Treasurer, and six Councilors. The Administrative Director is an ex officio member of the Council without vote. The Editor of the official journal will also be an ex officio member of the Council without vote. Councilors shall be elected for three-year terms. All Officers and Councilors must be Fellows of the Association. In furtherance of said authority, the Council shall have the power to review and approve all contracts and to reincorporate the Association to and in any jurisdiction within the United States determined by the Council to be in the best interests of the Association.
(a) The Council shall approve or disapprove all recommendations of all business of the Association, fix all dues and assessments for the Association, and adopt from time to time rules and regulations for the election of all classes of membership. The Executive Committee with the advice of the Council will hire the Administrative Director and define the duties and responsibilities of that position. The Council shall create and direct all standing committees as is necessary to conduct the affairs of the Association, shall call all meetings of the Association that are not herein prescribed, shall make arrangements for the dates of the Annual Meetings, and shall transact all business not otherwise provided for that may pertain to ANPA. They shall review and obtain legal consultation about any legal issues of relevance to the Association. They shall also seek appropriate opportunities to inform the general public about activities or scientific advances of members or scientific presentations at meetings.
(b) The newly elected President-Elect designate shall join the Council after the results of the election of officers are known. The Executive Committee shall have the power of Council at such times as matters important to the Association must be decided between meetings of Council. In such cases, as defined by the President, the Executive Committee may take action to be later ratified by Council. A quorum for Executive Committee meetings shall be a majority, one of whom shall be the President.
(c) The Council shall have the power to discipline an individual upon the recommendation of the Standards and Ethics Committee, and in accordance with the Bylaws and a two-thirds vote of the Council (Article II Section 10.c). The decision of the Council to expel or otherwise discipline an individual shall be final and effective.
(d) The full Council will meet at least once during Annual Meeting and at such other times as the President directs. Council will review, modify if necessary, and approve, by majority vote, the actions and recommendations of the committees. The recommendations will subsequently be presented to the general membership for action as needed.
(e) Each Council member shall obtain from the Secretary a current compilation of corporate documents, including the ANPA Constitution and Bylaws, past minutes of annual and Council meetings for the last year, up-to-date financial status reports, and pertinent policies and procedures.
Section 2. Executive Committee.
The Executive Committee shall be composed of the officers - President, President-Elect, Immediate Past President, Secretary and Treasurer, and the ex officio Administrative Director. The Administrative Director is a nonvoting member of the Executive Committee. The Executive Committee shall be responsible for conducting the routine business of the Association . The President serves as the chair for all Executive Committee business. In the event of a tie in voting on any issue, the President’s vote will break the tie. The Executive Committee is responsible for the selection of the Gary J. Tucker Lifetime Achievement Award winner.
Section 3. Vacancies.
In the event that a Council or Executive Committee member is unable or unwilling to complete his or her term of office, the President shall appoint a successor who shall serve until the next annual meeting of the members. In the event the President cannot fulfill his or her term for any reason, the President-Elect will immediately become the President for the remainder of the current President’s term, as well as his/her own elected term.
Section 4. Place of Meeting.
Regular and special meetings of the Council shall be held at any place which has been designated from time to time by resolution of the Council or by written consent of all members of the Council.
Section 5. Regular Meetings.
The Council shall endeavor to meet at least two (2) times each year at such times as determined by the President. One of these meetings will be held during the Annual Meeting of the membership which may be held in conjunction with the Advisory Board meeting (Article III Section 8).
Section 6. Voting.
Every act or decision done or made by a majority of the members of the Council shall be regarded as the act of the Council, unless a greater number shall be required by law or by the Articles of Incorporation. In the case of a tie, the President’s vote will break the tie.
Section 7. Meetings by Telephone.
Members of the Council of the Association, or any committee designated by the Council, may participate in a meeting by means of conference telephone call or similar communications equipment, by means of which all persons participating in a meeting shall constitute presence in person at the meeting.
Section 8. Standing Committees.
