Bylaws of the Seattle Psychoanalytic Society and Institute

These updated bylaws will be voted on at the SPSI Business Meeting on October 9, 2024.

ARTICLE I: Board of Directors

I.1 Powers and Qualifications

The affairs of the Seattle Psychoanalytic Society and Institute (the “corporation”) shall be managed by the board of directors. The board of directors shall strive to have an equal number of faculty and non-faculty members. The executive administrator and the director of the corporation shall serve as ex-officio nonvoting members of the board.

I.2 Number

The number of voting directors of the corporation shall be not less than three (3) and not more than twenty-two (22). The board of directors, by amendment of these bylaws, may increase or decrease the number of directors, provided that no decrease in number shall have the effect of shortening the term of any incumbent or reducing the number of directors to fewer than three (3).

I.3 Election and Term

At the annual meeting, the board shall elect directors to succeed those whose terms expire, provided, however that a majority of the board may agree to set a different date for election of directors. The term of office of a voting director shall be four (4) years. The start of a director’s term of office shall be considered to coincide with the beginning of the corporate year during which the director first takes office. Their voting privileges begin when they are elected or appointed.

I.4 Vacancies

The board of directors shall have power to fill any vacancy occurring in the board. The board of directors shall also have the power to fill any board membership to be filled by reason of an increase in the number of directors by amendment to these bylaws, with the exception of ex-officio members. Any director appointed or elected, as the case may be, to fill a vacancy, shall be elected or appointed for the unexpired term of their predecessor in office.

I.5 Committees of the Board of Directors

A. Committees Generally

The board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish, provided that each committee shall consist of at least two (2) directors of the corporation. Committees may include persons other than directors. All members of committees may vote during their committee meetings, regardless of whether or not they are voting members of the board of directors. Actions of committees shall be reported to the full board of directors and shall be subject to ratification by a majority of the board of directors.

B. Executive Committee

There shall be an executive committee of the board of directors, consisting of the elected officers of the corporation, namely the director, president, president-elect when serving during alternate years, secretary, treasurer, and the immediate past president of the corporation. The immediate past president shall serve a two (2) year term after their term of office as president expires. The executive committee of the board of directors shall have and exercise such authority of the board of directors in the management of the corporation as may be specified in any resolution. The executive committee shall nominate prospective members to the board of directors for election by the board at the annual meeting and at such other meetings as may be necessary.

C. Finance Committee

The board of directors, by resolution adopted by a majority of the directors, may designate and appoint a finance committee of the board of directors that shall consist of two (2) or more directors, including the president and treasurer. This committee shall have and exercise such authority of the board of directors in the management of the financial affairs of the corporation as may be specified in such resolution, including preparation of a proposed budget for the operation of the various activities of the corporation. This budget shall be recommended to the board of directors for approval, along with recommendations relative to revenue as may be necessary to enable the corporation to best carry out its programs and functions. Members of the finance committee shall elect a chairperson.

D. Other Committees of the Board.

Other committees under the jurisdiction of the Board include the following: The Diversity Committee, the Arts/Art Salon Committee, and the Collective Scholarship Committee.

E. Limitations on Committee Authority

No committee of the board of directors shall have the authority to amend, alter or repeal the bylaws; elect, appoint or remove any member of any such committee or any director or officer of the corporation; amend the articles of incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; authorize the voluntary dissolution of the corporation or revoke proceedings therefor; adopt a plan for the distribution of the assets of the corporation not in the ordinary course of business; or amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation of authority to it shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon it, or them by law.

I.6 Removal of Directors

A director may be removed from their directorship by a vote of two-thirds (2/3) of the directors present at a special meeting called for that purpose. Notice shall be given in advance as to the purpose of the meeting.

ARTICLE II: Meetings of Board of Directors

II.1 Annual Meetings

The annual meeting of the board of directors for election of directors to succeed those whose terms expire, and for the transaction of such other business as may properly come before the meeting, shall be held each year at the registered office of the corporation, in the Spring of each year provided, however that the board may agree to set a different date for election of directors.

II.2 Quarterly and Special Meetings

The board of directors shall by resolution provide for quarterly or more frequent meetings. Special meetings of the board of directors may be held at any place and time, whenever called by the director, the president, the secretary, or any two (2) or more directors.

