ARTICLE I. NAME.
- The name of this corporation shall be: INTERNATIONAL SOCIETY OF PSYCHIATRIC GENETICS.
ARTICLE II. NOT-FOR-PROFIT CORPORATION.
- The International Society of Psychiatric Genetics is a corporation as defined in Chapter 82 of the Law of the State of Nevada.
ARTICLE III. PURPOSES.
- Mission: The International Society of Psychiatric Genetics, established in 1992, is the primary world-wide organization dedicated to:
- Facilitating research in the genetics of psychiatric disorders (including substance use disorders) and allied traits.
- Promoting education in psychiatric genetics, both for the scientific community and for the lay public.
- Guiding early career researchers interested in the field of psychiatric genetics.
- Encouraging communication and collaboration between researchers in this area.
- Striving for the highest scientific and ethical standards in research and clinical practice.
- Paving the way to alleviate suffering due to psychiatric disorders.
- No part of the net earnings of this corporation shall inure to the benefit of any office holder, director or member. The property of this organization is irrevocably dedicated to charitable purposes and upon dedication, dissolution or abandonment on the Society, after providing for the debts and obligations thereof, the remaining assets will not inure to the benefit of any office holder, director or member, but will be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which will establish its tax-exempt status under section 501(c) (3) of the Internal Revenue Code of 1954.
ARTICLE IV. DURATION.
- The period during which this corporation is to continue as a corporation is perpetual.
ARTICLE V. ADDRESS.
- The Post Office address of its principal office is:
The International Society of Psychiatric Genetics
c/o Parthenon Management Group
5034A Thoroughbred Lane
Brentwood, TN 37027 USA
- The name and address of its registered agent is:
CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
ARTICLE VI. MEMBERSHIP.
- Membership in the Society may be obtained by either (a) direct application to the Society and payment of the designated annual membership fee; or (b) attendance at the Annual Scientific Meeting of the Society. All who attend the annual scientific meeting of the Society will be given a one-year membership by the society. At the end of the one-year membership period membership will expire if the member has not registered for another Annual Scientific Meeting or has not renewed his/her membership by paying dues in an amount as determined and set by the Board of Directors as described in Article VI, Paragraph 2 of these Bylaws.
- Annual dues for membership in the Society will be set by the Board of Directors by a majority vote and will be changed periodically based on the aims and expenses of the Society.
- Full membership shall be open to all persons with a professional interest in psychiatric genetics. This would include but not be limited to, psychiatrists, psychologists, geneticists and scientists in areas pertinent to the discovery of the causes and treatment of psychiatric disorders.
- A reduced fee membership shall be available for students, early career investigators, and retired members. Criteria for eligibility for reduced fee memberships shall be defined by the Board of Directors in the ISPG Policy Manual and modified from time to time as the Board deems appropriate.
- Each member shall be entitled to one vote.
- A member may not transfer a membership or right arising from it.
- A member may resign at any time. The resignation of a member does not relieve the member from any obligations he or she may have to the Society for past dues, assessments or fees.
- EXPULSION AND TERMINATION OF MEMBERSHIP. (A member may be expelled for behavior not in keeping with the mission of the corporation (Article III) or behavior deemed professionally unethical. Such expulsion will require a two-thirds vote of the Board of Directors present at a regularly scheduled or specially called Board of Directors meeting as defined in Article VIII of these Bylaws. The duration of suspension will be at the discretion of the Board of Directors
- A member may not be expelled except pursuant to a procedure that is fair and reasonable and carried out in good faith.
- A procedure is fair and reasonable when it is taking into consideration all the relevant facts and circumstances by a committee appointed by the President consisting of at least 3 Board or general members. In addition, a procedure is fair and reasonable if it provides:
(1) Not less than 15 days prior notice of the expulsion and the reason for it; and
(2) An opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the expulsion by the Board of Directors or by a person designated by the Board to have the authority to decide that the proposed expulsion not take place.
