AMENDED AND RESTATED BYLAWS
(December, 2009)
OF
THE NEW ORLEANS–BIRMINGHAM PSYCHOANALYTIC CENTER
ARTICLE I
STRUCTURE AND PURPOSES
Section 1. Structure. The New Orleans-Birmingham Psychoanalytic Center (hereinafter referred to as the “Center”) is a non profit corporation organized under the laws of the State of Louisiana, which has Members within the meaning of the Non-Profit Corporation Law. The Articles of Incorporation, as amended from time to time were filed with the office of the Secretary of State of Louisiana on October 23, 1952. Amended and Restated Articles of Incorporation were filed with the Louisiana Secretary of State on June 27, 2005 and an Amendment of the Articles of Incorporation was filed with the Louisiana Secretary of State on January 16, 2007.
Section 2. Purposes. The Center is a free standing, non-profit educational and service organization dedicated to the furtherance of psychoanalytic understanding. The mission of the Center is to develop a community of analysts, analytically informed clinicians, scholars, artists and lay people who share an interest in psychoanalysis and the application of a psychoanalytic point of view to the human condition. Further, our intention is to do this within an organization and structure that fosters maximum participation, cooperation, creative involvement and mutual respect among members of differentiated competencies and backgrounds who share these values, interests and commitments. The Center offers training in the practice and application of psychoanalysis and psychoanalytically-oriented psychotherapy as well as community outreach, continuing education, research, and other activities to deepen the understanding of psychoanalysis, to enrich the human experience and advance the application of psychoanalysis for greater human good.
The Center is organized and operated solely for educational and scientific purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, and not for pecuniary gain, and no pecuniary gain shall inure to the benefit of any Director or Member of the Center, and the earnings, if any, of the Center shall be used exclusively for the purposes for which the Center is formed, as hereinabove described.
ARTICLE II
OFFICES
Section 1. Offices. The principal office of the Center is located at 3624 Coliseum Street, New Orleans, Louisiana. The Center may have such other offices, either within or without the State of Louisiana as the Board of Directors (hereinafter referred to as the “Board”) may determine or as the affairs of the Center may require from time to time.
ARTICLE III
MEMBERSHIP
Section 1. Classes of Members. The Center is organized without shares on a non-stock basis. There shall be one class of Members. These Members shall have the specified rights, powers, and privileges granted under these By-Laws.
Section 2. Election to Membership. Any person with a bona-fide interest in psychoanalysis may apply for membership in the Center. Applicants and Members who are mental-health professionals must be and remain in good standing with their professional licensing bodies and boards. The Board, from time to time, in its sole discretion, may determine additional qualifications to become or remain a Member. Applicants approved by the Board may be elected Members by a vote of two-thirds (2/3) of the Board at any duly called meeting of the Board. Current Membership is renewed annually by a vote of two-thirds (2/3) of the Board at the meeting of the Board held in conjunction with the annual meeting of the Members.
Section 3. Voting Rights. Each Member shall be entitled to vote on each matter submitted to a vote of the Membership and as delineated in these bylaws. Members on an administrative leave of absence shall not be entitled to vote.
Section 4. Powers. The Membership shall delegate the management of the affairs of the Center to the Board except for the following powers which shall reside with the Members alone: (a) election of the Board of Directors by the majority vote of the membership at the annual meeting from a slate of candidates put forward by the Nominating Committee as well as candidates nominated from the floor; (b) removal of elected Board Members by a vote of two-thirds (2/3) of the returned ballots of the Members by a mail ballot. The mail ballot shall be initiated by a two-thirds (2/3) vote of the Members present at a duly called meeting, provided that at least fourteen (14) days notice has been given to the member(s) of the Board to be removed; (c) election of the Nominating Committee members as provided in Article VIII.
Section 5. Termination of Membership. When qualifications for Membership no longer exist, an individual’s membership in the corporation may be terminated (1) by failure to renew a Member’s membership as provided in Section 2 above, (2) by vote of two-thirds (2/3) of the Board present at any duly called meeting of the Board provided that at least ten (10) days’ notice has been given to the Member to be removed, or (3) by resignation, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments, or other charges theretofore accrued and unpaid, nor shall such resignation act to circumvent any ethics proceedings involving the resigning member. Nothing in this Section shall compel the termination of membership of a Member who has retired in good standing from professional practice and has allowed a professional license to expire.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1. Time and Place of Meetings. There shall be three (3) regular meetings per year of the Members of the Center; one to be held at the beginning of each academic year, one in the middle, and one at the end of the academic year, the latter to be designated the Annual Meeting. These meetings shall be held at such time and place as the President of the Center shall determine. There may also be such special meetings of the Members as may be called by the President at such times and places as he/she may determine.