II.3 Notice of Meetings

Notice of the time and place of any special meeting of the board of directors shall be given by the secretary, or by a member of the Board calling the meeting, at least seventy-two (72) hours prior to the date on which the meeting is to be held. Attendance of a member of the Board at any meeting shall constitute a waiver of notice of such meeting, except where the member attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except as required under the Washington Nonprofit Corporation Act, neither the business to be transacted nor the purpose of any meeting of the board of directors need be specified in the notice or any waiver of notice of such meeting.

II.4 Quorum

A majority of the board of directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. At any meeting of the board of directors at which a quorum is present, any business may be transacted, and the board may exercise all of its powers. A director who is present at such a meeting shall be presumed to have assented to the action taken at that meeting unless the director’s dissent or abstention is entered in the minutes of the meeting or the director files their written dissent or abstention to such action with either the person acting as secretary of the meeting before the adjournment of the meeting or by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.

II.5 Meetings Held by Telephone, Online Computer or Similar Communications Equipment.

Members of the board of directors or its committees may participate in a meeting of the board or such committees by means of a conference telephone, computer or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

ARTICLE III: Functions

III.1 Society Functions

The corporation studies, develops and advances the science, art, practice, and applications of psychoanalysis as founded by Sigmund Freud and cooperates with organizations of similar purposes. This organizational function is referred to from time to time as “The Society.”

III.2 Institute Functions

The corporation trains mental health clinicians to practice psychoanalytic treatment, and trains mental health clinicians and researchers in the application of psychoanalytic theory to various social settings. The SPSI serves individuals and organizations in the community through educational outreach, consultation, research, and reduced fee psychoanalytic treatment. The SPSI is an accredited training institute of the American Psychoanalytic Association. This organizational function is referred to as “The Institute.”

ARTICLE IV: Membership

IV.1 Voting Members

With the exception of the nomination and election of the council and alternate councilor, the corporation shall have the following classes of voting members approved by the board of directors.

A. Directors

Members of the board elected pursuant to these bylaws and who are entitled to vote on board matters are voting members of the corporation.

B. Faculty Members

Faculty membership is open to any person nominated by the corporate faculty and approved to be admitted by majority vote of the corporate faculty.

C. Candidate Members

Any candidate in active training at the Seattle Psychoanalytic Society and Institute.

IV.2 Nonvoting Members

The corporation shall have the following classes of nonvoting members, who will be approved by the board of directors. The board of directors may arrange for periodic meetings and programs for the particular purpose of acquainting non-voting members with the affairs of the corporation, and with significant developments in the field of psychoanalytic education and research. The councilor and alternate shall be nominated and elected as indicated in VIII.2.

A. Associate Members

Associate membership is open to graduates of SPSI’s two-year psychoanalytic psychotherapy programs and child psychotherapy programs

B. Honorary Faculty Members

This is an honorary appointment restricted to those individuals who have a history of contributing to SPSI, who may or may not be psychoanalysts, but are not eligible for full, emeritus or any other faculty status. Their contributions are based on any of the following criteria:

  1. Has demonstrated interest in the objectives and purposes of the institute or society, by virtue of:
    1. Contributions to a committee of SPSI for at least two years.
    2. Has provided to SPSI a unique educational or organizational contribution.
  2. Honorary Faculty are not subject to requirements regarding dues or committee work.
  3. Honorary Faculty have no legal or professional responsibility to SPSI; therefore, they are non-voting members of the Faculty.
  4. Honorary Faculty do not attend Faculty Meetings.
  5. Honorary Faculty are invited to educational events at the member rate.
  6. Honorary Faculty may purchase PEP-WEB at the member rate.
  7. Honorary Faculty status is recommended by the Faculty Appointments Committee to the Faculty for approval via a majority vote of those present at the meeting of the election.
  8. A member’s Honorary Faculty status is reviewed by the Faculty Appointment Committee every two years. To maintain Honorary Faculty status, members must continue to serve on a SPSI committee every two years. If their appointment has been based on a unique educational or organizational contribution, their continued appointment will be at the discretion of the Faculty Appointment Committee.

IV.3 Dues and Certificates of Membership

The members of the corporation shall pay such dues as may be established by the board of directors. Certificates of membership in the corporation may be issued. If issued, a certificate shall be numbered, and the respective member’s name shall be entered in the membership register of the corporation. A certificate shall bear the member’s name and shall be signed by the president or the secretary. 

IV.4 Status of Membership

Membership in the corporation shall be personal, shall not survive the death of any individual member, and may not be transferred by any means. 

