nesttd-tent.jpg 

 New England Society for the 
Treatment of Trauma and Dissociation

 

 

By-Laws

 

 New England Society for the Treatment of Trauma and Dissociation

(NESTTD)

Article I

Identification

Section 1. Name. The name of this corporation shall be the New England Society for the Treatment of Trauma and Dissociation, Inc.  Hereinafter it shall be referred to in this document as the Society.

Section 2. Incorporation.  The Society is incorporated under the provisions of the General Laws of the Commonwealth of Massachusetts, C.180, as a non-profit organization exempt from Federal income tax under Section 501(c) (6) of the Internal Revenue Code of 1954. 

Section 3. Geographic Boundaries.  The Society’s geographical area shall include the States of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont.

Article II

Guiding Principles

In furtherance of its mission and corporate purposes, the Society will work to promote education, training and regional professional development; to encourage writing and research; and to provide a forum for networking and a collegial community among clinicians, researchers, and other professionals interested in the identification, treatment and prevention of dissociative disorders and trauma related conditions.

Article III

Membership

Section 1. Classes of Membership.  There shall be three classes of membership of the Society:  Full Members, Student Members, and Life Members.     

Section 2. Full Members.

(a) Eligibility.  A member must be a licensed or certified mental health professional or practice under the supervision of a licensed professional, or be a professional involved primarily in research, education, or public health activities in an area related to trauma and dissociation to be eligible for membership.  

(b)  Types of Full Members:  (1) Regular Members; (2) Agency Members (employed full-time by an agency); (3) Retired Members.  Dues for all categories of Full Members are set by the Board.  Agency and Retired Members pay a reduced rate.

(c) Rights and Privileges.  Full members in good standing may participate fully in the affairs of the society by such activities as attending meetings of the membership; voting in all elections of officers and directors, on proposed amendments to the bylaws as provided in Article XII, following, and on any other matters that the Board of Directors determines shall be decided by the membership; serving on and chairing committees; and holding any elected office.

Section 3. Student Members.

(a) Eligibility. A student member must be enrolled in a program of graduate study leading to a degree in a field described under Full Membership to be eligible for membership.  This membership is held on a year-to-year basis and requires annual substantiation of student status.

(b) Rights and Privileges.  Student members in good standing may participate in the affairs of the Society by such activities as attending meetings of the membership and serving on but not chairing any standing committees.  Under special circumstances, the Board may appoint a student to chair an Ad Hoc Student Committee.  Student members may not vote or hold office.

Section 4. Life Members.

(a) Eligibility. A Life Member is an individual who has served as President or has (as determined by vote of the Board) rendered distinguished service to the Society or to the study, research, or treatment of trauma and dissociative disorders. 

(b) Rights and Privileges. Life Members may participate in the affairs of the Society by such activities as serving on or chairing an ad hoc committee and serving on committees.  Active members of the Society who become Life Members will have the same rights and privileges as full members in good standing.  All Life Members may be exempt from dues.

Section 5. Methods of Application .

(a) Full Members and Student Members.  Admission to membership shall require approval of a completed membership application and payment of annual dues.

(b) Life members. Past presidents of the organization automatically attain the status of Life member.  In addition, any individual who is a member of the Society may recommend to the Membership Committee nominations for Life Member.  The recommendations of the Membership Committee shall be submitted to the Board of Directors.  A two-thirds vote of the whole Board of Directors shall be required for approval.

Section 6. Membership Subject to By-laws All members, by accepting such status, have accepted and agreed to the current By-Laws of this Society.

Section 7.  Authority of the Board of Directors.  The Board of Directors shall have final authority to approve or disapprove any membership application and to resolve any question of entitlement for membership, or for continued membership, that may arise.  The Board shall also have the authority to confer membership on individuals otherwise not eligible, who have demonstrated commitment to the purposes of the Society.

Section 8. Dues.

(a) Membership Year.  The membership year of the Society shall begin on July 1 of each year and end on June 30 of the following year.

