Bylaws
The name of the organization shall be Administrators in Academic Psychiatry (the "AAP").
Article II: Purposes
Within the overall mission and organizational structure of the Academic Practice Assembly, the AAP is dedicated to the improvement of mental health care delivery, education and research through professional management in Departments of Psychiatry which are part of or affiliated with academic medical centers. Its objectives are:
A. to promote the concept of professional management in Departments of Psychiatry,
B. to provide a forum for discussion of management problems in Departments of Psychiatry,
C. to provide a mechanism for the gathering, analysis and distribution of information pertaining to the field of psychiatry administration,
D. to increase the professional and technical knowledge of its members,
E. to promote cooperation, understanding and fellowship within the membership and with those with related interests, and
F. to be conscious of, and work toward, the resolution of problems confronting health and medical care in general and academic psychiatry in particular.
Article III: Membership
Section 1. Active Membership
A. Definition of Active Membership - Active membership shall be limited to persons who are serving in a managerial capacity with a psychiatry group actively engaged in the service, teaching and research of psychiatry in an academic environment. Application for active membership shall be in writing and sent to the Membership Director of the AAP for confirmation.
B. Voting Privileges - Each active member shall have one (1) vote on all matters relating to the election of officers, the adoption and amendment of Bylaws and all other matters on which the President of the AAP shall request a vote of the entire membership. No active member may vote on any matter unless the dues set by the Board of Directors of the AAP with respect to his/her membership are paid.
C. Eligibility for Office - Only active members are eligible to run for office and serve on the Board of Directors.
Amended April 2002
Section 2. Associate Membership
A. Definition of Associate Membership - At such time that an active member changes his/her professional career and is no longer serving in a managerial capacity with a psychiatry group in an academic environment, he/she may submit a written request to the Board of Directors for a change in membership status from active to associate membership.
B. Voting Privileges - The right to vote or hold office will not be accorded to those members holding associate membership status.
Article IV: Meetings
Section 1. Place and Time for Annual Meeting - There shall be at least one regular meeting of the AAP annually. The meeting shall be held generally in the Spring of each year and shall be designated as the Annual Meeting for the purpose of electing directors and for the transaction of such other business as may come before the membership. Failure to elect directors at the Annual Meeting shall not cause dissolution of the AAP, but the several directors currently holding positions shall continue until their successors are elected. A special meeting for the purpose of holding such elections may be called on as soon thereafter as convenient or the directors shall be elected at the next regular meeting. The AAP fiscal year will begin the first day of July and end on the last day of June. A second regular meeting may be held in the Fall of each year and will be for the purpose of transacting business other than the election of directors. The AAP Strategic Plan will be reviewed and updated annually. The review and revisions will be discussed at the fall meeting and presented to the membership at the spring business meeting.
Amended November 2004
Amended March 2008
Amended April 2009
Section 2. Special Meeting - Special meetings of the members for any purpose or purposes unless otherwise prescribed by statute, may be called by the President or by a majority of the Board.
Section 3. Notice of Meeting - Written notice stating the place, day and hour of the meeting, in case of a special meeting, the purpose or purposes of the meeting, shall be delivered not less than thirty (30) days before the date of the meeting, either by telephone, by mail, or by electronic mail to each member of record. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, addressed to the member at his/her address as it appears on the books of the AAP with postage thereon paid. If notice is made by electronic mail, such notice shall be deemed to have been delivered if the message is not returned to the sender.
Amended April 2002
Section 4. Voting List - The Membership Director or agent having charge of the complete list of members entitled to vote at such meeting or any adjournment thereof shall be responsible for
maintenance of the addresses. This list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member. It shall be the responsibility of the voting members between meetings to keep the Membership Director or agent informed of any change in address or other information affecting their membership status.
Article V: Board of Directors
Section 1. General Powers - The business and affairs of the AAP shall be managed by its Board of Directors.
Section 2. Eligibility to Hold Office - Only persons meeting all criteria for active membership shall be eligible to run for office or serve on the Board of Directors. Members changing membership type during a term of office may, should they desire, complete their term provided there is a majority vote of the Board supporting such continuation. Such members would then become ineligible to serve on the Board of Directors for additional terms of office unless they should once again return to active member status.
Amended April 2002
Section 3. Number - There shall not be fewer than ten (10) directors. The directors shall consist of the President, President-Elect, Immediate Past-President, Membership Director, Secretary, Treasurer, and four (4) directors to be elected from the membership-at-large at the Annual Meeting. Such other directors as may be deemed necessary shall be appointed by the Board of Directors.