(3) A challenge of an expulsion, including a proceeding in which defective notice is alleged, must begin within one year after the effective date of the expulsion.
ARTICLE VII. BOARD OF DIRECTORS.
- The affairs of this corporation shall be under the control of a Board of Directors consisting of at least six and not to exceed 19 members of the corporation, all of whom will be volunteers and not paid personnel of this corporation, nor of any organization receiving financial support from this corporation. Board members must be full paid members of the society for the duration of their term.
- The duties of the Board of Directors shall be to establish the general policies of the corporation and to manage the business and affairs of the corporation.
ARTICLE VIII. MEETINGS OF THE BOARD.
- Meetings of the Board of Directors of the corporation may be held within or without this state. The directors may designate any place or places where the directors' meetings may be held. Meetings may take place in person or by other means, such as teleconferences.
- Meetings of the Board of Directors of this corporation shall be held once per year and additional meetings may be held on the call of the president or, if he/she is absent or unable to attend, by any officer, or by any 3 of the directors.
- Notice of any meetings of the directors, regular or special, stating the time, date and place it is to be held shall be served personally or by mail or e-mail, upon each director not less than one week before the meeting. The notice of any special meeting shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the call and related matters.
- The presence in person of not less than six directors, and either the President or Vice-President, and at least one other officer is requisite to hold a meeting and shall constitute a quorum for official action by the directors of this corporation.
- Members of the Board of Directors or any committee designated by the board may participate in a meeting by means of a telephone conference or similar method of communication. Participating in a meeting pursuant to this subsection constitutes presence in person at the meeting.
- Official votes on matters before the Board of Directors may be held by email. However, an email vote shall require a two-thirds majority of Directors eligible to vote in order to be passed.
ARTICLE IX. OFFICERS.
- Officers will be nominated and elected by the general membership. Officers will consist of a president, vice president, secretary, and treasurer.
- The president, or in his/her absence, the vice president, shall preside at all meetings of members and of the Board of Directors and shall perform the duties usually devolving upon a presiding officer.
- The secretary shall act as clerk of all meetings of the Board of Directors and of members, recording all votes and the minutes of all proceedings. The secretary shall give notice of all meetings of members and of all Board of Director meetings. The secretary shall have custody of the original copy of the bylaws and all amendments thereof.
- The treasurer shall have the responsibility to provide oversight of all the funds and securities of the corporation, shall ensure that full accurate accounts of receipts and disbursements are kept in books belonging to the corporation, and shall ensure that all money and other valuables are deposited in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The treasurer shall ensure that funds of the corporation are disbursed as may be ordered by the Board of Directors at the regular meetings of the board, or whenever they may require it, and give an account of all transactions and all financial holdings of the corporation.
ARTICLE X. ELECTIONS TO MEMBERSHIP OF THE BOARD OF DIRECTORS AND OF OFFICERS
- One board member will be designated "Slate-Holder" by other board members and will organize elections and count ballots. Nominations will be solicited by the Slate-Holder from the general membership for membership to the Board of Directors and officers. Nominations must have the prior approval of the nominee. The Slate- Holder will administer the voting procedure such that each member has one vote and in a manner that has been approved by the Board of Directors. Elections will occur every 2 years for vacancies on the Board and for each office, whether newly nominated or up for re-election.
- Election of Members to the Board of Directors
- The Board of Directors will consist of not less than 6 and a maximum of 19 members.
- Members duly elected will serve one 4-year term and will be eligible to seek re-election to the Board of Directors in either consecutive or non-consecutive terms for a maximum of two terms.
- Election of Officers
- Officers consist of the President, the Vice-President, the Secretary, and the Treasurer.
- The President shall hold office for a period of 2 years from the time of the first Membership/Business Meeting after the election and may be re-elected to only one additional 2-year term.
- The Vice-President shall hold office from the time of the first Board meeting after the election and may be re-elected to only one additional term.
- The Secretary and Treasurer shall hold office for a period of 4 years from the time of the first Board meeting after the election and may be re-elected to only one additional 4-year term.
