BYLAWS

PSYCHOANALYTIC COUPLE PSYCHOTHERAPY GROUP

A California Nonprofit Mutual Benefit Corporation

I. NAME AND LOCATION

1.1 Name. The name of the Corporation shall be Psychoanalytic Couple Psychotherapy Group (hereinafter “PCPG” or “Corporation”).

1.2 Address. The address of PCPG in the County of San Francisco, State of California, shall be 12 Hampton Avenue, San Anselmo, California 94960. The Board of Directors may at any time or from time to time change the address from one location to another in the county.

II. CORPORATE STATUS AND PURPOSES

2.1 Classification. This Corporation is organized to carry out the purposes and objectives set out in its Articles of Incorporation and these bylaws. PCPG is qualified as a nonprofit corporation and shall operate in compliance with all statutes, ordinances, rules and regulations governing nonprofit organizations as defined in Section 501(c) of the Internal Revenue Code and the Nonprofit Mutual Benefit Corporation law of the State of California. While some PCPG activities may produce income for its purposes, such income shall not inure to the benefit of individual Members.

2.2 Purpose. The purpose of the Psychoanalytic Couple Psychotherapy Group shall be to promote the study, continuing education, and practice of psychoanalytic couple psychology and psychotherapy; to encourage interest in psychoanalytic couple psychotherapy in professional and general communities; to provide a community to support the collaboration and professional development of the individual members; to broaden the practice of psychoanalytic couple psychotherapy with a commitment to diversity.

III. LIMITATIONS

3.1 Prohibited Activities. The Corporation shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 2. The Corporation may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 2 shall be construed as allowing the Corporation to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code of 1986, as amended or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

IV. DEDICATION OF ASSETS

4.1 Dedication of Assets. The properties and assets of this nonprofit corporation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any Member, director or officer of this corporation. On liquidation or dissolution, all remaining properties, assets, and obligations of the corporation shall be distributed and paid over to an organization dedicated to charitable purposes consistent with the purposes and mission of the Corporation, provided such organization continues to be dedicated to the exempt purposes as specified in Section 501(c)(6) of the Internal Revenue Code.

V. MEMBERSHIP

5.1 Members. Any natural person or individual may apply to become a member of PCPG (“Member”), thereby consenting to abide by and be governed by the Bylaws of PCPG and such rules, regulations, resolutions and guidelines governing Membership as may be adopted from time to time by the Board of Directors or pursuant to these Bylaws.

5.2 Classes of Members. There may be allowed four classes or types of Membership:

(a) Faculty Members: Any natural person or individual is currently licensed and a current core faculty, as determined by the criteria set by the board, may be a member of PCPG. Members may be admitted upon application and payment of the appropriate fees and dues, which are prescribed by the Board of Directors for Membership, and upon approval by a majority vote of the Board, an assigned training program director, or a membership committee to which the Board, or the training program director, may designate its authority. To be eligible to vote at membership meetings, Regular Members must be in good standing with the PCPG, and have paid any dues owed. Each Member is entitled to one (1) vote. All applications are subject to approval and acceptance in a manner authorized by these Bylaws.

(b) Members who have completed the training program:. Any natural person or individual who has completed the PCPG training program, may be a member of PCPG. Members may be admitted upon application and payment of the appropriate fees and dues, which are prescribed by the Board of Directors for Membership, and upon approval by a majority vote of the Board, or a membership committee to which the Board may designate its authority. To be eligible to vote at membership meetings, Regular Members must be in good standing with the PCPG, and have paid any dues owed. Each Member is entitled to one (1) vote. All applications are subject to approval and acceptance in a manner authorized by these Bylaws.

(c) Student Members: Any natural person or individual who is a currently enrolled student in the PCPG program, and whose tuition payment is current, may be a member of PCPG. Members may be admitted upon application and payment of the appropriate fees and dues, which are prescribed by the Board of Directors for Membership, and upon approval by a majority vote of the Board, or a membership committee to which the Board may designate its authority. Student Members shall not have the right to vote in PCPG matters.

(d) Community Members: Any natural person or individual or may be a Member of PCPG. Based upon criteria determined by the board, Members may be admitted upon application and payment of the appropriate fees and dues, which are prescribed by the Board of Directors for Membership, and upon approval by a majority vote of the Board, or a membership committee to which the Board may designate its authority. Community Members shall not have the right to vote in PCPG matters.