Amended April 1990
Amended April 1997
Amended April 1999
Amended November 2004
Section 4. Regular Meeting and Voting - A regular meeting of the Board of Directors shall be held without other notice than this Bylaw and at the same place as the Annual Meeting of the members. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings. Unless otherwise provided herein, matters before the Board shall be acted upon affirmatively on a favorable vote of a majority of the directors.
Section 5. Special Meetings - Special meetings of the Board of Directors may be called by or at the request of the President or any two directors of the Board.
Section 6. Notice - Notice of special meetings of the Board of Directors shall be given not less than two (2) weeks in advance of said meeting. Such notice may be by mail, direct completed telephone call, or electronic mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is made by electronic mail, such notice shall be deemed to have been delivered if the message is not returned to the sender. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Amended April 2002
Section 7. Committees - The President, with the advice of the Board, may appoint a series of ad hoc and/or standing committees to deal with specific items of business of concern to the AAP.
Section 7.1 Standing Committees - Four (4) Standing Committees shall function in support of the Board of Directors. They are the Membership Committee, the Education/Program Development Committee, the Strategic Planning and Governance Committee, and the Benchmarking Committee. While it shall be the prerogative of the Board of Directors to formulate the operational charge, size and general composition of these standing committees, for the purpose of these Bylaws, the general charge to each shall be as follows:
Amended November 2004
Amended May 2006
A. Membership Committee - The Membership Committee shall assist in the recruitment and maintenance of the varied and viable membership base necessary to adequately promote the stated purposes of AAP. Further, this committee shall develop the procedures necessary for enlisting new members. In the absence of any appointment to the contrary, the Membership Director shall serve as Chairperson of the Membership Committee. He/she will appoint at least two (2) other committee members, at least one of whom shall be a Member-at-Large.
Amended November 2004
B. Education/Program Development Committee - The Education/Program Development Committee shall advise the Board of Directors on matters associated with advancing the educational goals of AAP. Such educational programming includes, but is not limited to, program development for any educational conferences sponsored by AAP. In the absence of any appointment to the contrary, the President Elect shall serve as the Chairperson of the Education/Program Development Committee. He/she will appoint at least two (2) other committee members, at least one of whom shall be a Member-at-Large.
Amended November 2004
C. Strategic Planning and Governance Committee – The Strategic Planning and Governance Committee shall work with the President to recommend to the Board of Directors both long and short range goals and activities of the Organization, including the recommendation of collaborations and the establishment of interorganizational committees with other psychiatry organizations and shall, with the input of the Board, develop a formal Plan, the duration of which shall be determined by the Committee. In the absence of any appointment to the contrary, the President shall serve as the Chairperson of the Strategic Planning and Governance Committee. He/she will appoint at least two (2) other committee members, at least one of whom shall be a Member-at-Large. The Member-at-Large of the Strategic Planning and Governance Committee shall also serve as Liaison for the Webmaster/Database Manager to the Board of Directors.
Amended November 2004
Amended May 2006
D. Benchmarking Committee – The Benchmarking Committee shall work with the Secretary to recommend to the Board of Directors professional questionnaires and survey projects. The Committee shall conduct such projects as are approved by the Board of Directors and develop summary reports to provide the membership with relevant data markers and information to manage their departments One Member-at-Large shall be Chairperson of the Benchmarking Committee. He/she will appoint at least two (2) other committee members.
Amended November 2004
Section 8. Quorum - A majority of the Board of Directors shall constitute a quorum for the transaction of business. Any director may submit his/her vote by proxy to the President if unable to attend a meeting of the Board of Directors.
Section 9. Nominating Committee - Prior to the Annual Meeting, the President shall appoint an ad hoc nominating committee to propose a slate of candidates who are active members for the offices of the President-Elect and of other directors that may be eligible for election. Nominations other than those recommended by the Nominating Committee may be made only at the time of the Annual Meeting by voting members who are in attendance at such meeting.
