|Articles of Incorporation|
|Statement of Purpose
The Society of Biological Psychiatry was founded in 1945 to encourage the study of the biological causes of and treatments for psychiatric disorders. Its continuing purpose is to promote excellence in scientific research and education in fields that investigate the nature, causes, mechanisms, and treatments of disorders of thought, emotion, or behavior.
To achieve its purpose, the Society creates venues for the exchange of scientific information that will foster the advancement of psychiatric neuroscience and therapeutics. To this end, the Society sponsors an annual meeting, maintains web-based resources, grants awards to distinguished clinical and basic researchers, and publishes the journal, Biological Psychiatry.
The term “biological psychiatry” emphasizes the biological nature of behavior and its disorders and implies the use of the medical model; but in so doing, it encompasses other major elements of modern psychiatric medicine, including its humanitarian mission, psychological foundation, and socio-cultural orientation.
The vision of the Society of Biological Psychiatry is to be the leading professional organization in the integration, advancement, and promulgation of science relevant to psychiatric disorders, with the ultimate goal of reducing or preventing the suffering of those with these disorders.
|Article I: Name of Corporation
The name of this corporation is SOCIETY OF BIOLOGICAL PSYCHIATRY
|Article II: Purpose of Corporation
Said corporation is organized exclusively for educational and scientific purposes, including the following purposes and objects:
|Article III: Distribution of Assets
This corporation is a nonprofit corporation and does not contemplate the distribution of gains, profits or dividends to its members.
Upon dissolution of the corporation, the directors shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the directors shall determine. (As amended January 8, 1974).
|Article IV: Principal Office
The principal office for the transaction of business of this corporation is to be located in the County of Duval, State of Florida. The attorney of record is John Crawford, Esq., Marks Gray, PA.
|Article V: Powers
The officers of the Society shall act in the capacity of directors until the selection of their successors. These officers shall include: President, President Elect, Executive Secretary, Treasurer, and “at-large” and “junior” Councilors. The number of persons designated above constitutes the number of directors of this corporation until changed by an amendment to the Articles or by a By-Law adopted by the members. Removal of officers shall follow procedures articulated in Article VII of the By-Laws.
|Article VI: Members
The authorized number and qualifications of members of this corporation, the different classes of membership, if any, the property voting and other rights and privileges of each class of membership, and the liability to each and all classes to initiation, fees and dues, and the method of collection thereof shall be set forth in the By-Laws of this corporation. No assessments may be levied against any member of this corporation.
|Article VII: Amendments to Articles
Proposed amendments to these Articles may be proposed by a two-thirds vote of Council or by petition of ten percent of the members without approval of Council. Approval of these Articles requires a favorable response from two-thirds of members who vote. The vote shall be null and void if fewer than 10% of the members eligible to vote respond.
|Article VIII: Amendments to By-Laws
The By-Laws of this corporation shall be adopted by the directors designated in these Articles and may thereafter be amended or repealed by any means provided in the By-Laws
|By-Laws of Society of Biological Psychiatry|
| ARTICLE I: Classes of Membership
The membership of the Society of Biological Psychiatry shall consist of:
1. Regular Member
2. Associate Member
3. Emeritus Member
4. Student Member
|ARTICLE II: Officers and Council
1. The Officers of the Society shall be President, President Elect, Executive Secretary, Treasurer, three at-large councilors and two junior councilors. All officers shall be members in good standing.
2. The President shall be elected by membership to serve a term of 1 year and shall be installed as President at the conclusion of the Business Meeting held during the Annual meeting over which the current President presides.
3. The Executive Secretary and the Treasurer shall be elected by Council from among the members of Council for a 4-year term and may be re-elected to one additional 4-year term.
4. One Councilor-at-Large shall be elected annually by membership to serve a term of 3 years. One Junior Councilor shall be elected annually by membership to serve a term of 2 years. There shall be a total of three councilor-at-large and two junior councilor members.