Section 2. Quorum. At each regular or special meeting, one-third (1/3) of the total Membership, present and in person or by proxy, shall constitute a quorum.
Section 3. Voting Privileges. At all meetings each Member shall have one (1) vote.
Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour, and agenda of any meeting of the Membership shall be delivered either personally, or to the mailboxes of, or by facsimile transmission, or by mail, or by electronic transmission if permitted by law, to each Member entitled to attend such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, properly addressed to the member at his/her address as it appears on the records of the Center, with postage thereon prepaid. If transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Section 5. Proxies. There will be use of proxies.
Section 6. Order of Business. Except when otherwise determined by the President, the following shall be the order of business at all meetings of the Members:
a. Reading of the minutes
b. Report by the President, the Secretary, the Treasurer, and the Board
c. Report of Committees
d. Election of Directors (at Annual Meeting only)
e. Unfinished business
f. New business
g. Adjournment
ARTICLE V
OFFICERS OF THE CENTER
These Officers include the President, Vice-President, Secretary, Treasurer, and such other Officers as may be elected by the Board. The Board may elect or appoint such other Officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, and such Officers to have the authority and perform the duties prescribed, from time to time, by the Board. Each officer shall also serve on the Board as provided in Article VI.
The Officers of the Center shall be elected from and by the Board of the Center at the Organizational Meeting (as defined in Article VI, Section 5) and shall serve until the election and qualification of their successors in office. Under normal circumstances, one individual should not occupy more than one office simultaneously.
Section 1. Terms of Office. The Officers of the Center shall be elected for an initial term of two (2) years with the privilege of re-election to each office for one additional 2-year term. All those elected to office as specified in these bylaws shall assume their offices at the close of the meeting at which they are elected.
Section 2. Duties of Officers.
a. President: The President shall preside at all meetings of the Center and the Board of Directors of this corporation. He/she shall be ex-officio a member of all committees except the Nominating Committee, Ethics Committee, Clinician Assistance Committee, Psychoanalytic Education Committee and its subcommittees. He/she shall perform all other acts which a President of a corporation of this character usually has.
b. Vice-President: The Vice-President shall perform the duties and have the powers of the President in case of absence, death, disability, or resignation of the President, until a successor is chosen in accordance with these bylaws. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board. He/she shall be required to make timely and regular reports to the Board.
c. Secretary: The Secretary shall keep the minutes of the Board. He/she shall give, or cause to be given, notice of all meetings of the Members and of the Board, as required by law or these bylaws, and all other notices required by law or these bylaws. He/she shall keep or cause to be kept under his/her supervision a Membership register giving the names of all Members of the corporation in alphabetical order. The Secretary shall certify all official acts of the corporation requiring certification. In the event a corporate seal is adopted the Secretary shall attest and affix the corporate seal to all letters or documents upon which a corporate seal is necessary or desired. He/she shall perform all other duties and shall have all other powers usually incident to the office of a Secretary of a corporation of this character, or prescribed by law, or such as may be assigned to him by the Board. The Secretary shall also serve as Chair of the Information Committee.
d. Treasurer: The Treasurer shall have the custody of all funds, securities, evidences of indebtedness, and other valuable documents of this corporation in such bank or banks as may be designated by the Board. Subject to the authorization and approval of the Board, the Treasurer shall make all disbursements for this corporation, and shall keep, or cause to be kept, and enter, or cause to be entered, in appropriate books of account of the corporation to be kept for that purpose, a full and accurate account of all monies received and paid for the account of the corporation. He/she shall render an annual report of the receipts and disbursements of the corporation at each annual meeting of the Members thereof, and from time to time to the Board as and when requested to do so by the Board.
The Treasurer shall perform all other duties and have all other power, usually incident to the office of a Treasurer of a corporation of this character, or prescribed by law, or assigned to him by the Board. The Treasurer shall also serve as Chair of the Finance Committee and President of the Foundation, a subsidiary corporation of the Center.