The Immediate Past-President will serve as Chair of the Nominating Committee and will appoint two (2) additional members who do not currently serve on the Board of Directors
The Committee shall forward to the President no later than 45 days prior to the Annual Conference the slate of Officers to be presented at the Annual Conference. The President, upon receipt of the Nominating Committee's report, shall submit a copy of the report to the full membership at least 30 days prior to the Annual Conference by telephone, by mail, or by electronic mail to each member of record. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, addressed to the member at his/her address as it appears on the books of the AAP with postage thereon paid. If notice is made by electronic mail, such notice shall be deemed to be have been delivered if the message is not returned to the sender. Nominations other than those Amended by the Nominating Committee may be made only at the time of the Annual Meeting by voting members who are in attendance at such meeting.
Amended April 2002
Amended November 2004
Section 10. Election of Board of Directors - The slate of candidates shall be developed consistent with Section 9 above. Election shall be by majority vote of the members present and voting.
Amended April 2002
Amended April 2003
Section 11. Term of Office - The term of office for the President, President-Elect, Immediate Past President, Membership Director and Secretary shall be for one year. The Treasurer will serve a two-year term. The members-at-large shall serve as directors for terms of two (2) years each. No member shall serve more than three (3) consecutive years in the same office and a member shall not serve consecutive terms as President. All terms of office shall begin immediately following the election at the Spring Annual Business Meeting unless as specified in Article V. Section 12.
Amended April 1998
Amended April 1999
Amended May 2006
Section 12. Vacancies and Removal - Vacancies in any office arising from any cause may be filled for the unexpired term by a 2/3 vote of the entire Board of Directors.
The Board of Directors or the members may remove any director at any time by an affirmative vote of two-thirds (2/3) of the entire Board of Directors or by a two thirds (2/3) vote of the members present voting at a duly called meeting of the Board or the membership.
Section 13. President - The President shall be the Executive Director of the AAP and shall have charge of the general direction and promotion of its affairs with authority to perform such acts as necessary or proper to carry on the business of the AAP. The President shall prepare the agenda for and shall preside at the meetings of the AAP and Board of Directors. The President shall appoint each of the Members-at-Large a committee position as specified in Section 7.1 above. The President, with the assistance of the Member-at-Large charged with chairing the Strategic Planning Committee, shall be charged with the development, ongoing promotion and monitoring of the Strategic Plan of the Organization. The President may, during the absence of any director, delegate said director's duties to any other director on an interim basis.
Amended November 2004
Amended May 2006
Section 14. President-Elect - The President-Elect shall, in the absence or disability of the President, perform the duties of the President and shall perform such other duties as may be delegated to him/her from time to time by the President and shall otherwise function as a member of the Board of Directors. In the event of the resignation of the President, the President-Elect shall fill the unexpired term. The President-Elect shall also serve as the Chair of the Education/Program Development Committee and shall have the responsibility of coordinating the educational content of the annual meeting of the AAP as well as any additional educational meetings of the AAP.
Amended April 2002
Section 15. Immediate Past President - The Immediate Past President shall serve as a member of the Board of Directors and shall perform such duties as may be delegated to him/her from time to time by the Board of Directors or by the President. He/she serves as the Chair of the Nominating Committee. The Immediate Past President shall be responsible for drafting Amended amendments to the bylaws as specified in Article XIII, Section 1.
Amended April 2002
Amended April 2003
Section 16. Membership Director - The Membership Director shall have responsibility for the recruitment and retention of members and maintenance of the official membership listing of the AAP with responsibility for maintenance of said listing of members entitled to vote at any meeting of the AAP. The Membership Director shall serve as a member of the Board of Directors and shall perform such other duties as may be delegated to him/her from time to time by the Board of Directors or by the President. The Membership Director will serve as Chair of the Membership Committee.
Amended April 2002
Amended May 2006
Section 17. Treasurer - The Treasurer shall have responsibility for collecting dues and rendering written notices to the membership sixty (60) days prior to the due date and shall render complete financial statements at the Annual Meeting and at such times as may be requested of him/her. The Treasurer shall complete and file income documentation appropriate for the organizations tax category as required by the Internal Revenue Service. The Treasurer shall perform such other duties as are incident to his/her office or as may be delegated to him/her by the Board of Directors or by the President
Amended April 1990
Amended April 1999
Ammended March 2008
Section 18. Secretary - The Secretary shall keep the minutes of all meetings, shall serve as custodian for all records of association activities and make such records available to the several members of the Board of Directors as requested, and shall make such reports and perform such duties as are incident to his/her office and shall perform such other duties as may be delegated by the Board of Directors or by the President. The Secretary shall serve as the liaison between the ex oficio Newsletter Editor and the Board of Directors. He/she, with the assistance of the Member-at-Large charged with chairing the Benchmarking Committee, shall be charged with the recommendation of benchmarking projects and the subsequent development of surveys and reports..