(a) The Standing Committees of the Association are as follows:
Advisory Board
Awards Committee
Council
Early Career Committee
Education Committee
Executive Committee
Finance and Development Committee
Membership Committee
Nominations Committee
Online Experience Committee
Program Committee
Public Relations-Public Affairs Committee
Research Committee
Standards and Ethics Committee
(b) The chairs of each committee, except where already designated in these ByLaws, shall be appointed by the President for a three-year term, which may be extended with the approval of Council for additional three-year terms. The members of standing committees shall be appointed by the chairs with the oversight of Council. The meetings of the committees shall be determined by the chairs. Each standing committee other than Council, the Advisory Board and the Nominations and Executive Committees, should have a vice chair who assists the chair in conducting the business of the committee and can stand in for the chair as requested during absences.
(c) The Advisory Board shall be a committee which meets during the annual meeting and at other times determined by the President for the purpose of providing suggestions and advice to the Council. It shall be composed of all of the members of Council, chairs of all standing and ad hoc committees, all Past Presidents of the organization, and anyone selected by the President.
(d) The Award Committee will review all entries and applications for the Association's Career Development Award and will select a winner.
(e) The Education Committee shall be responsible for organizing continuing education conferences, writing exams and any other educational activities that do not fall under the scope of the Program Committee.
(f) The Finance and Development Committee shall be responsible for reviewing the financial statements of the organization. They shall also work with the Executive Committee to recommend to the Council changes in methods of support for the organization including fund-raising, dues, registration fees, etc. The Committee shall also make recommendations to the Council regarding investment of organizational funds to enhance the mission of ANPA.
(g) The Early Career Committee serves to represent the needs of members in training and early career members. Some of this committee’s work includes planning networking opportunities and managing a mentorship program for ANPA awardees. The committee will also act in conjunction with the Membership Committee to select the winner of the Clinical Neuroscience Trainee.
(h) The Membership Committee shall establish criteria for maintaining membership in good standing, regularly evaluate member value and retention issues, and oversee the Special Interest Groups. This committee shall review applications for individual membership, member-in-training, student membership, corporate membership, emeritus membership and honorary membership categories. The Membership Committee will include ANPA Fellows, and will receive and approve applications for Fellowship status in the Association. Their recommendations will be sent to the Council for final approval. In addition, the committee will select the annual Clinical Neuroscience Trainee Award in conjunction with the Early Career Committee.
(i) The Nominations Committee shall be composed of all members of the Executive Committee where the Immediate Past President shall serve as chair and one Council member selected by the chair. The Nominations Committee shall determine the candidates for President-Elect and Council. The Nominating Committee will notify all voting members of its selections for President-Elect and Councilor candidates after soliciting additional nominations from voting members of the Association. A voting member may also submit his/her own name to the Nominating Committee. Additional nominations must be received by the Nominations Committee not later than one (1) month following the date of the initial notice. The secretariat will send out electronic or mail ballots to all voting members. All ballots must be received by the Administrative Director within six (6) weeks after electronic or postal mailing in order to be counted. The candidates with the greatest number of votes shall be declared winners.
(j) The Online Experience Committee shall be responsible for the organization and content of the website, social media representing the Association, and all other aspects of the online presence of the organization in conjunction with the Executive Committee. The goals of the Online Experience Committee are to (1) engage current members, (2) recruit new members, (3) improve public recognition of the Association, and (4) expand the Association's educational initiatives.
(k) The Program Committee, in conjunction with the Executive Committee and with the advice of Council, shall be responsible for the planning and organization of the annual meeting. The Program Committee also selects the Young Investigator Award winners.
(l) The Public Relations-Public Affairs Committee shall promote awareness of neuropsychiatry and review policies and issues which may impact the field and practice of neuropsychiatry or the public perception of ANPA.
(m) The Research Committee shall be responsible for organizing a research program within the organization. This shall include review articles, research grant applications, education about conducting research, and presentation at the annual meetings.
