ARTICLE VI

COMMITTEES

Section 6.01    Standing Committees.

1. The College may have the following standing committees:  Audit, Executive, Awards, Bylaws, Contributions, Dean Award, Education, Education Award, Ethics, Finance, Honorary Fellowship, Laughlin Fellowship Selection, Long-Range Planning and Policy, Membership, Membership Development, Mood Disorders Research Award, Nominations, PRITE Commission, and Scientific Programs.  All standing committees shall have a chairperson.  The chairperson and the members of each standing committee shall be appointed by the President with the approval of the Board of Regents, but the President shall consult with the chairperson of each committee with respect to the appointment of the committee members.  Membership eligibility for appointment to a committee and a committee’s composition shall be in accordance with these Bylaws.  Except for the Executive Committee, the members of a standing committee present at a meeting shall constitute a quorum for the transaction of business, provided that the chairperson of the committee also is present thereat; each member shall have one vote; and the affirmative vote of a majority of the members of the committee present shall be the act of the committee.  Each standing committee shall keep regular minutes of its meetings and report the same to the Board when requested to do so by the President, the Board or as otherwise provided in these Bylaws.  The College may have such additional standing committees as from time to time the Board of Regents shall determine.
   1. Executive Committee.  The Executive Committee shall be composed of the President who shall be the chairperson, President-Elect, First Vice President, Second Vice President, Secretary-General, Treasurer, the immediate Past President, and one member of the Board of Regents, other than a past president, selected by the President and approved by the Board.  The term of each member of the Executive Committee shall be concurrent with their term as an officer of The College.  The Executive Committee shall exercise all powers of the Board of Regents as provided in the Articles of Incorporation and these Bylaws between meetings of the Board, except that the Committee may not repeal these Bylaws or adopt new bylaws; amend or repeal the Articles of Incorporation or adopt new articles of incorporation; fill or make appointments to the Board of Regents or any committee of the Board; approve the budget or audit The College’s books and records; or terminate or remove a member of the Board.  A majority of the total number of the members of the Executive Committee shall constitute a quorum for the transaction of business.  Actions taken by the Executive Committee at a duly called quorum meeting shall be reported to the members of  the Board of Regents reasonably thereafter by the Secretary-General.
   2. Standing Committees Other than Executive Committee.
      1. The duties and responsibilities of the standing committees described above other than the Executive Committee (the “Other Committees”), shall be as provided for in the Charges and Components developed and modified from time to time by the Committee on Long-Range Planning and Policy.  Modifications to the Charges and Components shall be circulated to the Members, Fellows, Founding Fellows and Charter Fellows no less than 60 days after the annual meeting of the membership.
      2. The term of the members of the Other Committees shall be for three years, on a staggered basis, unless changed at the sole discretion of the Board.
      3. The composition of the Committee on Long-Range Planning and Policy, in addition to the chairperson, shall include at least two past-presidents of The College.  The composition of the Committee on Membership shall include a past president and shall broadly represent the professional interests of The College.  The composition of the Committee on Education, in addition to the chairperson, shall be the chairpersons of the standing committees identified in Section 6.01(a), above, and the chairpersons of any ad hoc committees related to education.

Section 6.02    Ad Hoc and Subcommittees.

1. The Board of Regents may establish by resolution such ad hoc committees as it deems appropriate.  In the resolution establishing each such committee, the Board shall identify its purpose, function and duration, the composition and term of its members, the number of members to constitute a quorum for the transaction of business, the number of votes per member, and the number of affirmative votes at a quorum meeting for the committee to act.  Unless otherwise provided in the resolution, the President shall appoint the chairperson and the members of each committee.  The President shall provide to each committee’s chairperson and members a written description of the committee’s function, purpose and duration.
2. The Board of Regents may establish by resolution such subcommittees as it deems appropriate.  In the resolution establishing each such subcommittee, the Board shall identify its purpose and function, the composition of term of its members, the number of members to constitute a quorum for the transaction of business, the number of votes per member, and the number of affirmative votes at a quorum meeting for the committee to act. Unless otherwise provided in the resolution, the President shall appoint the chairperson and the members of each subcommittee.  The President shall provide to each subcommittee’s chairperson and members a written description of the subcommittee’s function and purpose.

Section 6.03    Additional Committees.  The Board of Regents, by resolution, may create one or more additional committees of Regents, each consisting of at least two Regents, to serve at the pleasure of the Board.  Appointments to these committees of the Board of Regents shall be by the President.  The President may appoint one or more Regents as alternate members of such committees, who may replace an absent Regent-member at any meeting.  Other members of these committees need not be Regents or officers of The College.

Section 6.04   Limitation of Authority of Committees of The College and the Board of Regents.

A committee created by resolution of the Board or pursuant to Section 6.01(a) shall have the authority of the Board of Regents provided in the resolution or Section 6.01(a), except that no committee, regardless of the resolution or the provisions of Section 6.01(a), may:

1. fill vacancies in the Board of Regents or in any committee which has the authority of the Board;
   
2. establish or fix compensation of the Regents for serving on the Board or on any of its committees;
   
3. amend or repeal the Bylaws or adopt new Bylaws;
   
4. amend, repeal or take any action inconsistent with any resolution of the Board of Regents;
   
5. appoint any committees of the Board or members of these committees;
   
6. except as to the authority of the Executive Committee, approve any contract or transaction to which The College is a party and in which one or more of its Regents has a material financial interest;
   
7. adopt a plan for the distribution of the assets of The College or for dissolution;
   
8. elect, appoint or remove any Regent, officer or member of any committee;
   
9. adopt a plan of merger or consolidation with another corporation; or
10. authorize the sale, lease, exchange or mortgage of all of the property or assets of The College.

Section 6.05     Compensation.  Committee members shall not be paid any compensation for their services, but may be reimbursed for expenses incurred on behalf of The College in accordance with the written policies thereof.

Section 6.06     Meetings of the Committees.  Meetings of committees of the Board of Regents as provided under this Article VI shall be governed by, held and taken in accordance with the provisions of these Bylaws applicable to meetings and other actions of the Board, except that the time for regular meetings for such committees and the calling of special meetings thereof may be determined by the chairperson of the committee.  Records shall be kept in the form of minutes or reports to record the individual committee members participating, the business discussed and the recommendations made as the result of committee meetings.  Minutes or reports shall record the type, place and manner or meetings or discussions held, whether the participants were physically present or brought together through some form of electronic communication, and agreements and dissents to committee recommendations and reports. Records of committee meetings, recommendations and reports are to be filed with the permanent records of The College, and as except as otherwise provided in these Bylaws, committee reports prepared for the Board of Regents shall be provided to the Secretary-General not less than sixty days prior to the annual meeting of the membership for distribution thereat.