NJI Bylaws

Page 1 of 17

Subj: Amended & Restated NJI By-Laws

Date: 12/13/2014 5:16:49 P.M. Eastern Daylight Time

AMENDED AND RESTATED

BY-LAWS

THE NEW JERSEY INSTITUTE FOR TRAINING IN PSYCHOANALYSIS, INC.

(the “Corporation”) (Amended after and in accordance with the Board of Trustees Meeting held on December 13, 2015)

ARTICLE I

MISSION STATEMENT

The purpose of this organization is to educate and train psychoanalysts/psychotherapists by:

Providing a school for training and educating psychoanalysts/ psychotherapist:

psychoanalytic supervisors, group therapists and child and adolescent therapists

Providing a clinic for the training of psychoanalysis and psychotherapists as well a

a service to the community

Engaging in the dissemination of knowledge about psychoanalysis through

research, meetings, reports, discussions and publications

Providing an environment for the growth of a psychoanalytic community, which

includes leadership opportunities

ARTICLE II

REGISTERED OFFICE AND AGENT

2.1 Registered Office — The ofﬁce of the Corporation shall be located at 121 Cedar Lane

Suite 3-A, Teaneck, New Jersey 07666 or any other location chosen and approved by the Board

of Trustees. The name of the Corporation’s current registered agent at that address is Janice Victor.

2.2 Principal Place of Business — The principal place of business shall be 121 Cedar Lane

Suite 3-A, Teaneck, New Jersey 07666.

2.3 Other Places of Business — Branch or subordinate places of business or ofﬁces may be

established at any time by the members of the Membership Organization (the “Members”), wit

the approval of the Board of Trustees (“Board”) or by the Board, at any place or places where the

Corporation is qualiﬁed to do business or where qualiﬁcation is not required.

ARTICLE III

MEMBERS

3.1 Membership — The Members of the Corporation shall have all rights and privileges speciﬁed in

the by-laws of the Membership Organization (MONJI), provided, however, that nothing therein shall conﬂict with the applicable laws of the State of New Jersey the Certiﬁcate of Incorporation, or these by laws.

Page 2 of 17

3.2 Qualiﬁcations and Admission of Members — MONJI is comprised of graduates of the Institute

and to graduates of any psychoanalytic institute who elect to join. Its function is to represent graduates in the maintenance and development of the

Institute.

3.3 Annual and Special Meetings — Regular meetings of the Members shall be held at least

annually, at a time and place to be determined by the Members. Special meetings of the Members may be called at any time by a majority of the Members.

3.4 Use of Communications Equipment — Any or all Members may participate in a meeting c

MONJI by means of conference telephone or any means of communication by which all person

participating and entitled to vote in the meeting are able to hear each other.

3.5 Action Without Meetings — The Members may act without a meeting if, prior or subsequent

the action, a simple majority of MONJI members consents in writing to the action. The written consents shall be ﬁled in the Corporation’s minute book.

3.6 Certain Powers —

3.6.1 In addition to all rights and privileges granted to voting Members under the New Jersey

Nonproﬁt Corporation Act, as the same may be amended from time to time, and such additional

rights and privileges as are provided for in the Certiﬁcate of Incorporation, the Members shall

have the following rights and powers, which shall be exercised by majority vote of the Member

present at a duly called meeting of MONJI at which a quorum is present: A quorum will consist of 10 MONJI Members.

3.6.1.1 to remove, with cause, any ofﬁcer of the Corporation;

3.6.1.2 to remove, with or without cause, any Trustee, as deﬁned below, or Executive

Board member and to ﬁll any vacancies created by the resignation, removal c

termination of any Trustee, Executive Board or Training Board (“TB”) members or an

increase in the number of Trustees, Executive Board or TB members; and

3.6.1.3 to abolish any committee established pursuant to these by-laws and to remove

with cause, any member of any committee established pursuant to these by

laws.

3.6.2 The power and authority of the Members under this Section 3.6 shall be exclusive, excel:

as otherwise expressly provided in these by-laws or the Certiﬁcate of Incorporation. The Board

of MONJI members shall consider the desires of the Members pursuant to the exercise of such power and authority; provide that the Board shall not carry out any direction of the Members which requires any action which violates the Certiﬁcate of Incorporation or any other provision of these by-laws, or the laws of the State of New Jersey, or which is not permitted to be taken by an organization exempt from federal income tax Section 501(c)(3) of the Internal Revenue Code of 1986, or which is unlawful.

Page 3 of 17

3.6.3 The ofﬁcers of MONJI will be elected in keeping with the by-laws of the Membership

Organization.

ARTICLE IV

BOARD OF TRUSTEES

4.1 Management of the Company — The affairs of the Corporation shall be overseen by the Board

which shall have the power and authority to do and perform all acts and functions permitted under the New Jersey Nonproﬁt Corporation Act not inconsistent with the Corporation’s Certiﬁcate of

Incorporation or these by-laws. The Board shall have the general charge and control of defining the policies and specifying the procedures and principles which guide the Corporation and the raising and distribution of the Corporation’s funds.

4.2 Number of Trustees — The Board shall consist of not less than three (3) and not more than

twelve (12) Trustees (the “Trustees”), including any non-voting members. The number of Trustees shall capable of being increased or decreased by a vote of a majority of the members present at a duly called meeting at which a quorum is present, provided that such number shall not be decreased to less than three (3) or increased to more than twelve (12). Each Trustee shall be at least 18 years of age and need not be a United States citizen or resident of the State of New Jersey. The Board shall consist of at least three (3) outside community members, a non-voting Psychoanalytic Candidate Organization (“PACO”) advance candidate representative, one MONJI representative, the chairs of the TB, Executive Board, and a non-voting business administrator.

4.3 Election of Trustees — Trustees shall be elected by the Members of MONJI at the ﬁrst regular meeting of

the Members each ﬁscal year by a plurality of the votes cast (referred to in this Section 3.3 as the

“Annual Meeting”).

4.4 Chair of the Board — At the annual meeting of the Board, the Board shall elect a Chair of the

Board (the “Board Chair”) to ﬁll any vacancy of the Board Chair whose term is then ending from among the Trustees and as an ofﬁcer of the Corporation for three (3) years from the date of election and thereafter until his or her successor has been elected and qualiﬁed. A person who has served as the

Board Chair for a full three (3) year term may be re-elected for additional terms of one ( 1) year.

4.5 Regular Meetings — Regular meetings of the Board shall be held at times and places to be

determined by the Board. The board shall hold a minimum of four quarterly meetings each year, one of which shall be an annual meeting.

4.6 Special Meetings — Special meetings of the Board may be called by the Board Chair, or by, or 2

the request of any two (2) Trustees.

Page 4 of 17

4.7 Notice — Regular meetings of the Board may be held without notice, provided an amiuz

schedule is approved in advance by the Board. Special meetings of the Board shall be held upon not less than twenty-four (24) hours notice if given orally (either by telephone or in person), upon not less than forty-eight (48) hours notice if given by facsimile transmission or electronic mail, upon not less than three (3) days notice if given by reputable overnight courier service, or upon not less than ﬁve (5) day notice if notice is given by United States certiﬁed mail, return receipt requested. The notice of the meeting shall be given to all Trustees and shall specify the time and place and set a proposed agenda of the meeting. Notice of any meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting. The attendance at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by the Trustee.

4.8 Use of Communications Equipment — Any or all Trustees may participate in a meeting of the

Board by means of a conference telephone or any means of communication by which all person

participating and entitled to vote in the meeting are able to hear each other.

4.9 Action Without Meetings – The Board may act without a meeting if, prior or subsequent to the

action, each Trustee consents in writing to the action. The written consents shall be ﬁled in the

Corporation’s minute book.

4.10 Quorum — One-third (1/3) of the entire Board shall constitute a quorum for the transaction c

business. Any act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Certiﬁcate of

Incorporation or by these by-laws.

4.11 Retirement or Resignation — Any Trustee may retire or resign at any time by giving written

notice to the Members and/or the Board of the Corporation.

4.12 Removal — Any or all of the Trustees shall be subject to removal, with or without cause, at an

time, pursuant to the provisions of Section 3.6.1.2 of these by-laws. Any Trustee who is absent from

more than three (3) regular meetings without approval of the Board may be removed.

4.13 Vacancies in the Board of Trustees — Any vacancy in the Board created by the resignation

removal or termination of any Trustee may be ﬁlled for the unexpired term only by the MONJI Members pursuant to the provisions of Section 3.6.1.2 of these by-laws. Any vacancy in the Board created by an increase in the number of Trustees may be ﬁlled only by the vote of MONJI Members, pursuant to the provisions Section 3.6.1.2 of these by-laws.