5. There shall be a Council consisting of the President, President Elect, Executive Secretary, Treasurer, the last five outgoing Presidents who serve a 5-year term beginning after their term as President ends, three elected Councilors-at-Large who serve a 3-year term, two elected Junior Councilors who serve a 2-year term, and the Editors of the journals.
6. Elections for President, Councilor-at-Large and Junior Councilor members will be held annually.
7. The Council shall meet annually at least once before the annual meeting of the Society and at such other times as necessary to transact the business of the Society.
8. Any six members of Council shall constitute a quorum.
9. The officers shall be members of Council, each having the power to cast a single vote. The President shall preside as Chair of the Council.
10. If the President resigns, dies, assumes an administrative position that precludes office participation, or becomes unable to continue in office for health reasons, ethical charges, or for any other reason, the President-Elect will immediately become President, serving out the time remaining of the present term and continuing as President for the elected term. In this case, a new President-Elect will be elected at the next scheduled election.
11. If the Executive Secretary or Treasurer resigns, dies, or becomes unable to continue in office for health or other reasons, the President, with the majority approval of the Executive Committee or Council, will appoint a replacement who will serve until the next scheduled election.
12. If the President-Elect resigns, dies, or becomes unable to continue in office for health or other reasons, no new President-Elect will be appointed. At the next scheduled election, both a new President and a new President-Elect will be elected.
13. If the sitting President-Elect resigns, dies, or becomes unable to continue in office for health or other reasons between the election and the meeting, the serving President continues through the second year.
14. An officer or Councilor who is found to carry out the duties of office in a manner counter to the interests of the Society may be removed from office by vote of 75% of the members of Council with voting privileges.
|ARTICLE III – Duties of Officers
9. The funds of the Society may not be hypothecated.
1. The following Committees shall be appointed and the members of the committees shall be designated by the President, except as directed elsewhere:
a. Nominating Committee
b. Membership Committee
c. Education Committee
d. A.E. Bennett Research Award Committee
e. Travel Fellowship Award Committees
f. Honorific Awards Committee
g. Program Committee
h. Executive Committee
i. Editorial Committee
2. Other committees and taskforces shall be designated by Council as their need shall arise, and the committee membership shall be designated by the President, except as directed elsewhere.
3. Nominating Committee: The Nominating Committee is responsible for nominating candidates for each elective office of the Society by a vote of the general membership.
The Nominating Committee shall consist of six members, at least one of whom shall be a past-President of the Society. Members of the committee are appointed for a three-year term. Nominating Committee members should be thoroughly familiar with and active in the Society as evidenced by attendance and participation at meetings, serving on committees, or other service to the Society. Nominating Committee members, the Executive Secretary, the Treasurer, and the Journal Editors or Deputy Editors are not eligible to run for other Society offices until their terms of office are over.
The Nominating Committee will nominate four or more candidates for each elective office of the Society. Nominees should be familiar with and active in the Society as evidenced by attendance and participation at meetings, serving on committees or other service to the Society. The candidate’s names will be forwarded to Council. From these four candidates, Council will select two candidates via Australian ballot to run for each of the elected offices. If fewer than two candidates accept nomination for elective office, the Council shall convene by any method to select other nominees.
4. Membership Committee: This Committee shall consist of Chair and Co-Chair. The Committee will review any questionable applications or any applications with which the Office is not comfortable approving. The Executive Office will review and approve all new membership applications. The Executive Office will forward the approved list of new members to Council. Membership will become active after receipt of annual membership dues.
5. A.E. Bennett Research Award Committee: This Committee shall consist of at least six members. It shall be the duty of this committee to select the recipients of this award.
