The principal office of the Corporation in the State of Wisconsin shall be located in the City of Sheboygan, County of Sheboygan. The Corporation may have other such offices, either within or without the State of Wisconsin, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
The Corporation shall have and continuously maintain in the State of Wisconsin a registered office, and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.
Section I. Members. The Corporation shall have five (5) classes of members designated as follows:
(a) Active Members are members of the medical profession in good standing who have applied for membership, who have completed training as specialists in psychiatry, who have been recommended in writing by a physician peer as ethical and experienced psychiatrists, and who are engaged principally in professional activities relating directly to clinical psychiatry.
(b) Affiliate Members are qualified health care professionals who are not psychiatrists and have been recommended in writing by a professional peer as ethical and accomplished professionals within their specific field of training.
(c) Early Career Members include psychiatric residents and board-eligible psychiatrists who have graduated from training less than twelve (12) months from their date of application. They will submit a letter of recommendation from their residency program prior to election to membership.
(d) Life Members are Active Members who have made a one-time contribution of at least $5,000 to the Corporation and are exempt from any payment of dues or assessments in the future.
(e) Emeritus Members are those who have been voting members for a total of twenty-five (25) years.
Section 2. Election of Members.Members shall be elected by the affirmative vote of a simple majority of the voting members present and voting during the Annual Meeting.
(a) All applicants for membership shall file with the Chair of the Membership Committee a written application in such form as the Board of Directors shall from time to time determine.
(b) All applications for membership shall be considered and investigated by the Chair of the Membership Committee. The Chair of the Membership Committee shall report the recommendations of the committee to the membership at the Annual Meeting, which shall pass upon each application and either accept or reject it.
Once an application has been recommended for approval by the Membership Committee, the applicant shall have all the rights of a member with the exception of the right to vote. The Chair of the Membership Committee shall inform the officers of these individuals on an annual basis.
(c) A list of applicants for membership shall be posted at the site of the Annual Meeting for a period of 24 hours prior to the business meeting.
(d) An applicant who has been rejected may make another application for membership after one year.
Section 3. Voting Rights. Only Active Members, Life Members and Emeritus Members shall be eligible to hold office and vote. Affiliate Members and Early Career Members may serve as Directors-at-Large, with a maximum of two (2) Directors-at-Large from those categories at any one time.
Section 4. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed In Article XI of these By-Laws.
Section 5. Resignation. Any member may resign by filing a written resignation with the Chair of the Membership Committee, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of Membership. Membership in this Corporation is not transferable or assignable.
MEETING OF MEMBERS
Section I. Annual Meeting. An Annual Meeting of the members shall be held each year for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day of the Annual Meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient.
Section 2. Special Meeting. Special meetings of the members may be called by the president, the Board of Directors, or not less than one-tenth of the active members.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any Annual Meeting for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Wisconsin; but if all of the members shall meet at any time and place, either within or without the State of Wisconsin, and consent to the holding of a meeting, such a meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings. Notice stating the place day and hour of any meeting of members shall be delivered, either personally, by e-mail or by mail, to each member entitled to vote at such meetings, not less than thirty (30) day before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited In the United States mail addressed to the member at the address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 5. lnformal Action by Members. Any action required by law to be taken at the meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a statement in writing, setting forth the action to be taken, shall be approved by a majority of the members entitled to vote with respect to the subject matter thereof. Such vote may be conducted by mail in such manner as the Board of Directors shall determine.
Section 6. Quorum. The voting members attending the Annual Meeting shall constitute a quorum at such meeting. At a special meeting, five percent of voting members shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of the voting members present may adjourn the meeting from time to time without further notice.
Section 7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 8. Voting by Mail. Where directors or officers are to be elected by voting members, such election may be conducted by mail in such manner as the Board of Directors shall determine.
BOARD OF DIRECTORS
Section I. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of Wisconsin.
Section 2. Number and Tenure. Directors shall be the President, the Immediate Past-President, the Vice-President, the Secretary-Treasurer, the Chairs of the Program and Electronic Communications Committees, the Editor of the Annals of Clinical Psychiatry, and six (6) Directors-at-Large, for a total of thirteen (13) Directors. The officers and Program Committee Chair Chairs of the Program and Electronic Communications Committees shall hold office until the next Annual Meeting of the members, and until their successors have been elected. The Directors-at-Large will be elected for terms of two years, three (3) Directors-at-Large being elected each year.
Section 3. Regular Meetings. A regular Annual Meeting of the Board of Directors shall be held without other notice than this By-Law at the same time and place as the regular Annual Meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings of the Board called by them.