4.14 Waivers of Notice — Any action taken at any meeting of the Board, however called and notice

or wherever held, shall be as valid as though the meeting had been duly held after a regular call an

notice if a quorum was present and if, before or after the meeting, each of the trustees not present signs written wavier of notice. All written waivers shall be ﬁled with the corporate records or made a part of the minutes of the meeting.

Page 5 of 17

The attendance of any of the Trustees at a meeting without protesting prior to the conclusion of the meeting the lack of notice, shall constitute a waiver of notice by the Trustee. The fact of attendance without protest shall be recorded in the minutes of the meeting.

4.15 Conﬂicts of Interest ~ The Corporation shall adopt a conﬂict of interest policy, which shall b

adhered to by the Members, Trustees, Executive Board members, TB members, ofﬁcers, all committee members and employees of the Corporation. All Members, Trustees, Executive Board members, TB members, ofﬁcers, committee members and employees of the Corporation shall submit a statement to the Secretary of the Corporation on a form supplied by the Corporation acknowledging his or he agreement with the principles of the conﬂict of interest policy and listing any potential conﬂict of interest and any involvement with other nonproﬁt organizations which may cause a duality of interest

Each such statement shall be updated annually, on or about September lst of each year.

4.16 Honorary Positions — The Trustees may establish honorary positions on the Board to the extent necessary, as such Trustees see ﬁt.

ARTICLE V

OFFICERS

5.1 Election — Ofﬁcers other than the Board Chair shall be elected by the Board at an annual

meeting of the Board, and the Board shall elect a Treasurer, Secretary, and such other ofﬁces, including one or more Board Vice Chairs, Assistant Secretaries and/or Assistant Treasurers, as it deems necessary for conducting the Corporation’s affairs. The term of ofﬁce of each ofﬁcer shall be for three (3) years from the date of election and thereafter until his or her successor has been elected and qualiﬁed. One person may hold two (2) or more ofﬁces, but no ofﬁcer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law to be executed, acknowledged, or veriﬁed by two (2) or more ofﬁcers. Each ofﬁcer shall serve at the pleasure of the Board and shall be subject to removal at any time, with or without cause.

5.2 Vacancies in Offices — A vacancy in any ofﬁce because of death, resignation, removal,

disqualiﬁcation or otherwise may be ﬁlled by the Board of Trustees.

5.3 Election, Duties and Authority of the Board Chair — The Board Chair shall be elected in

accordance with the provisions of Section 4.4. The Board Chair shall preside at all meetings of the

Board, shall set the agenda at all meetings of the Board, shall have the authority to call meetings of the Board and of MONJI, and shall have such other authority as customarily associated with a chair of a board of trustees or as provided in these by-laws. The title “Board Chair” corresponds to the title “President” as used in the New Jersey Nonproﬁt Corporation Act. The title “President” shall be used in completing the Corporation’s annual report ﬁled pursuant to N.J.S.A. 15A:4-5.

5.4 Duties and Authority of Board Vice Chair — The Board Vice Chair, if elected, shall preside at

all meetings of the Board which the Board Chair is unable to attend, and shall perform the duties and have the authority as from time to time may be delegated to him or her by the Board or the Board Chair.

Page 6 of 17

5.5 Duties and Authority of Treasurer — The Treasurer shall be the custodian of the Corporation’s

funds and securities and shall deposit the same in the name and t the credit of the Corporation in such depository as may be approved by the Board. Monies shall be paid out by check at the direction of the Board of Directors. He/she shall keep full and accurate accounts of receipts and disbursements of such funds in books belonging to the Corporation and make reports at the quarterly meetings of the Board. He/she shall render to the Board Chair and the Board of Directors whenever they may require it an account of the ﬁnancial affairs of the Corporation and shall generally perform all duties pertaining to the ofﬁce of Treasurer and such other duties as may be required by the Board.

5.6 Duties and Authority of Secretary — The Secretary shall keep or cause to be kept the minutes

of all meetings of the Board and the Executive Committee. The Secretary shall record all of the votes of the Board. He/she shall have custody of all books required by law to be ﬁled by the Board. The Secretary shall keep a record of the attendance of members at the annual meeting. Board meetings and all special committee meetings required by the Board. Full Board minutes shall be sent to Board Members. The Secretary shall give notice of meetings to the Board, shall keep a record of the names of all Members and shall keep a record of the complete residence and usual place of business address of all Members. The Secretary shall perform such other duties and possess such other powers as are incident to the ofﬁce of Secretary or as shall be assigned to him or her by the Board or the Board Chair.

ARTICLE VI

EXECUTIVE BOARD

6.1 Mission — the mission of the executive board is to work with the administrative ofﬁce of The

New Jersey Institute to oversee the daily operations of NJI, and the Clinic in accordance with the

Certiﬁcate of Incorporation and the bylaws of NJI, and make regular reports and recommendations to the Board of Trustees.

6.2 Members — The members of the executive board shall be the chairs of the committees as

follows:

. Chair of the Executive Board

. Chair Candidate Training Board

. Chair, Candidate Recruitment Committee

Chair, Conference and Events Committee

Chair, Marketing Publications and Publicity Committee

. Chair, Standards and Ethic Committee

. Chair, Nominating Committee

Director, Child and Adolescent Psychotherapy Program

Chair, Faculty and curriculum of Child & Adolescent program

. Director, Clinic

Director, Supervision Programs

Director, Group Program

PACO representative

Chair, MONJI

Page 7 of 17

6.3 Committees

ANNUAL CONFERENCE COMMITTEE

This committee is to arrange for annual professional conferences that are open to all mental

health colleagues. Members of the faculty and candidates volunteer to assist on this committee.

FUND RAISING COMMITTEE

To plan opportunities for the Institute to raise money

MARKETING PUBLICATIONS AND PUBLICITY COMMITTEE

The function of this committee is to publish all relevant publicity for our programs collateral materials for all NJI activities.

PSYCHOANALYTIC CLINIC COMMITTEE

The function of this committee is to oversee the clinic affiliation process and to oversee the

administration of clinic operations, including public relations and advertising, community

awareness, patient intake process, patient referrals, affiliate supervision, and general record

keeping. Members of this committee are members of the TC.

PSYCHOANALYTIC CANDIDATES ORGANIZATION

P.A.C.O. functions to facilitate two-way communication between candidates and faculty to

facilitate student input into the development and evaluation of the Institute and to aid in

understanding and servicing of both groups.

THE NOMINATING COMMITTEE

To prepare a slate of nominees for leadership positions in the organization.

6.4 Notice – Regular meetings of the Executive Board may be held without. Special meetings of the

Executive Board shall be held upon not less than twenty-four (24) hours notice if given orally (either be telephone or in person), upon not less than forty-eight (48) hours notice if given by facsimile

transmission or electronic mail, upon not less than three (3) days notice if given by reputable overnight courier service, or upon not less than ﬁve (5) days notice if notice is given by United States certiﬁed mail, return receipt requested. The notice of the meeting shall specify the time and place, and may, but need not specify the purposes of the meeting. Notice of any meeting need not be given to any Executive Board member who signs a waiver of notice, whether before or after the meeting. The attendance at meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by the Executive Board member.

6.5 Use of Communications Equipment — Any or all Executive Board members may participate in

a meeting of the Executive Board by means of a conference telephone or any means of communication by which all persons participating and entitled to vote in the meeting are able to hear each other.

6.6 I Action Without Meetings – The Executive Board may act without a meeting if, prior c

subsequent to the action, each Executive Board member consents in writing to the action. The written consents shall be ﬁled in the Corporation’s minute book.

Page 8 of 17

6.7 Quorum — One-third (l/3) of the entire Executive Board shall constitute a quorum for the

transaction of business. Any act of the majority of the Executive Board members present at a meeting 2 which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law or by these by-laws.

6.8 Retirement or Resignation — Any Executive Board member may retire or resign at any time by

giving written notice to the members of the Board and the Executive Board.

6.9 Removal ~ Any or all of the Executive Board members shall be subject to removal, with or

without cause, at any time, pursuant to the provisions of Section 3.6 of these by-laws.

6.10 Vacancies on the Executive Board — Any vacancy in the Executive Board created by the

resignation, removal or termination of any Executive Board member may be ﬁlled for the unexpired

term only by the Members of MONJI, pursuant to the provisions of Section 3.6 of these by-laws. Any vacancy on the Executive Board created by an increase in the number of Executive Board members may be ﬁlled only the Members, pursuant to the provisions of Section 3.6 of these by-laws.

