BYLAWS OF THE
INTERNATIONAL ASSOCIATION FOR
PSYCHOANALYTIC SELF PSYCHOLOGYARTICLE I
Offices
The International Association for Psychoanalytic Self Psychology (hereinafter “IAPSP” or“the Corporation” shall continuously maintain in the State of Illinois a registered office and aregistered agent whose business office is identical with such registered office and may have otheroffices within or without the state.

ARTICLE II
PurposeGeneral and Specific Purposes. The purpose of the Corporation is to foster and develop
continuing education in psychoanalytic self psychology as a science and profession throughmeetings and publications.
In the context of this general purpose, the more specific purposes are:(a) To help foster and develop continuing education in psychoanalytic self psychology as ascience and as a profession;(b) To organize and hold regular meetings, including annual conferences, to study andexplore questions and issues relating to psychoanalytic self psychology;(c) To provide a forum for the development of psychoanalytic theory and practice throughthe publication of significant contributions to the field of psychoanalysis in a journal
entitled Psychoanalysis, Self and Context.
(d) To publish an online journal and to conduct web seminars, courses, colloquiums andother online activities;(e) To maintain an archive of materials of historical significance to the development of
psychoanalytic self psychology; and(f) To establish a broad-based membership organization that offers membership to allindividuals interested in the preservation, dissemination and advancement of Self
Psychology.

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ARTICLE III
Construction and Definitions
Section 1. Construction and Definitions. Unless the context requires otherwise, the generalprovisions, rules of construction, and definitions in the Illinois General Not for Profit
Corporation of 1986, as that Act may from time to time be amended or succeeded, shall govern
the construction of these bylaws. Without limiting the generality of the preceding sentence, themasculine gender includes the feminine and neuter, the singular includes the plural, the plural
includes the singular, and the term “person” includes both a legal entity and a natural person.
Section 2. Dedication of Assets. This Corporation's assets are irrevocably dedicated to publicbenefit purposes. No part of the net earnings, properties, or assets of the Corporation, on
dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any
director or officer of the Corporation. On liquidation or dissolution, all properties and assets
remaining after payment, or provision for payment, of all debts and liabilities of the Corporation
shall be distributed to a nonprofit fund, foundation, or Corporation that is organized and operated
exclusively for charitable purposes and that has established its exempt status under Internal
Revenue Code section 501(c)(3).
ARTICLE IV
Membership
There are 2 categories of membership in the IAPSP. They are: a) Individual membership, andb) Institutional membership. Sections 1 through 19 below pertain to individual membership.
Sections 20 through 31 pertain to Institutional Membership.
Section 1. Members. Members of the Corporation shall be those persons who are dedicated to the
purposes of, and who timely pay dues to, the IAPSP. Any person who, upon adoption of thesebylaws, was a member in good standing of the International Association for Psychoanalytic Self
Psychology shall be deemed also to be a member in good standing of the Corporation.
Section 2. Rights of Membership. In addition, Members shall have all rights afforded Members
under the Illinois General Not for Profit Corporation of 1986, as that Act may from time to time
be amended or succeeded.
Section 3. Members’ Dues, Fees and Assessments. Each Member must pay, within the timeand on the conditions set by the Executive Board of the Corporation, (“Board”) the dues, fees,
and assessments in amounts to be fixed from time to time by the Board.
Section 4. Members in Good Standing. Members who have paid the required dues, fees, andassessments in accordance with these bylaws and who are not suspended shall be Members ingood standing.
Section 5. Termination of Membership. Membership shall terminate on occurrence of any of
the following events:2

(a) Resignation of the Member;(b) Expiration of the period of Membership, unless such Membership is renewed on the
renewal terms fixed by the Board;(c) The Member’s failure to pay dues, fees, or assessments as set by the Board within sixty(60) days after they are due and payable;(d) Any event that renders the Member ineligible for Membership, or failure to satisfy
Membership qualifications; or(e) Termination of Membership under Section 7 below based on the good faith determinationby the Board, or a committee or person authorized by the Board to make such a
determination, that the Member has failed in a material and serious degree to observe therules of conduct of the Corporation, or has engaged in conduct materially and seriously
prejudicial to the Corporation’s purposes and interests.
Section 6. Suspension of Membership. A Member may be suspended, under Section 7 below,
based on the good faith determination by the Board, or a committee or person authorized by the
Board to make such a determination, that the Member has failed in a material and serious degree
to observe the Corporation’s rules of conduct, or has engaged in conduct materially and seriously
prejudicial to the Corporation’s purposes and interests. A person whose Membership issuspended shall not be a Member during the period of suspension.
Section 7. Termination or Suspension of Membership. If, in the sole discretion of the Board,grounds appear to exist to suspend or terminate a Member under Sections 5 and 6 above, thefollowing procedure shall be followed:(a) The Board shall give the Member at least 15 days’ prior notice of the proposedsuspension or termination and the reasons for the proposed suspension or termination.
Notice shall be given by any method reasonably calculated to provide actual notice.
Notice given by mail shall be sent by first-class or registered mail to the Member’s last
address as shown on the Corporation’s records.
(b) The Member shall be given an opportunity to be heard, either orally or in writing, at least
five days before the effective date of the proposed suspension or termination. The hearing
shall be held, or the written statement considered, by the Board or by a committee or
person authorized by the Board to determine whether the suspension or termination
should occur.
(c) The Board, committee, or person shall decide whether the Member should be suspended,
expelled, or sanctioned in any way. The decision of the Board, committee, or person shallbe final.
(d) Any action challenging an expulsion, suspension, or termination of Membership,including a claim alleging defective notice, must be commenced within one year after thedate of the expulsion, suspension, or termination.
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Section 8. Transfer of Membership. No Membership or right arising therefrom may betransferred. All Membership rights cease on the Member’s death or upon Dissolution of the
Corporation.
Section 9. Resignation. Any Member or Associate Member may resign by filing a written
resignation with the secretary, but such resignation shall not relieve a Member so resigning of theobligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 10. Reinstatement. Upon written request signed by a former Member or Associate
Member filed with the Secretary, the Board may reinstate such former Member or Associate
Member to Membership on such terms as the Executive Board may deem appropriate.
Section 11. No Membership Certificates. No certificates shall be required for Regular or
Associate Membership in the Corporation.
Section 12. Meetings.
(a) General Meetings.
(1) Annual Meetings. An annual meeting of Members shall be held each year on adate which coincides with the Annual Conference on the Psychology of the Self,
unless the Board fixes another date or time and so notifies the Membership as
provided in Section 13(a) below. If the scheduled date falls on a legal holiday,
the meeting shall be held on the next full business day. At the meeting, directors
shall be elected and other proper business may be transacted, subject to Section
13(b) below.
(2) Place of Meetings. Meetings of the Members shall be held at such location either
within or without Illinois as the Board shall so designate, or at such location as
determined by the written consent of all Members entitled to vote at the meeting,given before or after the meeting. In the absence of any such designation,
Members’ meetings shall be held at the Corporation’s principal office. The
Board may authorize Members who are not present in person to participate byelectronic transmission or electronic communication.
(3) Authority for Electronic Meetings. If authorized by the Board in its sole
discretion, and subject to such guidelines and procedures as the Board may
adopt, Members not physically present at (or, if proxies are allowed, who havenot submitted a proxy to) a meeting of Members may, by electronic transmission
by and to the Corporation or by electronic video screen communication,
participate in a meeting of Members, be deemed present in person (or, if proxies
are allowed, by proxy), and vote at a meeting of Members whether that meetingis to be held at a designated place or in whole or in part by means of electronictransmission by and to the Corporation or by electronic video screen
communication, subject to the requirements of these bylaws.
(4) Requirements for Electronic Meetings. A meeting of the Members may be
conducted, in whole or in part, by electronic transmission by and to the4Corporation or by electronic video screen communication (1) if the Corporation
implements reasonable measures to provide Members in person (or, if proxies
are allowed, by proxy) a reasonable opportunity to participate in the meeting andto vote on matters submitted to the Members, including an opportunity to read orhear the proceedings of the meeting substantially concurrently with those
proceedings, and (2) if any Member votes or takes other action at the meeting bymeans of electronic transmission to the Corporation or electronic video screen
communication, a record of that vote or action is maintained by the Corporation.
Any request by the Corporation to a Member for consent to conduct a meeting ofMembers by electronic transmission by and to the Corporation shall include a
notice that absent consent of the Member, the meeting shall be held at a physicallocation in accordance with Section 12(a) of these bylaws.
(b) Special Meetings.
(1) Requirements Authority to Call Special Meetings. The Board by majority, or
the President of the Board, or 5 percent or more of the Members, may call a
special meeting of the Members for any lawful purpose at any time.
(2) Calling Special Meetings. A special meeting called by any person entitled to calla meeting (other than the Board) shall be called by written request, specifying thegeneral nature of the business proposed to be transacted, and submitted to the
President or Secretary of the Corporation. The officer receiving the request shallcause notice to be given promptly to the Members entitled to vote, stating that ameeting will be held at a specified time and date fixed by the Board, provided,
however, that the meeting date shall be at least 35 but no more than 90 days after
receipt of the request. If the notice is not given within 20 days after the request is
received, the person or persons requesting the meeting may give the notice.
Nothing in this Section shall be construed as limiting, fixing, or affecting the timeat which a meeting of Members may be held when the meeting is called by the
Board.
(3) Proper Business of Special Meeting. No business, other than the business thatwas set forth in the notice of the meeting, may be transacted at a special meeting.
Section 13. Notice.
(a) General Notice Requirements. Whenever Members are required or permitted to takeany action at a meeting, a written notice of the meeting shall be given to each Member
entitled to vote at that meeting. The notice shall specify the place, date, and hour of themeeting. For the annual meeting, the notice shall state the matters that the Board, at thetime notice is given, intends to present for action by the Members. For a special meeting,the notice shall state the general nature of the business to be transacted and shall state thatno other business may be transacted. The notice of any meeting at which Board Members
are to be elected shall include the names of all persons who are nominees when notice isgiven.