(b) Amount of Dues.  The amount of dues for each membership category shall be established by a majority vote of the Board of Directors.

(c) Termination of membership.  For all dues-paying members, when dues have not been paid by the first Educational Workshops of the year, membership will be automatically terminated.

Section 9.  Resignation.  Any member may resign at any time by giving notice of his or her resignation in writing to any officer or director of the corporation. 

Section 10.  Removal.  Subject to the authority of the Board of Directors pursuant to Article III, Section 7 above, any member may be removed at any time without cause by a majority vote of the membership. 

                                                                      Article IV

Meetings of the Membership

Section 1. Educational Workshops.  There shall be at least four Educational Workshops of the Society each year in which education appropriate to the purposes of the Society will be offered.

Section 2. Annual Meeting The Annual Meeting of the membership shall be held during the last Educational Workshop of the fiscal year.  In the event the annual meeting is not held on said date, a special meeting in lieu of the annual meeting may be held with all the force and effect of an annual meeting.  The Annual Meeting shall include elections.

 

Section 3. Special Meetings.  Special meetings of the Membership shall be called by the Secretary or by any other officer, upon request of the Board of Directors or upon written application of any member or members entitled to vote thereat.  In case none of the officers is able and willing to call a special meeting, the Supreme Judicial or Superior Court, upon application of said member or members entitled to vote thereat shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law.

Section 4. Notice and Place.  Notice of time, place and purposes of any annual or special meeting of the membership shall be sent to all members not less than fifteen days prior to said meeting.  All meetings of the membership shall be held at such place within the United States as shall be named in the notice.

Section 5. Quorum. Five members of the Board of Directors, including at least two officers, and ten percent of the voting membership shall constitute a quorum for the transaction of business at any Annual or Special Meeting of the members.  When a quorum is present, the affirmative vote of a majority of the members entitled to vote who are present in person or by proxy will be sufficient to elect officers and members at large of the Board of Trustees and to the decision of any question brought before the meeting unless a larger vote is required by law. 

Section 6.  Proxy Voting.  Members may vote by written proxy dated not more than six months before the meeting named therein, which shall be filed with the Secretary before being voted.

Article V

Board of Directors

Section 1. Powers and Duties.   The Board of Directors shall have the following powers and duties:

(a)    to direct the enactment of the purposes of the Society;

(b)   to review and assess the affairs of the Society;

(c)    to be responsible for the business and financial affairs of the Society;

(d)   to appoint and dissolve all committees, except as herein provided for; to stimulate the activities of all committees; to coordinate the work of related committees of the Society; and to act on recommendations of such committees;

(e)    to plan for the advancement of the Society’s activities and welfare;

(f)    any such other powers and duties afforded by law, the Articles of Organization, or these by-laws.

Section 2. Composition.  The management of the Society and all of its affairs shall be entrusted to a Board of Directors consisting of as many as five Directors who are elected Members at Large and five Directors who are designated as Officers.  The Officers are: the President, President-elect, Past President, Secretary, and Treasurer.  In any given elected term, the Board may approve two candidates running for a shared office, provided this does not change the total number of Board Members.  The Board may also choose to create additional seats on the Board, or to reduce the number of seats consistent with the requirements of these bylaws.

Section 3. Qualifications. Directors shall be chosen with a view toward maintaining a balanced Board of Directors, having in aggregate the kinds of skills and experience which can contribute to the purpose and mission of NESTTD.  Each director shall be a member of the Society and must be in a position to attend Board meetings, to serve on committees, to devote a reasonable amount of time to the affairs of the society, and to become and remain acquainted with current developments.

Section 4. Election. 

(a) The President-elect, the Secretary, the Treasurer and the Members at Large of the Board of Directors shall be elected by ballot by the voting membership of the Society. The Board shall administer and conduct an annual election for Officers and Directors-at-Large whose terms are due to expire. The election shall take place during the annual meeting of the members or when a special election is warranted.   The President, Treasurer, Secretary/Clerk, any other Officers and Members at Large of the Board of Directors shall hold office until the next Annual Meeting of the Members and until their respective successors are chosen and qualified, unless a different term is specified in the vote choosing or appointing them. 