6.11 Waivers of Notice — Any action taken at any meeting of the Executive Board, however called

and noticed or wherever held, shall be as valid as though the meeting had been duly held after a regular call and notice if a quorum was present and if, before or after the meeting, each of the Executive Board members not present signs a written wavier of notice. All written waivers shall be ﬁled with the corporate records or made a part of the minutes of the meeting. The attendance of any of the Executive Board member at a meeting without protesting prior to the conclusion of the meeting the lack of notice shall constitute a waiver of notice by the Executive Board member. The fact of attendance without protest shall be recorded in the minutes of the meeting.

6.12 Committees – The Executive Board shall have the authority to establish committees of the Executive Board and such committees shall meet on an ongoing and regular basis.

6.13 Authority — The committees of the Executive Board shall have whatever authority as is

Assigned to them by the Executive Board in authority to act on behalf of the Corporation. At least one (1) of the members of each of the committees of the Executive Board shall be an Executive Board member. The other committee members may be ofﬁcers or other employees of the Corporation or other persons who have experience, expertise, or a special background of value to the areas of responsibility of the committee. Committee members may be removed by the Executive Board, with cause, at any time.

6.14 Chair and Secretary — The Executive Board shall choose one (1) of the members of each

committee who is also an Executive Board member to serve as a committee chair. Each committee shall from time to time designate a secretary of the committee who shall keep a record of its proceedings.

Page 9 of 17

6.15 Vacancies — Vacancies occurring from time to time in the membership of any committee may be ﬁlled by the Executive Board, for the unexpired term of the member whose death, resignation, removal or disability causes the vacancy, and shall be so ﬁlled if, as the result of the vacancy, there shall be Executive Board members on the committee.

6.16 Meetings ~ Each committee shall adopt its own rules of procedure and shall meet as needed an

at such times and places as it may determine. Members of committees may attend meetings through the medium of communications equipment (in the manner as any members of the Executive Board), and a committee may act by unanimous written consent in lieu of a meeting (in the same manner as may the Executive Board).

6.17 Notice — If the committee establishes regular meeting dates, it shall not be necessary to give

notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods speciﬁed in these by-laws with respect to notices of special meetings of the Executive Board. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.

6.18 Quorum — A quorum at any meeting of a committee shall be the presence of a majority of the

members of the entire committee. Every act or decision done or made by a majority of the member

present shall be regarded as the act of the committee.

6.19 Reports — Actions taken at a meeting of any committee shall be reported to the executive Boar

at its next meeting following the committee meeting, except that when the meeting of the Executive

Board is held within two (2) days after the committee meeting, the report shall, if not made at the ﬁrst meeting, be made to the Executive Board at the second meeting following the committee meeting.

6.20 Executive Board Delegate – The Executive Board shall designate an Executive Board member

to act as the Executive Board Delegate to the Board of Trustees. The Executive Board Delegate shall attend all regular meetings of the Board of Trustees and report to the Board of Trustees on the actions of the Executive Board. The Executive Board Delegate may also be a member of the Board of Trustees.

6.21 Election and Appointment of Chairs and Terms of Office. The Chair of the Executive Boar

will be elected by MONJI for a term of three (3) years.

The Clinic Director will be appointed by the Board of Trustees for a term of three (3) years.

ARTICLE VII

TRAINING BOARD

7.1 Mission — TB participates in all training and evaluative procedures from admissions to

certiﬁcation. The function of this committee is to organize, implement, and coordinate the annual

training and evaluation process of all candidates in order to ascertain whether candidates are meeting the educational and personal analytic requirements in order to complete the training program.

Page 10 of 17

In addition, the TB shall have whatever other authority it is granted by the Board of Trustees; any structural changes recommended by the TB must be voted upon by MONJI.

7.2 Members- The members of the TB shall be as follows:

Director of the Child and Adolescent Program

Chair of the Group Program

Director of the Clinic

Chair of the Faculty and Curriculum Committee

Up to four (4) additional members who have been members for at least two years and have

achieved control status, may be elected from MONJI.

7.3 The Chair of the TB shall be chosen by the members of the TB.

7.4 Committees

7.4.1 Faculty and Curriculum Committee

The mission of the Faculty Committee is to oversee the selection of faculty members who adhere

to the basic philosophy of the Institute, establish faculty job descriptions and requirements,

approve of faculty appointments, ascertain whether instructors combine appropriate theoretical

and clinical material in coursework, and periodically monitor faculty performance. This

committee shall also have jurisdiction over all matters regarding the curriculum, the appointment

of faculty, the administration of faculty affairs, and any assessment of faculty.

7.4.2 The members of the Faculty and Curriculum Committee shall be elected by the TB for a

three (3) year term. The members of those committees shall choose their chair for a period of

three (3) years.

7.5 Supervision Program Director and Committee — The function of this committee is to evaluate

graduate analysts Who have participated in the two-year supervisory seminar, as to their readiness to

serve as control analysts.

7.5.1 Notice — Regular scheduled meetings of the TB may be held without notice. Special meetings of the TB shall be held upon not less than twenty-four (24) hours notice if given orally (either by telephone or in person), upon not less than forty-eight (48) hours notice if given by facsimile transmission or electronic mail, upon not less than three (3) days notice if given by reputable overnight courier service, or upon not less than ﬁve (5) days notice if notice is given by United States certiﬁed mail, return receipt requested. The notice of the meeting shall specify the time and place, and may, but need not specify the purposes of the meeting. Notice of any meeting need not be given to any TB member who signs a waiver of notice, whether before or after the meeting. The attendance at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that TB member.

Page 11 of 17

7.6 The Group Program Director and the Child and Adolescent Director shall be elected by MONJl

for a term of three (3) years.

7.7 Use of Communications Equipment — Any or all TB members may participate in a meeting of

the TB by means of a conference telephone or any means of communication by which all person

participating and entitled to vote in the meeting are able to hear each other.

7.8 Action Without Meetings — the TCB may act without a meeting if, prior or subsequent to the

action, each TB member consents in writing to the action. The written consents shall be ﬁled in the

Corporation’s minute book.

7.9 Quorum — One-third (1/3) of the entire TB shall constitute a quorum for the transaction of

business. Any act of the majority of the TB members present at a meeting at which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law or these by laws.

7.10 Retirement or Resignation ~ Any TB member may retire or resign at any time by giving

written notice to the members, the Board and the TB.

7.11 Removal – Any or all of the TB Members shall be subject to removal, with or without cause, at

any time, pursuant to the provisions of Section 3.6.1.2 of these by-laws.

7.12 Vacancies on the TB — Any vacancy in the TB created by the resignation, removal or

termination of any TB member may be temporarily ﬁled by the Board until the next Annual

Membership meeting and then ﬁlled for the unexpired term by the members pursuant to the provisions

of Section 3.6 of these by-laws. Any vacancy in the TB created by an increase in the number TB

members may be ﬁlled only by the members, pursuant to the provisions of Section 3.6 of these by-laws.

7.13 Waivers of Notice — Any action taken at any meeting of the TB, however called and noticed or wherever held, shall be valid as though the meeting had been duly held after a regular call and notice in a quorum was present and if, before or after the meeting, each of the TB members not present signs a written waiver of notice. All written waivers shall be ﬁled with the corporate records or made a part of the minutes of the meeting. The attendance of any of the TB members at a meeting without protesting prior to the conclusion of the meeting the lack of notice shall constitute a waiver of notice by the TB member. The fact of attendance without protest shall be recorded in the minutes of the meeting.

7.14 Committees — The TB shall, subject to the approval of the Board of Trustees, have the authority to establish committees of the TB and such committees shall meet on an ongoing and regular basis.

7.15 Authority — The committee of the TB shall have whatever authority as is speciﬁcally provided

by the Board of Trustees and in its By-Laws but shall not have the authority to act on behalf of the

Corporation. The Board of Trustees shall prescribe the power and authority of the TB committees where established.

Page 12 of 17

At least one (1) of the members of each of the committees of the TB shall be a TB member. The other committee members may be ofﬁcer or other employees of the Corporation or other persons who have experience, expertise, or a special background of value to the areas of responsibility

of the committee. Committee members may be removed by the TB with or without cause, at any time.

7.16 Chair and Secretary — The TB shall choose one (1) of the members of each committee who is

also a TB Member to serve as a committee chair. Each committee shall from time to time, designate a secretary of the committee who shall keep a record of its proceedings.

7.17 Vacancies ~ Vacancies occurring from time to time in the membership of any committee may be ﬁlled by the TB, for the unexpired term of the member whose death, resignation, removal or disability causes the vacancy, and shall be so ﬁlled with a member of the TB if, as the result of the vacancy, there shall be no TB members on the committee.

7.18 Meetings — Each committee shall adopt its own rules of procedure and shall meet as needed and at such times and places as it may determine. Members of committees may attend meetings through the medium of communications equipment (in the same manner as any members of the TB), and any committee may act by unanimous Written consent in lieu of a meeting (in the same manner as may the TB).