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(b) Notice of Certain Agenda Items. Approval by the Members of any of the following
proposals, other than by unanimous approval by those entitled to vote, is valid only if thenotice or written waiver of notice states the general nature of the proposal or proposals:(1) Removing a Board Member without cause;(2) Filling vacancies on the Board;(3) Amending the Articles of Incorporation; or(4) Electing to wind up and dissolve the Corporation.
(c) Manner of Giving Notice. Notice of any meeting of Members shall be in writing andshall be given at least 5 but no more than 60 days before the meeting date or, in the caseof a removal of one or more directors, a merger, consolidation, or dissolution, or a sale,lease, or exchange of assets, not less than 20 nor more than 60 days before the date of themeeting. The notice shall be given either personally or by first-class, registered, or
certified mail, or by other means of written communication, charges prepaid, and shall be
addressed to each Member entitled to vote, at the address of that Member as it appears on
the books of the Corporation or at the address given by the Member to the Corporation
for purposes of notice. If no address appears on the Corporation’s books and no address
has been so given, notice shall be deemed to have been given if either (i) notice is sent tothat Member by first-class mail or facsimile or other written communication to the
Corporation’s principal office or (ii) notice is published at least once in a newspaper ofgeneral circulation in the county in which the principal office is located.
(1) Notice given by electronic transmission by the Corporation shall be valid only
if:i)Delivered by (a) facsimile transmission or electronic mail when
directed to the facsimile number or electronic mail address,
respectively, for that recipient on record with the Corporation; (b)posting on an electronic message board or network that the
Corporation has designated for those communications, together
with a separate notice to the recipient of the posting, whichtransmission shall be validly delivered on the later of the posting ordelivery of the separate notice of it; or (c) other means ofelectronic communication;ii)

Delivered by a means provided by i) (a), (b) or (c), above, to arecipient who has provided an unrevoked consent to the use of
those means of transmission for communications; andiii)

Such notice creates a record that is capable of retention, retrieval,and review, and that may thereafter be rendered into clearly legible
tangible form.

(2) Notwithstanding the foregoing,6i)An electronic transmission by this Corporation to a Member is not
authorized unless, in addition to satisfying the requirements of thissection, the transmission satisfies the requirements applicable toconsumer consent to electronic record as set forth in the Electronic
Signatures in Global and National Commerce Act (15 UnitedStates Code section 7001(c)(1)).

ii)

Notice shall not be given by electronic transmission by the
Corporation after either of the following: (i) the Corporation isunable to deliver two consecutive notices to the Member by thatmeans or (ii) the inability so to deliver the notices to the Member
becomes known to the Secretary, any assistant Secretary, or any
other person responsible for the giving of the notice.

(d) Affidavit of Mailing Notice. An affidavit of the mailing of any notice of any Members’
meeting, or of the giving of such notice by other means, may be executed by the
Secretary, Assistant Secretary, or any transfer agent of the Corporation, and if so
executed, shall be filed and maintained in the Corporation’s minute book.
(e) Quorum. One-fourth (1/4) of the voting power shall constitute a quorum for thetransaction of business at any meeting of Members. If, however, the attendance at any
general or annual meeting, whether in person or by proxy, is less than one-third (1/3) ofthe voting power, the Members may vote only on matters as to which notice of theirgeneral nature was given under Section 13(b) above.
Except as otherwise required by law, the articles, or these bylaws, the Memberspresent at a duly called or held meeting at which a quorum is present may continue totransact business until adjournment, even if enough Members have withdrawn to leave
less than a quorum, if any action taken (other than adjournment) is approved by at least amajority of the Members required to constitute a quorum.
Section 14. Voting.
(a) Eligibility to Vote. Subject to the Illinois General Not for Profit Corporation Act of
1986, as it my from time to time be amended or succeeded, Members in goodstanding on the record date as determined under Article IV of these bylaws shall beentitled to vote at any meeting of Members.
(b) Manner of Voting. Voting may be by voice or by ballot, except that any election ofBoard Members must be by ballot if demanded before the voting begins by any
Member at the meeting.
(c) Number of Votes. Each Member entitled to vote may cast one vote on each matter
submitted to a vote of the Members.
(d) Approval by Majority Vote. If a quorum is present, the affirmative vote of amajority of the voting power represented at the meeting, entitled to vote and voting
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on any matter, shall be deemed the act of the Members unless the vote of a greaternumber, or voting by classes, is required by the Illinois General Not for Profit
Corporation Act of 1986, as it my from time to time be amended or succeeded, or by
the Articles of Incorporation.
(e) Waiver of Notice or Consent. The transactions of any meeting of Members,
however called or noticed and wherever held, shall be as valid as though taken at a
meeting duly held after standard call and notice, if (a) a quorum is present either inperson or by proxy, and (b) either before or after the meeting, each Member entitledto vote, not present in person or by proxy, signs a written waiver of notice, a consent
to the holding of the meeting, or an approval of the minutes of the meeting. The
waiver of notice, consent, or approval need not specify either the business to betransacted or the purpose of the meeting except that, if action is taken or proposed tobe taken for approval of any matter specified in Section 13(b) of Article IV of thesebylaws, the waiver of notice, consent, or approval shall state the general nature of the
proposal. All such waivers, consents, or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
A Member’s attendance at a meeting shall also constitute a waiver of notice of andpresence at that meeting unless the Member objects at the beginning of the meeting to
the transaction of any business because the meeting was not lawfully called orconvened. Also, attendance at a meeting is not a waiver of any right to object to theconsideration of matters required to be included in the notice of the meeting but not
so included, if that objection is expressly made at the meeting.
Section 15. Actions Without Meetings.
(a) Action By Unanimous Written Consent. Any action required or permitted to betaken by the Members may be taken without a meeting, if all Members consent inwriting to the action. The written consent or consents shall be filed with the minutesof the meeting. The action by written consent shall have the same force and effect asa unanimous vote of the Members.
(b) Action By Written Ballot. Any action that Members may take at any meeting ofMembers may also be taken without a meeting by complying with the following
provisions of these bylaws.
(c) Solicitation of Written Ballots. This Corporation shall distribute one written ballot
to each Member entitled to vote on the matter. The ballot and any related material
may be sent by electronic transmission by the Corporation, and responses may bereturned to the Corporation by electronic transmission that meets the requirements ofSection 12(a)(4) of these bylaws. All solicitations of votes by written ballot shall (a)state the number of responses needed to meet the quorum requirement; (b) state, withrespect to ballots other than for election of Board Members, the percentage ofapprovals necessary to pass the measure or measures; and (c) specify the time bywhich the ballot must be received in order to be counted. Each ballot so distributed
shall (a) set forth the proposed action; (b) give the Members an opportunity to specify
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approval or disapproval of each proposal; and (c) provide a reasonable time in which
to return the ballot to the Corporation. If the Corporation has 100 or more Members,
any written ballot distributed to ten or more Members shall provide that, subject toreasonable specified conditions, if the person solicited specifies a choice in any suchmatter, the vote shall be cast according to that specification.
In any election of Board Members, a written ballot that a Member marks “withhold”
or otherwise marks in a manner indicating that authority to vote is withheld, shall not
be voted either for or against the election of a Board Member.
(d) Number of Votes and Approvals Required. Approval by written ballot shall bevalid only when (i) the number of votes cast by ballot (including ballots that aremarked “withhold” or otherwise indicate that authority to vote is withheld) within thetime specified equals or exceeds the quorum required to be present at a meeting
authorizing the action, and (ii) the number of approvals equals or exceeds the numberof votes that would be required for approval at a meeting at which the total number ofvotes cast was the same as the number of votes cast by written ballot without ameeting.
(e) Revoking Ballots. A written ballot may not be revoked.
(f) Filing Ballots. All written ballots shall be filed with the Secretary of the Corporationand maintained in the corporate records for at least 5 years.
Section 16. Record Date.
(a) Record Date for Notice, Voting, Written Ballots, and Other Board Actions. For
purposes of establishing the Members entitled to receive notice of any meeting,entitled to vote at any meeting, entitled to vote by written ballot, or entitled toexercise any rights in any lawful action, the Board may, in advance, fix a record date.
The record date so fixed for:(1) sending notice of a meeting shall be no more than 90 nor less than 10 days before
the date of the meeting;(2) voting at a meeting shall be no more than 60 days before the date of the meeting;(3) voting by written ballot shall be no more than 60 days before the day on which thefirst written ballot is mailed or solicited; and(4) taking any other action shall be no more than 60 days before that action.
(b) Record Date for Actions Not Set By Board. If not otherwise fixed by the Board, therecord date for determining Members entitled to receive notice of a meeting ofMembers shall be the next business day preceding the day on which notice is given
or, if notice is waived, the next business day preceding the day on which the meeting9is held. If not otherwise fixed by the Board, the record date for determining Members
entitled to vote at the meeting shall be the day on which the meeting is held.
If not otherwise fixed by the Board, the record date for determining Members entitledto vote by written ballot shall be the day on which the first written ballot is mailed orsolicited.
If not otherwise fixed by the Board, the record date for determining Members entitled
to exercise any rights with respect to any other lawful action shall be the date on
which the Board adopts the resolution relating to that action, or the 60th day before
the date of that action, whichever is later.
For purposes of these bylaws, a person holding a Membership at the close of businesson the record date shall be a Member of record.
Section 17. Proxies.
(a) Members’ Proxy Rights. Each Member entitled to vote shall have the right to do soeither in person or by one or more agents authorized by a written proxy, signed by the
person and filed with the Secretary of the Corporation. A proxy shall be deemed
signed if the Member’s name is placed on the proxy by the Member or the Member’s
attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, orotherwise.
(b) Solicited Proxies. If the Corporation has 100 or more Members, any form of proxy
distributed to 10 or more Members shall give the Member an opportunity to specify achoice between approval and disapproval of each matter or group of related mattersand, subject to reasonable specified conditions, shall provide that, when the person
solicited specifies a choice in any such matter, the vote shall be cast according to thatspecification. In an election of Board Members, any form of proxy that a Member
marks “withhold” or otherwise marks in a manner indicating that authority to vote forthe election of Board Members is withheld, shall not be voted either for or against theelection of a Board Member.
(c) Subject Matter of Proxy to Be Stated. Any proxy covering matters for which a voteof the Members is required shall not be valid unless the proxy sets forth the generalnature of the matter to be voted on or, in an election of Board Members the proxy lists
the persons who have been nominated at the time the notice of the vote is given to theMembers. Such matters include amendments of the Articles of Incorporation or
bylaws changing proxy rights; certain other amendments of the Articles ofIncorporation; removal of Board Members without cause; filling vacancies on the
Board; the sale, lease, exchange, conveyance, transfer, or other disposition of all or
substantially all corporate assets, unless the transaction is in the usual and regularcourse of the Corporation's activities; the principal terms of a merger or theamendment of a merger agreement; or the election to dissolve the Corporation.

