Good bedtime reading for insomniacs. Dry, torturous, legalistic verbiage. No one wants to spend time studying bylaws—until one of our perennial controversies comes along. Then the bylaws are the focus of intense scrutiny and impassioned interpretations. Ambiguities feed the flames, and proposed changes stir acrimonious debate.
Bylaws are the rules of the road in a democratic organization. They also govern the corporation that functions as a legal entity. Along with Robert's Rules of Order their intent is to ensure stability, structure, and clarity while providing for orderly, fair debate, and decision making. They need to be relevant, current, straightforward, and unambiguous. In many respects the current bylaws of the American Psychoanalytic Association don't altogether meet these standards.
Four years ago, APsaA's Committee on Bylaws was given the task of bringing the bylaws into compliance with New York's Not-for-Profit Corporation Law. An ad hoc task force of the Executive Council had worked with legal experts on bylaws and identified a number of instances in which our bylaws were not complying with the law. The Committee on Bylaws, which is appointed mutually by the president and the chair of the Board on Professional Standards and reports to both the Council and BOPS, was charged to redraft numerous sections of the bylaws to achieve compliance. The corrected bylaws were approved by the members in June 2008.
But the committee's work was not done. In the course of the revision, it had found many items that were confusing, redundant, inconsistent between different parts of the bylaws, out of sync with the way the Association operates, or totally anachronistic. After careful analysis the committee reported its findings to the Executive Council and BOPS in July 2009, and the committee was given the green light to go ahead with a major revision to correct the problems.
The Association contracted with a professional parliamentarian to work with the committee to achieve a product that would meet parliamentary standards of organization, clarity, and effectiveness in facilitating good governance. The work of A Great Meeting, Inc., has been invaluable in revising the APsaA bylaws.
The first step in achieving this remarkable product was to reformat the bylaws to make them much clearer and consistent with sound parliamentary principles and organization, without introducing any substantive changes other than eliminating redundant or confusing verbiage. After this draft was approved by the Executive Council and reviewed by BOPS in June, the Council authorized the committee to draft substantive changes that were necessary to eliminate anachronisms, inconsistencies, and confusing terminology.
Here are some examples of provisions in the current bylaws that are anachronistic, confusing, and/or totally out of keeping with the way APsaA works. None of the changes we recommend are likely to relate to the various controversies with which APsaA members are familiar.
The bylaws describe the office of vice president: APsaA does not have a V.P. and neither will the updated bylaws.
The bylaws allow up to five past presidents to serve with a vote on the Executive Council for a period of five years. The provision was written when the term of a president was one year. Now that the president's term is two years, it is more appropriate to reduce the number of past presidents on the Council to three.
The bylaws require that the annual meeting of APsaA be held in conjunction with the annual meeting of the American Psychiatric Association—which has not happened for at least eight years. Our membership now includes many people trained in other professions, not just psychiatry, and the timing of our meetings does not coincide. The proposed revision will be consistent with the current policy that APsaA chooses its own venue.
Some terms, such as “affiliate” and “center,” are used in several senses in APsaA so that the result is confusing. In the updated bylaws, affiliate members will now more accurately be named candidate members (a change desired and welcomed by the leaders of the candidate organization). The obsolete term, “approved training centers,” has been removed.
Certain procedures for directly, by mail, seeking the members' approval of an action remain seriously out of compliance with New York law. On the recommendation of the Association's attorney these have been brought into the context of a vote in person or by proxy in a meeting of members, as required.
Members may read the proposed revision in the Members' Section of the APsaA Web site at www.apsa.org/DraftBylaws. The committee welcomes comments and questions, directed to me, as chair, at naclemens@cs.com. Other members of the committee are Michael Gundle, Anton Kris, Paul Mosher, Malkah Notman, Warren Procci, and Robert Pyles. Sheila Hafter Gray, David Miller, Lynne Moritz, and Mary Scharold served on this hard-working committee at earlier stages of this process.
The Executive Council approved the bylaws revision and BOPS voted its support in January 2011. It will now be submitted to the membership for a vote. If the members agree by a margin of two-thirds of the votes cast in person or by proxy at the meeting of members which will take place no later than June 10, 2011, the streamlined bylaws will replace the current bylaws. Due to the need to have another election for treasurer, the exact date of the mailing is yet to be determined.
Norman A. Clemens, M.D., is chair of the Committee on Bylaws. He is a training and supervising analyst in the Cleveland Psychoanalytic Center and a Fellow of the Board on Professional Standards.