ARTICLES OF INCORPORATION

OF THE

FLORIDA PSYCHIATRIC SOCIETY, INC.

A DISTRICT BRANCH OF THE AMERICAN PSYCHIATRIC ASSOCIATION

ARTICLE I - NAME

The name of this organization is the Florida Psychiatric Society, Inc., A District Branch of the American Psychiatric Association. This organization was founded in 1946 as the Florida Neuropsychiatric Society.

ARTICLE II – PURPOSES AND LEGAL IDENTITY

Section 1. The purposes of the Florida Psychiatric Society are to foster the science and progress of psychiatry, in cooperation with and as a constituent part of the American Psychiatric Association; to serve as an influence toward the maintenance of high professional, clinical, educational, research and administrative standards; to provide appropriate services to the members of the Florida Psychiatric Society, and to assist the American Psychiatric Association in promoting its purposes, which are:

• to improve the treatment, rehabilitation, and care of persons with mental illnesses, developmental disabilities, and emotional disorders;
• to promote research, professional education in psychiatry and allied fields, and the prevention of psychiatric disorders;
• to advance the standards of all psychiatric services and facilities;
• to foster the cooperation of all who are concerned with the medical, psychological, social, and legal aspects of mental health and illness;
• to make psychiatric knowledge available to other practitioners of medicine, to scientists in other fields of knowledge, and to the public; and
• to promote the best interests of patients and of those actually or potentially making use of mental health services.
  

Section 2. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation and the Society shall not participate or intervene in any political campaign of any candidate for public office, including the publishing or distribution of statements.

Section 3. The Society is organized exclusively as a not-for-profit professional organization.  No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

ARTICLE III - MEMBERSHIP

The categories of membership in the Florida Psychiatric Society, and the qualifications for each, shall be consistent with those set forth by the American Psychiatric Association, and as defined in the Bylaws of the Society.

ARTICLE IV - TERRITORIAL JURISDICTION

The territorial jurisdiction of this district branch of the American Psychiatric Association shall be delimited by the geographical boundaries of the State of Florida.

ARTICLE V – COUNCIL

Election of Council Members: The manner of election of Council members shall be as provided for in the Bylaws.

ARTICLE VI - CHAPTERS

A Chapter of the Florida Psychiatric Society, consisting of not less than five (5) members residing in a contiguous geographic locality, may be formed as provided in the Bylaws.

ARTICLE VII - AMENDMENTS

Section 1. Proposals to amend the Articles may originate either (a) by a petition signed by 20 or more voting members, (b) by resolution of the Council or a Chapter, or (c) by the Articles and Bylaws Committee.

Section 2. A proposed amendment to the Articles shall be received by the Secretary not less than 45 days prior to the meeting at which such amendment shall be considered; the Secretary shall make available a copy of such amendment to each voting member not less than 30 days prior to such meeting.

Section 3. Approval by two-thirds (2/3) of the voting members present at a meeting shall be required for the adoption of a proposed amendment. If adopted, the amendment shall become effective as of that date or the date set forth in the amendment.

ARTICLE VIII - DISSOLUTION

In the event of termination or dissolution of the Society, its remaining assets shall be distributed to one or more organizations having purposes similar to the Florida Psychiatric Society.

BYLAWS OF THE

FLORIDA PSYCHIATRIC SOCIETY, INC.

A DISTRICT BRANCH OF THE AMERICAN PSYCHIATRIC ASSOCIATION

CHAPTER ONE - MEMBERSHIP

(1) General Provisions

Any physician who is a member of, or who is eligible to become a member of, the American Psychiatric Association, and who resides or practices within the territorial jurisdiction of the Society, shall be eligible for membership. Requirements and categories of membership in this Society shall be the same as those for membership in the American Psychiatric Association at the time of application and joint membership is required.
Amendment of the Articles or Bylaws shall not affect the status of persons who are members at the time of adoption.
The Board of Trustees of the American Psychiatric Association is the final judge of the acceptability of all candidates for membership.
Membership in the Florida Psychiatric Society shall not be held out to suggest professional competency which is not supported by training and experience.

(2) Voting Rights of Members

Voting members of the American Psychiatric Association shall also be considered voting members of the Florida Psychiatric Society.