7.19 Notice — If the committee establishes regular meeting dates, it shall not be necessary to give

notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods speciﬁed in these by-laws with respect to notices of special meeting of the TB. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.

7.20 Quorum — A quorum of any meeting of a committee shall be the presence of a majority of the

members of the entire committee. Every act or decision done or made by a majority of the members

present shall be regarded as the act of the committee.

7.21 Reports — Actions taken at a meeting of any committee shall be reported to the TB at its next

meeting following the committee meeting, except that when the meeting of the TB is held within two (2 days after the committee meeting, the report shall, if not made at the ﬁrst meeting, be made to the TB at the second meeting following the committee meeting.

7.22 Training Board Delegate — The TB shall designate a TB member to act as the TB Delegate to

the Board of Trustees. The TB Delegate shall attend all regular meetings of the Board of Trustees and report to the Board of Trustees on the actions of the TB. The TB Delegate may also be a member of the Board of Trustees.

Page 13 of 17

ARTICLE VIII

STANDING COMMITTEES

8.1 Standing Committees — The Corporation shall have Standing Committees, which shall be

appointed by the Board. The Standing Committees shall be, but are not limited to, ﬁnance, Audit,

Development and Committee on Trustees and the Standards and Ethics Panel. All Standing Committees shall report directly to the Board of Trustees.

8.2 Duties of the Standing Committees

Standing committees can be convened from time to time to address Board of Trustee issues which require special attention beyond the normal activities of the Board. These standing Committees perform at the pleasure of the Board of Trustees for as long as they are needed.

Standing committees to perform fundraising and capital seeking activities to perform budgeting functions, to perform audit functions, to perform ethics and standards reviews may be needed and each such committee shall consist of at least two people.

Standing committees which are assigned operational responsibilities, such as marketing and branding activities, should not be convened in order to maintain clear boundaries between the operational responsibility of the Executive Board and the Strategic, Capital Raising Community Relations, and Policy determining role of the Board of Trustees.

8.2.1 FINANCE COMMITTEE – The Finance Committee shall consist of at least three (3)

individuals, at least one of which shall be the Treasurer of the Corporation. The Finance

Committee shall be responsible for overseeing all ﬁnancial matters, including but not limited to

(i) developing investment strategies, (ii) reviewing the Corporation’s annual ﬁnancing budget

and (m) working with the Audit Committee in developing, implementing and ensuring

compliance with all ﬁnance, accounting, legal and ethics policies and procedures; and

8.2.2 AUDIT COMMITTEE – The Audit Committee shall consist of at least three (3)

individuals, at least one of which shall be an “independent” Director of the Corporation, subject

to the limitation that the Chair and Vice Chair shall not be eligible to serve on the Audit

Committee. An “independent” Director is deﬁned as an individual who (i) is not a salaried

ofﬁcer or employee of the Corporation, (ii) does not have any relationship that, in the opinion of

the Board, would interfere with his or her exercise of independent judgment as an Audit

Committee member, and (m) does not accept any consulting, advisory, or other compensatory

fee from the Corporation. The Audit Committee shall be responsible for (i) reviewing the

Corporation’s annual ﬁnancial budget, (ii) developing, implementing and ensuring compliance

with all ﬁnance, accounting, legal and ethics policies and procedures, and (m) engaging and

coordinating with the Corporation’s outside auditors with respect to the audit of the

Corporation’s ﬁnancial statements; and

Page 14 of 17

8.2.3 DEVELOPMENT COMMITTEE – The Development Committee shall consist of at

least two (2) individuals and shall be responsible for (i) the development of a fundraising and

marketing plan for the Corporation, (ii) the organization of fundraising and marketing

campaigns, and (m) the management of such fundraising and marketing campaigns and

strategies; and

8.2.4 COMMITTEE ON TRUSTEES – The Committee on Trustees shall consist of at least

two (2) individuals, and shall be responsible for the oversight of the Board’s participation,

membership, support, education and orientation of new Board members and shall also (i) review

and identify the expertise needs of the Board and ofﬁcers based on the Corporation’s strategic

goals. The Committee on Trustees shall also recommend to the Nominating Committee possible

candidates for any Trustee positions which are to be elected for that year.

8.2.5 STANDARD AND ETHICS PANEL – The function of the standards and ethics

committee is to review all student complaints in a fair and impartial manner. Any student

problems would ﬁrst be brought up before the TB. If the student feels he was not evaluated

fairly by the TB, then his complaint would be brought up before the Standard and Ethics Panel.

8.3 Additional Committees — The Board may from time to time establish additional committees for

Corporation business purposes, each of which shall consist of two (2) or more persons. The Executive Action Committee-this committee is comprised of the chairs of the Executive Board, the Training Board and the Clinic Director. The EAC will address issues which face any of its members when the scope of the issue is an operational issue which extends beyond the mandate of any one of the Members’ responsibility. Decisions made by the EAC require the support of at least two EAC members. Such decisions will be binding on all operational boards and committees. Meetings will be held twice a year or as needed at the request of any of the members of the EAC. A quorum required for all decisions must include all members of the EAC.

8.4 Authority —The Board shall prescribe the powers and authority of all committees when

established. The Committee on Trustees and any committee that is delegated the power to act on behalf of the Corporation shall consist exclusively of Trustees. At least one (1) of the members of each of the other committees of the Board shall be one of the Trustees. The other members may be ofﬁcers or other employees of the Corporation or other persons who have experience, expertise, or a special background of value to the areas of responsibility of the committee. Committee members may be removed by the Board, with or without cause, at any time.

8.5 Chair and Secretary — The Board shall choose one (l) of the members of each committee who

is also a Trustee to serve as a committee chair. Each committee shall from time to time, designate a

secretary of the committee who shall keep a record of its proceedings.

8.6 Vacancies – Vacancies occurring from time to time in the membership of any committee may be

ﬁlled by the Board for the unexpired term of the member whose death, resignation, removal or disability causes the vacancy, and shall be so ﬁlled if, as the result of the vacancy, there shall be no Trustees on the committee.

Page 15 of 17

8.7 Meetings — Each committee shall adopt its own rules of procedure and shall meet as needed and at such times and places as it may determine. Members of committees may attend meetings through the medium of communications equipment (in the same manner as any members of the Board), and any committee may act by unanimous written consent in lieu of a meeting (in the same manner as may the Board).

8.8 Notice — If the committee establishes regular meeting dates, it shall not be necessary to give

notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods speciﬁed in these by-laws with respect to notices of special meetings of the Board. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.

8.9 Quorum — A quorum at any meeting of a committee shall be the presence of a majority of the

members of the entire committee. Every act or decision done or made by a majority of the members

present at a committee meeting duly held at which a quorum is present shall be regarded as the act of the committee.

8.10 Reports — Actions taken at a meeting of any committee shall be reported to the Board at its next meeting following the committee meeting, except that when the meeting of the Board is held within two (2) days after the committee meeting, the report shall, if not made at the ﬁrst meeting, be made to the Board at the second meeting following the committee meeting.

8.11 Limitations of Powers — No committee of the Board shall have the authority to do any of the

following:

make, alter or repeal any by-law of the Corporation;
elect or remove any Trustee or Executive Board member, or remove any ofﬁcer who ma§

be elected or appointed only by the Board;

amend or repeal any resolution theretofore adopted by the Board which, by its terms, is

amendable or repealable only by the Board;

ﬁx compensation of any ofﬁcer who is a member of the committee for serving as an

ofﬁcer of the Corporation.

8.12 Powers of the Board — The Board shall have the power to:

abolish any committee at its pleasure; and
remove any person from membership on any committee at any time, with or without

cause.

ARTICLE VIX

ELECTIONS

9.1 Procedures — The Nominating Committee will recommend a slate of proposed candidates to the MONJI, who will present the candidates to the Members and hold an election. The MONJI shall (a) determine the number of vacant positions or expired terms requiring action and (b) in addition to the slate proposed by the Nominating Committee, receive and consider all names of candidates for election submitted by any of the members or any Trustee.

Page 16 of 17

9.2 Elections — At the ﬁrst regular meeting of each ﬁscal year, the members shall, by a majority,

elect Trustees, TB members and Executive Board members as necessary to ﬁll any vacancies. The

newly elected Trustees, TB and Executive Board members shall take ofﬁce immediately following

election at such meeting of the Members.

9.3 Vacancies — In the event of any vacancy in the Board, the Board Chair, or any ofﬁce because of

death, resignation, removal, disqualiﬁcation or otherwise, the Committee on Trustees shall submit to the Members or to the Board, as the case may be, within sixty (60) days from the date on which the vacancy occurs a list of potential candidates for election or for appointment who when elected will then serve until the next annual election held by MONJI.