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(d) Revocability of Proxies. No proxy shall be valid after the expiration of 11 months
from the date of the proxy, unless provided otherwise in the proxy, except that the
maximum term of a proxy shall be three years after the date of execution. A validly
executed proxy shall continue in full force and effect until either(1) it is revoked by the Member executing it, before the vote is cast under that proxy(i) by a writing delivered to the Corporation stating that the proxy is revoked, or(ii) by a subsequent proxy executed by that Member and presented to the meeting,or (iii) as to any meeting, by that Member's personal attendance and voting at themeeting; or(2) written notice of the death or incapacity of the maker of the proxy is received by
the Corporation before the vote under that proxy is counted. A proxy may not be
irrevocable.
Section 18. Adjournment and Notice of Adjourned Meetings. Any Members’ meeting,whether or not a quorum is present, may be adjourned from time to time by the vote of the
majority of the Members represented at the meeting, either in person or by proxy. No meeting
may be adjourned for more than 45 days. When a Members’ meeting is adjourned to anothertime or place, notice need not be given of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which adjournment is taken. If after
adjournment a new record date is fixed for notice or voting, a notice of the adjourned meetingshall be given to each Member who, on the record date for notice of the meeting, is entitled tovote at the meeting. At the adjourned meeting, the Corporation may transact any business thatmight have been transacted at the original meeting.
Section 19. Regional Divisions. Members shall be divided into geographic regions. The Board
shall have the power, from time to time as it alone deems necessary, to appoint a committee toevaluate and reapportion the regional divisions based on regional numerical representation.
Institutional Membership
Section 20. Institutional Members. (The term institutional member shall be used to refer to any
form of such groupings. In addition, the use of the term member in sections 20 through 31 shallbe assumed to refer to the category of institutional member.)Institutional Members of the Corporation shall be those organizations, training institutions, orother groups who are dedicated to the purposes of, and who timely pay dues to, the IAPSP.
Section 21. Eligibility for Institutional membership is contingent on the applicant institution
having at least 1 individual IAPSP member among its membership. That individual IAPSP
member must be the applicant. Also, there is an expectation that the new member institution will
work towards the recruitment of individual IAPSP members towards a total of at least 10% within
the first year.
Section 22. Institutional Membership does not grant any membership rights to individual membersof any member institution as a consequence of institutional membership.
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Section 22. Unlike individual members, Institutional members do not possess voting rights and assuch do not have a direct role in the governance of the IAPSP. However, through the Institutional
Membership Committee (Section 26 below) members have opportunities to advise and collaborate
with the IAPSP Board and other IAPSP entities.
Section 23. Members’ Dues, Fees and Assessments. Each Institutional Member must pay,within the time and on the conditions set by the Executive Board of the Corporation, (“Board”)
the dues, fees, and assessments in amounts to be fixed from time to time by the Board.
Section 24. Members in Good Standing. Members who have paid the required dues, fees, andassessments in accordance with these bylaws and who are not suspended shall be Members ingood standing.
Section 25. No Membership Certificates. No certificates shall be required for Regular or
Associate Membership in the Corporation.
Section 26. Institutional Membership Committee. the whole of the institutional members shallbe considered the Institutional Membership Committee and a member of the International
Council shall be designated by the Board as the chairperson of the committee for the purposes ofoversight, coordination and leadership.
Section 27. Rights and Responsibilities. A list of rights and responsibilities of institutional
Membership shall be maintained and executed by the Board and made available to theInstitutional Membership Committee. They shall apply equally to all members. These rights andresponsibilities may be amended or changed from time to time at the discretion of the Board in
consultation with the Institutional Membership Committee.
Section 28. Meetings. An annual meeting of Institutional Members shall be held each year on adate which coincides with the Annual Conference on the Psychology of the Self, unless theBoard fixes another date or time. The President and other members of the Board shall also bepresent. Additional meetings shall be scheduled on an ad hoc basis by the Institutional
Membership Chair or others on the Committee as desired
Section 29. Termination of Institutional Membership. Membership shall terminate on
occurrence of any of the following events:(f) Resignation of the Member;(g) Expiration of the period of Membership, unless such Membership is renewed on the
renewal terms fixed by the Board;(h) The Member’s failure to pay dues, fees, or assessments as set by the Board within sixty(60) days after they are due and payable;(i) Any event that renders the Member ineligible for Membership, or failure to satisfy
Membership qualifications; or12