IV.5 Termination of Membership

Any member may unilaterally terminate their membership. Membership shall automatically be terminated by nonpayment of dues. In addition, membership in the corporation may be terminated for (i) any action by a member that is detrimental to the best interests of the corporation, or (ii) for failure to either support corporate purposes or participate in corporate activities. Removal shall require either (i) the affirmative vote of two-thirds (2/3) of the board of directors or (ii) the affirmative vote of two thirds (2/3) of the faculty with ratification by a majority of the board of directors. In the event that such termination of a member is proposed, the board of directors or the faculty shall notify the member in writing of the reasons for the proposed action, and of the time and place of the meeting at which termination is to be considered, not later than ten (10) days prior thereto. The member at issue may choose to either waive the right to appear or may appear at the meeting to respond to the stated reasons for the proposed action and be heard in their own defense as provided in corporate policies and procedures.

IV.6 Meetings of the Membership

Meetings of the membership shall be held at such times as may be determined by the board of directors. The board of directors shall determine the time, date and place of the meeting. The annual retreat may serve as a meeting of the membership and notice thereof shall be given by mail or email addressed to the member’s address appearing on the records of the corporation. Meetings of one or more classes of members may be held pursuant to corporate policies and procedures.

ARTICLE V: Actions by Written Consent

Any corporate action required or permitted by the articles of incorporation or bylaws, or by the laws of the State of Washington, to be taken at a meeting of the board of directors (or its committees) of the corporation may be taken without a meeting if a consent in writing, FAX, or e-mail, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and-effect as a unanimous vote and may be described as such. 

ARTICLE VI: Waiver of Notice

Whenever any notice is required to be given to any director of the corporation by the articles of incorporation or bylaws, or by the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 

ARTICLE VII: Faculty

VII.l Powers and Qualifications

The faculty shall be comprised of dues paying members of SPSI, instructors, affiliate instructors, assistant instructors, candidate representatives, and emeritus faculty as defined by the faculty. The faculty shall be responsible for all educational, clinical, and research activities of the corporation, but shall not have the power of a committee of the board of directors. The faculty shall report, through its director or designee to the board of directors, and through the designee to the APsA Board. At its discretion, the faculty may delegate its activities to such faculty committees, as it shall deem appropriate.

VII.2 Establishment of Fees

Fees shall be set by the board of directors in consultation with the faculty. Such fees shall include faculty dues and tuition fees for courses.

ARTICLE VIII: Officers

VIII.1 Officers Enumerated

The Officers Of The Corporation shall be a president, a president- elect (to hold office every second year during the last year of the president’s two-year term of office), a secretary, a treasurer, a director of the Institute (referred to herein as the “director”), representative and alternate representative to the APsA Board and such other officers and assistant officers as may be deemed necessary by the board of directors.

A. President

The president shall exercise the usual executive powers pertaining to the office of president. The president shall preside at meetings of the board of directors.

B. President-Elect

The president-elect shall assist the president as requested by the president in exercising the executive powers of the office of president. The president-elect shall act as president pro tem in the absence of the president.

C. Secretary

The secretary shall keep records of the proceedings of the board of directors; when requested by the president to do so, sign and execute with the president all deeds, bonds, contracts, and other obligations, or instruments, in the name of the corporation; keep the corporate seal; and affix the same to proper documents. During years when the office of president-elect is vacant, the secretary shall act as president pro tem in the absence of the president.

D. Treasurer

The treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation and shall cause to be kept regular books of account. The treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the board of directors, and in general, shall perform all of the duties incident to the office of treasurer. The treasurer shall prepare or have prepared an annual financial statement and shall act as president pro tem in the absence of the president and the secretary.

E. Director

The director shall be the chief executive officer of the corporation, Chairperson of the coordinating committee of the corporation, chairperson of the education committee of the faculty and ex-officio member of all other committees of the board of directors and of the faculty. The director shall be responsible to the board of directors, the faculty, and to the Board of APsA for the satisfactory operation of all divisions of the corporation. They shall also prepare reports on the activities of the faculty to the board of directors and shall, subject to approval by the board of directors, hire and fire the auxiliary personnel of the corporation. The director shall also designate the representative and alternate representative to the APsA Board, who will then be elected by the Faculty.

