ARTICLE III

PURPOSES, LIMITATIONS AND PROHIBITIONS

Section 3.01    Purposes.  The College is a District of Columbia non-profit corporation organized under the District of Columbia Non-profit Corporation Act (hereafter referred to as the “Act”).  The College is organized exclusively for educational and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).  In particular, the purposes of The College shall be:

1. To provide professional leadership, and promote, maintain, and support the highest standards in psychiatry through teaching, education, research and clinical practice;
2. To provide an open and scientific forum for the discussion of subjects pertaining to the field of psychiatry and to encourage the best application and utilization of psychiatric knowledge, principles and treatment;
3. To promote the exchange of ideas and opinions by members of The College of all aspects of professional psychiatric activity so as to equip each member to better serve his or her patients and society;
4. To encourage those programs of education leading to increased public understanding and acceptance of psychiatry;
5. To foster the highest level of ethics in the practice of psychiatry in keeping with the finest traditions of medicine; and
6. To confer honor and recognition on psychiatrists.

Without limiting the power that The College may lawfully exercise, The College shall have the power to take and receive funds from any source, including but not limited to the government of the United States, the governments of the States, local governments, charitable or educational organizations (including foundations), trade and professional associations, business corporations, partnerships, and individuals.
            Consistent with the above, and except as provided in Section 3.02, below, The College may exercise all powers available to corporations organized under the Act.

Section 3.02  Limitations and Prohibitions Upon Powers and Activities.           

1. General.  Notwithstanding any other provision of these Bylaws, The College shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of The College.  Further, The College shall not carry on any activities not permitted to be carried on
   1. by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law); or
   2. by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
2. Property.  The property, assets, profits and net income of The College are dedicated irrevocably to the purposes set forth in Section 3.01, above.  No part of the net earnings of The College shall inure to the benefit of or be distributable to its members, regents, officers or other private persons, except that The College shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 3.01, above.  Subject to the provisions and limitations of the Act and any other applicable laws, and subject to the limitations created by the Articles of Incorporation and these Bylaws, the property, business and affairs of The College shall be managed by its Board of Regents which may exercise all authority and powers and perform all functions of The College and such lawful acts and things as are not directed or required by the Articles of Incorporation or these Bylaws to be exercised or performed by a person, committee or body under these Bylaws.
3. Dissolution.  Upon the winding up and dissolution of The College, the Board of Regents shall, after paying or adequately providing for the payment of all of the liabilities of The College, dispose of all of the assets of The College to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or as exempt organizations under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), in such manner as the Board of Regents shall determine.  Any such assets not so disposed of by the Board of Regents shall be disposed of by the appropriate court of the county in which the principal office of the Corporation is then located, to an exempt organization or to exempt organizations organized and operated exclusively for such purposes.
4. Political Activity.  No substantial part of the activities of The College shall consist of carrying on propaganda or otherwise attempting to influence legislation, and The College shall not participate in or intervene in (including the publishing or distribution of statements in connection with) any political campaign on behalf of any candidate for public office.
5. Nondiscrimination.  The College’s policy is to comply faithfully with its legal obligations under federal and applicable state anti-discrimination laws.
6. Conflict of Interest.  Without limiting compliance with any code of ethics or conflict of interest policy of The College, any member of the Board or committee, officer, or key employee having an interest in a contract, other transaction or program presented or discussed by the Board or committee for authorization, approval, or ratification shall make a prompt, full and frank disclosure of his or her interest to the Board or committee prior to acting on such contract or transaction.  Such disclosure shall include relevant and material facts known to such person about the contract or transaction that might reasonably be construed to be adverse to The College’s interest.  The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist.  If a conflict is deemed to exist, such individual shall not vote on, nor use his or her personal influence on, nor be present for deliberations on such contract or transaction, except to present factual information or to respond to questions as deemed necessary by the Board or committee.  A individual shall be deemed to have an “interest” in a contract or other transaction if he or she is the party (or one of the parties) contracting or dealing with The College, or is a director, trustee or officer of, or has a significant financial or influential interest in the entity contracting or dealing with The College.