CHAPTER TWO - MEMBERSHIP PROCESSING

(1) Initial Application

Application for membership shall be made on forms approved by the Board of Trustees of the American Psychiatric Association.
Applications for membership in the Florida Psychiatric Society shall be made in accordance with provisions established at that time by the APA Board of Trustees through its Membership Committee.
Membership actions will become effective after initial approval by the APA and with input from the Florida Psychiatric Society if provided within the specified time period.

(2) Transfers of Membership

When a member of the American Psychiatric Association establishes residence or practice in the territorial jurisdiction of the Florida Psychiatric Society, their membership shall be transferred to the Florida Psychiatric Society upon the recommendation of the Membership Committee of the Society. This will take place in accordance with policies and procedures adopted by the American Psychiatric Association. (Please refer to FPS Operations Manual.)

When a member of the Florida Psychiatric Society establishes residence or practice in the territorial jurisdiction of another District Branch, their membership shall be transferred to the new District Branch. Transfer requests shall be approved by the Society only for members who have paid dues for the current year and against whom no complaints or investigations are pending. Requests for transfer are processed on forms approved by the American Psychiatric Association. Upon approval of a transfer request, the form shall be forwarded with the member's permanent membership records to the new District Branch. All files shall be kept open until enrollment by the new District Branch is confirmed to the Florida Psychiatric Society. This will take place in accordance with policies and procedures adopted by the American Psychiatric Association.

A member who fails to respond to a request to transfer for one year shall be dropped from membership in the Florida Psychiatric Society, and the American Psychiatric Association shall be notified for corresponding action.

(3) Application of Fellows and Nomination of Distinguished Fellows     

Application of General Members for Fellow status is primarily the responsibility of the APA.  Nomination of General Members, Fellows, Life Members or Life Fellows for Distinguished Fellow status is primarily the responsibility of the Florida Psychiatric Society.  Election of Fellows and Distinguished Fellows is by the Board of Trustees of the American Psychiatric Association upon recommendation of the APA Membership Committee.

CHAPTER THREE - RESPONSIBILITIES OF MEMBERS

(1) All members of the Florida Psychiatric Society shall be bound by the ethical code of the medical profession, specifically defined in the Principles of Medical Ethics of the American Medical Association, with Annotations Especially Applicable to Psychiatry.

(2) Every member of the Florida Psychiatric Society shall pay those dues and assessments as determined by the Council and approved by the membership.  The dues for each membership category shall be the same percentage of the highest dues rate of the Society as the percentage of the highest dues rate of the American Psychiatric Association applicable to that membership category.  Members who are exempt from paying dues to the American Psychiatric Association shall also be exempt from paying dues to the Florida Psychiatric Society.

(3) Any dues paying member of the Society who fails to pay all dues and assessments required hereby shall forfeit his or her membership in the District Branch and the American Psychiatric Association. Notice of such forfeiture should be made in writing to the member, the Treasurer, and the American Psychiatric Association after the member is in arrears for one full calendar year. The Secretary shall notify the member by certified mail that the member will forfeit their membership if the arrearage is not received in full by a specified date. The letter from the Secretary to the member shall inform the member of the conditions under which the member may be exempted from payment of dues or assessments or may be granted a reduction of dues. If payment in full or an appeal for exemption or reduction of dues has not been received by the specified date, the Secretary of the Society shall notify the member of the loss of membership in the Society and shall notify the APA of this action. Thereafter, such former member may apply for membership in accordance with Chapter Two of the Bylaws.

(4) A member delinquent in paying dues or assessments for more than one year is not in good standing. When a member not in good standing resigns his or her membership, dues owed at that time must be collected or waived prior to reinstatement or recommendation of approval for transfer of membership to another district branch.

(5) Resignation or loss of membership in either the Florida Psychiatric Society or the American Psychiatric Association for any reason shall entail loss of membership in both.

CHAPTER FOUR - MEETINGS

The Annual Meeting shall be held in the spring as late as practical but before the Annual Meeting of the American Psychiatric Association. There also shall be a Fall Meeting. The time and place of these meetings shall be determined by the Council. Notice of each meeting shall be provided not less than sixty (60) days prior to such meeting. Special meetings may be called with at least thirty (30) days’ notice by the President, President-Elect, or upon the request in writing of a majority of the Council or 25 voting members.