F. Representative and Alternate Representative

The representative and alternate representative shall serve as Representative of the Corporation to the Board of the American Psychoanalytic Association. The councilor shall report on the activities of the American Psychoanalytic Association no less often than once a year. The councilor and alternate councilor will hold office according to the provision made in the Bylaws of the American Psychoanalytic Association.

VIII.2 Election of Officers

A. Election of Officers Other Than the President, President-Elect, Director, the Representative and Alternate Representative

All officers of the corporation except the president, president-elect, director,  representative and alternate representative shall be elected by the board of directors and shall serve a two (2) year term, provided, however, that if at any time such an officer of the corporation ceases to be a director of the corporation (whether because of removal from the board, expiration of their term without simultaneous reelection or otherwise), then such person shall cease to be an officer and the board shall elect a new officer to fill the position in accordance with Article VIII.3 below. Subject to the foregoing proviso, each such officer shall hold office for the term for which they are elected and until their successor is elected and qualified. The same person, except the offices of president and secretary, may hold any two or more offices. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the board of directors may prescribe.

B. Election of President and President-Elect

The president shall be elected by the board of directors one year before assuming their office and shall serve a one (1) year term as president-elect prior to assuming their office as president. They shall serve a three (3) year term as president, provided, however, that if at any time such president or president-elect of the corporation ceases to be a director of the corporation (whether because of removal from the board, expiration of their term without simultaneous reelection or otherwise), then such person shall cease to be president or president-elect and the board shall elect a new president or president-elect to fill the position in accordance with Article VIII.3 below. Subject to the foregoing proviso, the president shall hold office for the term for which they are elected and until their successor is elected and qualified. The office of president and president-elect may be held by two persons, elected hereunder, who shall equitably share the duties of each office.

C. Election of Director

The director shall be elected by the faculty one year before assuming their office and shall serve a four-year term as follows. They shall serve a one-year term as director-elect, prior to assuming their office as director. They shall serve a two (2) year term as director with the faculty having the option by vote, to extend the term for an additional two (2) year period. The director will then become the past-director for one year, as their successor is oriented to their position. The director shall be elected according to the following procedure. The chairperson of the nominating committee of the faculty shall notify all members in writing that nominations are open for director. The faculty members shall submit nominations to the faculty nominating committee in writing within twenty-eight (28) days of such notification. The faculty nominating committee, as described in the policies and procedures of the faculty, shall select nominees for the director from the available qualified analysts and shall present them at a meeting of the faculty. Additional nominations of available qualified analysts will be accepted at the meeting before the election, but write-in nominations will not be accepted. Votes of the faculty members shall be by secret written ballot and shall be tabulated at the faculty meeting by the chairperson of the faculty nominating committee. In the case of three (3) or more candidates for director, a system of preferential voting approved by the board of directors shall be used to avoid a runoff election.

D. Election of the Representative and Alternate Representative

The representative and alternate representative shall be nominated and voted on by the faculty and candidates and, approved by the board of directors. The representative and alternate representative shall serve a two (2) year term and shall hold office for the term for which they are elected and until their successor is elected. According to the provisions in the bylaws of the American Psychoanalytic Association, the representative and alternate representative will be nominated and approved on even years. Only faculty and candidates who are APsA members may vote for the councilor and alternate councilor.

VIII.3 Vacancies

Vacancies in any office, except for the director, representative and alternate representative arising from any cause may be filled by the board of directors at any regular or special meeting. The faculty at any regular or special meeting may fill vacancies in the office of the director, representative and alternate representative arising from any cause.

VIII.4 Salaries

The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

VIII.5 Removal

Any officer elected, approved or appointed by the board of directors may be removed by a two-thirds (2/3) vote of the board of directors whenever in its judgment the best interests of the corporation will be served thereby. Removal of the director, representative or alternate representative also requires a two-thirds (2/3) vote of the faculty whenever in its judgment the best interests of the corporation would be served thereby.

ARTICLE IX: Divisions of the Corporation

IX.1 Divisions and Committees

The board of directors by resolution adopted by a majority of the directors in office may organize the corporation into divisions and committees of the corporation. Each division shall have its own chairperson but shall not exercise the powers of the board of directors.

IX.2 Coordinating Committee

The board of directors by resolution adopted by a majority of the directors in office may appoint a coordinating committee of the corporation which committee may act in accordance with the resolution, and may, without limiting the foregoing, make recommendations and submit proposals to the board of directors but shall not bind the board of directors.