(j) Termination of Membership under Section 7 below based on the good faith determinationby the Board, or a committee or person authorized by the Board to make such a
determination, that the Member has failed in a material and serious degree to observe therules of conduct of the Corporation, or has engaged in conduct materially and seriously
prejudicial to the Corporation’s purposes and interests.
Section 30. Suspension of Institutional Membership. A Member may be suspended, under
Section 7 below, based on the good faith determination by the Board, or a committee or person
authorized by the Board to make such a determination, that the Member has failed in a materialand serious degree to observe the Corporation’s rules of conduct, or has engaged in conductmaterially and seriously prejudicial to the Corporation’s purposes and interests. A person whose
Membership is suspended shall not be a Member during the period of suspension.
Section 31. Termination or Suspension of Membership. If, in the sole discretion of the Board,grounds appear to exist to suspend or terminate a Member under Sections 5 and 6 above, thefollowing procedure shall be followed:(e) The Board shall give the Member at least 15 days’ prior notice of the proposedsuspension or termination and the reasons for the proposed suspension or termination.
Notice shall be given by any method reasonably calculated to provide actual notice.
Notice given by mail shall be sent by first-class or registered mail to the Member’s last
address as shown on the Corporation’s records.
(f) The Member shall be given an opportunity to be heard, either orally or in writing, at least
five days before the effective date of the proposed suspension or termination. The hearing
shall be held, or the written statement considered, by the Board or by a committee or
person authorized by the Board to determine whether the suspension or termination
should occur.
(g) The Board, committee, or person shall decide whether the Member should be suspended,
expelled, or sanctioned in any way. The decision of the Board, committee, or person shallbe final.
(h) Any action challenging an expulsion, suspension, or termination of Membership,including a claim alleging defective notice, must be commenced within one year after thedate of the expulsion, suspension, or termination.
Section 32. Resignation. Any Member or Associate Member may resign by filing a written
resignation with the secretary, but such resignation shall not relieve a Member so resigning of theobligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 33. Reinstatement. Upon written request signed by a former Member or Associate
Member filed with the Secretary, the Board may reinstate such former Member or Associate
Member to Membership on such terms as the Executive Board may deem appropriate.

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ARTICLE V
Executive Board of Directors
Section 1. General Powers. Subject to the provisions and limitations of the Illinois General Not
for Profit Corporation Act of 1986, as it may from time to time be amended or succeeded, andother applicable laws, and subject to any provisions of the Articles of Incorporation or bylaws
that require approval of the Members, the Corporation’s activities and affairs shall be managed,
and all corporate powers shall be exercised, by or under the direction of the Executive Board,
Section 2. Specific Powers. Without prejudice to the general powers set forth in Section 1
above, but subject to the same limitations, the Board shall have the power to do the following:(a) Appoint and remove, at the pleasure of the Board, all of the Corporation’s officers,
agents, and employees; prescribe powers and duties for them as are consistent withthe law, the Articles of Incorporation, and these bylaws; fix their compensation; andrequire from them security for faithful service.
(b) Change the principal office or the principal business office from one location toanother; cause the Corporation to be qualified to conduct its activities in any otherstate, territory, dependency, or country; conduct its activities in or outside Illinois;and designate a place in or outside Illinois for holding any meeting of Members.
(c) Borrow money and incur indebtedness on the Corporation's behalf and cause to be
executed and delivered for the Corporation's purposes, in the corporate name,promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities.
Section 3. Number and Qualification of members of the Board. The Executive Board of the
Corporation shall be comprised of the officers of the Corporation, namely the President,
Secretary, Treasurer, Immediate Past President, and, when applicable, President-Elect. In
addition, 4 additional members will be part of the Executive Board but will be non-voting
members: 2 of these additional members will be selected by the President in consultation with
the Council, and 2 additional members will be elected by the Council with nominee’s subject tothe approval of the President. The additional members selected by the Council will serve as
liaison between the Executive Board and the Council. To become and to remain a member ingood standing on the Board, a Board Member must be a Member in Good Standing of the
Corporation
Section 4. Resignation. Any Board Member may resign by submitting a letter ofresignation to the Board of the Corporation. The resignation shall be effective when notice
is given unless it specifies a later time for the resignation to become effective.
Section 5. Meetings of Board(a) Purpose. An annual meeting of the Board shall be held each year to transact thegeneral business of the Corporation, to review the functioning and activities of the14

Corporation, to consider the program and site for future annual professional andscientific meetings, and to provide opportunity for recommendations for future action.
(b) Agenda. The agenda for the annual meetings of the Board shall include:(1) Approval of the minutes of the prior meeting;(2) An annual report of the President of the Board;(3) The Treasurer’s report, including a written account of the income anddisbursements of the Corporation for the previous year;(4) A report by the professional organizers hired by the Corporation to administer
the annual meeting;(5) New business; and(6) Installation of Officer(c) Place and time of meeting. The annual meeting of the Board shall be held during thetime of the annual Self Psychology Conference pursuant to notice duly given. Other general
meetings of the Board may be held from time to time pursuant to notice duly given.
(d) Manner of Giving Notice. Notice of the time and place of meetings shall be given toeach Board Member by (i) personal delivery of written notice; (ii) first class mail,postage prepaid; (iii) telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, either directly to the Member
or to a person at the Member’s office who would reasonably be expected to communicatethat notice promptly to the Member; (iv) facsimile; (v) electronic mail; or (vi) otherelectronic means. All such notices shall be given or sent to the Board Member’s address
or telephone number as shown on the Corporation's records.
Notices sent by first-class mail shall be deposited in the United States mails at least
10 days before the time set for the meeting. Notices given by personal delivery,
telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, atleast 72 hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other thanthe Corporation's principal office. The notice need not specify the purpose of themeeting.

15

(e) Quorum. One-half (1/2) of the authorized number of Board Members shall constitutea quorum for the transaction of any business except adjournment. Every action taken or
decision made by a majority of the Board Members present at a duly held meeting at
which a quorum is present shall be an act of the Board, subject to the more stringent
provisions of the Illinois General Not for Profit Corporation Act of 1986, as it may fromtime to time be amended or succeeded, including without limitation, those provisions
relating to (a) approval of contracts or transactions in which a Member has a direct orindirect material financial interest, (b) approval of certain transactions between
corporations having common Board Memberships, (c) creation of and appointments tocommittees of the Board, and (d) indemnification of Board Members. A meeting at which
a quorum is initially present may continue to transact business, despite the withdrawal ofsome Members from that meeting, if any action taken or decision made is approved by atleast a majority of the required quorum for that meeting.
Section 6. Majority Vote. Any decisions made at the meetings of the Board shall be by majority
vote of those present and voting, unless otherwise specified in the Bylaws. Any action, decision,or resolution of the Board may be revoked by a 2/3 vote by the International Council of the
Corporation.
Section 7. Restrictions on Interested Persons as Board Members. No more than 49 percent of
the persons serving on the Board may be "interested persons." An interested person is (a) any
person compensated by the Corporation for services rendered to it within the previous 12
months, whether as a full-time or part-time employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a Board Member; and (b) any brother, sister,ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, motherin-law, or father-in-law of such person. However, any violation of this paragraph shall not affectthe validity or enforceability of transactions entered into by the Corporation.
Section 8. Conduct at meeting. Robert’s Rules of Order shall govern the business of the Boardin all cases where they are applicable and not inconsistent with the provisions of these Bylaws.
Section 9. Place of Board Meetings. Meetings of the Board shall be held at any place within or
outside Illinois that has been designated by resolution of the Board or in the notice of themeeting or, if not so designated, at the principal office of the Corporation.
Section 10. Meetings by Telephone or Other Telecommunications Equipment. Any Board
meeting may be held by conference telephone, video screen communication, or othercommunications equipment. Participation in a meeting under this Section shall constitutepresence in person at the meeting if all of the following apply:(a) Each Member participating in the meeting can communicate concurrently with allother Members.
(b) Each Member is provided the means of participating in all matters before the Board,
including the capacity to propose or to interpose an objection to, a specific action to
be taken by the Corporation.
16

(c) The Board has adopted and implemented a means of verifying both of the following:(1) A person participating in the meeting is a Board Member or other person
entitled to participate in the Board meeting.
(2) All actions of or votes by the Board are taken or cast only by the Board
Members, and not by persons who are not Board Members.