(n) The Standards and Ethics Committee shall perform the functions delegated to it in these Bylaws. It may review and recommend to Council organizational standards and practices related to the maintenance of high standards of ethical conduct and professionalism. It shall also examine complaints filed by members or the Council that allege grounds for discipline against members. No member of the Standards and Ethics Committee shall participate as a Council member in the deliberations about a disciplinary matter brought before the Council if such member participated in the examination of the matter.
Section 9. Ad Hoc Committees.
The President is empowered to establish (and abolish) ad hoc committees to assist in the conduct of the affairs of the Association.
Article IV Officers
Section 1. The Officers of the Association shall be:
President
President-Elect
Immediate Past-President
Treasurer
Secretary
A President-Elect shall be elected every other year at the annual meeting or by ballot and cannot serve successive terms as President-Elect. Once elected, said individual shall serve a total of six years in the following capacities: President-Elect for two years, President for two years, and Immediate Past President for two years. The President, President-Elect, and Immediate Past President, with the approval of Council, will appoint the Treasurer and Secretary for a two (2) year term each which may be renewed.
Section 2. President.
The President will serve as the chief executive of the Association and act to maintain the good standing of the Association for its members, patients, and the public. The President will ensure strategic implementation of the mission, vision and goals of the Association and will also perform other duties consistent with the goals of the Association that may be assigned from time to time by the Council. The President will chair meetings of the Council, Executive Committee, and other meetings of the organization as well as preside at the Annual meeting. The President will appoint committee chairs of all standing committees as stipulated in Article III Section 8b. The President may appoint task forces and ad hoc committees for specific and temporary activities in furtherance of the Association’s business. The President may invite committee chairs and the organizers of scientific meetings to attend meetings of the Council when he/she deems appropriate. The President will be the spokesperson for the Association to the membership and public.
Section 3. President-Elect.
The President-Elect will work closely with the President to enable the key goals for the current Presidential term consistent with the mission and vision of the Association. The President-Elect will act for the President when the latter is disabled, not available, or specifically requested to do so by the President. In addition, the President-Elect will automatically become President at the annual meeting when the term of the current President is completed following delivery by the outgoing President of his or her report to the membership. The President-Elect ensures that Robert’s rules of order are followed during major meetings. The President-Elect is responsible for keeping the Association’s Bylaws up-to-date. Members may suggest changes or the Council may request consideration of changes and forward to the President-Elect. The recommendations will be reviewed by the Council and if they concur will be presented to the membership as outlined in Article VII Amendments for membership voting.
Section 3a. Immediate Past President.
The Immediate Past President will work closely with the President and serves as Chair of the Nominating Committee. The Immediate Past President also may be assigned specific duties to support the mission and vision of the Association including continuation of projects initiated during his/her term as President. The Immediate Past President shall act in the role of President when neither the President nor President-Elect is available and there is urgent business of the Association that requires Presidential level leadership.
Section 4. Treasurer.
The Treasurer will be responsible for handling the monies of the Association, including making deposits into appropriate bank accounts and making payments on behalf of the Association. The Treasurer will issue a written financial report annually, indicating the income, expenses, and balances of the Association. In addition, the Treasurer will assist the Administrative Director in the performance of the Administrative Director’s financial responsibilities. The Treasurer is accountable to the Executive Committee for overseeing the day to day financial matters of the Association. The Treasurer will make regular financial reports to the Council for review. The Treasurer works closely with the Finance and Development Committee for furtherance of the financial goals of the Association.
Oversight of the work of the Treasurer, Treasurer-Elect, and, if assigned, the Treasurer’s designee, is provided by the Executive Committee and Council. The means, mechanisms, and frequency of such oversight shall be described in written policy and procedure approved by Council.
The Treasurer is empowered to sign checks to conduct the business of ANPA and to manage ANPA’s financial affairs. In the event that the Treasurer is unable or unwilling to carry out these duties, the Treasurer-Elect shall be empowered to do so by the President, President Elect, and Immediate Past President.
When deemed necessary and appropriate by the Executive Committee, and, with the written approval of the Executive Committee, the Treasurer’s designee may be empowered to sign checks to conduct the business of ANPA and to manage ANPA’s financial affairs.
