AMENDED AND RESTATED BY-LAWS
OF THE INTERNATIONAL SOCIETY FOR SPORTS PSYCHIATRY, INC.
(Effective November 24, 2020)
Pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes (the “Statutes”) and the Amended and Restated Articles of Incorporation of the International Society for Sports Psychiatry, Inc. (the “Corporation”), the Directors of the Corporation hereby amend and restate the By-Laws of the Corporation to provide as follows:
Article 1. Nature, Purposes, Powers, and Limitations
Section 1.1. Nature. The Corporation is organized exclusively as a nonprofit business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 as amended, or the corresponding portion of any future federal tax code (the “Code”).
Section 1.2. Purposes. The purpose of the Corporation is to advance the science and practice of sports psychiatry and to carry the science and practice of sports psychiatry to the athletic community, so that all people may enjoy the benefits of healthy participation in sports. In furtherance of this purpose, the Corporation will conduct activities that include but are not limited to advocating for mental health and wellness in sports, holding an annual meeting at which scientific presentations will be made; encouraging publication by members of scholarly manuscripts related to sports psychiatry; and other activities appropriate to the Corporation’s purposes.
Section 1.3. General Powers. The Corporation shall possess and exercise all powers conferred by the laws of Wisconsin upon non-stock not for profit corporations which an organization exempt under Section 501(c)(6) of the Code may possess or exercise.
Section 1.4. Limitations. Notwithstanding any other provision of these By-Laws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Code Section 501(c)(6).
Article 2. Offices
Section 2.1. Principal Office, Other Offices. The principal office of the Corporation is located in the State of Nebraska. The Corporation may have such other offices as the Board of Directors may designate from time to time.
Section 2.2. Registered Office and Agent. The Corporation will have and continuously maintain a registered office and a registered agent in the State of Wisconsin, as required by the Statutes. The registered agent and location of the registered office within the State of Wisconsin may be changed from time to time by the Board of Directors.
Article 3. Members
Section 3.1. Classes. The Corporation shall have members, who shall not have voting rights. There shall be two classes of membership: psychiatrist members and non-psychiatrist members.
Section 3.2. Qualifications of Psychiatrist Members. Psychiatrist membership is open to all psychiatrists, psychiatrists-in-training and medical students with an interest in sports psychiatry and in good standing with their licensing body. A person who meets these qualifications will be admitted as a psychiatrist member upon submitting an application satisfactory to the Board of Directors or its designee, together with payment of applicable dues.
Section 3.3. Qualifications of Non-Psychiatrist Members. Non-psychiatrists who have distinguished themselves in the field of sports psychiatry by holding leadership roles in established sports psychology organizations, publishing clinical articles that are cited for their significance by other authors, and demonstrating a significant body of clinical work may become non-psychiatrist members of the Corporation upon approval by the Board of Directors. Non-psychiatrist members must be in good standing with the applicable licensing body, if any. Non-psychiatrist members may not serve as Directors or hold office.
Section 3.4. Membership Policy. The Board of Directors may adopt a membership policy establishing qualifications for members in addition to the qualifications in these By-Laws.
Section 3.5. Dues. All psychiatrist and non-psychiatrist members must pay yearly dues of an amount determined by the Board of Directors. Failure to pay dues may be considered cause for termination of membership.
Section 3.6. Termination of Membership. Membership shall be terminated by death, voluntary withdrawal, or removal. A member may voluntarily withdraw by giving written notice to the President. A person may be removed from membership by action of the Board of Directors. A member who is removed remains liable for dues, assessments, or fees because of obligations incurred or commitments made before removal.
Article 4. Members’ Meetings
Section 4.1. Annual Meetings. The members shall hold an annual meeting at such times and places as determined by Board of Directors. At the annual meeting, the President or an officer designated by the President shall report on the activities and financial condition of the Corporation.
Section 4.2. Regular and Special Meetings. Regular meetings and special meetings of the members shall be held at such times and places as determined by the Board of Directors.
Section 4.3. Notice of Meetings. The Corporation shall give notice of regular, special, and annual meetings of members in writing at least ten and not more than 60 days before the meeting. The notice will include a description of the matter or matters for which the meeting is called.