6. Honorific Awards Committee: The Honorific Awards Committee is chaired by the current President and includes the five most recent Past-Presidents. Nominations will be accepted from membership. If no nominations are received from membership, Council may provide nominations to the award committee for consideration. It shall be the duty of the award committee to select the recipient for each award and forward the final recipient’s name to Council for endorsement. The Honorific Awards Committee will select the following awards.
a. Gold Medal Award: The Gold Medal Award is to honor a member or non-member based on a lifetime of scientific achievement.
b. George N. Thompson Distinguished Service Award Committee: The George Thompson award is to recognize distinguished service by a member to the Society.
c. Humanitarian Award: The Humanitarian award is to recognize a member or non-member for their service and advocacy for mental illness.
d. Redelsheimer Distinguished Award in Biological Psychiatry : The Redelsheimer Distinguished Award in Biological Psychiatry is to recognize a member or non-member for a major breakthrough in biological psychiatry.
e. Teaching Award: The SOBP Teaching award recognizes the need for educational excellence, innovation, scholarship and engagement in teaching biological psychiatry.
7. Somerfeld-Ziskind Research Award This award will be selected by the editors of Biological Psychiatry.
8. Finance Committee: The Finance Committee is responsible for assisting the Treasurer with reviewing and providing guidance in the financial matters to support the mission of the Society, and to assure internal controls, audits and financial analysis of the Society. This committee shall consist of the President, Executive-Secretary, Treasurer of the Society, and other ad-hoc members as requested by Council.
9. Program Committee: The Program Committee is responsible for developing the scientific program for each annual meeting. The President Elect shall appoint a minimum of 6 new members to the Program Committee for a 3-year term. The President Elect shall appoint a member of the Program Committee to serve as Co-Chair during the 1st year of their term, Chair during the 2nd year, and member during the 3rd year to help provide continuity to the next President Elect and Chair. The President, Executive Secretary and Treasurer shall be ex-officio members of the Program Committee.
10. Executive Committee: The Executive Committee shall consist of the President, President Elect, Executive Secretary, and Treasurer, with administrative support and guidance provided by the Executive Office. The Executive Secretary and President will co-chair this committee, which meets regularly to conduct routine Society business, to refer important policy matters to Council, and to act on behalf of the Society in “emergency” situations.
11. Editorial Committee: The Editorial Committee serves as an advisory body for the editors of Biological Psychiatry and Biological Psychiatry:CNNI and it reports to the Council. The Editorial Committee must approve recommendations from the Biological Psychiatry and CNNI Editors related to substantial Journal policy changes prior to review of these policy changes by Council, and also review/approve Editorial Board membership changes. Members of the Editorial Committee also serve as Action Editors for papers where an editor is a co-author, or where all regular Editors have a conflict of interest. Additionally, the current President, immediate past President and Executive Secretary serve as ex-officio members of this Committee.
12. Travel Fellowship Award Committee: This Committee shall have subcommittees responsible for selecting the various travel fellowship awards. The Committee and any subcommittees shall consist of at least six members. It shall be the duty of this committee to select the recipients of each award.
|ARTICLE V –Committee Rules and Regulations
1. Members in good standing and with membership dues current shall be eligible to serve as official members of the Committees.
2. The Committees shall consist of no fewer than six members, each serving a three-year term. The exceptions are the Program Committee, the Editorial Committee, the Finance Committee, and the Executive Committee.
3. The President Elect or Executive Secretary shall appoint new Committee members to serve three-year terms to fill vacancies by members who have completed their tenure. A Chair and Co-chair will be appointed for the committees.
4. All committees must make an annual report to Council concerning their recommendations and their performance.
5. New officers and committee members of the Society will be provided with a copy of the Articles of Incorporation and By-Laws.
|ARTICLE VI – Nomination and Election to Membership, Membership Categories, Qualification for Election
1. The Society of Biological Psychiatry is a “North American” Society, but citizens of other regions may apply for membership in the Society.
2. Members are those scientists, academicians, clinicians, and other mental health professionals who may be elected to such membership by vote of the Society. The number of members shall be limited to 2,000.