- Board of Director Members who have held office may be elected to a different office in the next consecutive term.
- If a Board of Directors member is elected to an Officer position, his/her term of office as a Board of Directors member shall be extended if necessary, to cover the period of appointment as officer.
- Under exceptional circumstances an Officer may be asked by the Board of Directors to serve an additional, specified period in office after the end of the second elected term. This must be with the agreement of at least three quarters of the Board of Directors. The duration of the additional term of office may be specified according to a calendar date, or the timing of an event. It is expected that this provision will be used only when it is necessary to maintain continuity of office under unforeseen circumstances. It is further expected that there will be a return to the normal process of election and terms of office at the earliest opportunity.
ARTICLE XI. THE EXECUTIVE OFFICE
- All business and records of the Society will be kept and coordinated in the Executive Office.
- The Secretary will be responsible for soliciting proposals as required from association management companies or other qualified individuals for the administration and management of the Society. These proposals will be reviewed by the Board at its annual meeting and a company or qualified individual hired by majority vote of the Board and a contract between the company or qualified individual and The Board negotiated. The company’s or qualified individual’s performance will be reviewed on an annual basis and the contract renewed as determined by the Board.
- The company manager or president or the qualified individual will become the Executive Director of the Society.
- The Secretary and Treasurer will provide oversight of the association management company or the qualified individual and report to the Board at least quarterly, or more frequently if necessary, about the business conducted through the executive office.
- The executive office will be responsible for all society record keeping, committee organization and meetings, liaison with the World Congress of Psychiatric Genetics Organizing Companies and Chairpersons, be responsible for carrying out financial matters as designated by the treasurer, and conduct all other business as designated by the Board. The executive office will be charged with the responsibility of writing and updating as necessary a Policy and Procedure Manual which shall be approved by the Board of Directors.
- Should a management company not be employed in any one year or more, then the secretary’s office will serve as the executive office until such can be found.
- In the case that no executive office is contracted to by the Board, the secretary and the treasurer will co-manage the Society out of their respective offices and under the direction of the Board of Directors.
ARTICLE XII. FILLING OF BOARD DIRECTOR VACANCIES & REMOVAL OF DIRECTORS
- All vacancies of the Board of Directors, whether caused by failure to elect, resignation, death or otherwise, may be filled by the remaining directors or by the members at any regular or special meeting.
- Such officers so elected to fill vacancies shall serve out the remaining term of the officer or board member being replaced.
- Any director may be removed from office by a majority vote of the members or by a two-thirds vote of the entire Board of Directors.
ARTICLE XIII. BOARD OF DIRECTORS AND MEMBERSHIP MEETINGS, NOTICES, QUORUM.
- The annual meeting of the members of this corporation shall be held in conjunction with the scientific meeting of the Society at such place and on such day and hour as the Board of Directors determine.
- Notice of any meeting of the members stating the time, date and place where it is to be held shall be served personally or by mail or e-mail to each member entitled to vote at such meetings, not less than 14 days before the meeting, and if mailed or e-mailed shall be directed to each member entitled to notice at his/her address as it appears on the records of this corporation, unless he shall have filed with the secretary of this corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.
- Any action which may be taken by the vote of members at an in-person meeting may also be taken without such a meeting if satisfying the above criteria and taking place by contact of all active members by electronic means through the internet.
- Member proxies. At any meeting of the members, no member may designate another person to act as a proxy.
ARTICLE XIV. COMMITTEES.
- There shall be an Executive Committee consisting of the officers. While the primary authority to govern the Society rests with the Board of Directors, the Executive Committee may make decisions that do not involve financial costs that exceed the limits placed on the Executive Committee by the Board of Directors in the ISPG Policy Manual, that do not contradict policies that have been set by the Board of Directors, and that involve matters that need urgent attention and cannot be delayed until a full meeting of the Board can be convened. The Executive Committee shall have the power to affix the seal of the corporation to all papers which it may deem to require it.