All Members (the “General Membership”) shall have the same rights with respect to dissolution and redemption. No Membership may be transferred.

5.3 Approval and Acceptance.

(a) All Membership applications are subject to approval and acceptance by the Board of Directors that may, by resolution, vest in the President, or a membership committee, or those others designated by the President in writing, the authority to carry out the approval and acceptance of all Membership applications.

(b) Memberships are issued for a term of one (1) year and, unless earlier terminated, shall expire when such period of time has elapsed. Memberships may be renewed for a new term pursuant to the provisions of these Bylaws and such terms and conditions as may be determined by the Board of Directors.

5.4 Non-Liability of Members. No Member of PCPG shall be personally liable for the debt, liabilities, or obligations of PCPG.

5.5 Membership Dues.

(a) Amount: The cost of Membership shall be as set by the Board of Directors for the particular year, and may be a graduated fee based on a discrete metric/metrics chosen by the Board, such as, but not limited to, the applicant's gross revenue, number of employees, importance to the community, benefits received as a Member, etc.

(b) Timing of Membership Dues Payment: In the case of new Members, dues for the entire first year shall be prepaid as a condition of receiving Membership. After the first year, dues shall be due and payable on January 1 of each year and shall be delinquent if not paid on or before the last day of February of each year. In the event dues are increased, no Member may be surcharged, or required to pay an additional amount for any period for which dues are prepaid, provided that such prepayment was made prior to the decision to increase the dues.

5.6 Membership List. PCPG shall keep a record of Memberships containing the name and address of each Member. Such records shall be kept at PCPG’s principal office and shall be available for inspection by any director or Member of PCPG during regular business hours. Membership records shall be for the exclusive use of PCPG unless otherwise approved by the Board of Directors.

5.7 Property Rights. No Member shall have any right or interest in any of the property or assets of PCPG.

5.8 Transfers and Termination of Membership. The Membership of a Member may be suspended or terminated upon the occurrence of the following acts.

(a) Dues Delinquency: In the event a Member shall fall three (3) months delinquent in the payment of Membership dues, and following written notice to the Member of such delinquency, the Board may vote to terminate such Membership.

(b) Resignation: A Member may terminate their Membership by submitting a written notice of resignation to the President or membership committee, if any. A resignation shall not excuse a Member from the payment of any accrued assessments, fees, or dues owed by such a Member at the time of such resignation.

(c) Death or Dissolution: In the event of the death of an individual Member, or the dissolution of a non-individual Member, such Membership shall terminate automatically.

(d) Improper Conduct: The Board may suspend or terminate a Membership if it is determined that the Member shall have maintained an undignified personal or business standard, engaged in an enterprise, activity or action which tends to bring PCPG into disrepute, or which shall be unbecoming of a Member, used PCPG, its name or logo in an unauthorized manner, or offered products or services that do not appear to be consistent with the purposes and objectives of PCPG.

(e) Procedure in Cases of Improper Conduct: The procedure for effecting the suspension or expulsion of a Member based on improper conduct shall be as follows:

(1) The President, or membership committee, shall give the Member written notice of the reason(s) such action is being considered, and of the Member’s right to a hearing before the Board of Directors.

(2) The notice shall be mailed by first class mail to the Member or its official representative at the most current address provided to PCPG.

(3) Any requested hearing before the Board of Directors concerning the suspension or expulsion of the Member shall be held no sooner than fifteen (15) days from the date of the notice. At the hearing, the Member shall have an opportunity to be heard, either orally or by a written statement to be read by the President. Should the Board of Directors decide that suspension or expulsion is warranted, such suspension or expulsion shall be effective five (5) days following the Board’s vote.

(4) A suspended or expelled Member shall have a right to appeal to the General Membership, and upon written request shall be allowed to make such an appeal at the next annual meeting or General Membership meeting within thirty (30) days of such request.

(5) Any dues paid in advance shall be refunded to an expelled Member on a pro-rata basis.

VI. MEMBERSHIP MEETINGS

6.1 Voting Rights. Each eligible Member, as described in section 5.2(a), shall have one vote in all matters brought before the Members for decision. The vote may be cast in person or by proxy at any properly convened meeting of the General Membership, or of a committee to which they have been appointed as a member.