(b) The Board of Directors will ensure that every eligible member is notified of the election and has an opportunity to vote.  Voting members shall be entitled to one vote for one candidate or pair of candidates for each elective office and to one vote for any other issue submitted by the Board of Directors. A ballot and a proxy voting form shall be mailed or emailed to each voting member at least three weeks, but no more than 6 months, prior to the date of the annual meeting.  Candidate statements and a ballot form shall be made available to each voting member by mail or email in advance of the vote, but no more than 6 months prior to the date of the annual meeting. Members shall be given no less than two weeks to return their voting forms to Nominating Committee.  Members who have not returned ballots prior to the annual meeting may be given an opportunity to acquire and submit a ballot at that meeting.  The Nominating Committee will tally the votes. The President, via web site, Newsletter or any other method that ensures distribution to all members, shall announce the election results.

Section 5. Terms.  The terms of the President, President-elect, Secretary, and Treasurer shall be hereinafter provided in Article VI, Section 2.  The terms of the Members at Large are two years.  All terms shall follow the fiscal year, and new Directors will begin their terms on July 1.  Elections will be staggered so that no more than three new members at large are elected each year.  If vacancies occur that result in elections of more than three Members at large, the Board will decide the format in which to stagger the terms.

Section 6. Vacancies.  If a vacancy exists in an unexpired term of Secretary, Treasurer or Member-at-Large, the Board of Directors shall fill such vacancy by appointment of a successor for the duration of the term.  Such appointment shall require a majority vote of the Board of Directors, including two officers.  If a vacancy exists in an unexpired term of President, the President-elect (or Past President during a period when there is no current President-elect, i.e., during the first year of a President’s term) will become President and the Nominating committee shall be directed by the Board of Directors to present names of eligible candidates for a President -elect, and a special election shall be held.  If a Past President is unable to complete his or her term, the Board may, by consensus, fill the vacancy by (a) appointing an additional member at large for the remainder of the term or (b) holding a special early election for President-elect, who in that case shall assume the Past President’s duties.

Section 7.  Resignation.  Any member of the Board of Directors may resign at any time by giving notice of his or her resignation in writing to any officer or director of the corporation. 

Section 8.  Removal.  Any member of the Board of Directors may be removed without cause by a 2/3 vote of the Board. 

Section 9 . Meetings and Notice.  The Board of Directors shall meet at least twice a year. Times and place of meeting shall be established by general consensus of the Board.  Special meetings of the Board will be called by the Secretary upon the order of the President or upon the written request of three members of the Board.   Notice of time, place and purposes of any regular or special meeting of the Board shall be sent to all members not less than seven days prior to said meeting.  Unless otherwise provided by law or the Articles of Organization, Directors may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. Participation in a meeting pursuant to the foregoing sentence shall constitute presence in person at such meeting.

Section 10. Quorum.  A majority of the Board of Directors, including two officers, shall constitute a quorum at any meeting of the Board.  When a quorum is present, the majority vote of those present and voting shall be necessary and sufficient to the decision of any question brought before the meeting.  

Section 11 . Action without a Meeting.  Any action by the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the Directors then in office and filed with the records of the meetings of the Board of Directors.  Such consents shall be treated as a vote of the Board of Directors for all purposes.

Section 12 . Presiding Officer The President of the Society shall preside at meetings of the Board of Directors, or in his/her absence, the President-elect (Past President when there is no current President-elect), or in his/her absence, the Secretary, or in his/her absence, the Treasurer. 

                                                                     Article VI

                                                                      Officers

Section 1.  Officers.  The officers of the Society shall consist of the President, President-elect, Past President, Secretary, Treasurer, all elected as provided in Article V, Sections 2 & 4, and such other offices and co-offices as the Board of Directors may from time to time approve.