Section 11. Special Meetings.
(a) Authority to Call Special Meetings. Special meetings of the Board for any purpose
may be called at any time by the President or any Board Member.
(b) Notice of Special Meetings. Notice of the time and place of special meetings shall begiven to each Board Member by (a) personal delivery of written notice; (b) first-classmail, postage prepaid; (c) telephone, including a voice messaging system or othersystem or technology designed to record and communicate messages, either directly
to the Board Member or to a person at the Member’s office who would reasonably be
expected to communicate that notice promptly to the Member; (d) facsimile; (e)electronic mail; or (f) other electronic means. All such notices shall be given or sent
to the Member’s address or telephone number as shown on the Corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mail at least 10
days before the time set for the meeting. Notices given by personal delivery,
telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, atleast 72 hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other thanthe Corporation’s principal office. The notice need not specify the purpose of themeeting.
(c) Quorum. A quorum for special meetings of the Board shall be the same as forgeneral meetings, as provided at Article V, Section 5 (e), above.
(d) Waiver of Notice. Notice of a meeting need not be given to any Member who, either
before or after the meeting, signs a waiver of notice, a written consent to the holdingof the meeting, or an approval of the minutes of the meeting. The waiver of notice orconsent need not specify the purpose of the meeting. All such waivers, consents, andapprovals shall be filed with the corporate records or made a part of the minutes ofthe meetings. Notice of a meeting need not be given to any Member who attends themeeting and who, before or at the beginning of the meeting, does not protest the lackof notice to him or her.
(e) Adjournment. A majority of the Board Members present, whether or not a quorum ispresent, may adjourn any meeting to another time and place.
17

(f) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned
meeting need not be given unless the original meeting is adjourned for more than 24hours. If the original meeting is adjourned for more than 24 hours, notice of any
adjournment to another time and place shall be given, before the time of the
adjourned meeting, to the Members who were not present at the time of the
adjournment.
Section 12. Action Without a Meeting. Any action that the Board is required or permitted totake may be taken without a meeting if all Board Members consent in writing to the action;
provided, however, that the consent of any Board Member who has a material financial interest,
as determined in the sole discretion of the remaining directors, in a transaction to which the
Corporation is a party shall not be required for approval of that transaction. Such action by
written consent shall have the same force and effect as any other validly approved action of theBoard. All such consents shall be filed with the minutes of the proceedings of the Board.
Section 13. Compensation and Reimbursement. Board Members, and Members of committeesof the Board, may receive such compensation, if any, for their services as Members or officers,
and such reimbursement of expenses, as the Board may establish by resolution to be just andreasonable as to the Corporation at the time that the resolution is adopted.
ARTICLE VI
INTERNATIONAL COUNCIL
Section 1. General Powers. The International Council of the Corporation (“Council”) shalladvise the Corporation and the Executive Board, and shall elect the officersof the Corporation.
Section 2. Specific Powers. The Council may, by two-thirds vote of all authorized Members of
the Council, revoke any action, decision or resolution of the Executive Board.
Section 3. Number and Qualification of Council Members. The Council shall consist of
thirty (30) authorized members elected by the membership of the Corporation. To stand forelection and to remain a member in good standing on the Council, a Council member must be a
Member in Good Standing of the Corporation.
Regional Representation: Each IAPSP region will have proportional Council representationelected to the International Council (see Article VI). The representation will be apportioned by
the size of membership in each region. The nominating committee will consult with theadministrator to determine the number of seats in each region based on the average number ofmembers in the prior 3 years
Section 4. Designation of Council Membership.
There is one category of voting Council membership, as follows:18(c) Elected Members. Voting members of the Council shall be elected by all members of
the corporation according to residency in specified regional areas determined by the
Executive Board according to current membership during any 3-year period. Elected
members are required to attend bi-annual meeting. If a member cannot attend themember must inform the president and arrange for either a proxy to attend instead orsome other arrangement as determined (e.g. video participation).
(d) Membership on the Council will be contingent on participation in all Council
meetings unless a proxy is designated. In addition, Council members must participate
in at least one committee. Re-election will be contingent on fulfillment of theseminimum requirements.
There is an additional categories of non-voting Council membership, as follows:(a) Emeritus Member. This category shall consist of those individuals whoheld positions as Founding Members and who choose to remain on the Council, but
desire to be relieved of the expectation of active participation in the work of IAPSP.
Emeritus Founding Members may attend and participate in any and all Council activities,
including the Annual Meeting and Council Dinner. Individuals who holdthis designation shall also be named in any published list of Council members. The term ofoffice shall be for life or until the Emeritus Founding Member resigns.
Founding and Honorary categories removed.
Section 5. Eligibility for Council Membership. Eligibility for Council Membership, regardlessof designation, requires full and current payment of dues in the Corporation. Failure to pay dues
in a timely manner will result in suspension of the individual’s membership on the Council. All
voting members of the Council are required to attend each and every Annual Meeting of theCouncil, to vote in a timely manner upon all matters subject to vote; and to assume responsibility
for work on a Committee of the Council.
Section 6. Election of Council Members. Members of the Council with the exception ofEmeritus Members shall be elected by vote of the regular membership of the Corporation.
Section 7. Resignation. Any Council Member may resign by submitting a letter of resignation to
the Board. The resignation shall be effective when notice is given unless a later time forresignation is specified.
Section 8. Meetings of Council(a) Purpose. Two meeting of the Council shall be held each year to transact thegeneral business of the Council. One of these meetings will be during the Annual Meeting on thePsychology of the Self (no notice is required), the second will be held either in-person or online
at a time specified by the President (notice is required)(c) Manner of Giving Notice. Notice of the time and place of Council meetings other than theannual meeting shall be given to each Council Member by (i) personal delivery of written notice;19

(ii) first class mail postage prepaid; (iii) telephone, including a voice messaging system or othersystem or technology designed to record and communicate messages, either directly to theMember or to a person at the Member’s office who would reasonably be expected tocommunicate that notice promptly to the Member; (iv) facsimile; (v) electronic mail;or (vi) other electronic means. All such notices shall be given or sent to the Council
Member’s address or telephone number as shown on the Corporation's records.
Notices sent by first-class mail shall be deposited in the United States mails at least
10 days before the time set for the meeting. Notices given by personal delivery,
telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, atleast 72 hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other thanthe Corporation's principal office. The notice need not specify the purpose of themeeting.
(d) Quorum. One-third (1/3) of the authorized number of Council Members shallconstitute a quorum for the transaction of any business except adjournment. A
meeting at which a quorum is initially present may continue to transact business,despite the withdrawal of some Members from that meeting, if any action taken or
decision made is approved by at least a majority of the required quorum for thatmeeting.
Section 9. Majority Vote. With the exception of a vote to revoke any action, decision or
resolution of the Board, any decisions made at the meetings of the Council shall be by majority
vote of those present and voting, unless otherwise specified in the Bylaws
Section 10. Conduct at meeting. Robert’s Rules of Order shall govern the business of theCouncil in all cases where they are applicable and not inconsistent with the provisions of these
Bylaws.
Section 11. Place of Council Meetings. Meetings of the Council shall be held at any place
within or outside Illinois that has been designated by resolution of the Council or in the notice ofthe meeting or, if not so designated, at the principal office of the Corporation.
Section 12. Meetings by Telephone or Other Telecommunications Equipment. Any Council
meeting may be held by conference telephone, video screen communication, or othercommunications equipment. Participation in a meeting under this Section shall constitutepresence in person at the meeting if all of the following apply:(a) Each Member participating in the meeting can communicate concurrently with allother Members.
(b) Each Member is provided the means of participating in all matters before the Council,
including the capacity to propose or to interpose an objection to, a specific action to20

be taken by the Corporation.
(c) The Council has adopted and implemented a means of verifying both of thefollowing:(1)

A person participating in the meeting is a Council Member or other person
entitled to participate in the Council meeting.

(2)

All actions of or votes by the Council are taken or cast only by the Council
Members, and not by persons who are not Council Members.