- The president shall serve as the chairperson of the Executive Committee. The Executive Committee shall have power to make rules and regulations for the conduct of its business. A majority thereof shall constitute a quorum.
- The Executive Committee shall keep regular minutes of its proceedings and shall provide those minutes in a timely manner to the Board of Directors.
- There shall be a Finance Committee if deemed necessary by the Board of Directors composed of the treasurer and at least two other members of the board, to be appointed by the president. The finance committee shall report to the board at regular intervals, and a complete report on the agency's finances should be sent annually to all officers and board members. The committee shall consider the details of the budget which is prepared by the Treasurer and presented to the board along with the Finance Committee's recommendations. The Board of Directors voting in an official meeting shall determine the budget for the corporation.
- There shall be a Program Committee for each scientific meeting. The chairperson will be appointed by majority vote of the Board of Directors and must be a member of the Society. The chairperson of the Program Committee will select committee members from the general membership and may select ad hoc committee members who are not members of the Society in the interest of adding expertise, demographic diversity, or geographic diversity necessary to ensure an excellent program. The officers of the corporation will automatically become members of each program committee.
- There shall be a Prize Committee for selection of awards established by the corporation. The prize committee nominee for any award must be approved by majority vote of the Board of Directors.
- The president shall from time to time appoint such standing or special committees as are authorized by the Board of Directors. Each committee shall consist of such numbers of persons as the Board of Directors deems advisable. All acts of such committees shall be subject to approval of the Board of Directors.
- The chairpersons of the standing committees and committee members must maintain their ISPG membership in order to serve on a committee.
- All committee appointments shall be made as soon as possible after the elections of chairpersons or if vacancies occur. Committee members will serve for one year minimum or for such terms as may be provided by the board.
- Attendance to committee meetings should be limited to those currently serving on the committee. Should the committee want input on an issue from the membership, an open forum may be requested to the Board of Directors.
ARTICLE XVII. FISCAL YEAR.
- The fiscal year of this corporation shall be the calendar year.
ARTICLE XVIII. NONDISCRIMINATION.
- The members, officers, directors, committee members and persons served by this corporation shall be elected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, physical or mental health, or sexual orientation.
ARTICLE XIX. AMENDMENTS OF BYLAWS.
- The Board of Directors shall have the power to make, alter or repeal bylaws of this corporation by a two-thirds vote of the entire board at any regular or special meeting thereof where notice of such proposed action has been announced in the notice of such meetings.
- Any Board-approved alterations or repeals of the bylaws of this corporation must be approved by the members by the vote of the majority present at any annual or special meeting called for that purpose.
- Any amendments, alterations, changes, additions or deletions from these bylaws, whether made by the members or the Board of Directors, shall be consistent with the laws of the State of Nevada, which define, limit, or regulate the powers of this corporation or the Directors of the corporation. The certificate so executed and acknowledged will be filed in the Office of the Secretary of the State of Nevada, which define, limit, or regulate the powers of this corporation or the Directors of the corporation. The certificate so executed and acknowledged will be filed in the Office of the Secretary of the State of Nevada. Upon filing the bylaws are amended accordingly.
ARTICLE XX. INDEMNIFICATION.
The Society shall indemnify, and upon request shall advance expenses to, in the manner and to the full extent permitted by law, any officer or Board member (or estate of any such person) who was or is party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, by reason of the fact that such person is or was a Board member or officer of the Society, or is or was serving at the request of the Society as a Board member, officer, or employee (an “indemnitee”). To the full extent permitted by law, the indemnification and advances provided for herein shall include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. The rights to indemnification and advancement of the expenses set forth above are contractual between the Society and the person being indemnified, his heirs, executors and administrators, and are mandatory. Notwithstanding the forgoing, the Society shall not indemnify any such indemnitee (1) in any proceeding by the Society against such indemnitee; or (2) if a judgment or other final adjudication adverse to the indemnitee establishes his or her liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. The Society may purchase and maintain insurance of behalf of any such person against any liability which may be asserted against him or her.