A California Nonprofit Public Benefit Corporation


The purpose of this organization shall be: To promote the study and practice of psychoanalytic psychology; To encourage interest in psychoanalytic psychology in professional and general communities; To provide support for individual members in the development and maintenance of their identity as psychoanalytically oriented mental health clinicians; To broaden psychoanalytic theory and practice with a commitment to diversity; And to address additional purposes as required by the organization.

 Article I - Name

The name of the organization shall be the Northern California Society for Psychoanalytic Psychology of Division 39 of the American Psychological Association.

Article II

Section 1. Principal Executive Office

The principal executive office of the corporation shall be located at 12 Hampton Avenue, San Anselmo, California, 94960. The Board of Directors may change the location of the principal office from one location to another in the State of California, establish one or more subsidiary offices of the corporation within the State of California, and designate any place within the State of California for the holding of any directors' meetings.

Section 2. Other Offices

Other offices of the corporation may at any time be established at any place or places within the State of California specified by the Board of Directors.

 Article III - Membership

There shall be two types of members in the Organization: Members and Associate Members. Members shall be licensed mental health professionals who have demonstrated interest in psychoanalysis as evidenced by the pursuit of education, research, and professional activities and by knowledge of psychoanalytic theory. Member status does not, in itself, imply competence to practice psychoanalysis and/or psychotherapy. Associate Member status shall be available to all others who possess an interest in and commitment to the purpose of this Organization. Associate membership is available to those students, practitioners, professionals, teachers, researchers, and others who do not meet the qualifications for Member status. Applicants for membership shall become Members or Associate Members upon payment of dues and acceptance of their applications.  All members and associate members are voting members of the society.

Article IV – Board of Directors

Section 1. Board of Directors Overview. The Board of Directors shall consist of the President, the President-Elect, the Past President, the Secretary, the Treasurer, Chairs of the Program Division and Outreach, Membership and Liaison Division, Chairs of the Standing Committees and a representative to Division 39, all as voting members.  The total number of voting members of the Board of Directors shall not be less than nine (9) nor more than twenty (20). The Board of Directors shall be chaired by the President, or, in his/her absence, the President-Elect. The Board of Directors shall be responsible for the conduct of the affairs of the Organization, and shall promulgate such policies, rules, procedures, etc., necessary for the discharge of its responsibility, provided that it takes no action contrary to these By-laws. A quorum shall consist of 51% of voting members.

Section 2. Removal from Board of Directors.

For Cause. The Board of Directors may remove any director who has been declared to be of unsound mind by final court order, convicted of a felony, or found by a final court order or judgment to have breached any duty under Article 3 (relating to standards of conduct) of the California Nonprofit Corporation Law.

Without Cause. Any director may be removed without cause if such removal is approved by a majority of the other directors then in office.

Section 3. Restriction on Interested Board Members. Not more than forty nine percent (49%) of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law or any such person. However, any violation of the provision of this section shall not affect the validity or enforceability of any transaction entered in to by the corporation.

Article V - Officers

The officers of the Organization shall make up the Executive Committee and shall consist of the President, Past President, President-Elect, Secretary, Treasurer, Program Division Chair and the Outreach, Membership & Liaison (OML) Division Chair. The members of the Executive Committee shall all be members of the organization. The President-Elect shall hold a one-year term, succeed to the Presidency the following year for an additional year, and serve as Past President for one year. The Secretary, Treasurer and Division Chairs shall each serve for two years.

The duties and requirements of the officers are described in the Policies and Procedures Manual and reflect the current needs of the organization. In the event of a vacancy in any of the elected offices, the President shall appoint a successor to serve until a new officer is chosen at the next election. Changes to the Policies and Procedures Manual will be made periodically throughout the year with the Board of Directors approval in January and July of each year.

Article VI – Committees

1. Executive Committee. The Executive Committee of the Organization works in a leadership capacity to keep the focus of the Board of Directors on the mission and strategic direction of the Organization through the identification, discussion and prioritization of relevant issues. The Executive Committee facilitates the discussion and dissemination of information among the Organization Board leadership and the Organization Committee Chairs.

2. Other Standing Committees. Standing Committees will be created by the Board of Directors to fulfill the purpose of the Organization.  The Board of Directors approves the chair of each committee. The members of each committee shall be appointed by the committee chair.

3. Division 39 Representative.  The Division 39 Representative shall be elected for a 3 year term.

4. Ad Hoc Committees. The President of the Organization may, from time to time, appoint such ad hoc committees as are required by the needs of the Organization and for the fulfillment of the purposes specified by these by-laws.

Article VII – Staff

The Board of Directors will appoint and approve any staff hires as necessary to achieve the goals and objectives of the Organization while maintaining the fiscal integrity of the Organization.

Article VIII - Meetings

The Organization shall schedule monthly Board of Director meetings between the months of September and July. The Organization shall hold a minimum of four Board of Director meetings annually. The Secretary shall record the minutes of the Organization.

Article IX – Organization Dues, Assessments and Fees

The Organization’s dues, assessments and fees shall be determined by the Board of Directors.

Article X– Elections

Elections of officers of the Organization shall be conducted annually and shall be completed before December 31st of any given year. At least three months before December 31st of any given year, the President shall solicit the members and associate members of the Organization for nominations for the elected offices and elected representatives of the Organization.  From these nominations the President shall develop a slate of nominees for office. The Officers of the Organization shall be elected by the Members for terms of office as described in Article V above. Each Member of the Organization will receive by mail or electronic mail a ballot at least two months before December 31st of any given year. The members shall have thirty (30) days from the day of mailing to return such ballots. The results of such elections shall be tabulated and announced on or before December 31st of the year in which the election was held.

Article XI - Amendment of By-laws

Amendments to these by-laws may be proposed either by the Board of Directors or by petition of ten percent (10%) of the membership of the Organization. By-laws may be amended by two-thirds (2/3) vote of those Members voting on any proposed amendment. Voting on amendments shall be by mail or electronic mail ballot and voters shall be provided thirty (30) days from the day of mailing to return their ballot.