Section 3. Removal. Any Officer elected by the Board may be removed by a vote of two-thirds (2/3) of the Board present at any duly called meeting whenever, in its judgment, the best interests of the Center would be served thereby provided that at least fourteen (14) days’ notice has been given to the Officer to be removed. Such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
Section 4. Vacancies. A vacancy in the office of the President because of death, resignation, removal, disqualification, or otherwise shall be filled by the Vice-President until a new President is elected by the Board at a meeting called for that purpose. If there is a vacancy in the office of the Vice-President for any reason, a new Vice-President shall be elected by the Board at a special meeting called for that purpose. If a vacancy occurs in any other office because of death, resignation, removal, disqualification, or otherwise, the Board may appoint a person to the vacant office for the unexpired portion of the term. The period spent in finishing any unexpired term shall not apply to the incumbent’s eligibility to be elected to a full term to that office.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Membership. The Board of Directors of the Center is comprised of the President, Vice-President, Secretary, Treasurer, Immediate Past President, the chairs of Psychoanalytic Education, Outreach and Continuing Education, and at least two Members at Large. The Members at Large shall be nominated by the Nominating Committee and serve two year terms. One of the Members at Large will be appointed by the Board to chair the Membership Committee. The number of Members at Large shall increase as a reflection of the growth in membership of the Center at the discretion of the Board.
Section 2. General Powers. The property, business, and affairs of the Center are managed by the Board and, subject to the restrictions imposed by law, the Articles of Incorporation and these bylaws, the Board shall exercise all of the powers of the Center.
The Board of Directors may, according to its discretion, delegate to the standing committees the power to make administrative and educational decisions according to its stated policies. These policies shall be set forth and established through the usual manner of acting as defined in Article VI, Section 16 and shall be recorded in the minutes of the Board. These policies shall be discussed and ratified by a majority vote of the Members present at any duly called meeting of the Members. They shall be further maintained and distributed to the Members in the form of a manual certified by the Secretary and titled “Policies of the Board.” If there is a question of interpretation of a policy, that question shall be referred to the Board.
The Board of Directors shall be responsible for certifying the quality of professionals who are Members, faculty, trainees, employees, or independent contractors of the Center. The evaluation should be focused on quality assurance and may include, but shall not be limited to, the qualifications and competence of the professionals and any incidents involving the professionals. When evaluating the qualifications and competence of the professionals rendering services on behalf of the Center, the Board may consider reports made to the Board by another medical or professional peer review committee. All communications and proceedings of the Board are privileged and confidential peer review information. Reports and communications received from another medical or professional peer review committee, any reports made to another peer review committee, and all proceedings and communications to and from the Board of Directors are privileged and confidential.
Other standing or ad hoc committees of the Center also are charged with the evaluation of the professional qualifications and professional quality of services of trainees, members, faculty or employees, including, but not limited to, the Psychoanalytic Education Committee, Selection Committee, Student Progress Committee, Child Analysis Committee, Curriculum Committee, Ethics Committee, Faculty Committee, and Clinician Assistance Committee. In addition, these committees may consider confidential physician/patient or psychotherapist/patient communications as part of their review. Patient information is protected. The proceedings, communications, reports, and discussions of all such committees are privileged and confidential according to the patient confidentiality and the peer review privilege laws.
Section 3. Committees. The standing committees established by the Board of Directors are: Psychoanalytic Education; Outreach and Continuing Education; Ethics; Clinician Assistance; Nominating; Membership; Finance; Information; Selection; Curriculum; Student Progress; Faculty; and Child Analysis. The Board of Directors may compose a new standing committee at any time as they deem necessary. The New Orleans-Birmingham Psychoanalytic Foundation is incorporated separately as a subsidiary of the Center.
The chairs of the Psychoanalytic Education, and Outreach and Continuing Education committees serve on the Board of Directors. The chairs of the Psychoanalytic Education, Outreach and Continuing Education, and the members of the Faculty, Ethics, Clinician Assistance, and Nominating committees are elected by the members. The chair of the Psychoanalytic Education committee must be a Training Analyst, and the chairs of the Selection, Curriculum, Faculty, Student Progress, and Child Analysis Committees must be analysts. The chair of the Information committee is the Secretary; the chair of the Finance committee is the Treasurer, who also serves as President of the Foundation.
Any committee of the Center, whether standing or ad hoc, charged with the evaluation of the professional qualifications and professional quality of services of trainees, members, faculty, or employees, will protect patient information, and the proceedings, communications, reports, and discussions of all committees concerned with confidential physician/patient or psychotherapist/patient communications are privileged and confidential according to the patient confidentiality and the peer review privilege laws.