CHAPTER FIVE – COUNCIL AND EXECUTIVE COMMITTEE

(1) Consistent with policy established by the membership, the Florida Psychiatric Society shall be managed by a Council, composed of the President, President Elect, Vice-President, Secretary, Treasurer, the Immediate Past-President, the Representatives to the Assembly of the American Psychiatric Association, the presidents of the chapters of the Florida Psychiatric Society, a Resident-Fellow Member, and six (6) Members-at-large.

(2) An Executive Committee composed of the President, President Elect, Vice President, Secretary, Treasurer, and Immediate Past President shall conduct the affairs of the Florida Psychiatric Society between meetings of the Council, always consistent with precedent established thereby.

(3) The Council shall exercise all the powers of the Society that are not otherwise assigned and perform all acts consistent with the Articles and Bylaws that may be needed to carry out the purposes and resolves of the Society, and which are not in conflict with the Bylaws of the American Psychiatric Association.

(4) The Council shall meet twice a year at the Annual and Fall Meetings of the Society. The Council may meet during the interim at the discretion of the President or by petition of 25 voting members of the Society or by seven (7) voting members of the Council. Eight (8) voting members of the Council shall constitute a quorum. A Chapter President may be represented at a meeting only by the holder of a certificate authorizing representation at such a meeting.

(5) At the Fall Meeting the Council shall recommend to the members a budget for the succeeding fiscal year. The budget shall be adopted by a majority of the voting members present at the business section of that meeting. Any adjustment in dues of less than or equal to five percent may be approved by the Executive Committee. Any greater adjustment shall require approval of a majority of the voting members present at any meeting. Any non-budgeted expense in excess of $1,000.00 must be approved by the Council.

(6) The Council shall establish policy and provide oversight for Society publications and delegate editorial responsibility to the Editorial Board.

CHAPTER SIX - ELECTED OFFICIALS

(1) Only voting members shall be eligible for nomination and election to the following positions.

(2) Responsibilities of officers

• The President shall be the chief executive officer of the District Branch and shall carry out all orders and resolves of the Council and the membership. The President shall preside at all meetings of the membership and of the Council and shall otherwise perform such duties as are customary for presiding officers.

• The President-Elect, in the absence of the President, shall perform the duties of the President. The President-Elect shall enter upon the office of President without further election. The President-Elect shall assist the President by acting as coordinator of all committee functions.

• The Vice-President shall perform the duties assigned or delegated by the President with the approval of Council and shall be in charge of chapter liaison and development.

• The Secretary shall keep a record of the proceedings of all meetings of the Society and the Council; keep a list of the members; notify officers and members of committees of their election or appointment and certify all official records.

• The Treasurer shall receive, disburse, account for, and manage all monies of the Society under the general direction of the Council. The Treasurer shall submit a financial statement each year to the Council and to the membership at the Annual Meeting and the Fall Meeting. The Treasurer shall be bonded in an amount to be determined by the Council.
  

(3) Other elected officials

• The APA Assembly Representatives shall represent the Florida Psychiatric Society in the Assembly and/or its subgroups, at all official meetings of the American Psychiatric Association, and report back to the Florida Psychiatric Society. Representatives to the Assembly shall serve terms of three (3) years.

• Six Members-at-Large, each elected for a two-year term

• One Resident-Fellow Member, serving a one-year term, shall assist the Officers in performing the duties of the Council. 

(4) When communicating with the public regarding policies and positions of the Society all officers and designated representatives shall confine themselves to affirmation of the position statements of Florida Psychiatric Society. The enunciation of any other policy or position on behalf of the Society shall require specific, prior approval of the Council of the Society.

(5) All officials shall enter upon their duties at the close of business on the last day of the Annual Meeting of the American Psychiatric Association following their election, and with the exception of the Representatives to the American Psychiatric Association Assembly and Councilors, shall continue in office for one year, or until their successors are duly elected and qualified.

CHAPTER SEVEN - ELECTION OF OFFICIALS

(1) Election. It is the intent of the Florida Psychiatric Society to have contested elections for all officials.  The election shall occur prior to the annual meeting of the American Psychiatric Association. Ballots shall be distributed by a means to be approved by the Council. All officials shall be voting members of the Society and shall stand for election in the following manner:

• The Leadership Development and Nominating Committee shall present a slate of candidates for each official position at the Fall Meeting. Favorable consideration for nomination shall be given to Fellows, Distinguished Fellows, Life Fellows and Distinguished Life Fellows. Any voting member may make a nomination from the floor for any office at the Fall Business Meeting.