Section 13. Special Meetings.
(a) Authority to Call Special Meetings. Special meetings of the Council for any
purpose may be called at any time by any 10 Council Members.
(b) Notice of Special Meetings. Notice of the time and place of special meetings shall begiven to each Council Member by (a) personal delivery of written notice; (b) firstclass mail, postage prepaid; (c) telephone, including a voice messaging system orother system or technology designed to record and communicate messages, either
directly to the Council Member or to a person at the Member’s office who would
reasonably be expected to communicate that notice promptly to the Member; (d)facsimile; (e) electronic mail; or (f) other electronic means. All such notices shall begiven or sent to the Member’s address or telephone number as shown on the
Corporation’s records.
Notices sent by first-class mail shall be deposited in the United States mail at least 10
days before the time set for the meeting. Notices given by personal delivery,
telephone, or electronic mail shall be delivered, telephoned, or sent, respectively, atleast 72 hours before the time set for the meeting.
The notice shall state the time of the meeting and the place, if the place is other thanthe Corporation’s principal office. The notice need not specify the purpose of themeeting.
The notice shall state the time of the meeting and the place, if the place is other thanthe Corporation’s principal office. The notice need not specify the purpose of themeeting.
(c) Quorum. A quorum for special meetings of the Council shall be the same as forgeneral meetings, as provided at Article V, Section 9 (d), above.
(d) Waiver of Notice. Notice of a meeting need not be given to any Member who, either
before or after the meeting, signs a waiver of notice, a written consent to the holdingof the meeting, or an approval of the minutes of the meeting. The waiver of notice orconsent need not specify the purpose of the meeting. All such waivers, consents, andapprovals shall be filed with the corporate records or made a part of the minutes ofthe meetings. Notice of a meeting need not be given to any Member who attends the21meeting and who, before or at the beginning of the meeting, does not protest the lackof notice to him or her.
(e) Adjournment. A majority of the Council Members present, whether or not a quorum
is present, may adjourn any meeting to another time and place.
(f) Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned
meeting need not be given unless the original meeting is adjourned for more than 24hours. If the original meeting is adjourned for more than 24 hours, notice of any
adjournment to another time and place shall be given, before the time of the
adjourned meeting, to the Members who were not present at the time of the
adjournment.
Section 14. Action Without a Meeting. Any action that the Council is required or permitted totake may be taken without a meeting if all Council Members consent in writing to the action;
provided, however, that the consent of any Council Member who has a material financial
interest, as determined in the sole discretion of the remaining directors, in a transaction to which
the Corporation is a party shall not be required for approval of that transaction. Such action by
written consent shall have the same force and effect as any other validly approved action of theCouncil. All such consents shall be filed with the minutes of the proceedings of the Council.

ARTICLE VI
Officers
Section 1. Officers of the Corporation: The officers shall be President, President-elect, Secretary,
Treasurer, and Immediate Past President. The Corporation, at the Board’s discretion, may also
have one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as may be appointed under Section 3 below. Any number of offices may be held by the same
person, except that neither the Secretary nor the Treasurer may serve concurrently as President.
Section 2. Election of Officers. The officers of this Corporation shall be chosen by majority
vote of the Council the and shall serve at the pleasure of the Council.
Section 3. Appointment of Other Officers. The President may appoint any other officers thathe/she may deem necessary or appropriate to conduct the business of the Corporation. Eachappointed officer shall have the title and authority specified by the current President.
However this designation shall not be binding on any subsequent President.
Section 4. Removal of Officers. Without prejudice to the rights of any officer under an
employment contract, the Council may remove any officer with or without cause. An officer who
was not chosen by the Council may be removed by any other officer on whom the Council
confers the power of removal.

22Section 5. Resignation of Officers. Any officer may resign at any time by giving written noticeto the Board. The resignation shall take effect on the date the notice is received or at any latertime specified in the notice. Unless otherwise specified in the notice, the resignation need not be
accepted to be effective. Any resignation shall be without prejudice to any rights of the
Corporation under any contract to which the officer is a party.
Section 6. Vacancies in Office. A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled by appointment of the then sitting President.
Section 7. Responsibilities of Officers.
(a) President. The President shall serve as President of the Board, the Council, and the
Corporation. The President shall preside at Board meetings and Council meetings andshall exercise and perform such other powers and duties as the Board may assign
from time to time. If the President is unable to perform his or her duties, then the
President-elect will do so and shall have the powers and duties of the President of the
Corporation set forth in these bylaws. Subject to the control of the Board, thePresident shall be the general manager of the Corporation and shall supervise, direct,
and control the Corporation’s activities, affairs, and officers. The President shall havethe following specific duties, in addition to any other powers or duties the Board may
require:(1)

To preside over all Board and Council meetings(2)

To present an annual report of the activities and functioning of the
Corporation at each annual meeting;(3)

To appoint the chairpersons of all committees;(4)

To have the power to sign checks and drafts of the Corporation;(5)

To be an ex officio Member of all committees; and(6)

To have such other powers as may reasonably be required to carry out theduties set forth herein.

(b) President-elect. The President-elect shall automatically assume the office of the
President upon the expiration of the incumbent President’s term of office or upon thedeath or resignation of the incumbent President. In the event that the President isunable to fulfill the duties of the office because of illness, absence or othercircumstances, the President-elect shall act in the President’s stead with all rights,
privileges and powers attendant upon the office of President, until the President isable again to fulfill the duties of the office.
(c) Secretary. The Secretary shall keep or cause to be kept, at the Corporation’s
principal office or such other place as the Board may direct, a book of minutes of all
meetings, proceedings, and actions of the Board, of committees of the Board, of the23

Council, and of Members’ meetings. The minutes of meetings shall include the timeand place that the meeting was held; whether the meeting was annual, general, or
special, and, if special, how authorized; the notice given; the names of personspresent at Board, Council, and committee meetings; and the number of Memberspresent or represented at Members’ meetings.
The Secretary shall keep or cause to be kept, at the Corporation’s principal office, a
copy of the Articles of Incorporation and bylaws, as amended to date.
The Secretary shall write, receive and respond to correspondence of the Board andMembership, submitting to the Board all communications addressed to the Secretaryof the Corporation.
The Secretary shall keep or cause to be kept, at the Corporation’s principal office orat a place determined by resolution of the Board, a record of the Corporation’s
Members, showing each Member’s name, address, and class of Membership. The
Secretary shall give, or cause to be given, notice of all meetings of Members, of theBoard, of the Council, and of committees of the Board that these bylaws require to begiven. The Secretary shall keep the corporate seal, if any, in safe custody and shallhave such other powers and perform such other duties as the Board or the bylaws may
require.
(d) Treasurer. The Treasurer shall keep and maintain, or cause to be kept andmaintained, adequate and correct books and accounts of the Corporation’s properties
and transactions. The Treasurer shall send or cause to be given to the Members andBoard Members such financial statements and reports as are required to be given bylaw, by these bylaws, or by the Board. The books of account shall be open to
inspection by any Council Member at all reasonable times.
The Treasurer shall (i) deposit, or cause to be deposited, all money and othervaluables in the name and to the credit of the Corporation with such depositories as
the Board may designate; (ii) disburse the Corporation’s funds as the Board mayorder; (iii) render to the President, chairman of the Board, if any, and the Board, whenrequested, an account of all transactions as Treasurer and of the financial condition of
the Corporation; and (iv) have such other powers and perform such other duties as theBoard or the bylaws may require.
If required by the Board, the Treasurer shall give the Corporation a bond in theamount and with the surety or sureties specified by the Board for faithful performanceof the duties of the office and for restoration to the Corporation of all of its books,
papers, vouchers, money, and other property of every kind in the possession or under
the control of the Treasurer on his or her death, resignation, retirement, or removalfrom office.
Section 8. No compensation of officers. No officer shall be reason of holding office be entitled
to receive any salary or compensation, but shall be entitled to receive reimbursement for24