Standing committee chairs may be added to serve on the Board of Directors by a vote of two-thirds (2/3) of the Members. The number of the directors serving on the Board shall never be less than four (4), and any decrease in number of directors, as decided by amendment to these bylaws in accordance with the provisions of Article XI, shall not have the effect of shortening the term of any incumbent director.
Section 4. Appointment and Term.
a) The Board of Directors of the Center shall be elected by the membership and shall serve a term of two (2) years.
b) Standing committee chairs who are not elected serve on the Board as delineated in Section 2 of this article shall be appointed by the Board and shall serve a term of two (2) years.
c) Each person serving as a director of the Board shall hold office until the earlier of the following occurs:
1) the expiration of the term for which he/she is appointed and until his/her successor has been appointed and qualified, or
2) his/her death, resignation, or removal as hereinafter provided.
Section 5. Regular Meetings. Each newly elected Board of Directors shall, if a quorum is present, hold its first meeting (hereinafter designated the “Organizational Meeting”) for the purpose of organization and the transaction of business, immediately following the end of the Annual Meeting of Members. If a quorum of the newly elected Board is not present immediately following the Annual Meeting of Members, the Organizational Meeting of the newly elected Board shall be held at a time and place fixed by the Directors then present, upon due written notice to all of the Directors. However, in no case shall the Organizational Meeting of the Board be fixed at a time more than one month subsequent to the Annual Meeting of the Members.
At its election, the Board shall consider and act upon the recommendations of the Faculty Committee. At the time of its election, the Board shall meet within two weeks of the annual meeting of the members to select and appoint the committee chairpersons and members in its purview.
The Board may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution, except that the schedule of those meetings shall be distributed to the mailboxes of all members at the beginning of the academic year or within seven (7) days after the resolution has carried to hold such a meeting. An agenda for each meeting of the Board shall be distributed to the members prior to the meeting. Meetings shall be open to all members.
The Board shall hold its meetings at such times and places within the states of Louisiana and Alabama as it may from time to time determine, except as hereinafter provided. However, the Board shall hold at least one meeting per year, customarily following the Annual Meeting of the Members of the Center.
Section 6. Order of Business. Meetings will be conducted according to Robert’s Rules of Order or one of its recent revisions. Except when otherwise determined by the President, the following shall be the order of business at all meetings of the Board:
a. Reading of the Minutes
b. Report of the Secretary
c. Report of the Treasurer
d. Report of the committees
e. Election of Officers (following the Annual Meeting only)
f. Unfinished Business
g. New Business
h. Adjournment
Section 7. Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) directors. The person or persons authorized to call special meetings of the Board may fix any place in the metropolitan area as the place for holding any special meeting of the Board called by them.
Section 8. Notice. Notice of any special meeting of the Board shall be given at least seven (7) days prior thereto by written notice delivered either personally, or to the mailboxes of, or by facsimile transmission mail, or by electronic transmission if permitted by law to each of the members. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail, properly addressed to the director at his/her address as it appears on the records of the Center, with postage thereon prepaid. If transmitted by facsimile, or electronically notice is deemed to be delivered on successful transmission. The purpose or purposes for which the special meeting is called shall be stated in the notice.
Section 9. Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting without further notice.
Section 10. Vacancies. Any vacancy occurring in the Board not delineated in the provisions for succession set forth in Articles V and VI shall be filled by a majority vote of the remaining Board. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.
Section 11. Resignation and Removal. Board membership may be terminated by resignation or by a vote of two-thirds (2/3) of the returned ballots of the Members of the Center. This mail ballot shall be initiated by a vote of 2/3 of the Members present at any duly called meeting of the Members, provided that at least fourteen (14) days’ notice has been given to the Members and to the Board member to be removed. A Board member may also be removed by a vote of two-thirds (2/3) of the Members of the Board, provided that at least fourteen (14) days notice has been given to the Members and to the Board member to be removed.
Section 12. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these bylaws.
Section 13. Proxies. There shall be use of proxies at meetings of the Board.
Section 14. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, but nothing herein contained shall be construed to preclude any director from serving the Center in any other capacity and receiving compensation therefore.