ARTICLE X

FISCAL YEAR

The ﬁscal year of the Corporation shall end on August 31 of each year.

ARTICLE XI

CORPORATE SEAL

The corporate seal shall be in such form as the Board shall prescribe.

ARTICLE XII

AMENDMENTS

12.1 Force and Effect of By-Laws — These by-laws are subject to the provisions of the New Jersey

Nonproﬁt Corporation Act, as amended from time to time, and the Certiﬁcate of Incorporation, as

restated or amended from time to time. If any provision in these by-laws is inconsistent with a provision

in that Act or the Certiﬁcate of Incorporation, the provision of that Act or the Certiﬁcate of

Incorporation shall govern to the extent of the inconsistency.

12.2 Amendments to By-Laws — These by-laws may be altered, amended, or repealed at the annual

meeting of Members or at a special meeting of Members called for that purpose. They may also be

amended by the Board at any regular meeting or at any special meeting called for that purpose.

12.3 Notice of Amendments to By-Laws – No proposed amendment to these by-laws shall be voted

upon unless the Board of Trustees has been given at least twenty (20) days prior notice of the proposed amendment language. Similarly, no proposed amendment to these by laws shall be voted upon unless MONJI has also been given at least (20) days prior notice of the proposed amendment language.

ARTICLE XIII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

Page 17 of 17

13.1 Execution of Instruments — The Board Chair and the Treasurer, subject to the approval of the

Board, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board may authorize any ofﬁcer or ofﬁcers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such authorization may be general or conﬁned to speciﬁc instances.

13.2 Deposits — All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such banks or other depositories as the Board may select. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board from time to time shall determine.

13.3 Investments — The Corporation may invest its funds in any investment permitted by law but no investment shall be made without prior approval of the Board.

Page 1 of 17

Subj: Amended & Restated NJI By-Laws
Date: 12/13/2014 5:16:49 P.M. Eastern Daylight Time

AMENDED AND RESTATED
BY-LAWS
OF
THE NEW JERSEY INSTITUTE FOR TRAINING IN PSYCHOANALYSIS, INC.
(the “Corporation”) (Amended after and in accordance with the Board of Trustees Meeting held on December 13, 2015)

ARTICLE I

MISSION STATEMENT
The purpose of this organization is to educate and train psychoanalysts/psychotherapists by:
a. Providing a school for training and educating psychoanalysts/ psychotherapist:
psychoanalytic supervisors, group therapists and child and adolescent therapists
b. Providing a clinic for the training of psychoanalysis and psychotherapists as well a
a service to the community
c. Engaging in the dissemination of knowledge about psychoanalysis through
research, meetings, reports, discussions and publications
d. Providing an environment for the growth of a psychoanalytic community, which
includes leadership opportunities

ARTICLE II

REGISTERED OFFICE AND AGENT
2.1 Registered Office — The ofﬁce of the Corporation shall be located at 121 Cedar Lane
Suite 3-A, Teaneck, New Jersey 07666 or any other location chosen and approved by the Board
of Trustees. The name of the Corporation’s current registered agent at that address is Janice Victor.
2.2 Principal Place of Business — The principal place of business shall be 121 Cedar Lane
Suite 3-A, Teaneck, New Jersey 07666.
2.3 Other Places of Business — Branch or subordinate places of business or ofﬁces may be
established at any time by the members of the Membership Organization (the “Members”), wit
the approval of the Board of Trustees (“Board”) or by the Board, at any place or places where the
Corporation is qualiﬁed to do business or where qualiﬁcation is not required.

ARTICLE III

MEMBERS

3.1 Membership — The Members of the Corporation shall have all rights and privileges speciﬁed in
the by-laws of the Membership Organization (MONJI), provided, however, that nothing therein shall conﬂict with the applicable laws of the State of New Jersey the Certiﬁcate of Incorporation, or these by laws.

Page 2 of 17

3.2 Qualiﬁcations and Admission of Members — MONJI is comprised of graduates of the Institute
and to graduates of any psychoanalytic institute who elect to join. Its function is to represent graduates in the maintenance and development of the
Institute.

3.3 Annual and Special Meetings — Regular meetings of the Members shall be held at least
annually, at a time and place to be determined by the Members. Special meetings of the Members may be called at any time by a majority of the Members.

3.4 Use of Communications Equipment — Any or all Members may participate in a meeting c
MONJI by means of conference telephone or any means of communication by which all person
participating and entitled to vote in the meeting are able to hear each other.

3.5 Action Without Meetings — The Members may act without a meeting if, prior or subsequent
the action, a simple majority of MONJI members consents in writing to the action. The written consents shall be ﬁled in the Corporation’s minute book.

3.6 Certain Powers —

3.6.1 In addition to all rights and privileges granted to voting Members under the New Jersey
Nonproﬁt Corporation Act, as the same may be amended from time to time, and such additional
rights and privileges as are provided for in the Certiﬁcate of Incorporation, the Members shall
have the following rights and powers, which shall be exercised by majority vote of the Member
present at a duly called meeting of MONJI at which a quorum is present: A quorum will consist of 10 MONJI Members.

3.6.1.1 to remove, with cause, any ofﬁcer of the Corporation;

3.6.1.2 to remove, with or without cause, any Trustee, as deﬁned below, or Executive
Board member and to ﬁll any vacancies created by the resignation, removal c
termination of any Trustee, Executive Board or Training Board (“TB”) members or an
increase in the number of Trustees, Executive Board or TB members; and

3.6.1.3 to abolish any committee established pursuant to these by-laws and to remove
with cause, any member of any committee established pursuant to these by
laws.

3.6.2 The power and authority of the Members under this Section 3.6 shall be exclusive, excel:
as otherwise expressly provided in these by-laws or the Certiﬁcate of Incorporation. The Board
of MONJI members shall consider the desires of the Members pursuant to the exercise of such power and authority; provide that the Board shall not carry out any direction of the Members which requires any action which violates the Certiﬁcate of Incorporation or any other provision of these by-laws, or the laws of the State of New Jersey, or which is not permitted to be taken by an organization exempt from federal income tax Section 501(c)(3) of the Internal Revenue Code of 1986, or which is unlawful.
Page 3 of 17

3.6.3 The ofﬁcers of MONJI will be elected in keeping with the by-laws of the Membership
Organization.

ARTICLE IV

BOARD OF TRUSTEES

4.1 Management of the Company — The affairs of the Corporation shall be overseen by the Board
which shall have the power and authority to do and perform all acts and functions permitted under the New Jersey Nonproﬁt Corporation Act not inconsistent with the Corporation’s Certiﬁcate of
Incorporation or these by-laws. The Board shall have the general charge and control of defining the policies and specifying the procedures and principles which guide the Corporation and the raising and distribution of the Corporation’s funds.

4.2 Number of Trustees — The Board shall consist of not less than three (3) and not more than
twelve (12) Trustees (the “Trustees”), including any non-voting members. The number of Trustees shall capable of being increased or decreased by a vote of a majority of the members present at a duly called meeting at which a quorum is present, provided that such number shall not be decreased to less than three (3) or increased to more than twelve (12). Each Trustee shall be at least 18 years of age and need not be a United States citizen or resident of the State of New Jersey. The Board shall consist of at least three (3) outside community members, a non-voting Psychoanalytic Candidate Organization (“PACO”) advance candidate representative, one MONJI representative, the chairs of the TB, Executive Board, and a non-voting business administrator.

4.3 Election of Trustees — Trustees shall be elected by the Members of MONJI at the ﬁrst regular meeting of
the Members each ﬁscal year by a plurality of the votes cast (referred to in this Section 3.3 as the
“Annual Meeting”).

4.4 Chair of the Board — At the annual meeting of the Board, the Board shall elect a Chair of the
Board (the “Board Chair”) to ﬁll any vacancy of the Board Chair whose term is then ending from among the Trustees and as an ofﬁcer of the Corporation for three (3) years from the date of election and thereafter until his or her successor has been elected and qualiﬁed. A person who has served as the

Board Chair for a full three (3) year term may be re-elected for additional terms of one ( 1) year.

4.5 Regular Meetings — Regular meetings of the Board shall be held at times and places to be
determined by the Board. The board shall hold a minimum of four quarterly meetings each year, one of which shall be an annual meeting.

4.6 Special Meetings — Special meetings of the Board may be called by the Board Chair, or by, or 2
the request of any two (2) Trustees.