6.2 Annual Meeting. An annual meeting of Members for the administrative year commencing January 1 and ending on December 31, and for the transaction of such other business as may properly come before the meeting, shall be held every year on a date and time, and at such place as the Board may designate for the transaction of PCPG business, with advance notice thereof given to the Membership.

6.3 Special Meetings. Special Membership meetings shall be held at such times and places as the President or the Board may determine, or upon the written request of at least five percent (5%) of the General Membership of PCPG in good standing.

6.4 Notice Requirements for Special Meetings. Whenever Members shall be called upon or permitted to take action at any meeting, written notice shall be given to each Member, not less than five (5) working days prior to the date set for such meeting, who, on the record date of such meeting, shall be entitled to vote, provided that notice given other than by first class, registered or certified mail shall be given not less than ten (10) days before the meeting. The notice of a regular or special meeting must state the place, date, and time of such meeting, and shall state the general nature of the business to be transacted. No business other than that stated in the notice may be acted upon. Members may waive prior written notice.

6.5 Proxies. At a General Membership meeting, each eligible Member, as described in section 5.2(a), may vote in person or by proxy on or in such forms as shall be authorized by PCPG. All proxies must be delivered to the President prior to the commencement of the meeting in order to be included in the quorum count and be effective toward any vote, but shall be voided by the appearance of the Member at the meeting prior to the meeting’s conclusion.

6.6 Quorum. At any meeting of the General Membership where a vote shall be taken, and in all ballot measures, ten percent (10%) of the eligible voter Membership, as described in section 5.2(a), in good standing, appearing either in person or by proxy, shall constitute a quorum for the transaction of business.

6.7 Transfer of Membership. No Membership, or any right or privilege attendant thereto, may be transferred or assigned without the express written authorization of the Board.

6.8 Conduct of Meetings.

(a) Meetings of Members shall be presided over by the President of PCPG or, in his/her absence, by the Executive Vice President, or in the absence of both, by a Chairperson chosen by a majority of the Members present. The Secretary of PCPG shall act as secretary of all meetings of Members, provided that in his/her absence the presiding officer shall appoint another person to act as secretary of the meeting.

(b) Meetings shall be governed by Robert’s Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with these Bylaws, with the Articles of Incorporation of this corporation, or with applicable law.

VII. DIRECTORS

7.1 Powers. The Corporation’s Board shall exercise its power and authority to manage and direct the business and affairs of PCPG in their entirety. The Board shall have full discretion and authority to engage in any business, adopt any policies, and make any decisions that are in accordance with the Articles of Incorporation, these Bylaws, and governing laws, all as they may be amended from time to time.

7.2 Number of Directors. The authorized number of Directors shall be not less than three or more than twenty. No more than 49% of the Board may be “Interested Persons.” An interested person is (1) any person being compensated by the Corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation.

7.3 Vacancies. Subject to the provisions of Section 5226 of the California Nonprofit Public Benefit Corporation Law, any Director may resign upon giving written notice to the President, the Secretary, or the entire Board. Vacancies on the Board shall be filled by approval of the majority of the Board or, if the number of Directors then in office is less than a quorum, by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the Directors then in office at a meeting held according to notice requirements, or (3) a sole remaining Director. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal .txt any Director, or if the authorized number of Directors is increased.

7.4 Selection, Term of Office, and Elections. At the initial Board meeting, the Directors shall be designated by the Board to serve two year terms, which may be renewed indefinitely. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which he or she was elected and until the election and qualification of a successor, or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law.

Thereafter, for election of Directors, a confidential and anonymous ballot shall be provided to all Members entitled to vote. A majority vote is required for the election of Directors. At any regular or special meeting, if a majority of the Members so requires, any question may be voted upon in the manner and style provided for election of Directors.

(a) Nominations: The President shall provide an opportunity to nominate candidates for Directorship. Members in good standing may submit names of nominees. From all suggested nominees, the Board shall prepare a list of candidates, numbering not less than the number of board positions to be filled, and deliver it to the President or Secretary. The President or Secretary shall verify that each nominee is willing and able to serve, and those found to be willing and able to serve shall constitute the final slate of candidates.