Section 15. Unanimous Consent by Directors. Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Section 16. Educational Duties. As part of its activities in managing the affairs of the Center, the Board of Directors shall have responsibility for all educational activities of the Center. The Board of Directors shall establish educational policies under which trainees shall be selected, educated, and evaluated. In fulfilling these duties the Board of Directors shall be governed by policies in agreement with the standards, rules and regulations of the American Psychoanalytic Association, including the Principles and Standards for Education in Psychoanalysis. It shall see these policies implemented by the appropriate standing committees through the authority it delegates to them but shall regularly review their work. It shall appoint, promote, and if necessary recommend disciplinary action or dismissal of members. At the annual meeting of the Board of Directors, it shall appoint and reappoint members of the faculty, including the reappointment of training and/or supervising analysts. The Board of Directors shall also appoint alternates to represent the Center at the Board on Professional Standards of the American Psychoanalytic Association and Councilors and alternate Councilors to represent the Center at the meetings of the American Psychoanalytic Association at its first fully constituted meeting following the annual meeting of the members.
Section 17. Telephone Meetings. Nothing contained in these Bylaws shall be deemed to restrict the power of members of the Board of Directors, or any committee designated by the Board of Directors, to participate in a meeting of the Board of Directors, or a committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in a meeting pursuant to this Subsection shall constitute presence in person at such meeting except where the person participates for the sole, express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE VII
EXECUTIVE COMMITTEE
The Executive Committee functions as an administrative committee of the Board. The committee shall be composed of the officers of the Center including the Immediate Past President for two years after his/her term as President has expired and the Chair of the Psychoanalytic Education Committee. The Administrative Director shall serve as an assistant to the Committee.
MEMBERSHIP COMMITTEE
A Member at Large will be appointed by the Board at the annual meeting to be chair of the Membership Committee. This committee is charged with soliciting and processing new Membership applications as well as developing criteria for membership. The committee members will be appointed by the Board, should be representative of the diversity of the Membership, and will serve two year terms. At all times the committee shall act in accordance with the policies and procedures of the Board.
PSYCHOANALYTIC EDUCATION COMMITTEE
The chairperson of the Psychoanalytic Education Committee shall be a Training Analyst elected to the Board by the membership at the annual meeting. The chair shall serve as a Board member for two years until the subsequent annual meeting, as well as serve as Fellow to the Board of Professional Standards of the American Psychoanalytic Association. The chairperson shall oversee all aspects of the psychoanalytic education of Candidates, Child Candidates, and Psychotherapy Fellows and report to the Board on these activities. The fully constituted Board shall select and appoint additional Members to this committee composed of the Chairs of Selection, Curriculum, Student Progress, and Child Analysis, and others deemed essential who shall constitute the Education Committee. The members of the Psychoanalytic Education Committee shall serve at the pleasure of the Board and, in any event, their appointments shall expire with the end of the term of the Board. The immediate past chair of the Psychoanalytic Education Committee will serve as the second Fellow on the Board of Professional Standards of the American Psychoanalytic Association during the two years immediately following his/her chairmanship. In all of its activities, the Psychoanalytic Education Committee shall act in accordance with the Policies for the Psychoanalytic Education Committee of the Board. Additionally the Board will appoint two alternate Fellows to represent the Center at the Board of Professional Standards of the American Psychoanalytic Association should the Fellows be unable to attend a meeting.
OUTREACH AND CONTINUING EDUCATION COMMITTEE
The chairperson of the Outreach and Continuing Education Committee shall be elected to the Board by the Members at the annual meeting. The fully constituted Board shall select and appoint the members of the Outreach and Continuing Education Committee, which shall include but not limited to a candidate Member or Members, a representative of the Psychoanalytic Evaluation and Referral Service, the chair of the Finance Committee, and the Chair of the Information Committee prior to the beginning of the academic year commencing on July 1. The members of the Outreach and Continuing Education Committee shall serve at the pleasure of the Board and, in any event, their appointments shall expire with the end of the term of the Board. The President shall be an ex officio member of this committee. The Outreach and Continuing Education Committee shall conduct extension division activities, arrange the Scientific Program, oversee the Psychoanalytic Evaluation and Referral Service, administer the Fellowship program, implement continuing education programs, implement specified endowment funds for Outreach and Continuing Education programs, organize and coordinate public lectures, organize and coordinate liaisons to area mental health professions training programs and academic institutions, coordinate publications, and undertake any other activities that will bring recognition of the value and services of psychoanalysis to the public as well as enhance the educational opportunities of Center members, commensurate with the aims and goals of the Center.