• Nominations must be accepted by the proposed nominee at that meeting. Nominations shall be closed following all nominations from the floor.

• Within 45 days after the time for nominations has closed, the Secretary shall distribute the ballot to all voting members. The ballot shall contain all nominations. Only ballots received by the 75th day after the Fall Meeting shall be tabulated.\

• The Tellers Committee shall count the votes and certify the election results. Preferential voting for officers is used when there are more than two candidates for an office. Plurality voting is used when there are only two candidates for an office; the contest between two candidates is decided by majority vote. In the event of a tie vote, the election will be decided by a vote of the Executive Committee with the President abstaining.

(2) Recall of an official. An action for recall of an officer or any member of the Council may be initiated by a petition signed by 25 voting members of the Society or by a majority of the members of Council. The petitioners shall set forth the reasons for initiating the petition and this shall be forwarded to the Secretary with a copy to the censured officer. A ballot shall then be distributed to the voting membership and shall constitute a valid vote if received by the Secretary no later than 30 days after its issuance. Recall shall be effected if two-thirds (2/3) of the membership so indicates, as certified by the Secretary.

(3) Vacancies in office - If the Council finds that the President is unable to function in office, the Council shall select the President-Elect to act for the President for the period of disability. In the event of the resignation or death of the President, the President-Elect shall become President for the remainder of the term.
If the Position of President-Elect becomes vacant during the term, the Vice President shall serve as President-Elect and shall be installed as President at the next Annual Meeting.
If any other office becomes vacant the Council shall select a voting member of the Society to serve in the office for the remainder of the term.

CHAPTER EIGHT - COMMITTEES

(1) Standing Committees. The Standing Committees of the Society shall be: Ethics, Membership, Leadership Development and Nominating, Articles and Bylaws, Budget, Programs and Meetings, Continuing Medical Education and Professional Development, Disaster Preparedness, Oversight and Tellers. Unless otherwise specifically provided herein members of these committees shall be appointed for terms of three years with no more than three members retiring each year. Standing Committee size shall not exceed nine (9) members. The term of Resident-Fellow Member committee members shall be one year.

(2) Appointment to Standing Committees. Except as otherwise provided the President-Elect shall present to the Council a slate of nominees for Standing Committee membership for the next year at the Annual Meeting prior to the President-Elect's succession to the office of President or at the following Leadership Conference; the Council shall concur in the appointment of the nominees except for good cause shown.

(3) The President may appoint such other committees and task forces as necessary to carry out the purposes of the Society, which committees and task forces shall terminate at the end of the next Annual Meeting.

(4) The President shall appoint the Chair of all committees.

(5) Specific Standing Committee Composition

• The Membership Committee shall consist of five (5) general members, plus three (3) Resident-Fellow Members from different residency programs in Florida.

• The Leadership Development and Nominating Committee shall be composed of nine members, including at least one member of Council, at least two Past Presidents and at least two General Members, and shall be appointed by Council.

• The Teller's Committee shall consist of three (3) members.

• The Continuing Medical Education and Professional Development Committee shall consist of no less than six members. The Continuing Medical Education and Professional Development Committee shall plan and implement regularly scheduled scientific programs in coordination with the Programs and Meetings Committee, based on formal, ongoing needs assessment. There shall be a specific annual budget allocation for continuing medical education activities.

• The Treasurer shall be a voting member of the Budget Committee.

• The Oversight Committee shall consist of the President, President-Elect, Immediate Past President and the two next most recent past presidents willing to serve. Members will be appointed to a five-year term that commences on election to the office of President-Elect. If a vacancy occurs, it will be filled with the most recent Past President willing to serve.

(6) There shall be a committee that shall serve as the Editorial Board. The Editorial Board shall implement designated policy development and oversight functions assigned by Council.

CHAPTER NINE - CHAPTERS

(1) The Florida Psychiatric Society shall recognize chapters in contiguous geographic areas.

