Gap Bylaws

BYLAWS of the GROUP FOR THE ADVANCEMENT OF PSYCHIATRY (GAP) Founded, 1946 Incorporated, 1960 ARTICLE I Objects and Purposes

ARTICLE III Members

Section 1. The objects and purposes of this Corporation shall be limited to the charitable, educational, and scientific encouragement of medical development and the alleviation and cure of mental illness. To that end, this Corporation shall make use of consultants; collect, study, and appraise significant data; and reevaluate old concepts and develop and test new ones in psychiatry, mental health, and related fields. This Corporation shall publish and distribute the results of such efforts and apply the knowledge obtained to the promotion of mental health and good human relations.

This Corporation may create or grant scholarships, fellowships, professorships, residencies, prizes, and other encouragement to students and others interested in the promotion of mental health and good human relations.

Section 1. Eligibility. Persons possessing a degree in medicine, and meeting the requirements of Section 2 of this Article, are eligible for membership in this Corporation.

ARTICLE II Operating Committees

Section 1. Function. Except as otherwise provided in these Bylaws, the programmatic work of this Corporation shall be carried on by Operating Committees composed of selected individuals who are especially qualified by training and experience. The Committee work shall be conducted in such a manner as to make full use of the resources of relevant scientific disciplines. Consequently, all Operating Committees may avail themselves of the services of consultants. (a) At any time, and from time to time, the Steering Committee or any eight (8) members of this Corporation, four (4) of whom would be willing to serve, may propose to the Board of Directors that a new Operating or Administrative Committee or Task Force be formed or that an existing Operating or Administrative Committee or Task Force be given a new or different area of assignment or be abolished. It is further provided that the Board of Directors may initiate such action and delegate such powers as, in the discretion of the Board of Directors, are necessary and desirable. (b) A member may serve on only one (1) Operating Committee at any one time.

Section 2. Chairpersons. The Chairperson of each Operating Committee shall be elected by the members of that Committee for a term of office not to exceed three (3) years; however, the Chairperson may be re-elected for no more than one (1) succeeding term or until the then current report is completed, whichever occurs first, unless the Committee members vote to keep the Chairperson.

Section 3. Privilege of Transfer. A member of an Operating Committee may transfer to another Operating Committee with the consent of the Chairperson of the member’s original Committee and the consent of the Chairperson of the Committee to which transfer is sought, subject, however, to ratification of such transfer by the Steering Committee.

Section 2. Further Membership. (a) Membership in the American or Canadian Psychiatric Association shall be a requirement for admission to and maintenance of membership in this Corporation. (b) Subsection 2(a) of this Article shall not apply to any person who is a member of this Corporation on November 5, 1992, and who maintains such membership continuously thereafter. (c) Subsection 2(a) of this Article shall not apply to any person who, after written application to the Board of Directors, is granted a written waiver of this further membership requirement. Any such waivers shall be granted in the sole discretion of the Board of Directors.

Section 3. Nomination to Membership. (a) Ordinarily, nominations to membership in this Corporation shall be made by any Operating Committee Chairperson; however, nominations may be made by any member of this Corporation to any Operating Committee Chairperson. The nominee must be considered by the Committee for which the individual is nominated.

If accepted by a Committee, the name of the nominee shall be presented to the Steering Committee for final approval. No person shall be accepted for membership by an Operating Committee unless and until such person shall, at the invitation of such Committee, have attended at least one (1) meeting of such Committee. (b) Following the approval of a proposed member by the Steering Committee, the Secretary shall send a notice of election in writing and a copy of the Bylaws (and any amendments thereto) to the new member.

Section 4. Resignations and Terminations. Any member may withdraw from membership by signifying a desire to do so by written notice addressed to that member's Committee Chairperson and to the Secretary on or before December 31 of the year in which resignation is desired. Resignation shall become effective the following January 1. The Chairperson of any Committee may recommend to the Board of Directors that any member be asked to withdraw who has been absent without adequate excuse from two (2) successive meetings or who has failed to participate actively in the work of the Committee.

If the Board of Directors, after considering the matter, shall decide to ask a member in the Corporation. Membership may also be terminated by the Board of Directors for the failure of a member to pay dues or for other good cause.

Section 5. Contributing Members. (a) Membership may be retained in this Corporation on an inactive basis, after an active participation of three (3) years, by the payment of such dues as shall be determined by the members of this Corporation on recommendation of the Board of Directors.