FACULTY COMMITTEE
The Faculty Committee shall consist of four members, two Training Analysts and two non-training analyst Faculty, none of whom shall be Officers of the Center if possible. They shall be nominated by the Nominating Committee and elected by the membership by a majority of the members present at the annual meeting. The members shall serve for four years until the subsequent annual meeting. The four-year term of office of the Faculty Committee members will be staggered such that two members, one training analyst and one non-training analyst, shall rotate off of the Faculty Committee each election. No member of the Faculty Committee shall serve more than four years consecutively. If such election does not occur for any reason, the existing committee members shall serve until the earliest occasion on which an election can be held. The Committee will vote on its own chairperson after election.
The duties of the Faculty Committee are to establish written criteria in order to evaluate each member or potential member of the Faculty and to recommend action to the Board at its annual meeting. In each instance it may recommend to appoint, reappoint, promote, demote, or dismiss subject to the criteria and procedures established by the Board and included in its Policies. The Faculty Committee will also charge a sub-committee to create and continually update formal criteria for faculty to progress and to be promoted to the ranks of Training Analyst. Such criteria should be objective and measurable for the purposes not only of monitoring, evaluation, and reporting objective advancement criteria of potential candidates to the Board, but also to guide interested faculty on the most appropriate and productive career pathways. The Faculty Committee shall also collect and publish data by which to describe professional activities of the Faculty. It shall also review any requests for leaves of absence from Center administration or teaching and make recommendations accordingly to the Board. It shall also initiate evaluations of potentially impaired psychoanalysts subject to the criteria and procedures established by the Board and included in its Policies. In all of its activities, the Faculty Committee shall act in accordance with the Policies for the Faculty Committee of the Board.
NOMINATING COMMITTEE
The Nominating Committee shall consist of four Members. Three Members not currently holding an office on the Board will be nominated and elected by the Membership, and the immediate past President will serve as chair of the Nominating Committee during the two years following his/her Presidency. The three elected Members will include a Training Analyst, a non-training analyst, and one member who may be a non-analyst. The members of the Nominating Committee shall be elected by a majority of the members present at the annual meeting. The President shall not be an ex officio member of this committee.
Every two years and a least two months prior to the annual meeting or the meeting at which elections are to be held, notice of the forthcoming deliberations of the committee together with a solicitation for recommendations shall be published. At least one month prior to the annual meeting or the meeting at which elections are to be held, the Nominating Committee shall submit to the Membership a single slate of candidates for the Officers, Chair of the Psychoanalytic Education Committee, Chair of the Outreach and Continuing Education Committee, Members at Large, and the members of the Faculty Committee, Ethics Committee, Clinician Assistance Committee, and the Nominating Committee to be filled. At the annual meeting or the meeting at which elections are to be held, the nominees for the Officers, Chair of the Psychoanalytic Education Committee, Chair of the Outreach and Continuing Education Committee, Members at Large and the members of the Faculty Committee, Ethics Committee, Analyst Assistance Committee and Nominating Committee shall be presented to the Membership and shall be voted upon. Additional nominations may be made from the floor by any member present at the meeting. In all of its activities, the Nominating Committee shall act in accordance with the Policies for the Nominating Committee of the Board.
ETHICS COMMITTEE
The Ethics Committee (“Committee“) shall consist of six members, including at least one Training Analyst and at least one non-training analyst, if possible, of the New Orleans-Birmingham Psychoanalytic Center (“Center”). The Committee members shall be nominated by the Nominating Committee and elected by a majority of the Members of the Center. Members of the Committee shall serve staggered four-year terms; members will be nominated and elected every two years to replace members whose terms have expired. The Committee shall elect its chairperson every two years from its membership. The President shall not be an ex officio member of this Committee. The chairperson of the Ethics Committee shall report to the Board as needed. A vacancy on the Committee shall be filled by a majority vote of the Board. In no case shall a member of the Ethics Committee participate in meetings or deliberations concerning a complaint against him/herself. If a complaint before the Committee involves a patient who is a minor, the Board shall insure that a Child Analyst will serve on the Committee. The Board shall appoint a substitute to replace any Committee member who excuses him/herself from a case or who is unable to serve for any other reason. If no member of the presently constituted Ethics committee represents the clinical discipline of the member under review the Board may appoint a member of this discipline to serve on the Committee for this review. On completion of the disposition of such a case, the recused, or otherwise unavailable, member shall resume his/her seat on the Committee.
The Ethics Committee shall educate and advise the Center about ethical issues and deal with complaints against Center members. In no event shall a Center member participate as a Committee member in an investigation of a complaint concerning his/her own conduct, or vote thereon.