(b) Voting: The President or Secretary shall prepare and mail or email a ballot, consisting of the final slate of candidates, to each Member allowed to vote and in good standing no later than thirty (30) days before the meeting at which directors are to be elected. The names of individuals who will already be serving as directors for the next administrative year shall also be included. The ballots shall also contain a blank line for each Directorship to be filled, to allow for write-in votes. The instructions to be included with each ballot shall include a statement that each Member, eligible to vote, may cast one vote per candidate up to the number of directors to be elected (i.e. cumulative voting), and that, in order to be counted, the ballots must be received at the corporate office address or email address no later than ten (10) days before the date of the meeting at which directors are to be elected. The President or Secretary shall be responsible for safekeeping all returned ballots for later counting.

(c) Ballot Tabulation: At least five (5) days prior to the Board meeting at which directors are to be elected, the President or Secretary shall tabulate the ballots received, and announce the candidates receiving the largest number of votes for the positions to be elected. In the event of a tie among two or more candidates for the final place, the nominee to be elected shall be determined by lot, or by the existing Board, at the Board’s discretion. The President or Secretary shall thereafter notify each candidate of the election results, and invite all newly elected Directors to attend the next Board meeting. Such newly elected Directors shall have no voting rights and shall not be counted toward establishing a quorum for any purpose, until after the President swears them in as Directors.

7.5 Meetings. Regular meetings of the Board of Directors shall be held annually at such a date, time, and place, as the Board shall determine. Regular meetings of the Board may be held without notice if the Bylaws or the Board thereof fixes the time and place; otherwise written notice of the date and time of such meetings shall be given in advance. The notice need not specify the purpose of any regular meeting.

7.6 Special Meetings. Special meetings of the Board may be called by the President or any Vice President upon three (3) calendar days notice, if in writing and sent to each Director by first class mail; or twenty four (24) hours notice, if delivered personally or by email, telephone or other electronic means. The notice need not specify the purpose of any such special meeting. Notice of special meetings may not be dispensed with.

7.7 Quorum. A majority of those Directors authorized to cast votes under this Article who are present at any Board meeting shall constitute a quorum, and the Board thereby shall be empowered to transact PCPG business.

7.8 Adjournment. A majority of the Directors present at the meeting, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must be given to the Directors who were not present at the time of adjournment.

7.9 Proxies. At all general, regular, or special meetings, any Director may vote in person or by proxy on or in such forms as shall be authorized by the Board. All proxies must be delivered to the President prior to the commencement of the meeting in order to be included in the quorum count and be effective toward any vote, but shall be voided by the appearance of the Member at the meeting prior to the meeting’s conclusion.

7.10 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting only if all Directors unanimously consent in writing to the action. “In writing” shall include consent written via electronic communication (email). The consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

7.11 Rights of Inspection. Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Corporation of which such person is a Director.

7.12 Committees. The President, subject to approval of a majority of the Board, shall have authority to appoint standing and/or ad hoc committees and advisory committees. At least one Director must serve as a member of any committee that exercises Board power. Advisory committees need not consist of any Directors. In exercising their fiduciary duties, Directors may rely on information prepared or presented by advisory committees composed entirely of non-Directors. Committee chairs shall perform the duties generally assigned by the President and/or the Board.

7.13 Fees and Compensation. The Directors of the Corporation shall not, solely by virtue of their positions as Directors, be entitled to receive, directly or indirectly, any salary, compensation or remuneration from the Corporation. However, Directors can be reimbursed for any expenses incurred on behalf of the Corporation. Nothing in this provision shall prevent an employee or consultant of the Corporation who is also a Director, from receiving fair compensation for services rendered to the Corporation as an employee or consultant.

7.14 Resignation and Removal of Directors. The Board may declare the office of any Director vacant for the following reasons:

(a) Resignation: If a Director submits written notice to PCPG of his/her resignation from the board. Any Director may resign at any time by giving written notice to the Board of Directors. Such resignation shall take place at the time specified therein and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Incompetency: In the event such Director shall be declared to be of unsound mind by any competent judicial authority.

(c) Improper Conduct: In the event such Director shall be convicted of a felony or be found to have violated a standard of care relating to his/her duty to PCPG or its Members.