Any active member may signify a desire to transfer to contributing status by written notice addressed to the member’s Committee Chairperson and to the Secretary on or before December 31 of the year in which active status is to be terminated. Contributing status shall become effective the following January 1. (b) A contributing member shall neither be a member of any Operating Committee, vote, nor hold any office in this Corporation, but shall otherwise have all the rights, powers, privileges, duties, and obligations of membership.

Section 6. Fellowship. Any member attending (10) ten committee meetings will be elevated to the status of Senior Fellow. Committee Chairs will be responsible for referring the names of members from their committee achieving this status. The Steering Committee will confer the title of Senior Fellow to the members so designated.

Section 7. Life Memberships. The Steering Committee may confer life membership on any active or contributing member in order to recognize and honor that member’s significant contribution to the Group for the Advancement of Psychiatry and to American psychiatry. This honor shall ordinarily be reserved for a senior member who, upon being elected life member, shall not be required to pay dues or assessments but shall retain all the rights and privileges of the member’s current membership status. Life members who continue as active members without paying dues or assessments shall not be reimbursed for expenses incurred at the Group for the Advancement for Psychiatry meetings.

Section 8. ECP Members. An ECP Member shall be a former Fellow within five years out of the GAP Fellowship who is eligible for reduced dues, to be determined by the Board of Directors for two years. The Board of Directors will determine the number of ECP Members accepted year by year based on a recommendation from the Finance Committee. At the beginning of the third year of membership, the full membership dues would be payable.

Section 9. Minimum Membership. There shall at all times be no fewer than ten (10) members, and, if for any reason, the total membership of the Corporation shall at any time fall below this number, the remaining member or members, as soon thereafter as is practicable, shall elect or select a new member or members sufficient to bring the total membership up to at least ten (10) members.

Section 10. Meetings. Meetings of members may be held within or without the State of Delaware, at such place as may be determined from time to time by the Board of Directors or the members.

Section 11. Voting. Each active member present at a meeting of the members shall be entitled to one (1) vote.

Section 12. Quorum. A majority of the active members of the Corporation, present in person, shall constitute a quorum at any meeting of the members.

Section 13. Adjournments. If fewer than a quorum shall be in attendance a the time for which the meeting shall have been called,

the meeting may be adjourned by a majority vote of the members present in person, without any notice other than by announcement at the meeting, until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned, in like manner, for such time, and upon such call, as may be determined by vote.

Section 14. Semi-Annual Meetings of Members. Semi- annual meetings of the members shall be held in the Spring and in the Fall of each year, on a day and at an hour named in the notice thereof, for the election of officers and directors and the transaction of such business as may properly come before the meeting. Elections of officers and directors shall take place at the Spring meeting. Notice of the time, place, and object of such semi-annual meetings shall be given by mailing, not less than ten (10) days previous to such meetings, postage prepaid, with a copy of such notice addressed to each member a the member’s last known post office address.

Section 15. Special Meetings of Members. Special meetings of members may be called at any time by the President or Secretary or by vote of the Board of Directors, and shall be called upon the request of a majority of the members made in writing to the President or Secretary. Notice of every special meeting, stating the time, place, and object thereof, shall be given by mailing, postage prepaid at least fourteen (14) days before such meeting, with a copy of such notice addressed to each member at the member’s last known post office address.

Section 16. Annual Report of the Treasurer. At the semi- annual meeting of the members in the Spring, there shall be presented a report by the Treasurer showing the whole amount of real and personal property owned by this Corporation.

Section 17. Action by a Majority Vote. At all meetings of members, all questions (except those to be decided as otherwise expressly directed by statute or by the Bylaws) shall be decided by the vote of a majority of the members who shall be present at the meeting and who shall vote thereon.

ARTICLE IV Directors and Officers Section 1. Directors. (a) The Board of Directors shall consist of the President, VicePresident, Secretary, Treasurer, the Immediate Past President, four (4) members without office, and the Chairpersons of Administrative Committees. The President shall be the Chairperson of the Board of Directors. Only members of this Corporation may be elected to the Board of Directors. (b) All Past Presidents of this Corporation or of the unincorporated association known as the Group for the Advancement of Psychiatry shall be members of the Board of Directors ex-officio.