Section 2. Terms. The term of office for the President shall be two years and he/she may not succeed him/herself in this office.  The President-elect shall have a term of one year, coinciding with the second year of the President’s term, and shall then succeed to the office of President upon completion of the President’s term.  The term of Past-President shall be the two years following his/her term as President.  The terms of office of the Secretary and Treasurer shall be two years, and these office holders may be re-elected after completing their terms, without term limits.

Section 3. Powers and Duties The officers shall have the powers and perform the duties customarily belonging to their respective offices including the powers and duties listed below:

(a) The President shall preside at all meetings of members and act as Chair of the Board of Directors and the Executive Committee.  The President shall exercise general supervision over the affairs of the Society and ensure that all business of the Society occurs in accordance with the by-laws; shall appoint chairs of standing committees as herein or later provided for; shall be an ex-officio member of all committees; and shall perform such other duties as are incident to his/her office or may be properly required of him/her by actions of the members or of the Board of Directors at duly constituted meetings.  The President may delegate specific duties to the President-elect, Past President, or other officers.

(b) In the absence or incapacity of the President, the President-elect (Past President when there is no current President-elect) shall have the powers and perform the duties of the President. Vacancies will be filled and Presiding Officer determined as provided in Article V, Sections 4 & 12.

(c) The Secretary is responsible for overseeing all official correspondence of the Society, the custody of the records of the Society, the recording of the proceedings of all meetings of the Board of Directors and Executive Committee, and the reporting of the minutes of these meetings.

(d) The Treasurer or his or her designee shall receive all monies due to the Society and shall disburse such sums as are necessary to meet lawful indebtedness incurred and authorized by vote of the members or by the Board of Directors.  He/she shall have custody on behalf of the Society of all funds and securities of any type and shall deposit the same in the name of the Society in such bank or banks as the Board of Directors may direct.  He/she shall have custody of all property of the Society and shall hold the same subject to the order and direction of the Board of Directors.  With the advice and consent of the Board of Directors, he/she shall have the power Board of Directors’ direction, arrange to have the Society’s accounts examined by an outside auditor. The Treasurer will be responsible for communication with the Society’s accountant, and for arranging the filing of the Society’s income tax status and any income tax returns with the State and Federal Governments.  The Treasurer shall report on the financial status of the Society at each Board of Directors meeting. The Treasurer shall perform such other duties as are incident to the office or may be properly required by action of the members or of the Board of Directors.

Article VII

Committees

Section 1. Procedures for Appointment.

(a) Chairpersons and Co-chairpersons.  All Chairpersons of Standing Committees, with the exception of the Finance Committee, shall be appointed by the President and confirmed by a majority vote of the Board of Directors to a term of two years, which may be renewed.  The Treasurer serves as chairperson of the Finance Committee.

All chairpersons of Ad Hoc Committees shall be appointed by the President and confirmed by a majority vote of the Board of Directors for a term in keeping with the task of the Committee.  Such term shall not extend past the President’s term in office unless otherwise noted as in this Article VII, Section 2(b).

In the case of resignation or death of a Committee chairperson, the President shall appoint a successor immediately.  The President shall serve as Chairperson of the Board of Directors and the Executive Committee and shall serve as an ex officio member of all Standing and Ad Hoc Committees.

(b) Committee Members.  The Chairperson of the Committee, with the exception of the Nominating Committee, shall recommend members of standing committees and ad hoc committees to the Board of Directors for appointment.  Committee appointments shall be confirmed by a majority vote of the Board of Directors members present and voting.

Candidates for the Nominating Committee will be identified by the Board of Directors and confirmed by a majority vote of the Board.

                                                                       Article VI

                                                                         Officers

Section 1.  Officers.  The officers of the Society shall consist of the President, President-elect, Past President, Secretary, Treasurer, all elected as provided in Article V, Sections 2 & 4, and such other offices and co-offices as the Board of Directors may from time to time approve. 

Section 2. Terms. The term of office for the President shall be two years and he/she may not succeed him/herself in this office.  The President-elect shall have a term of one year, coinciding with the second year of the President’s term, and shall then succeed to the office of President upon completion of the President’s term.  The term of Past-President shall be the two years following his/her term as President.  The terms of office of the Secretary and Treasurer shall be two years, and these office holders may be re-elected after completing their terms, without term limits.