CLINICIAN ASSISTANCE COMMITTEE
The Clinician Assistance Committee of the Center is a committee whose principles are based on the ethical practice of psychoanalysis and psychotherapy neither hindered nor impaired by significant medical, neurological, or psychological illness including but not limited to alcohol or other substance abuse. The Clinician Assistance Committee is charged with assessing the information regarding the professional performance of its members, and facilitating appropriate assistance. The Clinician Assistance Committee is a permanent standing committee of the Center comprised of five members, all of whom are clinicians elected for staggered four year terms. At its inception, two members will be appointed for two year terms. Subsequently, all members appointed to replace members whose terms have expired shall serve four years. The chairman of the committee will be elected by the committee and will serve through the penultimate year of his or her term. In all of its activities, the Clinician Assistance Committee shall act in accordance with the Policies for the Clinician Assistance Committee of the Board.
FINANCE COMMITTEE
The chairperson of the Finance Committee shall be the Treasurer of the Center and President of the Foundation. The fully constituted Board shall select and appoint additional members of the Finance Committee, which shall include a candidate Member or Members, prior to the beginning of the academic year commencing on July 1. The members of this committee shall serve at the pleasure of the Board and, in any event, their appointments shall expire with the end of the term of the Board. The Finance Committee shall prepare and present for approval an annual budget to the Board at the first regularly scheduled meeting of the Board in the new fiscal year. It shall assist the Treasurer in preparing an annual report and quarterly reports for distribution to the Members. It shall supervise the investments of the Center.
INFORMATION COMMITTEE
The Secretary of the Center shall serve as the chair of the Information Committee. The fully constituted Board shall select and appoint additional committee members. The Information Committee shall generate and maintain all Center publications including but not limited to the newsletter, advertisements, and the web site as well as maintain all mailing lists.
SELECTION COMMITTEE
The fully constituted Board shall select and appoint the chairperson of the Selection Committee from the Membership who shall then report to the chair of the Psychoanalytic Education Committee. The fully constituted Board shall select and appoint the members of the Selection Committee. The members of this committee shall serve at the pleasure of the Board and, in any event, their appointments shall expire with the end of the term of the Board. The Selection Committee shall consider each new application for training to the Center, arrange for the interviewing of the applicant, and obtain such supplementary information as it may deem necessary for the proper assessment of the applicant. After it has completed its evaluation, it shall report to the Chair of the Psychoanalytic Education Committee. In all of its activities, the Selection Committee shall act in accordance with the Policies of the Board.
CURRICULUM COMMITTEE
The fully constituted Board shall select and appoint the chairperson of the Curriculum Committee from the Membership who shall then report to the chair of the Psychoanalytic Education Committee. The fully constituted Board shall select and appoint the members of the Curriculum Committee, which shall include, if possible, at least one candidate from the Adult Program from the third year or greater, a candidate of the Child Program, as well as, at least one graduate of the Psychotherapy Program. The committee shall be appointed prior to the beginning of the academic year commencing on July 1. The terms of this committee shall expire with the end of the term of the Board. The Curriculum Committee shall establish the curriculum of the training programs of the Center, assign faculty members to teach the classes in the Adult and Child Analytic program, and the Studies in Psychoanalytic Psychotherapy program, publish the annual academic schedule, and monitor the quality of the educational experience. In all of its activities, the Curriculum Committee shall act in accordance with the Policies for the Curriculum Committee of the Board.
STUDENT PROGRESS COMMITTEE
The fully constituted Board shall select and appoint the chairperson of the Progression Committee from the Training Analysts who shall then report to the chair of the Psychoanalytic Education Committee. The fully constituted Board shall select and appoint the members of the Student Progress Committee prior to the beginning of the academic year commencing on July 1. The members of this committee shall serve at the pleasure of the Board, and, in any event, their appointments shall expire with the end of the term of the Board. The Student Progress Committee shall maintain records of each trainee’s progress through the Center, including students in special training. It shall review the status of each trainee, take appropriate action according to its Policies, and advise the trainee of his/her progress. In all of its activities, the Student Progress Committee shall act in accordance with the Policies of the Board.
