American Mental Health Foundation Bylaws
by Evander Lomke on
BY LAWS OF AMERICAN MENTAL HEALTH FOUNDATION, INC.
ARTICLE I
Section 1. The name of the Association is American Mental Health Foundation, Inc.
ARTICLE II
Section 1. The object of this Association is to promote, advance, promulgate, perform or carry out, enter into, cultivate, establish and organize scientific research and studies in the field of mental health, psychology, psychoanalysis and related domains; and to organize work groups and seminars for staff members or engage in other educational work; and to establish as many departments as necessary to carry out the purposes and objectives of this corporation.
ARTICLE III
Section 1. There shall be one classification of membership.
Section 2. Any person having and showing a good understanding of the field of mental health and being of good character may, upon special invitation by any member be invited to membership by the Executive Director of this corporation. Such membership shall be confirmed by two-thirds of the voting membership.
Section 3. The rights and privileges of membership shall carry with it all rights granted pursuant to the Membership Corporations Law of the State of New York, and shall include but not be limited to a) the right to hold office b) the right to serve upon the Board of Directors c) the right to vote.
Section 4. Membership shall be discontinued upon resignation by said member and/or for the conviction of a crime committed and any default committed in any contract entered into with the Corporation, and any other just cause.
The cause for discontinuance of membership for any of the foregoing reasons shall be presented to the Membership for action and determination thereon.
ARTICLE IV
Section 1. The fiscal year of this Corporation shall commence as on November 1st and end on October 31st of the succeeding year.
ARTICLE V
Section 1. There shall be no payment of dues by the membership except that in the event of the creation of a foundation auxiliary, all rules and regulations with respect to such auxiliary and the payment of dues shall be determined by the Board of Directors.
ARTICLE VI
Section 1. The following committees shall be standing committees, the chairman of which shall be a member of the Board of Directors:
a) Finance Committee
b) Program Committee
Section 2. The Board of Directors and/or the Executive Director may establish such committees from time to time as may become necessary.
Section 3. All committees shall function as advisory committees except those committees designated by the Board of Directors wherein said Board shall designate by resolution the purpose, power and functions of such committees. All advisory committees shall submit a report and their recommendations to the Board of Directors who shall act upon the same.
ARTICLE VII
Section 1. A Board of Directors of not less than three nor more than fifteen members shall be elected by the voting membership at the annual meeting of members.
Subject to any applicable laws, provisions of the Certificate of Incorporation, any prior resolutions passed prior to the adoption of these By Laws, the Board of Directors shall have the management of the business and property of the Corporation and shall determine its policies and objectives and shall supervise and control its activities. The powers of the Board of Directors shall include all the powers and duties conferred by and through the Membership Corporations Law of the State of New York.
Each member of the Board of Directors shall serve for a term of one year from the time of his/her election until the annual meeting held next after his/her election or until his/her successor shall be elected.
Section 2. The Board of Directors shall elect a President from its membership, and one to four Vice Presidents, a Secretary and a Treasurer (who need not be members of the Board of Directors).
Section 3. All vacancies on the Board of Directors shall be filled by the remaining members of the Board until the next annual meeting of the voting membership, at which time said voting membership shall elect new directors to fill such vacancies.
Section 4. Regular meeting of the Board of Directors shall be held a minimum of three times per year.
Special meeting of the Board of Directors may be called upon five days’ written notice by the Executive Director and /or the President and /or three members of the Board of Directors.
Notice of meetings, regular or special, may be waved upon unanimous consent of the Board of Directors.
Section 5. The annual meeting of the Board of Directors shall be held on the first Wednesday following the annual meeting of members.
ARTICLE VIII
Section 1. The annual meeting of the voting membership shall be held on the second Wednesday in the month of October of each year.
Section 2. Special meeting of the voting membership may be call upon ten days’ written notice by the Executive Director, the President and /or three members of the Board of Directors.