(2) Recognition of Chapters
Five voting members of the Florida Psychiatric Society living in a contiguous geographic area may submit an application consisting of:

• The proposed Articles and Bylaws

• A petition signifying their intention to conduct chapter organization and business in accordance with the Articles and Bylaws of the Florida Psychiatric Society

• Definition of a specific territorial jurisdiction.

The Secretary of the Florida Psychiatric Society shall receive and submit the application to the Council of the Florida Psychiatric Society.

The Council of the Florida Psychiatric Society shall consider the application and make a report and recommendation to the membership of the District Branch at a regular or special meeting.
If approved by a majority of members present and voting, the organization will be recognized as a chapter of the Florida Psychiatric Society.

(3) Chapter Membership and Activity
All voting members of a chapter must be voting members of the Florida Psychiatric Society.

The chapter shall submit a report of its annual business meeting to the Vice President of the Florida Psychiatric Society.

Proposed amendments to the chapter Articles and Bylaws shall be submitted for review to the FPS Articles and Bylaws Committee.

(4) Complaint Procedure
A complaint concerning the function of a chapter of the Florida Psychiatric Society shall be made in writing to the Vice President of the Florida Psychiatric Society and signed by a voting member of the Florida Psychiatric Society.

The Vice-President shall review the complaint and report to the Council of the Florida Psychiatric Society for action.
If it is found that a chapter is not conducting its business in compliance with its Articles and Bylaws, the Council may recommend to the membership that recognition of that chapter be rescinded.

A two-thirds vote of members present and voting at a regular or special meeting of the Florida Psychiatric Society shall be required to rescind Florida Psychiatric Society recognition of a chapter.

CHAPTER TEN - COMPLAINT PROCEDURE AND DISCIPLINARY ACTION

(1) All members of the Florida Psychiatric Society shall be bound by the ethical code of the medical profession, specifically as defined in the Principles of Medical Ethics of the American Medical Association as annotated by the American Psychiatric Association.

(2) Any member who has been adjudged guilty of a criminal offense involving moral turpitude, of gross misconduct as a physician or citizen, or who practices medicine in a manner not commensurate with the standards of the medical profession in their community, or who violates any of the provisions of the Bylaws of this District Branch, shall be liable to censure, suspension, expulsion or other discipline.

(3) A complaint concerning the behavior of a member of this District Branch shall be in writing, directed to the President and signed by the complainant. The President upon clarifying, if necessary, the nature of the complaint, shall refer the complaint to the appropriate committee.

(4) If the complaint is of unethical conduct, it shall be processed according to the Procedures for Handling Complaints of Unethical Conduct of the American Psychiatric Association.

(5) Within this District Branch, the Ethics Committee shall have primary responsibility for evaluating and investigating complaints and recommending action.

(6) The Ethics Committee may initiate investigations into the conduct of any member that appears inconsistent with the ethical code.

CHAPTER ELEVEN – PROCEDURE

Except as otherwise provided in the Articles and Bylaws of the Florida Psychiatric Society, the conduct of proceedings of the Florida Psychiatric Society shall be governed by The Standard Code of Parliamentary Procedure by Alice Sturgis.


CHAPTER TWELVE - QUORUM

A quorum of the Florida Psychiatric Society shall be twenty-five (25) active members. A quorum of Council shall be a majority of that body.


CHAPTER THIRTEEN - SEAL

The Society shall maintain a corporate seal upon which shall be inscribed the name of the corporation, the year of its organization, and the words "Corporate Seal, State of Florida." The Society may alter the seal and prescribe its use.

Use of the name and seal of the Florida Psychiatric Society is restricted to the official activities and procedures of the Society


CHAPTER FOURTEEN - AMENDMENTS TO THE BYLAWS

Amendments to the Bylaws shall be proposed in the same manner as are amendments to the Articles (Article VII), except that approval by a majority of those present at a meeting at which such proposal may be considered shall be required for adoption of the proposed amendment.

Revised October 25, 1988
Revised April 7, 1989
Revised October 26, 1991
Revised October 16, 1993
Revised October 15, 1994
Revised April 20, 1996
Revised November 1, 1997
Revised April 7, 2000
Revised April 20, 2001
Revised April 27, 2007
Revised April 30, 2010
Revised September 19, 2014
Revised April 13, 2018
Revised September 20, 2019
Revised April 21, 2023