Section 5. Secretary.
The Secretary will maintain an accurate list of the membership together with their addresses and other appropriate information. The Secretary takes and files minutes for meetings of the Executive Committee, Council, annual business, and other major meetings as assigned by the President.
The Secretary shall notify the membership of the time, place, and agenda of the Annual and other meetings of ANPA at least sixty (60) days prior to such meetings. The Secretary shall supply the Editor of the newsletter with such notices, news, and business of ANPA as are to be published. He or she will receive interim and annual reports of all committees and maintain these in permanent file. The Secretary shall notify candidates of election to membership and of changes in membership status. The Secretary shall consult and cooperate with the Officers, Councilors, committees, and membership as appropriate.
The duties of the Secretary will be performed by / shared with the Administrative Director as deemed appropriate by the EC and Council.
Section 6. Councilors.
Councilors work in conjunction with the Executive Committee to conduct the business of the Association as described in Article III section 1. Six Councilors each serve 3-year staggered terms, with 2 Councilors being elected annually by the membership who cast ballots. Newly elected Councilors attend the Advisory Committee Meeting at the Association's annual meeting, and begin their terms at the end of the Advisory Committee Meeting. Outgoing Councilors complete their terms at the end of the Advisory Committee Meeting. In this way, the Association functions at all times with 6 active Councilors. A slate of candidates will be selected by the Nominating Committee after polling the membership (Article III section 8). A Councilor may not serve more than two consecutive terms. In the event that a Councilor position is vacated prematurely, a new Councilor can be appointed by the President to complete that term and this appointed term will not count toward the elected term limits for that individual.
Section 7. Administrative Director.
The post will be a 2-year contractual position occupied by an individual or organization appointed by the Executive Committee with the oversight of Council. The Administrative Director maintains a position independent from that of the elected officers. The Administrative Director’s function will be as set forth in their contract and/or job description as directed by the President.
The Administrative Director’s service to the Association shall be governed by the terms of a written contract between the Administrative Director and the Association.
Article V Indemnification
The Association shall indemnify to the full extent authorized or permitted by law, as now in effect or as hereafter amended, any person made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative, including an action by or in the right of the Association) by reason of the fact that he is or was a member, officer, councilor, employee, or agent of the Association or serves any other enterprise as such as the request of the Association.
The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from this Article V. The foregoing right of indemnification shall continue as to a person who has ceased to be a member, officer, councilor, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
Article VI Dissolution
The Association may be dissolved upon the vote of a majority of the voting members present in person or by proxy at the annual meeting at which a quorum is present, whether by attendance in person or by proxy. Upon the dissolution of the Association, the Executive Committee with the oversight of Council will, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the governing board shall determine. The dissolution of the Association in connection with the reincorporation of the Association in a different State shall not trigger the provisions of this Section.
Amendments to the ANPA Bylaws may be developed de novo by the Bylaws Committee or by any voting member of the Association. Amendments to the ANPA Bylaws also may transform temporary, necessary, and appropriate written policies and procedures enacted by the Executive Committee and Council to address a specific business or operational need of the Association.
Amendments to the Bylaws and/or Articles of Incorporation may be proposed by the Bylaws Committee, or by any voting member; if the latter, then the proposed amendment is submitted in writing, co-signed by ten (10) additional voting members, and to the Administrative Director. The Administrative Director will present all amendments to the Bylaws Committee for consideration at their next meeting.
If the Bylaws Committee approves the proposed amendment, the Council will review the proposed amendment; if Council approves the proposed amendment, the Bylaws Committee will circulate the amendment to all voting members for vote in person or by proxy at the annual meeting of the Association or, when deemed necessary and appropriate by Council, at a special meeting of the Association (as provided for by Article II, Section 5 of these bylaws). An affirmative vote by a majority of the voting-eligible members participating in the annual or special meeting, whether by attendance in person or by proxy, at the time at which proposed amendments are presented for a vote shall be required for the amendment to be adopted.