expenses incurred in fulfilling his or her office. Nothing herein shall be construed to prevent an
officer from receiving compensation from the Corporation for duties other than as an officer,
upon approval of the Corporation.
Section 9. Indemnification. All officers and Board Members shall be indemnified for official
actions.
Section 10. Duration. The process by which the Board elects the Executive Board, including thePresident, President-elect, past President, Secretary, and Treasurer will continue for a minimumof 5 years after the Membership organization has been established. After that time, a committee
will be formed to evaluate whether or not voting rights in the election of officers be limited to thegoverning body or extended to the full Membership.
Section 11. Contracts with Board Members. No Member of the Board, nor any othercorporation, firm, association, or other entity in which one or more of this Corporation's Board
Members are directors or have a material financial interest, shall be interested, directly or
indirectly, in any contract or transaction with this Corporation, unless (a) the material facts
regarding that such Board Member’s financial interest in such contract or transaction orregarding such common directorship, officership, or financial interest are fully disclosed in goodfaith and noted in the minutes, or are known to all Members of the Board prior to the Board’s
consideration of such contract or transaction; (b) such contract or transaction is authorized ingood faith by a majority of the Board by a vote sufficient for that purpose without counting thevotes of the interested Board Members; (c) before authorizing or approving the transaction, theBoard considers and in good faith decides after reasonable investigation that the Corporation
could not obtain a more advantageous arrangement with reasonable effort under thecircumstances; and (d) the Corporation for its own benefit enters into the transaction, which isfair and reasonable to the Corporation at the time the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable programof this Corporation if it (a) is approved or authorized by the Corporation in good faith andwithout unjustified favoritism and (b) results in a benefit to one or more Board Members or theirfamilies because they are in the class of persons intended to be benefited by the educational orcharitable program of this Corporation.
Section 12. Loans to Board Members and Officers. This Corporation shall not lend any moneyor property to, or guarantee the obligation of, any Board Member or officer of the Corporation
without the approval of the Illinois Attorney General; provided, however, that the Corporation
may advance money to a Member of the Board or officer of the Corporation for expenses
reasonably anticipated to be incurred in the performance of his or her duties if that Board
Member or officer would be entitled to reimbursement for such expenses by the Corporation.
Section 13. Indemnification. To the fullest extent permitted by law, this Corporation shallindemnify its Board Members, officers, employees, and other persons described in the Illinois
General Not for Profit Corporation Act of 1986 at 805 ILCS 105/108.75, including persons
formerly occupying any such positions, against all expenses, judgments, fines, settlements, andother amounts actually and reasonably incurred by them in connection with any “proceeding,” asthat term is used in that section, and including an action by or in the right of the Corporation, by25

reason of the fact that the person is or was a person described in that section. On written request
to the Board by any person seeking indemnification under the Illinois General Not for Profit
Corporation Act of 1986 at 805 ILCS 105/108.75, the Board shall promptly determine whether
the act for which the applicant seeks indemnification is of the sort for which Illinois General Not
for Profit Corporation Act of 1986 permits indemnification and, if so, the Board shall authorize
indemnification. If the Board cannot authorize indemnification, because the number of Board
Members who are parties to the proceeding with respect to which indemnification is sought
prevents the formation of a quorum of Members of the Board who are not parties to thatproceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members
shall determine whether the act for which the applicant seeks indemnification is of the sort for
which Illinois General Not for Profit Corporation Act of 1986 permits indemnification and, if so,
the Members present at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a
specific instance, expenses incurred by a person seeking indemnification under Sections 9 and 13of this Article VI in defending any proceeding covered by those Sections shall be advanced by
the Corporation before final disposition of the proceeding, on receipt by the Corporation of anundertaking by or on behalf of that person that the advance will be repaid unless it is ultimately
found that the person is entitled to be indemnified by the Corporation for those expenses.
Section 14. Insurance. This Corporation shall have the right, and shall use its best efforts, topurchase and maintain insurance to the full extent permitted by law on behalf of its officers,
Board Members, employees, and other agents, to cover any liability asserted against or incurredby any officer, Board Member, employee, or agent in such capacity or arising from the officer’s,
Board Member’s employee’s, or agent’s status as such.
Section 15. Maintenance of Corporate Records. This Corporation shall keep the following:(a) Adequate and correct books and records of account;(b) Written minutes of the proceedings of its Members, Board and committees of theBoard; and(c) A record of each Member’s name, address, and class of Membership.
The minutes and other books and records shall be kept either in written form or in any
other form capable of being converted into clearly legible tangible form or in any
combination of the two.

ARTICLE V11
COMMITTEES

26

(a) With the approval of the Board, the President may establish such committees as are necessary
to carry out the work of the Corporation. The chairpersons for all committees shall be appointed
by the President, and shall serve at the pleasure of the President.

(b) Restriction on Powers of Committees. Any committee shall have all the authority of
the Board, to the extent provided in these bylaws or any Board resolution creating thecommittee, except that no committee may do the following:(1)

Take any final action on any matter that, under the Illinois General Not forProfit Corporation Act of 1986, as that Act may from time to time be amended or
succeeded, that also requires approval of the Members or approval of a majority of
all Members;(2)

Fill vacancies on the Council or any committee of the Council;(3)

Fix compensation of the Board Members for serving on the Board or on a committee;(4)

Amend or repeal bylaws or adopt new bylaws;(5)

Amend or repeal any resolution of the Board that by its express terms is not soamendable or repealable;(6)

Create any other committees of the Board or appoint the Members ofcommittees of the Board;(7)

Expend corporate funds to support a nominee for Council if more people havebeen nominated for Council than can be elected;(8)Approve any contract or transaction to which the Corporation is a party and inwhich one or more of its Board Members has a material financial interest,
provided such contract or transaction comports with the provisions of Illinois
General Not for Profit Corporation Act of 1986 at 805 ILCS 105/108.60.

(c) Meetings and Actions of Committees. Meetings and actions of committees of theBoard shall be governed by, held, and taken under the provisions of these bylaws
concerning meetings and other Board actions, except that the time for general
meetings of such committees and the calling of special meetings of such committees
may be set either by Board resolution or, if none, by resolution of the committee.
Minutes of each meeting shall be kept and shall be filed with the corporate records.
The Board may adopt rules for the governance of any committee as long as the rules
are consistent with the If the Board has not adopted rules, the committee
may do so.
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(d) Advisory Board. An Advisory Board shall be formed to serve at thepleasure of the President. It shall be comprised of the Chair of eachcommittee as set forth in this Article., with the additional officers who may be serving thePresident pursuant to Article V1 (3). The times of such meetings will be designated by the
President, and the Committee shall serve in any advisory capacity to the Board regarding mattersfor which the Board shall seek their counsel.

Section 1. No compensation of officers. No officer shall be reason of holding office be entitled
to receive any salary or compensation, but shall be entitled to receive reimbursement for
expenses incurred in fulfilling his or her office. Nothing herein shall be construed to prevent an
officer from receiving compensation from the Corporation for duties other than as an officer,
upon approval of the Corporation.
Section 2. Contracts with Council Members. No Member of the Board, nor any othercorporation, firm, association, or other entity in which one or more of this Corporation's Board
Members are directors or have a material financial interest, shall be interested, directly or
indirectly, in any contract or transaction with this Corporation, unless (a) the material facts
regarding such Board Member’s financial interest in such contract or transaction or regarding
such common directorship, officership, or financial interest are fully disclosed in good faith andnoted in the minutes, or are known to all Members of the Board prior to the Board’s
consideration of such contract or transaction; (b) such contract or transaction is authorized ingood faith by a majority of the Board by a vote sufficient for that purpose without counting thevotes of the interested Board Members; (c) before authorizing or approving the transaction, theBoard considers and in good faith decides after reasonable investigation that the Corporation
could not obtain a more advantageous arrangement with reasonable effort under thecircumstances; and (d) the Corporation for its own benefit enters into the transaction, which isfair and reasonable to the Corporation at the time the transaction is entered into.
This Section does not apply to a transaction that is part of an educational or charitable programof this Corporation if it (a) is approved or authorized by the Corporation in good faith andwithout unjustified favoritism and (b) results in a benefit to one or more Board Members or theirfamilies because they are in the class of persons intended to be benefited by the educational orcharitable program of this Corporation.
Section 3. Loans to Board Members and Officers. This Corporation shall not lend any moneyor property to, or guarantee the obligation of, any Board Member or officer of the Corporation
without the approval of the Illinois Attorney General; provided, however, that the Corporation
may advance money to a Member of the Board or officer of the Corporation for expenses
reasonably anticipated to be incurred in the performance of his or her duties if that Board
Member or officer would be entitled to reimbursement for such expenses by the Corporation.
Section 4. Indemnification. To the fullest extent permitted by law, this Corporation shallindemnify its Board Members, officers, employees, and other persons described in the Illinois
General Not for Profit Corporation Act of 1986 at 805 ILCS 105/108.75, including persons
28formerly occupying any such positions, against all expenses, judgments, fines, settlements, andother amounts actually and reasonably incurred by them in connection with any “proceeding,” asthat term is used in that section, and including an action by or in the right of the Corporation, by
reason of the fact that the person is or was a person described in that section. On written request
to the Board by any person seeking indemnification under the Illinois General Not for Profit
Corporation Act of 1986 at 805 ILCS 105/108.75, the Board shall promptly determine whether
the act for which the applicant seeks indemnification is of the sort for which Illinois General Not
for Profit Corporation Act of 1986 permits indemnification and, if so, the Board shall authorize
indemnification. If the Board cannot authorize indemnification, because the number of Board
Members who are parties to the proceeding with respect to which indemnification is sought
prevents the formation of a quorum of Members of the Board who are not parties to thatproceeding, the Board shall promptly call a meeting of Members. At that meeting, the Members
shall determine whether the act for which the applicant seeks indemnification is of the sort for
which Illinois General Not for Profit Corporation Act of 1986 permits indemnification and, if so,
the Members present at the meeting in person or by proxy shall authorize indemnification.
which Illinois General Not for Profit Corporation Act of 1986 permits indemnification and, if so,
the Members present at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a
specific instance, expenses incurred by a person seeking indemnification under Sections 9 and 13of this Article VI in defending any proceeding covered by those Sections shall be advanced by
the Corporation before final disposition of the proceeding, on receipt by the Corporation of anundertaking by or on behalf of that person that the advance will be repaid unless it is ultimately
found that the person is entitled to be indemnified by the Corporation for those expenses.
Section 5. Insurance. This Corporation shall have the right, and shall use its best efforts, topurchase and maintain insurance to the full extent permitted by law on behalf of its officers,
Board Members, employees, and other agents, to cover any liability asserted against or incurredby any officer, Board Member, employee, or agent in such capacity or arising from the officer’s,
Board Member’s employee’s, or agent’s status as such.
Section 6. Maintenance of Corporate Records. This Corporation shall keep the following:(a) Adequate and correct books and records of account.
ARTICLE VII1
Inspection Rights
Section 1. Members Right to Inspect(a) Membership Records. Unless the Corporation provides a reasonable alternative as
provided below, any Member may do either or both of the following for a purpose
reasonably related to the Member’s interest as a Member:29