ARTICLE IX
Section 1. An Executive Director shall be appointed by the membership and shall serve as such pursuant to and for the period as provided for in a contract to be entered into between the Corporation and said Executive Director. Said period shall be for a minimum of three years. Said Director shall conduct all the affairs of the Corporation subject to the resolution of the Board of Directors as may herein be specified. All rights and powers to represent the Corporation not herein specifically designated to the Board of Directors shall be vested in said Executive Director.
The Executive Director shall serve upon the Board of Directors and shall be a member. Said Executive Director shall be a member ex officio of every standing committee and/or special committee or said Executive Director may designate one or more Assistant Executive Directors thereto.
Section 2. This Corporation having incorporated pursuant to Section 12 of the Membership Corporations Laws of the State of New York there presently exists an agreement which has been assumed by this Corporation and Professor Stefan Somogyi-Schill designating and appointing the said Professor de Schill as Executive Director of this Corporation and all the rights and obligations entered into between said parties are herewith continued.
Section 3. All contracts involving the expenditures per annum of monies totaling not in excess of $5,000.00 may be entered into by the Executive Director on behalf of this Corporation and all contracts involving the expenditures of monies in excess of that amount shall first be approved by the Board of Directors.
ARTICLE X
Section 1. At any duly convened regular or special meeting of the members and/or Board of Directors those present shall constitute a quorum necessary for the action of any business.
A majority vote of the quorum, except as otherwise provided by law, shall be binding upon this Corporation.
ARTICLE XI
Section 1. The President of this Corporation shall represent the Corporation, but shall have no rights to enter into any contractual agreements without the consent of a majority of the Board of Directors.
Section 2. The Vice President shall perform the duties of the President in his absence and shall have such duties and powers as may be necessary to assist the President upon his direction.
Section 3. The Secretary of this Corporation shall keep the minutes of the meeting of the membership and the Board of Directors, and shall attest to the action of the Board by resolution of said Board. The seal of this Corporation shall be kept by the President–Executive Director. All necessary communications of a corporate nature involving these by-laws shall be sent by the Secretary, and in his/her absence all the powers and duties of the Secretary shall be performed by the Executive Director.
Section 4. The Treasurer of the Corporation shall supervise the books of account and shall file such reports in the name of the Corporation as may by law be required. Said books of account shall be open for inspection.
ARTICLE XII
Section 1. The Board of Directors at its annual meeting shall elect two members from their own number who together with the Executive Director shall serve as an Executive Committee. Said Executive Committee shall have such power to act on behalf of this Corporation as may be designated to it by the Board of Directors at such annual meeting, and shall act upon all matters so designated between the meetings of the Board.
Section 2. The Board of Directors shall at such meeting aforementioned designate a Chairman of the Board from their own number who shall preside at all Board meetings until the next annual meeting.
ARICLE XIII
Section 1. Members may sign a power of proxy to any other voting member to vote in his/her place and stead and said proxy shall continue until the same is withdrawn by giving the Secretary of the Corporation notice in writing of such withdrawal. All proxies shall be registered with the Secretary of the Corporation.
ARTICLE XIV
Section 1. The order of business at any regular or special meeting shall be as follows:
a) roll call
b) presentation and entry of proxy
c) reading of prior minutes
d) reports and completion of old business
e) reports and transaction of new business
f) adjournment on motion
ARTICLE XV
Section 1. These by-laws may be amended by a majority vote of the membership. The construction of these by-laws shall be determined by counsel to the Corporation.
ARTICLE XVI
Section 1. The Certificate of Incorporation may be amended, modified or altered in accordance with the Membership Laws of the State of New York.
ARTICLE XVII
Section1. All of the powers, agreements and resolutions heretofore adopted and/or entered into and/or granted by and/or enacted by the unincorporated association, to wit: The Psychological Foundation, which by Certificate of Incorporation filed with the Secretary of the State of New York on December 29, 1954, was incorporated as the within corporation pursuant to Section 12 of the Membership Corporations Laws, is herewith ratified and approved and shall not be modified or changed except by due process of the Corporation.
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