3. As a general principle, preference is given to doctors of medicine and psychology and scientists in the basic biological sciences who recognize psychiatric neuroscience as the crucial basis of psychiatry.
4. The Society is a “voluntary” society. When members join the Society and keep their membership current and active, they agree to abide by these Articles and By-Laws and to conform to ethics decisions without resort to litigation, so long as the Council and Society attorney act with due diligence.
5. A candidate for membership shall be proposed by one member of the Society and must be in good standing. A letter of recommendation shall be written to the Executive Office by the proposers of candidates for membership. Council may waive the requirement for a letter of recommendation if an invitation to apply for membership is issued by Council.
6. The Executive Office shall examine the credentials of each candidate for membership carefully with respect to personal and professional qualifications with special reference to his/her past contributions to the knowledge of the biological nature of behavior. The Executive Office or Council may request from any member of the Society additional information concerning the qualifications of any candidate for election to the Society. The Executive Office will forward the approved membership applications to Council for final review and approval.
7. Council shall have the power of decision in the consideration of each candidate’s eligibility and its judgment upon such eligibility shall be final.
8. Gross personal or ethical departure from accepted standards may prevent election in spite of strictly intellectual attainments on the grounds that appropriate ethical qualities are necessary to a strong and vibrant scientific research society. The Society expects all members to uphold the highest ethical standards as far as scientific misconduct as a condition of membership. Failure to adhere to these standards may result in forfeiture of membership.
9. Regular Members are those whose past contributions to the knowledge of the biological nature of behavior, as reflected by the co-authorship of 5 peer-reviewed journal articles, shall be eligible to participate in all activities of the Society and to hold office, vote, serve as official members of Committees, propose amendments to the Constitution and By-Laws, and sponsor candidates for membership. Members shall receive all official material distributed to the membership and must pay annual membership dues. Members who do not pay their annual membership dues for two consecutive years will be automatically terminated as Members.
10. Associate Members are those clinicians, teachers, scientists and other mental health professionals who are not required to have five publications for consideration to membership and may be elected to such membership by vote of the Society. Associate Members shall be eligible to participate in all activities of the Society except that they have no voting privileges and may not hold office. They may propose amendments to the Constitution and By-Laws, participate on committees, make nominations for elected offices, and sponsor candidates for membership.
12. Emeritus Members are those who have been active members of the Society for 10 consecutive years, have reached the age of 65 years, are no longer employed full-time, and no longer wish to have full privileges of membership. Emeritus Members shall be eligible to participate in all activities of the Society but do not pay annual membership fees, do not have voting privileges, may not hold office, and do not receive the journal. They may propose amendments to the Constitution and By-Laws, participate on committees, make nominations for elected offices, and sponsor candidates for membership. An Emeritus Member may elect to continue their journal subscription by paying the annual subscription fee. A Member possessing such qualifications shall be provided the option of advancing to Emeritus Member provided that he/she is not in arrears in dues. A Member not possessing these qualifications shall be automatically advanced to Emeritus Member on recommendation of Council for reasons deemed sufficient by the Executive Committee.
11. Student Members are those who are currently enrolled in full-time training at degree-granting institutions. Student Members shall be eligible to participate in all activities of the Society except that they have no voting privileges and may not hold office or sponsor candidates for membership. They may propose amendments to the Constitution and By-Laws, participate on committees, and make nominations for elected offices. Student membership terminates at the end of the first membership year the student can apply for another membership category after leaving school. Former student members are eligible for election to a new membership category according to the same procedures and criteria of other membership categories.
|Article VII – Disciplinary Action
1. The Executive Committee and then the full Council shall act on any ethics complaints or violations by members whose actions are counter to the purposes of the Society that are referred to the Executive Secretary.
2. Such complaints must be submitted in writing, and the Executive Secretary will inform the complaining party that the written complaint is not confidential.