Page 4 of 17

4.7 Notice — Regular meetings of the Board may be held without notice, provided an amiuz
schedule is approved in advance by the Board. Special meetings of the Board shall be held upon not less than twenty-four (24) hours notice if given orally (either by telephone or in person), upon not less than forty-eight (48) hours notice if given by facsimile transmission or electronic mail, upon not less than three (3) days notice if given by reputable overnight courier service, or upon not less than ﬁve (5) day notice if notice is given by United States certiﬁed mail, return receipt requested. The notice of the meeting shall be given to all Trustees and shall specify the time and place and set a proposed agenda of the meeting. Notice of any meeting need not be given to any Trustee who signs a waiver of notice whether before or after the meeting. The attendance at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by the Trustee.

4.8 Use of Communications Equipment — Any or all Trustees may participate in a meeting of the
Board by means of a conference telephone or any means of communication by which all person
participating and entitled to vote in the meeting are able to hear each other.

4.9 Action Without Meetings – The Board may act without a meeting if, prior or subsequent to the
action, each Trustee consents in writing to the action. The written consents shall be ﬁled in the
Corporation’s minute book.

4.10 Quorum — One-third (1/3) of the entire Board shall constitute a quorum for the transaction c
business. Any act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Certiﬁcate of
Incorporation or by these by-laws.

4.11 Retirement or Resignation — Any Trustee may retire or resign at any time by giving written
notice to the Members and/or the Board of the Corporation.

4.12 Removal — Any or all of the Trustees shall be subject to removal, with or without cause, at an
time, pursuant to the provisions of Section 3.6.1.2 of these by-laws. Any Trustee who is absent from
more than three (3) regular meetings without approval of the Board may be removed.

4.13 Vacancies in the Board of Trustees — Any vacancy in the Board created by the resignation
removal or termination of any Trustee may be ﬁlled for the unexpired term only by the MONJI Members pursuant to the provisions of Section 3.6.1.2 of these by-laws. Any vacancy in the Board created by an increase in the number of Trustees may be ﬁlled only by the vote of MONJI Members, pursuant to the provisions Section 3.6.1.2 of these by-laws.

4.14 Waivers of Notice — Any action taken at any meeting of the Board, however called and notice
or wherever held, shall be as valid as though the meeting had been duly held after a regular call an
notice if a quorum was present and if, before or after the meeting, each of the trustees not present signs written wavier of notice. All written waivers shall be ﬁled with the corporate records or made a part of the minutes of the meeting.

Page 5 of 17

4.15 Conﬂicts of Interest ~ The Corporation shall adopt a conﬂict of interest policy, which shall b
adhered to by the Members, Trustees, Executive Board members, TB members, ofﬁcers, all committee members and employees of the Corporation. All Members, Trustees, Executive Board members, TB members, ofﬁcers, committee members and employees of the Corporation shall submit a statement to the Secretary of the Corporation on a form supplied by the Corporation acknowledging his or he agreement with the principles of the conﬂict of interest policy and listing any potential conﬂict of interest and any involvement with other nonproﬁt organizations which may cause a duality of interest
Each such statement shall be updated annually, on or about September lst of each year.

4.16 Honorary Positions — The Trustees may establish honorary positions on the Board to the extent necessary, as such Trustees see ﬁt.

ARTICLE V

OFFICERS

5.1 Election — Ofﬁcers other than the Board Chair shall be elected by the Board at an annual
meeting of the Board, and the Board shall elect a Treasurer, Secretary, and such other ofﬁces, including one or more Board Vice Chairs, Assistant Secretaries and/or Assistant Treasurers, as it deems necessary for conducting the Corporation’s affairs. The term of ofﬁce of each ofﬁcer shall be for three (3) years from the date of election and thereafter until his or her successor has been elected and qualiﬁed. One person may hold two (2) or more ofﬁces, but no ofﬁcer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law to be executed, acknowledged, or veriﬁed by two (2) or more ofﬁcers. Each ofﬁcer shall serve at the pleasure of the Board and shall be subject to removal at any time, with or without cause.

5.2 Vacancies in Offices — A vacancy in any ofﬁce because of death, resignation, removal,
disqualiﬁcation or otherwise may be ﬁlled by the Board of Trustees.

5.3 Election, Duties and Authority of the Board Chair — The Board Chair shall be elected in
accordance with the provisions of Section 4.4. The Board Chair shall preside at all meetings of the
Board, shall set the agenda at all meetings of the Board, shall have the authority to call meetings of the Board and of MONJI, and shall have such other authority as customarily associated with a chair of a board of trustees or as provided in these by-laws. The title “Board Chair” corresponds to the title “President” as used in the New Jersey Nonproﬁt Corporation Act. The title “President” shall be used in completing the Corporation’s annual report ﬁled pursuant to N.J.S.A. 15A:4-5.

5.4 Duties and Authority of Board Vice Chair — The Board Vice Chair, if elected, shall preside at
all meetings of the Board which the Board Chair is unable to attend, and shall perform the duties and have the authority as from time to time may be delegated to him or her by the Board or the Board Chair.
Page 6 of 17

5.5 Duties and Authority of Treasurer — The Treasurer shall be the custodian of the Corporation’s
funds and securities and shall deposit the same in the name and t the credit of the Corporation in such depository as may be approved by the Board. Monies shall be paid out by check at the direction of the Board of Directors. He/she shall keep full and accurate accounts of receipts and disbursements of such funds in books belonging to the Corporation and make reports at the quarterly meetings of the Board. He/she shall render to the Board Chair and the Board of Directors whenever they may require it an account of the ﬁnancial affairs of the Corporation and shall generally perform all duties pertaining to the ofﬁce of Treasurer and such other duties as may be required by the Board.

5.6 Duties and Authority of Secretary — The Secretary shall keep or cause to be kept the minutes
of all meetings of the Board and the Executive Committee. The Secretary shall record all of the votes of the Board. He/she shall have custody of all books required by law to be ﬁled by the Board. The Secretary shall keep a record of the attendance of members at the annual meeting. Board meetings and all special committee meetings required by the Board. Full Board minutes shall be sent to Board Members. The Secretary shall give notice of meetings to the Board, shall keep a record of the names of all Members and shall keep a record of the complete residence and usual place of business address of all Members. The Secretary shall perform such other duties and possess such other powers as are incident to the ofﬁce of Secretary or as shall be assigned to him or her by the Board or the Board Chair.

ARTICLE VI

EXECUTIVE BOARD

6.1 Mission — the mission of the executive board is to work with the administrative ofﬁce of The
New Jersey Institute to oversee the daily operations of NJI, and the Clinic in accordance with the
Certiﬁcate of Incorporation and the bylaws of NJI, and make regular reports and recommendations to the Board of Trustees.

6.2 Members — The members of the executive board shall be the chairs of the committees as
follows:
. Chair of the Executive Board
. Chair Candidate Training Board
. Chair, Candidate Recruitment Committee
Chair, Conference and Events Committee
Chair, Marketing Publications and Publicity Committee
. Chair, Standards and Ethic Committee
. Chair, Nominating Committee
Director, Child and Adolescent Psychotherapy Program
Chair, Faculty and curriculum of Child & Adolescent program
. Director, Clinic
Director, Supervision Programs
Director, Group Program
PACO representative
Chair, MONJI
Page 7 of 17

6.3 Committees

ANNUAL CONFERENCE COMMITTEE
This committee is to arrange for annual professional conferences that are open to all mental
health colleagues. Members of the faculty and candidates volunteer to assist on this committee.

FUND RAISING COMMITTEE
To plan opportunities for the Institute to raise money

MARKETING PUBLICATIONS AND PUBLICITY COMMITTEE
The function of this committee is to publish all relevant publicity for our programs collateral materials for all NJI activities.
PSYCHOANALYTIC CLINIC COMMITTEE
The function of this committee is to oversee the clinic affiliation process and to oversee the
administration of clinic operations, including public relations and advertising, community
awareness, patient intake process, patient referrals, affiliate supervision, and general record
keeping. Members of this committee are members of the TC.
PSYCHOANALYTIC CANDIDATES ORGANIZATION
P.A.C.O. functions to facilitate two-way communication between candidates and faculty to
facilitate student input into the development and evaluation of the Institute and to aid in
understanding and servicing of both groups.

THE NOMINATING COMMITTEE
To prepare a slate of nominees for leadership positions in the organization.

6.4 Notice – Regular meetings of the Executive Board may be held without. Special meetings of the
Executive Board shall be held upon not less than twenty-four (24) hours notice if given orally (either be telephone or in person), upon not less than forty-eight (48) hours notice if given by facsimile
transmission or electronic mail, upon not less than three (3) days notice if given by reputable overnight courier service, or upon not less than ﬁve (5) days notice if notice is given by United States certiﬁed mail, return receipt requested. The notice of the meeting shall specify the time and place, and may, but need not specify the purposes of the meeting. Notice of any meeting need not be given to any Executive Board member who signs a waiver of notice, whether before or after the meeting. The attendance at meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by the Executive Board member.