Section 2. Officers. (a) President. The President shall, when present, preside at all meetings of the Board of Directors and members, shall have the power to call special meetings of the Board of Directors and members for any purpose or purposes, to appoint and discharge employees and agents of this Corporation, and to fix their compensation. The President shall make and sign contracts and agreements in the name

and on behalf of this Corporation, shall have general management and control of the affairs of this Corporation, and shall generally do and perform all acts incident to the office of President which are authorized or required by law. (b) Vice-President. The Vice-President shall be the PresidentElect and shall assume the office of President at the conclusion of the term of the previous President. The Vice- President shall, in the absence or incapacity of the President, preside over the meetings of the Board of Directors and members and shall perform such other duties as may be authorized from time to time by the Board of Directors. (c) Secretary. The Secretary shall be responsible for the arrangements for meetings, keeping the minutes of the meetings of the Board of Directors and the Steering Committee and performing such other functions as are customary to the office of Secretary. The Secretary shall have the custody of the seal of this Corporation and shall affix same to documents when authorized to do so. (d) Treasurer. The Treasurer shall have the care and custody of the funds and securities of this Corporation and shall have the general supervision of the books of account. The Treasurer shall give such bonds for the faithful performance of the duties of the office of Treasurer as the Board of Directors may determine.

Section 3. Term of Office. (a) Officers shall be elected for a term of two (2) years. Members of the Board of Directors without office shall also be elected for a term of two (2) years. All officers and other members of the Board of Directors shall serve until their successors are elected and qualified. (b) The President and the President-Elect are ineligible for reelection to their respective offices for two (2) years immediately following their retirement. The Secretary, Treasurer, and other members of the Board of Directors may succeed themselves.

Section 4. Elections. The candidate for each office receiving a plurality of the votes cast for such office shall be deemed elected.

Section 5. Nominations. (a) At the membership meeting next preceding the Spring semi-annual meeting, the President shall appoint a Nominating Committee consisting of three (3) members. The Chairperson shall be the immediate Past-President. The Nominating Committee shall be charged with presenting to the membership, not less than three (3) months prior to such Spring semi-annual meeting, nominations for the offices of Vice-President (President-Elect), Secretary, and Treasurer, and for the positions of members of the Board of Directors without office to be filled as hereinabove provided. (b) If the office of Vice-President (President-Elect) shall become vacant for any reason (including the assumption of the Presidency), the Board of Directors shall select a person to fill such vacancy until the election of a Vice-President the next Spring semi-annual meeting at which a Vice-President (President-Elect) is elected. The person selected by the Board of Directors to fill the vacancy in the office of Vice-President shall not by virtue of the same be the PresidentElect. (c) If the offices of Secretary or Treasurer shall become vacant for any reason, the Board of Directors shall select a person to fill such vacancy and complete the term of the former incumbent. (d) If a vacancy should occur in one of the other positions on the Board of Directors, the Board of Directors shall select a person to fill such vacancy who shall occupy such position for the remainder

of the term of the former holder thereof.

Section 6. Removal. Any officer or other member of the Board of Directors may be removed at any time, with or without cause, at a meeting of the members called for that purpose.

Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.

Section 8. Action by Majority Vote. The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be necessary and sufficient to take any action, except as otherwise expressly required by law or by these Bylaws.

Section 9. Meetings. (a) Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum be present, without notice, immediately after the semi-annual meeting of members at which such election took place, or at such time and place as may be fixed by consent in writing of all members of the Board of Directors, or such meeting may be called as a special meeting of the Board of Directors. (b) Regular meetings of the Board of Directors may be held without notice at such times and places as shall be determined from time to time by resolution of the Board of Directors. Other meetings may be called by the President. The Board also may act at "meetings" held by telephone conference call, other electronic means of communication, or by unanimous written consent. (c) The President or Secretary may, and at the request of a majority of the Board of Directors shall, call a special meeting of the Board of Directors, five (5) days’ notice of which shall be given in person.

Section 10. Place of Holding Meetings and Keeping Books.

The Board of Directors may hold their meetings, have one or more offices, and keep the books of this Corporation (subject to the provisions of the statutes of the State of Delaware) within or without the State of Delaware, at any office or offices of this Corporation, or at any other place, as they may determine.

ARTICLE V Administrative Committees Section 1. Steering Committee. The Steering Committee shall consist of the Board of Directors and the Chairpersons of all committees and shall be presided over by the President. It shall meet during the semi-annual meetings of the membership of this Corporation. The Steering Committee shall have the duties specified in paragraph (b) of Section 1 of Article II, in Section 3 of Article II, in paragraph (a) of Section 2 of Article II, and in Section 6 of Article III of these Bylaws. In addition, the Steering Committee shall receive and consider reports as to work progress of all Operating and Administrative Committees and Task Forces, and all members of Operating Committees attending such semi-annual meetings shall be informed thereof by their respective Chairpersons during such semi-annual meetings.