Amended April 1990
Amended April 1999
Amended April 2002
Amended November 2004
Amended February 2005
Section 19. Members-at-Large - The Members-at-Large shall have responsibility for such business as defined and delegated by the Board of Directors. These responsibilities may include, but are not limited to, membership, education and programming, benchmarking, and strategic planning activities.
Amended April 2002
Amended November 2004
Section 20. Newsletter Editor – The Newsletter Editor shall serve as an ex oficio member of the Board of Directors without voting privileges. Responsibilities include, but are not limited to, preparation of a quarterly newsletter with distribution both in hard copy and electronically.
Section 21. Webmaster – The Webmaster shall serve as an ex officio member of the Board of Directors without voting privileges. Responsibilities include, but are not limited to, coordinating website development, acting as a liaison with the website maintenance organization for updates and revisions to the website, and administering the list serv.
Amended February 2005
Amended March 2008
Article VI: Quorum and Voting
With respect to any meeting of the members, the voting members at such meeting shall constitute a quorum. If a vote is taken on any matter at a meeting, except as otherwise provided herein, the matter shall be acted upon affirmatively on a favorable vote of a majority of the members present and voting.
Article VII: Annual Dues
Section 1. The annual dues shall be such as the Board may set from time to time. Annual dues are payable by March 1 of each year and shall become delinquent if not paid by April 1. Any member whose dues are delinquent at the time of the Annual Meeting shall forfeit his/her voting rights at that meeting.
Section 2. Dues for member applicants replacing a departing member at any point through the fiscal year may transfer, for the remainder of that year, to the replacement member.
Section 3. By annual consensus of the Board of Directors, dues for new applicants’ initial membership year may be waived.
Amended May 1999
Amended April 2003
Article VIII: Contracts
The Board of Directors may authorize any director or directors, agent or agents, to enter into any contracts or execute and deliver any instrument in the name of and on behalf of the AAP with approval of a majority of the entire Board; and such authority may be general or confined to specific instances.
Article IX: Use of AAP Name, Products and Proprietary Information
The submission, distribution, circulation and/or printing of any information or data that uses the name of Administrators in Academic Psychiatry, is gathered via a membership list and/or is a product of the organization’s efforts in any venue other than to those accessed only by members of the organization must be approved by a two thirds (2/3) vote of the Board of Directors.
Amended April 2003
Article X: Loans, Checks, Deposits, Etc.
Section 1. Loans - No loans shall be contracted on behalf of the AAP and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of two-thirds (2/3) vote of the voting members present at the Annual Meeting. Such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. - All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the AAP shall be signed by the Treasurer of the AAP and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits - All funds of the AAP not otherwise employed shall be deposited from time to time to the credit of the AAP in such banks, trust companies, or other depositories as the Board of Directors may select.
Article XI: Termination of Membership
Membership may be terminated by written resignation of a member to the Membership Director or by failure to meet membership requirements.
Article XII: Amendments
Section 1. In consultation with the President, the Immediate Past President shall review the bylaws semi-annually. If changes are recommended, either from this review or from Board of Directors discussion, the Immediate Past President shall draft amendments for review by the board and ratification by the membership at the next general meeting.
Amended April 2003
Amended February 2005
Section 2. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted at any General Meeting by a majority vote of the voting members present. Any Amended change to the Bylaws must be submitted to the membership in writing at least thirty (30) days prior to the General Meeting.
Amended February 2005
Article XIII: Dissolution
Upon dissolution of Administrators in Academic Psychiatry, all assets in whatever form, after payment of all legal debts and obligations will be given on the basis of equal shares to the tax-exempt member institutions comprising the organization who are in good standing at the time of dissolution.
Article XIV: Attendance of Meetings by Non Members
Individuals representing institutions or organizations who are not members may be allowed to attend and participate in conferences and meetings of the AAP, providing that they pay a registration fee to be determined annually by the Board of Directors of the AAP, not to be less than the fee for members. Any non-member attending such conference or meeting is not eligible to vote on any AAP matter.
Amended May 1999
Amended and ratified April 26, 2003
Amended and ratified November 6, 2004
Amended and ratified April 16, 2005
Amended and ratified May 6, 2006
Amended and ratified March 29, 2008