(d) Failure to Attend Board Meetings: If a director misses three (3) scheduled Board meetings in any 12-month period, without the prior permission of the Board, or a valid reason as determined by the Board as a whole. Any Director who fails to attend the number of Board meetings required under this paragraph shall, before removal, be given an opportunity to present to the Board an explanation for such absences and reasons why such Director should not be removed. Should the Board decide removal is warranted, a vote by the Board shall be held to that effect. If the Board votes in favor of such removal, notice of such removal shall be sent to such removed Director within ten (10) days of such determination, and that he/she shall be entitled to a hearing before the full Board to request reinstatement at its next regular meeting. If the determination is affirmed, removal of such Director shall be final.

(e) Reinstatement: Any Director removed under subparagraphs (a), (b), (c), or (d) of this section may request reinstatement by making written application to the Board, which may or may not grant such request in its discretion.

7.15 Filling Vacancies on the Board. In the event of a vacancy on the Board, whether by resignation, disability, death, suspension, or expulsion of a Director, a successor for such person may be appointed by the President, subject to Board approval. Upon such approval, the appointee shall serve for the remainder of the unexpired term.

7.16 Non-liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of PCPG.

VIII. OFFICERS

8.1 Officers. The Officers of the Corporation shall be a President, Secretary, and Treasurer. The same person may hold any number of offices, except that the Treasurer may not serve concurrently as the President. An individual who holds more than one office in the Corporation may act in more than one capacity to execute, acknowledge, or verify any instrument required to be executed, acknowledged, or verified by more than one Officer.

8.2 Election. The officers elected for the administrative year that terminates on December 31, shall each serve a term that expires on December 31. Commencing with the Corporation’s initial Board meeting, and continuing annually thereafter, the Board of Directors of PCPG shall nominate and elect officers for the upcoming administrative year at such meeting. Officers shall serve for two (2) year terms, which may be renewed indefinitely. The term of office for the Officers so elected shall commence either on the date set forth by the Board, or on the first day of the administrative year next following their election or appointment, and end on the one year anniversary of the Officer’s start date, or on the last day of the administrative year for which such person was elected.

8.3 Subordinate Officers. Commencing with Corporation’s initial Board meeting, and continuing annually thereafter, the Board of Directors may appoint such other Officers or agents as it may deem appropriate, to serve for one (1) year terms, which term shall commence on the date that the Board set forth, or on the first day of the administrative year next following appointment, and end on the one year anniversary of the officer’s start date, or on the last day of the administrative year for which each such person was appointed. Appointed officers may, but are not required to be, members of PCPG Board of Directors. The President of PCPG may be appointed as Secretary.

8.4 Removal and Resignation. Any Officer may be removed, either with or without cause, by a majority of the Directors then in office, at any regular or special meeting of the Board, and such Officer shall be removed should he/she cease to be qualified for the office as herein required. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of PCPG. Any such resignation shall take effect on the date of the receipt of such notice, or at any time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

8.5 Vacancies. Any vacancy caused by death, resignation, removal, disqualification, or any other cause, of any Officer shall be filled by the Board of Directors for the unexpired portion of the term. Vacancies occurring in offices of Officers appointed at the discretion of the Board may or may not be filled, as the Board shall determine.

8.6 Duties of President. The President shall:

(a) Be the representative of the Board of Directors and its Chairperson, unless and until the position is bifurcated.

(b) Have general control and management of the affairs, property, and business of PCPG, subject to the approval and control of the Board of Directors and the provisions of these Bylaws.

(d) May, if necessary, sign and execute in the name of PCPG on deeds, assignments, mortgages, bonds, contracts, and other instruments duly authorized by the Board of Directors.

(e) Perform all duties incident to the office of President and Chairperson, and such other duties as may from time to time be assigned by the Board of Directors.

(f) If deemed necessary by a majority vote of the Board, appoint a Chairperson and members of all committees, and shall have the power to remove any Chairperson, or member therefrom at his/her pleasure.

(g) Whenever it may be necessary, in his/her opinion, prescribe the duties of Officers and employees of this corporation whose duties are not otherwise defined by these Bylaws or by the Board pursuant to the authority contained in these Bylaws.

8.7 Duties of Vice President (if applicable). The Vice President shall:

(a) Assume the duties and powers of President in the President’s absence or inability to act, and shall perform such other duties and possess such other powers as shall be prescribed and conferred by the Board of Directors or by the President.

8.8 Duties of Secretary. The Secretary shall:

(a) Sign and keep at the principal office of PCPG the original or a copy of these Bylaws as amended or otherwise altered to date.