3. Upon the vetting by the Executive Committee that the complaint has some merit, the complaints will then be reviewed by the Executive Committee for “face valid” merit of scientific misconduct.
4. If it appears that the complaint may be valid, the person(s) who is (are) the subject of the complaint will have an opportunity to see the complaint and respond to the Executive Committee based upon the Executive Committee’s decision.
5. The Executive Committee will forward all written material and an initial recommendation to the full Council.
6. The Council will meet to discuss and/or decide the issue. Actions may include, but are not limited to, no action, verbal or written admonition or suspension or expulsion from the Society. The Society’s attorney will be available to ensure legal compliance throughout this process.
7. Transparency in the process and of the decisions is strongly encouraged.
|Article VIII – Forfeiture of Membership
Membership may be forfeited for reasons deemed sufficient by the Council, which reasons shall include non-payment of dues or whose actions are counter to the purposes of the Society. Said member shall be given written notice of expulsion and the reasons therefore, and shall have the right of appeal to Council. .
|Article IX – Meetings
The Society shall meet annually at a time and place designated by Council.
|Article X – Quorum
Ten (10) members shall constitute a quorum for the Business Meeting.
|Article XI – Dues
1. Council, on the basis of a budget, shall determine annual membership dues for the ensuing year.
2. Newly elected members will be required to pay the annual membership dues.
3. Dues are collected by the end of each year to cover the ensuing calendar year.
4. Dues may be prorated based on date the membership is approved.
5. The membership dues include a subscription to the Journals.
6. Emeritus members shall be exempt from payment of membership dues but are required to pay the journal subscription fee if they elect to subscribe to the journal each year.
7. Members who are in arrears of payment of membership dues for 2 years will automatically have membership revoked.
|Article XII – Journals
1. The official journals of the Society shall be Biological Psychiatry, and Biological Psychiatry: Cognitive Neuroscience and Neuroimaging.
2. The Journals are owned by the Society.
3. The Editors of both journals report to Council.
4. The Editors of both journals must be a Society member and is are members of the Council while serving as Journal Editor.
5. The Editors are selected by the Council to a term not exceeding 5 years. Reappointments are allowed with subsequent terms not to exceed 5 years.
6. The Editors of the Journals may appoint Deputy and Associate Editors with the approval of the Editorial Committees of both journals and subsequent approval by Council. These individuals should also preferably be active Society members.
7. The Editors of the Journals may be Chairman of the Editorial Committee and shall select the members of this Committee, subject to approval by Council.
8. The Editors may appoint the members of the Editorial Advisory Board for three-year terms in consultation with the Editorial Committee. Reappointments are allowed based on Editorial needs and performance.
9. The President, Executive Secretary and immediate past President may continue ex officio on the Editorial Committees.
|Article XIII – Executive Transactions
1. All business not of a scientific nature shall be transacted at the annual Business Meeting. Special Executive Sessions may be called by action of the Council.
The salaries of all Society and Journal employees shall be set on an annual basis by the Council with input from the Executive Secretary and Treasurer, who will be recused when their stipends are discussed.
|Article XIV – Parliamentary Procedure
Parliamentary procedure at all meetings shall be determined in accordance with Robert’s Rules of Order Newly Revised except that the Constitution and By-Laws shall take precedence.
|Article XV – Amendments to the By-Laws
1. Amendments to this Constitution and By-Laws of the Society may be proposed by a two-thirds vote of Council or by petition of ten percent of the Members without approval of Council. Proposed amendments shall be submitted in a manner approved by Council with response required within sixty days.
2. Approval of proposed amendments requires a favorable response from two-thirds of the members who vote. Electronic means of voting may be used and the vote shall be null and void if fewer than ten percent of members participate. Council shall decide whether a subsequent vote, requiring the same criteria for approval, will be held.
|Article XVI – Constitution and By-Laws
New Officers, Committee members and Chairs will be provided with a copy of the Articles of Incorporation and By-Laws by the Executive Office.