Section 2. Finance Committee. The President shall appoint a Finance Committee and shall designate one of its members as Chairperson. Its duties shall be to deal with financial matters, including the securing of funds for publications, office, and other expenses, through the additional services of the Contributions

Committee.

Section 3. Publications Board. (a) Subject to the provisions of Section 1 of Article VII of these Bylaws, the Publications Board shall have such duties with respect to publications and distribution of committee reports, as may be prescribed by the Board of Directors. Members are appointed by the President, who shall designate one (1) member to act as Chairperson. The President and President-Elect shall serve as members ex officio. (b) The members of the Publications Board shall be appointed or re-appointed by the President in consultation with the Publications Board Chairperson at the semi-annual meetings for three-year (3-year) overlapping terms. (c) A vacancy arising by reason of the expiration of the term of a member at the time of a semi-annual meeting of members shall be filled at such meeting for a term of three (3) years. (d) A vacancy arising by reason of the illness, death, resignation, or removal of a member shall be filled as soon thereafter as convenient for the unexpired term of that member. If such a vacancy arises by reason of illness, death, resignation, or removal of a member when serving as Chairperson, the person appointed to fill such vacancy may be, but need not be, designated as Chairperson; and if the person so appointed is not so designated, another member shall be designated as Chairperson for the balance of the unexpired term.

Section 4. The Fellowship Committee. (a) This Fellowship Committee shall have as its duties the selection of Fellows from a list of candidates submitted by residency training facilities and, in addition, the appropriate guidance of said Fellows through their attendance at four (4) consecutive meetings. (b) The number of Fellows chosen in a given year shall depend upon funds available to subsidize the program, as well as Operating Committee needs. (c) The Fellowship Committee shall consist of a Chair selected by the President and additional members selected by the Chair with four year terms renewable one time. The total membership shall be determined by the Board.

Section 2. Delinquency in Dues. Dues of any given year must be paid by March 1 of that calendar year. Members who are two (2) years in arrears in dues shall be automatically dropped from membership after having been informed by the Secretary, by registered or certified mail, when one (1) year in arrears.

Section 3. New Members. Members elected at the Spring meeting shall be expected to pay half the present dues for the year in which they are elected; they shall not be reimbursed for their expenses at the Spring meeting. Members elected at the Fall meeting shall begin paying dues for the year following election; they shall not be reimbursed for their expenses at the Fall meeting.

Section 4. Adjustments in Dues. Adjustments in dues are not allowable except in those situations, which, in the judgment of the officers, constitute hardship.

Section 5. Fiscal year. The fiscal year of this Corporation shall end on the thirty-first day of December of each year.

Section 6. Meeting Expenses. The meeting expense (as defined by the Board of Directors) for a member shall be reimbursed provided that dues and assessments are fully paid to date. There shall be no retroactive reimbursement of meeting expenses after five (5) months.

ARTICLE VII Miscellaneous Provisions Section 1. Committee Reports. The President shall determine the priority and manner of distribution of preliminary and final Committee reports, and, after consultation with the Publications Board, shall determine whether they shall be given general publication.

Section 2. Corporate Seal. The corporate seal shall be in such form as adopted by the Board of Directors.

Section 3. Commercial Paper. All checks, drafts, or orders for the payment of money shall be signed by such officer(s) or agent(s) as the Board of Directors may designate.

ARTICLE VIII Amendments

Section 5. Life Membership Committee.

The Life Membership Committee shall be appointed by the President to receive nominations for elevation to Life Membership status. This Committee will make the recommendation to the Steering Committee for approval.

ARTICLE VI Dues and Assessments Section 1. Payment of Dues and Assessments. Each member, except those life members who do not so choose, shall pay to the Treasurer such annual dues and assessments for active and contributing membership as shall be determined by the members of this Corporation, on recommendation of the Board of Directors.

These Bylaws may be amended, altered, or repealed, upon the recommendation of the Board of Directors, at any semi-annual or special meeting of members by a vote of two-thirds of all members, present and voting, provided that a copy of the proposed change has been sent to each member by mail, postage prepaid, with the notice of such meeting.

Amended April 2017