Section 4.4. Record Date for Notice, List of Members. The Board of Directors shall establish a record date for determining the members entitled to notice of a meeting. If no record date is fixed, the members at the close of business on the day preceding the day notice is sent are entitled to notice of the meeting. After fixing the record date, the Corporation shall prepare an alphabetical list of the names of members who are entitled to notice, including such members’ addresses. The list shall be available for inspection by any member for the purpose of communicating with other members concerning the meeting beginning two business days’ after notice was given and continuing through the meeting.
Article 5. Board of Directors
Section 5.1. Authority. The business, property and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have overall decision-making authority for the Corporation.
Section 5.2. Number. The number of Directors of the Corporation at least three and no more than thirteen. Although the number and qualifications of the Directors may be changed from time to time by the Board of Directors, no change shall reduce the number of Directors below three, and no change shall affect the incumbent Directors during the terms for which they were elected.
Section 5.3. Nomination and Qualifications. The Nominating Committee shall propose a slate of candidates for election to directorships before each annual meeting. Any psychiatrist member of the Corporation in good standing may be nominated to serve as a Director.
Section 5.4. Election and Term. If a Chief Executive Office is appointed bye the Board of Directors, upon such appointment, the Corporation’s Chief Executive Officer shall constitute a Director for so long as they shall serve in that position. The Immediate Past President shall constitute a Director for the duration of the person’s term in that office. Other Directors shall be elected by the Board of Directors at its annual meeting. The term of each Director will begin at the close of the annual meeting at which their election occurs, and last for three years or until a successor is elected and qualified. Terms shall be staggered so that in approximately one-third of the elected Directors’ terms expire each year.
Section 5.5. Resignation. A Director may resign at any time by delivering written notice to the President, the presiding officer of the Board of Directors, or the Secretary. Resignation takes effect upon delivery of the notice, unless the notice specifies a later effective date.
Section 5.6. Removal. Any Director may be removed from office, either with or without cause, by the affirmative vote of a majority of Directors then in office, taken at a special meeting of the Board of Directors called for that purpose. The notice of the meeting must state that the purpose, or one of the purposes, of the meeting is removal of the director. Each Director is required to attend/participate in 60% of the meetings of the Board of Directors over the course of a given year. A Director’s failure to attend the specified number of meetings shall constitute grounds for their removal.
Section 5.7. Vacancies. The President shall appoint a Director to fill any vacancy occurring in the Board of Directors. A Director appointed to fill a vacancy shall serve until the next annual meeting of the Board of Directors.
Section 5.8. No Compensation. Directors shall not receive any stated salary for their services as Directors, but, by resolution of the Board of Directors, a reasonable sum for expenses of attendance, if any, may be allowed for attendance at each meeting of the Directors.
Article 6. Meetings of the Board of Directors
Section 6.1. Annual Meeting. The Board of Directors shall hold a regular annual meeting at such times and places as determined by the Board of Directors for the election of successor Directors and officers and the transaction of such business as may come before the meeting.
Section 6.2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as determined by the Board of Directors for the transaction of such business as may come before the meeting.
Section 6.3. Special Meetings. Special meetings of the Board of Directors may be called by the Chair or by or at the request of any two Directors. The Director calling such meeting may fix the time or place for holding such meeting. If the Director fails to fix a place, the meeting shall be conducted by means described in Section 12.1.
Section 6.4. Notice. Except as otherwise required by law, no notice is required of annual or regular meetings of the Board of Directors. Notice of any special meeting of the Board of Directors shall be given at least two days before the meeting date. Seven days’ notice is required for any meeting at which the Directors will consider an amendment to the Articles of Incorporation or Bylaws, merger, sale of substantially all assets, or dissolution.
Section 6.5. Quorum. A majority (greater than 50%) of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than such quorum is present, a majority of the Directors present may adjourn the meeting without further notice.
Section 6.6. Manner of Acting. The act of the 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 these By-Laws or by law.
Section 6.7. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting and without notice if consent in writing setting forth the action so taken shall be electronically approved by all of the Directors or members of such committee.
Article 7. Committees
Section 7.1. Committees Exercising Delegated Authority. In addition to the committees specifically described in this Article, the Board of Directors may create other committees that may exercise specifically delegated authority of the Board of Directors in the management of the Corporation. Each committee authorized to exercise power delegated by the Board of Directors shall consist of at least one Director, elected by the Board of Directors. The resolution creating such a committee shall specify the powers delegated by the Board of Directors to the Committee, which powers may not include electing officers or filling of vacancies in directorships or on committees. Each committee shall include a chair, who shall be elected by the Board of Directors. The Board of Directors may elect one or more Directors as alternate members of any such committee, who may take the place of any absent member or members at any meeting of the committee upon request of the President or the chair of such meeting. Unless the Board of Directors provides otherwise, each such committee shall fix its own rules governing the conduct of its activities and shall make periodic reports to the Board of Directors of its activities.