CHILD ANALYSIS COMMITTEE
The fully constituted Board shall select and appoint the chairperson of the Child Analysis Committee from the Child Analysts on the Faculty who shall then report to the chair of the Psychoanalytic Education Committee. The fully constituted Board shall select and appoint the members of the Child Analysis Committee, which shall include a Child candidate member or members, prior to the beginning of the academic year commencing on July 1. The members of this committee shall serve at the pleasure of the Board and, in any event, their appointments shall expire with the end of the term of the Board. The Child Analysis Committee is to be composed predominantly of, but is not limited to, analysts trained in Child Analysis.
The Child Analysis Committee shall make all recommendations about admissions, curriculum, and progression for child analytic candidates, report them to the relevant committees, and submit them to the Psychoanalytic Educational Committee for review and/or final approval. The individual members of the Child Analysis Committee, in their roles as Center faculty members, teachers, and supervisors, shall also participate in the deliberations of the Student Progress Committee regarding the progress of individual child analytic trainees. The Child Analysis Committee will make recommendations in conjunction with the Faculty Committee about appointments of Child/Adolescent Associate Supervising Analysts and of Child/Adolescent Supervising Analysts to the Board. The Child Analysis Committee shall maintain liaison with the Committee on Child and Adolescent Analysis of the American Psychoanalytic Association regarding the status of the Center’s training program in Child Analysis. In all of its activities, the Child analysis Committee shall act in accordance with the Policies of the Board.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board may authorize any Officer or Officers, agent or agents of the Center, in addition to the Officers so authorized by these bylaws, to enter into any contract or execute and deliver an instrument in the name of and on behalf of the Center, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Center shall be signed by such Officer or Officers, agent or agents of the Center and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President of the Center.
Section 3. Deposit. All funds of the Center shall be deposited from time to time to the credit of the Center in such banks, trust companies, or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the Center any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Center.
ARTICLE IX
BOOKS AND RECORDS
The Center shall keep correct and complete books of account and shall also keep minutes of the proceedings of its members, Board, and standing committees, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Center may be inspected, examined, and copied by any member, or his/her agent accountant or attorney for any proper purpose at any reasonable time, at the expense of such member. Information presented to the Board and to committees in the form of reports and letters, to provide material for deliberation, is considered part of the official record of the Board or that committee. No confidential information concerning an applicant or candidate may be released without the written consent of the individual concerned and without his/her being informed as to its content. All such records are the property of the Center.
ARTICLE X
FISCAL YEAR
The fiscal year of the Center shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XI
AMENDMENTS TO BY-LAWS
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority vote of the Board of Directors or Members at a regular or special meeting convened after notice to all Members of the purpose thereof.
ARTICLE XII
INDEMNIFICATION
Section 1. Generally. The Center shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the right of the Center) by reason of the fact that he is or was an incorporator, member, member of the Board of Directors, or officer against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Center, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided that in case of actions by or in the right of the Center, the indemnity shall be limited to expenses (including attorneys' fees and amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated expense of litigating the action to conclusion) actually and reasonably incurred in connection with the defense or settlement of such action. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Center, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Indemnity Prohibited. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged (by a court of competent jurisdiction, after exhaustion of all appeals therefrom) to be liable for willful or intentional misconduct in the performance of his duty to the Center, unless, and only to the extent that the court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 3. Indemnity for Expenses. To the extent that an incorporator, member, Board of Directors member, or Officer of the Center has been successful on the merits or otherwise in defense of any such action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
Section 4. Authorization of Indemnity. The indemnification hereunder (unless ordered by the court) shall be made by the Center only as authorized in a specific case upon a determination that the applicable standard of conduct has been met. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable and a quorum of disinterested Directors so directs, by independent legal counsel, or (3) by the Members.
Section 5. Payments on Reimbursement in Advance. The expenses incurred in defending such an action, suit or proceeding shall be paid by the Center in advance of the final disposition thereof if authorized by the Board of Directors in the manner provided in this Article XII, upon receipt of an undertaking by or on behalf of the incorporator, Trustee, officer, or member to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Center as authorized hereunder.
Section 6. Indemnification – Not Exclusive. The indemnification and advancement of expenses hereunder shall not be deemed exclusive of any other rights to which one indemnified or obtaining advancement of expenses may be entitled, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an incorporator, Trustee, officer, or member and shall inure to the benefit of his heirs and legal representatives; provided however, no such other indemnification measure shall permit indemnification of any person for the results of such person's willful or intentional misconduct.
Section 7. Amendment. Any amendment to this Article XII shall be prospective and shall not reduce or eliminate the right of any person to indemnification hereunder with respect to any act or failure to act occurring on or prior to the date of any such amendment.