(1) Inspect and copy the records containing Members’ names, addresses, andvoting rights during usual business hours on five days’ prior written demandon the Corporation, which must state the purpose for which the inspection
rights are requested; or(2) Obtain from the Secretary of the Corporation, on written demand and tenderof a reasonable charge, a list of names, addresses, and voting rights ofMembers who are entitled to vote for Board Members as of the most recent
record date for which that list has been compiled, or as of the date, after thedate of demand, specified by the Member. The demand shall state the purpose
for which the list is requested. The Secretary shall make this list available to
the Member on or before the later of ten days after the demand is received or
the date specified in the demand as the date as of which the list is to becompiled.
The Corporation may, within ten business days after receiving a demand
under this Section, make a written offer of an alternative method of reasonable
and timely achievement of the proper purpose specified in the demand without
providing access to or a copy of the Membership list. Any rejection of thisoffer must be in writing and must state the reasons the proposed alternative
does not meet the proper purpose of the demand.
If the Corporation reasonably believes that the information will be used for a
purpose other than one reasonably related to a person’s interest as a Member,
or if it provides a reasonable alternative under this Section, it may deny theMember access to the Membership list.
Any inspection and copying under this Section may be made in person or by
the Member’s agent or attorney. The right of inspection includes the right tocopy and make extracts. This right of inspection extends to the records of any
subsidiary of the Corporation.
(b) Accounting Records and Minutes. On written demand on the Corporation, any
Member may inspect, copy, and make extracts of the accounting books and records
and the minutes of the proceedings of the Members, the Board, and committees of theBoard at any reasonable time for a purpose reasonably related to the Member’sinterest as a Member. Any such inspection and copying may be made in person or by
the Member’s agent or attorney. This right of inspection extends to the records of any
subsidiary of the Corporation.
(c) Maintenance and Inspection of Articles and Bylaws. This Corporation shall keep
at its principal office the original or a copy of the articles of Incorporation andbylaws, as amended to the current date, which shall be open to inspection by theMembers at all reasonable times during office hours. If a Member is, for good reason
in the sole discretion of the Corporation, unable to inspect the Articles ofIncorporation and bylaws at the Corporation’s principal business office, the Secretary30

shall, on the written request of such Member, furnish to that Member a copy of the
Articles of Incorporation and bylaws, as amended to the current date.
Section 2. Board Member’s Right to Inspect. Every Board Member shall have the absoluteright at any reasonable time to inspect the Corporation’s books, records, documents of every
kind, physical properties, and the records of each subsidiary. The inspection may be made inperson or by the Board Member’s agent or attorney. The right of inspection includes the right tocopy and make extracts of documents.
ARTICLE 1X
Required Reports
Section 1. Annual Report. The Board shall cause an annual report to be sent to the Members
and Members of the Council within 120 days after the end of the Corporation's fiscal year. That
report shall contain the following information in appropriate detail:(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of
the fiscal year;(b) The principal changes in assets and liabilities, including trust funds;(c) The Corporation's revenue or receipts, both unrestricted and restricted to particularpurposes;(d) The Corporation's expenses or disbursements for both general and restrictedpurposes;(e) Any information required by other provisions of these bylaws; and(f) An independent accountants' report or, if none, the certificate of an authorized officerof the Corporation that such statements were prepared without audit from the
Corporation's books and records.
This requirement of an annual report shall not apply if the Corporation receives lessthan $25,000 in gross receipts during the fiscal year, provided, however, that the
information specified above for inclusion in an annual report must be furnishedannually to all directors and to any Member who requests it in writing. If the Board
approves, the Corporation may send the report and any accompanying material sent
pursuant to this section by electronic transmission.
Section 2. Annual Statement of Certain Transactions and Indemnifications. As part of theannual report to all Members, or as a separate document if no annual report is issued, theCorporation shall, within 120 days after the end of the Corporation's fiscal year, annually prepare
and mail, deliver, or send by electronic transmission to each Member and furnish to each Board
Member a statement of any transaction or indemnification of the following kind:31

(a) Any transaction (i) in which the Corporation, or its parent or subsidiary, was a party,(ii) in which an "interested person" had a direct or indirect material financial interest,and (iii) which involved more than $50,000 or was one of several transactions withthe same interested person involving, in the aggregate, more than $50,000. For thispurpose, an "interested person" is either(1) any Board Member or officer of the Corporation, its parent, or subsidiary (butmere common directorship shall not be considered such an interest); or(2) any holder of more than 10 percent of the voting power of the Corporation, its
parent, or its subsidiary. The statement shall include a brief description of thetransaction, the names of interested persons involved, their relationship to the
Corporation, the nature of their interest in the transaction and, if practicable,
the amount of that interest, provided that if the transaction was with apartnership in which the interested person is a partner, only the interest of thepartnership need be stated.
(b) Any indemnifications or advances aggregating more than $10,000 paid during the
fiscal year to any officer or Board Member of the Corporation under these bylaws,
unless that indemnification has already been approved by the Members.

ARTICLE X
Amendments
Section 1. Proposal by Board of Directors.
(a) Amendments to these Bylaws may be initiated by either (i) a two-thirds (2/3) vote of theBoard, or (ii) a petition signed by any ten (10) Members of the Council and29 submitted in writing to the Secretary for referral to the Board. Such a petition shall be brought
before the Board and voted upon not later than three (3) months after the date of filing with theSecretary.
(b) A proposed amendment must receive an affirmative vote of two-thirds (2/3) of the Board to
be presented to the Council for action.
Section 2. Vote of Council.
(a) Subject to the Members' rights under Section 3 below, the Council may adopt, amend, or
repeal bylaws unless doing so would:(1) materially and adversely affect the Members' rights as to voting, dissolution, redemption, ortransfer;(2) increase or decrease the number of Members authorized in total or for any class;(3) effect an exchange, reclassification, or cancellation of all or part of the Memberships; or(4) authorize a new class of Membership.
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(b) Once the Board has approved a proposed amendment to the bylaws, the proposed amendment
shall be sent to Members of the Council within four (4) weeks of the Board meeting at which it
was approved.
(c) A proposed amendment which has been initiated by a Membership petition, but which fails toreceive a two-thirds (2/3) vote of approval in the Board may still be presented to the Council for
approval by resubmitting the petition in writing with ten (10) additional signatures, to theSecretary, who will then have the amendment presented to the Council in the manner describedabove.
(d) An amendment which has been approved by the Council shall become effective upon its
passage. Once Members have been admitted to the Corporation, the Council may not, without theMembers' approval, specify or change any bylaw that would(1) fix or change the authorized number of Council Members,(2) fix or change the minimum or maximum number of Council Members, or(3) change from a fixed number of Council Members to a variable number of Council Members,
or vice versa.
Section 3. Vote of Membership. Without the approval of the Members, the Council may not adopt,
amend, or repeal any bylaw that would:(a) increase or extend the terms of Council Members;(b) allow any Council Member to hold office by designation or selection rather than by election
by the Members;(c) increase the quorum for Members' meetings.

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