Section 7.2. Advisory Committees. The Board may also create standing committees that are advisory in nature and will not be delegated authority by the Board of Directors. The Board shall determine the composition or manner of selecting the members of such committees, and unless the Board provides otherwise, each such committee shall fix its own rules governing the conduct of its activities. Advisory Committees shall make periodic reports to the Board of Directors of its activities.
Section 7.3. Nominating Committee. The Board of Directors shall have a Nominating Committee, which shall be elected by the Board of Directors. The purpose of the Nominating Committee is to represent the mission of the Corporation by identifying qualified candidates to serve as Directors and officers, and to provide broad representation. The Immediate Past President will serve as chair of the Nominating Committee, or if they are unable or unwilling to do so, the President will serve as chair. The Nominating Committee will include three to four additional members, who shall include one member from the Membership Committee, one member from the Education Committee, and one at-large member chosen by the Board of Directors.
Article 8. Officers
Section 8.1. Number and Titles. The officers of the Corporation shall be a President, Immediate Past President, Vice President, Secretary, Treasurer, Member-at-Large, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may appoint a Chief Executive Officer, and may elect or appoint such other officers as it deems desirable, such officers to have the authority, and to perform the duties prescribed, from time to time, by the Board of Directors. Each officer must be a Director. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 8.2. Selection. Upon the election of new President, the individual previously occupying that office shall become the Immediate Past President. The other officers of the Corporation shall be elected by the Board of Directors at its annual meeting from a slate of candidates nominated by the Nominating Committee. If the election of officers is not held at the
Section 8.3. annual meeting, it will be held as soon thereafter as is reasonably convenient. Each officer shall hold office until a successor is elected qualified, or their death, resignation, or removal. Officers may serve successive terms.
Section 8.4. Resignation. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date.
Section 8.5. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
Section 8.6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation is made effective at a future date and the Corporation accepts the future effective date, the Board of Directors may fill the pending vacancy before the effective date, if it provides that the successor does not take office until the effective date.
Section 8.7. 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, subject to the control of the Board of Directors. If a Chief Executive Officer is appointed, the President’s duties shall be discharged in conjunction with the Chief Executive Officer. The President shall, when present, preside at all meetings of the Board of Directors. The President 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 is expressly delegated by the Board of Directors, these By-Laws, or by law to some other officer or agent. The President shall, in general, 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 8.8. Immediate Past President. The Immediate Past President shall provide advice and leadership to the Board of Directors regarding past practices and other matters to assist the Directors in governance. The Immediate Past President shall support the President and Corporation on an as-needed basis.
Section 8.9. Vice President. In the absence of the President, or in the event of the President’s death, inability or refusal to act, 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 oversee the Committee Chairs and serve as a liaison to the Committee Chairs. 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 8.10. Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer who, if appointed, shall have general supervision over the day-to-day
administration of the business and affairs of the Corporation. The Chief Executive Officer shall be
charged with the management of the projects and activities of the Corporation, and other duties as from time to time may be assigned by the Board of Directors. The compensation of the Chief Executive Officer shall be determined by the Board of Directors.
Section 8.11. Secretary. The Secretary shall keep minutes of the meetings of the Board of Directors in one or more books provided for that purpose; circulate a meeting agenda prior to each meeting of the Board of Directors to the Director and others participating in the meeting; circulate the minutes of meetings of the Directors to the Directors and committee chairs; see that all notices are duly given; be custodian of the corporate books and records of the Corporation; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 8.12. Treasurer The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation; deposit all 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 these By-Laws; file the yearly tax or information return; prior to the annual meeting of the Directors, propose to the Board of Directors an annual budget; and in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 8.13. Member-at-Large. The Member-at-Large shall be an experienced senior member of the Corporation with a distinguished record and shall be an established leader. The Member-at-Large shall provide guidance to the Board of Directors and the Corporation.
Section 8.14. Salaries. The Board of Directors may approve salaries or compensation for the officers which shall not be unreasonable for the services rendered by them to the Corporation. No officer shall be prevented from receiving any salary by reason of the fact that the officer is also a Director of the Corporation.