6.5 Use of Communications Equipment — Any or all Executive Board members may participate in
a meeting of the Executive Board by means of a conference telephone or any means of communication by which all persons participating and entitled to vote in the meeting are able to hear each other.

6.6 I Action Without Meetings – The Executive Board may act without a meeting if, prior c
subsequent to the action, each Executive Board member consents in writing to the action. The written consents shall be ﬁled in the Corporation’s minute book.

Page 8 of 17

6.7 Quorum — One-third (l/3) of the entire Executive Board shall constitute a quorum for the
transaction of business. Any act of the majority of the Executive Board members present at a meeting 2 which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law or by these by-laws.

6.8 Retirement or Resignation — Any Executive Board member may retire or resign at any time by
giving written notice to the members of the Board and the Executive Board.

6.9 Removal ~ Any or all of the Executive Board members shall be subject to removal, with or
without cause, at any time, pursuant to the provisions of Section 3.6 of these by-laws.

6.10 Vacancies on the Executive Board — Any vacancy in the Executive Board created by the
resignation, removal or termination of any Executive Board member may be ﬁlled for the unexpired
term only by the Members of MONJI, pursuant to the provisions of Section 3.6 of these by-laws. Any vacancy on the Executive Board created by an increase in the number of Executive Board members may be ﬁlled only the Members, pursuant to the provisions of Section 3.6 of these by-laws.

6.11 Waivers of Notice — Any action taken at any meeting of the Executive Board, however called
and noticed or wherever held, shall be as valid as though the meeting had been duly held after a regular call and notice if a quorum was present and if, before or after the meeting, each of the Executive Board members not present signs a written wavier of notice. All written waivers shall be ﬁled with the corporate records or made a part of the minutes of the meeting. The attendance of any of the Executive Board member at a meeting without protesting prior to the conclusion of the meeting the lack of notice shall constitute a waiver of notice by the Executive Board member. The fact of attendance without protest shall be recorded in the minutes of the meeting.

6.12 Committees – The Executive Board shall have the authority to establish committees of the Executive Board and such committees shall meet on an ongoing and regular basis.

6.13 Authority — The committees of the Executive Board shall have whatever authority as is
Assigned to them by the Executive Board in authority to act on behalf of the Corporation. At least one (1) of the members of each of the committees of the Executive Board shall be an Executive Board member. The other committee members may be ofﬁcers or other employees of the Corporation or other persons who have experience, expertise, or a special background of value to the areas of responsibility of the committee. Committee members may be removed by the Executive Board, with cause, at any time.

6.14 Chair and Secretary — The Executive Board shall choose one (1) of the members of each
committee who is also an Executive Board member to serve as a committee chair. Each committee shall from time to time designate a secretary of the committee who shall keep a record of its proceedings.

Page 9 of 17

6.16 Meetings ~ Each committee shall adopt its own rules of procedure and shall meet as needed an
at such times and places as it may determine. Members of committees may attend meetings through the medium of communications equipment (in the manner as any members of the Executive Board), and a committee may act by unanimous written consent in lieu of a meeting (in the same manner as may the Executive Board).

6.17 Notice — If the committee establishes regular meeting dates, it shall not be necessary to give
notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods speciﬁed in these by-laws with respect to notices of special meetings of the Executive Board. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.

6.18 Quorum — A quorum at any meeting of a committee shall be the presence of a majority of the
members of the entire committee. Every act or decision done or made by a majority of the member
present shall be regarded as the act of the committee.

6.19 Reports — Actions taken at a meeting of any committee shall be reported to the executive Boar
at its next meeting following the committee meeting, except that when the meeting of the Executive
Board is held within two (2) days after the committee meeting, the report shall, if not made at the ﬁrst meeting, be made to the Executive Board at the second meeting following the committee meeting.

6.20 Executive Board Delegate – The Executive Board shall designate an Executive Board member
to act as the Executive Board Delegate to the Board of Trustees. The Executive Board Delegate shall attend all regular meetings of the Board of Trustees and report to the Board of Trustees on the actions of the Executive Board. The Executive Board Delegate may also be a member of the Board of Trustees.

6.21 Election and Appointment of Chairs and Terms of Office. The Chair of the Executive Boar
will be elected by MONJI for a term of three (3) years.
The Clinic Director will be appointed by the Board of Trustees for a term of three (3) years.

ARTICLE VII

TRAINING BOARD

7.1 Mission — TB participates in all training and evaluative procedures from admissions to
certiﬁcation. The function of this committee is to organize, implement, and coordinate the annual
training and evaluation process of all candidates in order to ascertain whether candidates are meeting the educational and personal analytic requirements in order to complete the training program.

Page 10 of 17

Each member of the faculty and every supervisor and control analyst participates in this committee’s work. The functions of this committee are to prepare and develop requisite courses, to select faculty members who adhere to the basic philosophies of the Institute, to ascertain whether each instruction combines an appropriate proportion of theoretical and clinical material, and to provide for the continuing evaluation of faculty and curriculum.
In addition, the TB shall have whatever other authority it is granted by the Board of Trustees; any structural changes recommended by the TB must be voted upon by MONJI.
7.2 Members- The members of the TB shall be as follows:

Director of the Child and Adolescent Program
Chair of the Group Program
Director of the Clinic
Chair of the Faculty and Curriculum Committee
Up to four (4) additional members who have been members for at least two years and have
achieved control status, may be elected from MONJI.

7.3 The Chair of the TB shall be chosen by the members of the TB.

7.4 Committees

7.4.1 Faculty and Curriculum Committee
The mission of the Faculty Committee is to oversee the selection of faculty members who adhere
to the basic philosophy of the Institute, establish faculty job descriptions and requirements,
approve of faculty appointments, ascertain whether instructors combine appropriate theoretical
and clinical material in coursework, and periodically monitor faculty performance. This
committee shall also have jurisdiction over all matters regarding the curriculum, the appointment
of faculty, the administration of faculty affairs, and any assessment of faculty.

7.4.2 The members of the Faculty and Curriculum Committee shall be elected by the TB for a
three (3) year term. The members of those committees shall choose their chair for a period of
three (3) years.

7.5 Supervision Program Director and Committee — The function of this committee is to evaluate
graduate analysts Who have participated in the two-year supervisory seminar, as to their readiness to
serve as control analysts.

7.6 The Group Program Director and the Child and Adolescent Director shall be elected by MONJl
for a term of three (3) years.

7.7 Use of Communications Equipment — Any or all TB members may participate in a meeting of
the TB by means of a conference telephone or any means of communication by which all person
participating and entitled to vote in the meeting are able to hear each other.

7.8 Action Without Meetings — the TCB may act without a meeting if, prior or subsequent to the
action, each TB member consents in writing to the action. The written consents shall be ﬁled in the
Corporation’s minute book.
7.9 Quorum — One-third (1/3) of the entire TB shall constitute a quorum for the transaction of
business. Any act of the majority of the TB members present at a meeting at which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law or these by laws.

7.10 Retirement or Resignation ~ Any TB member may retire or resign at any time by giving
written notice to the members, the Board and the TB.

7.11 Removal – Any or all of the TB Members shall be subject to removal, with or without cause, at
any time, pursuant to the provisions of Section 3.6.1.2 of these by-laws.

7.12 Vacancies on the TB — Any vacancy in the TB created by the resignation, removal or
termination of any TB member may be temporarily ﬁled by the Board until the next Annual
Membership meeting and then ﬁlled for the unexpired term by the members pursuant to the provisions
of Section 3.6 of these by-laws. Any vacancy in the TB created by an increase in the number TB
members may be ﬁlled only by the members, pursuant to the provisions of Section 3.6 of these by-laws.

7.15 Authority — The committee of the TB shall have whatever authority as is speciﬁcally provided
by the Board of Trustees and in its By-Laws but shall not have the authority to act on behalf of the
Corporation. The Board of Trustees shall prescribe the power and authority of the TB committees where established.
Page 12 of 17

7.16 Chair and Secretary — The TB shall choose one (1) of the members of each committee who is
also a TB Member to serve as a committee chair. Each committee shall from time to time, designate a secretary of the committee who shall keep a record of its proceedings.

7.19 Notice — If the committee establishes regular meeting dates, it shall not be necessary to give
notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods speciﬁed in these by-laws with respect to notices of special meeting of the TB. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.

7.20 Quorum — A quorum of any meeting of a committee shall be the presence of a majority of the
members of the entire committee. Every act or decision done or made by a majority of the members
present shall be regarded as the act of the committee.