Section 3. Ad Hoc Committees.  The President shall appoint Ad Hoc committees as deemed necessary to carry out the affairs of the society.  The term of the office of the Chairperson and members of such committees shall expire with the term of the office of the President who appointed them, unless they are reappointed for continuation of their function by his/her successor.

Article VIII

Fiscal Year

The Fiscal year of the Society shall begin on July one of one year and end on June 30 of the following year.

Article IX

Conflict of Interest and Indemnification

            The Society’s conflict of interest and indemnification provisions are set forth in the Society’s Articles of Organization, Section IVA.   The Board may adopt further conflict of interest and indemnification policies consistent with the Articles of Organization and the requirements of law.

Article X

Use of Funds and Distribution of Property on Dissolution

            The Society’s use of funds and dissolution provisions are set forth in the Society’s Articles of Organization, Section IVA.  The Board may adopt further use of funds and dissolution policies consistent with the Articles of Organization and the requirements of law.

Article XI

Restrictions Regarding Political Activities

            The Society’s restrictions regarding political activities are as stated in the Articles of Organization, Section IVA.  The Board may adopt further policies addressing restrictions regarding political activities consistent with the Articles of Organization and the requirements of law.

Article XII

Amendments

These by-laws may be altered, amended, or repealed, in whole or in part, by the Directors.  Any such change of a by-law by the Directors as provided for in this Article shall be confirmed (or rejected) by a majority vote of the members present and voting at any meeting, the notice of which contains a statement of the proposed alteration or amendment.  Notwithstanding the above provisions of this Article XII, any amendment, alteration, or repeal of a bylaw by the Directors as provided for in this Article shall be valid and given full force and effect unless and until acted upon by the membership.

Article XIII

               Effective Date              

            These bylaws were amended by vote of the Board of Directors and a majority of the membership present at a Quarterly Meeting on December 3, 2011, in conformity with the Society’s By-laws, as amended, and are effective until further amended as provided in ARTICLE XII above.

-These bylaws were last amended August 12, 2014-

 

Appendix

Committee Descriptions

1.                  Executive Committee. 

2.                  Nominating Committee

3.                  Program Committee

4.                  Membership Committee

5.                  Outreach & Publicity Committee 

6.           Finance Committee

____________________________________________________

1.      Executive Committee

Composition: The Executive Committee shall be composed of the President, President-elect, Past-President, Secretary and Treasurer.  Employees of NESTTD will serve as resources to the Executive committee.

Chairperson: The President will serve as the Chair of the Executive Committee

Duties:  The tasks of the Executive committee are to review and assess the affairs of the Society and to guide, oversee, and coordinate the activities of the Board of Directors and of the Committees of the Society including:

1.                  Managing time sensitive issues;

2.                  Doing business, subject to approval of the Board;

3.                  Handling, either directly or by appropriate delegation, confidential or sensitive matters relating to the Society;

4.                  Formulating proposed projects and policies for deliberation by the Board;

5.                  Managing the business of understaffed committees;

6.                  Addressing any such other matters as may be delegated by the Board of Directors.

The Executive committee has the responsibility to make recommendations to the Board of Directors but does not have policy-making powers.  The Executive Committee, or subgroup thereof, as approved by the Board of Directors, shall meet at regular intervals as deemed necessary to coordinate the smooth functioning of the Society.

2.      Nominating Committee

Composition: The Nominating Committee will consist of a Chairperson, as well as interested members, who may or may not be current officers.  Committee members who are not Directors will attest to, and be bound by, the same duties of due care, loyalty, and confidentiality as Directors.

Chairperson: The Past President will serve as Chair of the Nominating Committee

Duties: The Nominating Committee has the responsibility for identifying and considering available candidates for the Board of Directors, ascertaining the willingness of the proposed nominees to serve, and presenting to the membership a slate of candidates.  Members of the committee are not precluded from consideration as candidates, but must abstain from committee discussions of their own nomination. 