ARTICLE X: Advisory Board

X.1 Appointment of Advisory Board

The board of directors by resolution adopted by a majority of the directors in office may designate and appoint an advisory board to be selected from members of the community who share an interest in psychoanalysis and in the purposes of the corporation and its activities.

X.2 Duties of Advisory Board

Advisory board members may be invited to attend meetings of the board of directors to inform themselves about the affairs of the corporation and to give such advice and counsel as the board of directors may from time-to-time request. The advisory board shall constitute a community and personnel resource to which the board of directors, the committees of the board of directors or the faculty may call for advice on matters involving the corporation and its activities. Advisory board members are encouraged to participate and to foster various special projects of the corporation, including, but not limited to symposiums, fund raising and public education.

X.3 Term

Advisory board members shall be appointed for two (2) year terms by the board of directors and shall be subject to reappointment at the discretion of the board. The advisory board shall consist of not more than twenty (20) members. At any time, the board of directors may, by resolution, expand or reduce the number of advisory board members.

X.4 Removal

An advisory board member may be removed by a three-fifths (3/5) vote of the board of directors whenever in its judgment the best interests of the corporation will be served thereby. An advisory board member may resign by filing a written resignation with the secretary, and the board of directors thereby will fill the vacancy.

ARTICLE XI: Obligations and Real Property

XI.1 Notes

Obligations and mortgages, notes, bonds and other obligations of the corporation, including mortgages on real property owned by the corporation, may be authorized by a majority vote of the directors present at a regular or special meeting of the board of directors.

XI.2 Disposal of Real Property

Real property of the corporation held for investment, endowment or annuity purposes may be disposed of by a majority vote of the directors present at a regular or special meeting of the board of directors.

ARTICLE XII: Administrative and Financial Provisions

XII.1 Fiscal Year

The last day of the fiscal year of the corporation shall be June 30.

XII.2 Loans Prohibited

The corporation shall make no loans to any officer or to any director.

XII.3 Corporate Seal

The board of directors may provide for a corporate seal, which shall have inscribed thereon the name of the corporation, the year and state of incorporation and the words “corporate seal.”

XII.4 Books and Records

The corporation shall keep at its registered office, its principal office in this state, or at its secretary’s office if in this state, the following: current articles and bylaws; correct and adequate records of accounts and finances; a record of officers’ and directors’ names and addresses; minutes of the meetings of the board and any minutes that may be maintained by committees of the board. Records may be written or electronic if capable of being converted to writing. Any director, or their agent or attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.

XII.5 Amendment of Bylaws and Articles of Incorporation

These bylaws may be altered/ amended or repealed by the affirmative vote of a two-thirds (2/3) majority of the board of directors at any regular or special meeting of the board. The articles of incorporation may be amended by the affirmative vote of two thirds (2/3) majority of the board of directors at a special meeting of the board of directors called for that purpose.

XII.6 Conflict of Interest

Each of the corporation’s officers and directors shall act at all times in a manner that furthers the corporation’s charitable purposes of education, research and service to the community and shall exercise care that they do not act in a manner that furthers their private interests to the detriment of the corporation’s charitable purposes. A conflict of interest can be considered to exist in any instance where the actions or activities of an individual on behalf of the corporation also involve the obtaining of a direct or indirect personal gain or advantage, or an adverse or potentially adverse effect on the interests of the corporation. The corporation’s officers and directors shall avoid conflicts of interest and otherwise fully disclose to the corporation any potential or actual conflicts of interest, if such conflicts cannot be avoided, so that such conflicts are dealt with in the best interests of the corporation. The corporation and all of its officers and directors shall comply with any policies of the corporation regarding conflicts of interest, as well as all requirements of Washington law regarding such conflicts, and shall complete any and all such disclosure forms as may be deemed necessary or useful by the corporation for identifying potential conflicts of interest. 

XII.7 Rules of Procedure

The rules of procedure at meetings of the board of directors of the corporation shall be the rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these bylaws, the Articles of Incorporation or with any resolution of the board of directors. 

XII.8 Nondiscrimination

The policy of the corporation is to admit individuals without regard to race, color, national and ethnic origin, gender or sexual orientation to all the rights, privileges, programs and activities generally accorded or made available at or by the corporation. The corporation does not discriminate on the basis of race, color, national and ethnic origin, gender or sexual orientation in administration of its educational policies, scholarship and loan programs, admissions policies or programs.