(b) Keep at the principal office of PCPG, or at such other place as the Board of Directors may order, a Book of Minutes of all meetings of the Directors and Members, recording therein the time and place of holding, whether regular or special, and, if special, how authorized, notice therein given, the names of those present at meetings of Directors, the number of members present at meetings of Members, and the proceedings thereof.

(c) See that all notices, regarding meetings, are duly given in accordance with the provisions of these Bylaws as required by law.

(d) Keep at the principal office of this corporation, or at such other place as the Board of Directors may order, a Membership record containing the name and address of each Member, and, in any case where Membership has terminated, enter such fact in the record together with the date on which the Membership ceased.

(e) Exhibit at all reasonable times to any Director of PCPG, or to his/her agent or attorney, upon request, the Bylaws, the Membership record and the minutes of the proceedings of the Directors and of the Members of PCPG.

(f) Exhibit at all reasonable times to any Member, or his agent or attorney, upon written demand for a purpose reasonably related to the interests of such Member, the Bylaws and the minutes of meetings of the Board of Directors or of the Members, and shall exhibit said records at any time when required by the demand of twenty-five (25) percent or more of the Members of PCPG.

(g) Keep accurate minutes of the proceedings of the General Membership and Board of Directors’ meetings and, in general, perform all duties incident to the office of Secretary, and such other duties as may be required by law, by the Articles of Incorporation of this corporation, and by these Bylaws, which may be assigned to him/her from time to time by the Board of Directors.

8.9 Duties of Treasurer. The Treasurer shall:

(a) Receive funds paid to the organization, including dues, and deposit the same in the official depositories designated by the Board of Directors.

(b) Disburse the funds in the manner budgeted or authorized by the Board of Directors. All disbursements shall be made by check, which shall show the payee, items of service rendered or goods purchased, and the amount of payment. All checks over $20,000 shall require two (2) signatures. The President or the Treasurer may sign all checks, but others may be authorized to sign by the President.

(c) Maintain, or cause to be maintained, adequate financial records and, if requested, render a written report at the Director’s and Annual meetings.

(d) Keep at the principal office of PCPG, or at such other place as the Board of Directors may order, adequate financial records of the organization.

IX. COMMITTEES

9.1 Standing Committees. The Board of Directors may create such committees, provide for the appointment of the Chairperson and members thereof, and prescribe their duties, as it deems advisable. Committees may include, but are not limited to, Administration, Marketing and Promotions, and Membership. Any committee established under this section, subject to Board control, shall have the authority to make investigations, conduct hearings, make recommendations to the Board, and to carry out such activities and functions as the Board may delegate to it.

9.2 Limitations. No committee shall have the power to commit PCPG, its Directors, Officers, or agents on matters of policy, or to expend money for or on behalf of PCPG, without the express authorization of the Board.

X. CORPORATE RECORDS AND REPORTS

10.1 Minutes of Meetings. PCPG shall keep at its corporate address, or at such other place as the Board of Directors may order, a Book of the Minutes of all meetings of Directors and all meetings of committees and Members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at meetings of Directors, the number of Members present at meetings of Members, and the proceedings thereof.

10.2 Books of Account. PCPG shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

10.3 Annual Report. At the end of each administrative year, the Board of Directors shall prepare and distribute to PCPG Members, upon written request, an annual report of receipts and disbursements of PCPG, and shall determine the form and detail in which the report shall be made.

10.4 Expenditures. The Board shall approve, by a majority vote, all expenditures made from any fund of PCPG. Recurring normal operative expenses such as salaries of employees and routine office expenses may be given blanket approval at the beginning of the fiscal year. Except as provided herein, no Officer, Committee, Member or employee shall incur indebtedness in the name of, or on behalf of, PCPG. The Board shall have the authority to establish a “Petty Cash” account for small incidental expenditures.

XII. INDEMNIFICATION AND INSURANCE OF AGENTS

11.1 Definitions. For the purpose of this Article, the following definitions shall apply:

“Agent” shall mean any person who is or was a Director, officer, employee or agent of PCPG, or is or was serving at the request of PCPG as a Director, officer, employee or agent,

“Proceeding” means any threatened, pending, or completed action, whether civil, criminal, administrative on investigative.

“Expenses” shall include, without limitation, attorney’s fees and court costs and those expenses incurred in establishing a right to indemnification under this Article.