7.21 Reports — Actions taken at a meeting of any committee shall be reported to the TB at its next
meeting following the committee meeting, except that when the meeting of the TB is held within two (2 days after the committee meeting, the report shall, if not made at the ﬁrst meeting, be made to the TB at the second meeting following the committee meeting.

7.22 Training Board Delegate — The TB shall designate a TB member to act as the TB Delegate to
the Board of Trustees. The TB Delegate shall attend all regular meetings of the Board of Trustees and report to the Board of Trustees on the actions of the TB. The TB Delegate may also be a member of the Board of Trustees.

Page 13 of 17

ARTICLE VIII

STANDING COMMITTEES

8.1 Standing Committees — The Corporation shall have Standing Committees, which shall be
appointed by the Board. The Standing Committees shall be, but are not limited to, ﬁnance, Audit,
Development and Committee on Trustees and the Standards and Ethics Panel. All Standing Committees shall report directly to the Board of Trustees.

8.2 Duties of the Standing Committees

8.2.1 FINANCE COMMITTEE – The Finance Committee shall consist of at least three (3)
individuals, at least one of which shall be the Treasurer of the Corporation. The Finance
Committee shall be responsible for overseeing all ﬁnancial matters, including but not limited to
(i) developing investment strategies, (ii) reviewing the Corporation’s annual ﬁnancing budget
and (m) working with the Audit Committee in developing, implementing and ensuring
compliance with all ﬁnance, accounting, legal and ethics policies and procedures; and

8.2.2 AUDIT COMMITTEE – The Audit Committee shall consist of at least three (3)
individuals, at least one of which shall be an “independent” Director of the Corporation, subject
to the limitation that the Chair and Vice Chair shall not be eligible to serve on the Audit
Committee. An “independent” Director is deﬁned as an individual who (i) is not a salaried
ofﬁcer or employee of the Corporation, (ii) does not have any relationship that, in the opinion of
the Board, would interfere with his or her exercise of independent judgment as an Audit
Committee member, and (m) does not accept any consulting, advisory, or other compensatory
fee from the Corporation. The Audit Committee shall be responsible for (i) reviewing the
Corporation’s annual ﬁnancial budget, (ii) developing, implementing and ensuring compliance
with all ﬁnance, accounting, legal and ethics policies and procedures, and (m) engaging and
coordinating with the Corporation’s outside auditors with respect to the audit of the
Corporation’s ﬁnancial statements; and

Page 14 of 17

8.2.3 DEVELOPMENT COMMITTEE – The Development Committee shall consist of at
least two (2) individuals and shall be responsible for (i) the development of a fundraising and
marketing plan for the Corporation, (ii) the organization of fundraising and marketing
campaigns, and (m) the management of such fundraising and marketing campaigns and
strategies; and

8.2.4 COMMITTEE ON TRUSTEES – The Committee on Trustees shall consist of at least
two (2) individuals, and shall be responsible for the oversight of the Board’s participation,
membership, support, education and orientation of new Board members and shall also (i) review
and identify the expertise needs of the Board and ofﬁcers based on the Corporation’s strategic
goals. The Committee on Trustees shall also recommend to the Nominating Committee possible
candidates for any Trustee positions which are to be elected for that year.

8.2.5 STANDARD AND ETHICS PANEL – The function of the standards and ethics
committee is to review all student complaints in a fair and impartial manner. Any student
problems would ﬁrst be brought up before the TB. If the student feels he was not evaluated
fairly by the TB, then his complaint would be brought up before the Standard and Ethics Panel.

8.3 Additional Committees — The Board may from time to time establish additional committees for
Corporation business purposes, each of which shall consist of two (2) or more persons. The Executive Action Committee-this committee is comprised of the chairs of the Executive Board, the Training Board and the Clinic Director. The EAC will address issues which face any of its members when the scope of the issue is an operational issue which extends beyond the mandate of any one of the Members’ responsibility. Decisions made by the EAC require the support of at least two EAC members. Such decisions will be binding on all operational boards and committees. Meetings will be held twice a year or as needed at the request of any of the members of the EAC. A quorum required for all decisions must include all members of the EAC.

8.4 Authority —The Board shall prescribe the powers and authority of all committees when
established. The Committee on Trustees and any committee that is delegated the power to act on behalf of the Corporation shall consist exclusively of Trustees. At least one (1) of the members of each of the other committees of the Board shall be one of the Trustees. The other members may be ofﬁcers or other employees of the Corporation or other persons who have experience, expertise, or a special background of value to the areas of responsibility of the committee. Committee members may be removed by the Board, with or without cause, at any time.

8.5 Chair and Secretary — The Board shall choose one (l) of the members of each committee who
is also a Trustee to serve as a committee chair. Each committee shall from time to time, designate a
secretary of the committee who shall keep a record of its proceedings.

8.6 Vacancies – Vacancies occurring from time to time in the membership of any committee may be
ﬁlled by the Board for the unexpired term of the member whose death, resignation, removal or disability causes the vacancy, and shall be so ﬁlled if, as the result of the vacancy, there shall be no Trustees on the committee.

Page 15 of 17

8.8 Notice — If the committee establishes regular meeting dates, it shall not be necessary to give
notice of a regular meeting. Notice of every special meeting shall be given in the manner and within the time periods speciﬁed in these by-laws with respect to notices of special meetings of the Board. Notice of any special meeting may be waived in writing by all the absent members of the committee either before or after the meeting.

8.9 Quorum — A quorum at any meeting of a committee shall be the presence of a majority of the
members of the entire committee. Every act or decision done or made by a majority of the members
present at a committee meeting duly held at which a quorum is present shall be regarded as the act of the committee.

8.11 Limitations of Powers — No committee of the Board shall have the authority to do any of the
following:
a. make, alter or repeal any by-law of the Corporation;
b. elect or remove any Trustee or Executive Board member, or remove any ofﬁcer who ma§
be elected or appointed only by the Board;
c. amend or repeal any resolution theretofore adopted by the Board which, by its terms, is
amendable or repealable only by the Board;
d. ﬁx compensation of any ofﬁcer who is a member of the committee for serving as an
ofﬁcer of the Corporation.
8.12 Powers of the Board — The Board shall have the power to:
a. abolish any committee at its pleasure; and
b. remove any person from membership on any committee at any time, with or without
cause.

ARTICLE VIX

ELECTIONS

Page 16 of 17

9.2 Elections — At the ﬁrst regular meeting of each ﬁscal year, the members shall, by a majority,
elect Trustees, TB members and Executive Board members as necessary to ﬁll any vacancies. The
newly elected Trustees, TB and Executive Board members shall take ofﬁce immediately following
election at such meeting of the Members.

9.3 Vacancies — In the event of any vacancy in the Board, the Board Chair, or any ofﬁce because of
death, resignation, removal, disqualiﬁcation or otherwise, the Committee on Trustees shall submit to the Members or to the Board, as the case may be, within sixty (60) days from the date on which the vacancy occurs a list of potential candidates for election or for appointment who when elected will then serve until the next annual election held by MONJI.

ARTICLE X

FISCAL YEAR

The ﬁscal year of the Corporation shall end on August 31 of each year.

ARTICLE XI

CORPORATE SEAL

The corporate seal shall be in such form as the Board shall prescribe.

ARTICLE XII

AMENDMENTS

12.1 Force and Effect of By-Laws — These by-laws are subject to the provisions of the New Jersey
Nonproﬁt Corporation Act, as amended from time to time, and the Certiﬁcate of Incorporation, as
restated or amended from time to time. If any provision in these by-laws is inconsistent with a provision
in that Act or the Certiﬁcate of Incorporation, the provision of that Act or the Certiﬁcate of
Incorporation shall govern to the extent of the inconsistency.
12.2 Amendments to By-Laws — These by-laws may be altered, amended, or repealed at the annual
meeting of Members or at a special meeting of Members called for that purpose. They may also be
amended by the Board at any regular meeting or at any special meeting called for that purpose.
12.3 Notice of Amendments to By-Laws – No proposed amendment to these by-laws shall be voted
upon unless the Board of Trustees has been given at least twenty (20) days prior notice of the proposed amendment language. Similarly, no proposed amendment to these by laws shall be voted upon unless MONJI has also been given at least (20) days prior notice of the proposed amendment language.

ARTICLE XIII

EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

Page 17 of 17

13.1 Execution of Instruments — The Board Chair and the Treasurer, subject to the approval of the
Board, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board may authorize any ofﬁcer or ofﬁcers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such authorization may be general or conﬁned to speciﬁc instances.

13.3 Investments — The Corporation may invest its funds in any investment permitted by law but no investment shall be made without prior approval of the Board.

Wednesday, March 19, 2014 AOL: NJINSTIT

Download the ByLaws Ballot

NJI Bylaws

Title