3.      Program Committee

Composition: The Program Committee will consist of a Chairperson, as well as interested members. Committee members who are not Directors will attest to, and be bound by the same duties of due care, loyalty, and confidentiality as Directors.

Chairperson: The Program Committee Chairperson shall be appointed by the President and confirmed by a majority vote of the Board of Directors to a term of two years, which may be renewed.

Duties: The Program Committee is responsible for identifying potential workshop presenters and dates, and interfacing with presenters to gather program content, program needs, and any other materials needed to conduct a combination of four half-day and full-day events throughout the Society’s membership year. The committee shall submit its plans to the Board of Directors for review each year and as needed.  The Program Committee is responsible for providing the Member Services Director with all program content in a timely manner for advertising to the public and Society membership, and for creating program materials for each event.

4.      Membership Committee. 

Composition: The Membership Committee will consist of a Chairperson, as well as interested members. Committee members who are not Directors will attest to, and be bound by the same duties of due care, loyalty, and confidentiality as Directors.

Chairperson: The Membership Committee Chairperson shall be appointed by the President and confirmed by a majority vote of the Board of Directors to a term of two years, which may be renewed.

Duties: The Membership Committee has the power and duty to evaluate and make recommendations to the Board of Directors regarding the applications for membership in accordance with the provisions of the by-laws.  The Membership Committee will seek and encourage applications from qualified persons and be responsible for overseeing the coordination of the administration of the educational programs.

5.   Outreach & Publicity Committee (OP)

Composition: The OP Committee will consist of a Chairperson, as well as interested members. Committee members who are not directors will attest to, and be bound by the same duties of due care, loyalty, and confidentiality as Directors.

Chairperson: The OP Chairperson shall be appointed by the President and confirmed by a majority vote of the Board of Directors to a term of two years, which may be renewed.

Duties:  OP is responsible for ensuring that information of NESTTD events is disseminated as widely as possible to individuals and agencies. The OP Committee will arrange meetings of OP Committee members to foster relevant opportunities to promote the visibility of NESTTD through the dissemination of brochures, program materials, etc.  The OP Committee will maintain a presence at Conference Information tables, when applicable, to promote membership, and elicit outreach to individuals, groups, professional institutions, and agencies to seek opportunities to promote the training of trauma and dissociation.

6.    Finance Committee 

Composition: The Finance Committee will consist of the Treasurer and the Member Services Director as well as any one else the Board chooses to appoint. Committee members who are not directors will attest to, and be bound by the same duties of due care, loyalty, and confidentiality as Directors. Should NESTTD employ a CFO, or senior financial manager, the CFO shall be a non­voting member of this committee. 

Chairperson: The Treasurer shall be the Chair of the Finance Committee as stipulated in the By­laws.

Duties – The Finance Committee shall be responsible for development of sound financial plans for adoption by the Board of Directors, as well as generally supervising the financial affairs of NESTTD.  To the extent a review report or annual audit is determined by the Board to be necessary or desirable, the Committee shall recommend to the Board of Directors the independent public accountant to be retained to conduct the examination of the financial books and records of NESTTD, shall review with such auditor the scope of the review report or annual audit, shall review with such auditor the results of such review report or annual audit, and shall report thereon in connection with the Board of Director’s audit review process.

The Committee shall (a) review NESTTD’s projected financial requirements; (b) evaluate and recommend the adoption of the annual budget; (c) maintain controls over expenditures through evaluation of periodic management and financial reports of NESTTD; (d) develop financial policies and plans for NESTTD and (e) report the financial position of NESTTD to the Directors at each regular meeting of the Board; (f) ensure that NESTTD’s annual state and federal financial reports, including the IRS Form 990, are reviewed by the Board of Directors prior to filing, and (g) carry out such other tasks as the Board of Directors may specified.

NESTTD  PO Box  153
Ashland, MA 01721

Phone: 508-964-2234
Copyright 2017 NESTTD
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