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Wisconsin, as the place for holding any special meetings of the Board called by them. A special Board meeting may be held by teleconference.
Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least fourteen (14) days previously thereto by notice delivered personally, by e-mail or sent by mail to each Director at his or her address as shown by the records of the Corporation. Such written notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because need be specified in the notice of waiver of notice of such meeting, unless the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-Laws.
Section 6. Quorum. A majority of the Board of Directors 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 from time to time without further notice.
Section 7. 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 of Directors, unless the act of a greater number is required by law or by these By-Laws.
Section 8. Vacancies. Any vacancy occurring on the Board of Directors or any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors. In the event that an individual holds more than one (1) position on the Board of Directors, each position greater than one (1) shall be considered a vacancy and filled by an additional Director-at-Large. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors 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 Corporation in any other capacity and receiving compensation therefor.
Section 10. Informal Action Bv Directors. Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors.
Section 1. Officers. The officers of the Corporation shall be a President, the immediate Past-President, a Vice-President, a Secretary-Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the office of President and Secretary-Treasurer.
Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually, by the members present at the Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected.
Section 3. Removal. Any officer or other Board member elected by the active members of the Corporation may be removed by the Board of Directors by a two-thirds (2/3) vote of the entire Board at a lawfully called meeting of the Board, when, in the considered opinion of the Board, the individual has become unable to competently perform the duties of the position. Reasons for removal may include (a) illness or incapacity, (b) misappropriation of Corporation resources, (c) development of a substantial conflict of interest, (d) suspension or revocation of licensure to practice medicine in any jurisdiction, or (e) determination of an ethical violation by any regulatory body or professional organization. The officer or other Board member in question must be offered the opportunity, at his or her own expense, to record the proceedings, to have legal representation, and to present information in defense against the allegations prior to the vote.
Section 4. Vacancies. A vacancy In any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation; shall preside at all meetings of the members and of the Board of Directors; may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice-President. In the absence of the President, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7. Secretary-Treasurer. The Secretary-Treasurer shall be bonded for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Secretary-Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies In the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws; and in general perform all the duties incident to the treasurer of a corporation. The Secretary-Treasurer shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under Its seal is duly authorized In accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary-Treasurer by such member; and in general perform all duties incident to the secretary of a corporation and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 1. Committee of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provide in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the By-Laws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual directors, of any responsibility imposed upon it or them by law.
Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by the President or by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolutions, members of each such committee shall be members of the Corporation, and the President of the Corporation or the committee chair shall appoint the members thereof, with the exceptions of the Chairs of the Program and Electronic Communications Committees who shall be recommended by the President and elected by the Board of Directors. Any member of a committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
Section 3. Nominating Committee. The Nominating Committee will include the last five Presidents, and will be chaired by the most recent Past-President. The Nominating Committee shall solicit recommendations for nominations for officer and other board positions from the membership at large. It shall prepare a slate of candidates consisting of one (1) or more candidates for each position to be filled. The slate shall be distributed to the membership at large a least forty-five (45) days prior to the Annual Meeting.
Section 4. Term of Office. Each member of a committee shall continue as such until the next Annual Meeting of the members of the Corporation and until a successor is appointed, unless the committee shall be sooner terminated or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. Chair. One member of each committee shall be appointed Chair by the person or persons authorized to appoint members thereof.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present a meeting at which a quorum is present shall be the act of the committee, except as otherwise provided in these By-Laws.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board of Directors.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS.
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, 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 evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and approved by the President or other officer of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or to other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.
CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of Membership. The Board of Directors shall provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.
Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in the member’s name and delivered by the Secretary.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, 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 Corporation may be inspected by any member or his or her agent or attorney at any reasonable time.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Section 1. Annual Dues. Dues for the various classes of members shall be established by the Board of Directors.
Section 2. Payment of Dues. Dues shall be payable in advance on the first day of January in each fiscal year.
Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of the fiscal year or period for which such dues became payable, his or her membership may thereupon be terminated by the Board of Directors, in the manner provided in Article III of these By-Laws.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Wisconsin Nonprofit Corporation Act or under the provisions of the Articles of Incorporation of the By-Laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
AMENDMENTS TO BY-LAWS
Proposals to amend the By-Laws may originate either (a) by a petition signed by ten (10) or more voting members or (b) by resolution of the Board of Directors.
Proposed amendments to these By-Laws shall be received by the Secretary at least sixty (60) days before the Annual Meeting.
A proposed amendment shall be disseminated to the membership at least one month prior to the Annual Meeting. Adoption requires approval at the Annual Meeting by two-thirds of those members present and voting. If adopted, the amendment shall become effective upon certification by the Board of Directors unless a later effective date is specified.