Article 9. Fiscal Year, Funds, and Contracts
Section 9.1. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year.
Section 9.2. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.
Section 9.3. Use of Funds. All funds received by the Corporation shall be dedicated and invested solely for the purposes described in Article 1. The Board of Directors shall utilize and distribute the net earnings and principal funds of the Corporation solely in accordance with such purposes. The Board of Directors may establish guidelines for the disbursement of funds by the Corporation in such manner as may, in the judgment of the Board of Directors, be consistent with the purposes of the Corporation.
Section 9.4. Banking. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. All checks, drafts, or orders for the payment of money, notes or other evidences 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 of the Corporation.
Section 9.5. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make, or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Sections 501 or 170 of the Code.
Section 9.6. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract, to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged, in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
Section 9.7. Conflicts of Interest. Any contract or transaction between this Corporation and one or more of its Directors, or between this Corporation and any entity of which one or more of this Corporation‘s Directors are directors, shall be valid, if the fact of such interest is disclosed or known to the members of the Board of Directors entitled to vote and the interested Director abstains from voting on such matter.
Article 10. Prohibition Against Sharing in Corporate Earnings
No Director, officer, or employee of, or member of a committee of, or person connected with the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation; provided, that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes, which compensation shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation. After all debts have been satisfied, any assets then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine, to such recipients as the Board of Directors may determine, in accordance with the Articles of Incorporation.
Article 11. Indemnification
Section 11.1. Definitions. Capitalized terms in this Article 11 not defined elsewhere in these By-Laws shall have the meaning assigned to them in Section 181.0871 of the Statutes. For purposes of this Article, references to the Statutes include any amendments thereto, but only to the extent the amendment permits or requires broader indemnification rights than the Statutes permitted or required prior to the amendment.
Section 11.2. Mandatory Indemnification. The Corporation shall, to the fullest extent permitted or required by Sections 181.0871 to 181.0883, inclusive, of the Statutes, indemnify its Directors and officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any Director or officer is a party because such Director or officer is a Director or officer of the Corporation.
Section 11.3. Indemnification of Employees and Agents. The Corporation may indemnify its employees and authorized agents, acting within the scope of their respective duties, as such to the same extent as Directors or officers.
Section 11.4. Additional Indemnification of Directors and Officers. The Corporation may, but shall not be required to, supplement the foregoing rights to by the purchase of insurance and by entering into individual or group indemnification agreements with any one or more of such persons.
Section 11.5. Rights Nonexclusive. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which a person may be entitled under any written agreement, resolution of the Board of Directors, the Statutes, or otherwise.
Section 11.6. Savings Clause. The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of any other provision of this Article or of these By-Laws.
Article 12. Miscellaneous
Section 12.1. Participation in Meetings. Any meeting of the Directors, members, or a committee may be conducted through the use of a telephone conference, video conference, or other means of communication where all participants may simultaneously hear each other during the meeting, or where all communication during the meeting is immediately transmitted to each participant and each participant is able to immediately send messages to all other participants. A person who participates in a meeting by a means authorized in this Section shall be deemed to be present in person at the meeting for all purposes.
Section 12.2. Manner of Delivery of Notice. The Corporation may deliver any written notice required by law or these By-Laws by personal delivery, first class mail to the recipient’s last known mailing address as listed on the records of the Corporation, or by email to the last known email address as listed on the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited with postage prepaid.
Section 12.3. Waiver of Notice. Any person entitled to notice required by law, the Corporation’s Articles of Incorporation, or these By-Laws may waive notice before or after the date and time stated in the notice. The waiver must be in writing, signed by the person waiving notice, and delivered to the Corporation for inclusion within the minutes or filing within the corporate records. In addition to written notice, attendance at a meeting waives objection to a lack of notice or defective notice, unless an objection is made by the attendee at the beginning of the meeting, or, if the objection relates to consideration of matters not within the meeting notice, when the matter is presented.
Section 12.4. Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors. All books and records of the Corporation may be inspected by any Director, or the Director’s agent or attorney, for any proper purpose at any reasonable time.
Section 12.5. Construction. As used in these By-Laws, words of the masculine gender shall be deemed to include, where appropriate, all genders.
Section 12.6. Amendment. These By-Laws may be amended or repealed by vote of a majority of the Directors in office at the time of the amendment.