11.2 Power to Indemnify. PCPG shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding, by reason of the fact that such person is or was an agent of PCPG, against expenses, judgments, fines, settlements and other amounts actually incurred in connection with such proceedings if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of PCPG, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

11.3 Action by the Corporation

(a) PCPG shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action, if such person acted in good faith, in a manner such person believed to be in the best interests of PCPG, and with such care, including the undertaking of reasonable inquiry, as an ordinarily prudent person would use under similar circumstances.

(b) No indemnification shall be made under this section under the following circumstances: 1. In respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to PCPG in the performance of such person’s duty to PCPG, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;

2. For amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval.

3. For expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of without court approval.

11.4 Indemnification Against Expenses. To the extent that an agent of PCPG has been successful on the merits in defense of any proceeding referred to in Sections 11.3 above, or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

11.5 Required Determinations. Except as provided in Section 11.4 above, any indemnification under this Article shall be made by PCPG only if authorized in a specified case, and upon a determination that indemnification of the agent is proper in the circumstances because the agent has been found to have met the applicable standard of conduct set forth in Sections 11.2 and 11.3 above by:

(a) A majority vote of a quorum consisting of Directors who are not parties to such proceedings;

(b) The approval of the Members, with the persons to be indemnified not being entitled to vote thereon; or

(c) The court in which such proceeding is or was pending, upon application made by PCPG or the agent or attorney or other person rendering services in connection with the defense, whether or not such application is opposed by PCPG.

11.6 Advances of Expenses. Expenses incurred in defense of any action or proceeding may be advanced by PCPG prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount, unless it shall be determined that the agent shall ultimately be entitled to be indemnified as authorized in this Article.

11.7 Other Indemnification. No provision made by PCPG to indemnify its Directors or officers for the defense of any proceeding or action, whether contained in the Articles, Bylaws, a resolution of the Members or Directors of PCPG, an agreement, or otherwise, shall be valid unless consistent with this Article. Nothing contained in this Article shall affect any right to indemnification to which persons other than such Directors and Officers may be entitled by contract or otherwise.

11.8 Forms of Indemnification Not Permitted. No Indemnification or advance may be made under this Article, except as provided in Sections 11.4 or 11.5(c), in any circumstances where it appears:

(a) It would be inconsistent with a provision of the Articles, these Bylaws, a resolution of the Members, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b) It would be inconsistent with any condition expressly imposed by a court in approving a settlement.

11.9 Insurance. PCPG shall have the power to procure and maintain insurance on behalf of any agent of PCPG against any liability asserted against or incurred by any agent while acting in such capacity or arising out of the agent’s status as such, whether or not PCPG would have the power to indemnify the agent against liability under this Article.

The Board shall annually assess the insurance coverage of PCPG, and shall procure such amounts of liability insurance as it shall deem necessary or prudent to insure PCPG for its acts, omissions, and conduct, together with that of its officers and Directors, representatives and agents.

XII. BYLAWS

12.1 Effective Date. These Bylaws shall become effective immediately upon adoption. Amendments to these Bylaws shall become effective immediately upon their adoption, unless the Board of Directors or Members of PCPG in adopting them provide that they are to become effective at a later date.

12.2 Bylaws Revision. PCPG Bylaws may be amended or revised by a two-thirds (2/3) vote of the Board, at any duly noticed regular or special meeting, provided that notice of any such meeting shall include the proposed amendment or revision to be considered. A proposal for amendment or revision may be submitted to the Board, in writing, at least ten (10) days before the meeting at which such proposal is to be acted upon.

Amendments to the Bylaws may be proposed to the Board by the Directors, or by a petition signed by at least thirty percent (30%) of the voting Membership. In the event a Bylaw shall be adopted or amended, it shall be copied into the Bylaws in the corporate Minute Book maintained by the Secretary of PCPG. If a Bylaw shall be repealed, the fact of repeal with the date of the meeting at which the repeal was enacted shall be stated in said book.

CERTIFICATE OF THE SECRETARY
of
PSYCHOANALYTIC COUPLE PSYCHOTHERAPY GROUP

I hereby certify that I am the duly elected and acting Secretary of PCPG, a California Nonprofit Mutual Benefit Corporation, and that the foregoing Bylaws, comprising fourteen (14) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the Board of Directors held on September 22, 2019.