NATIONAL REGISTRY OF CERTIFIED GROUP PSYCHOTHERAPISTS, INC. BYLAWS

ARTICLE I: PRINCIPAL OFFICE AND REGISTERED AGENT

A. Principal Office. The principal office of the National Registry of Certified Group Psychotherapists, Inc., a not-for-profit corporation incorporated under the laws of the State of New York (hereinafter, the “Registry”), shall be in the State of New York.

B. Other Offices. The Registry may have such other office or offices at such suitable place or places within or without the State of New York as may be designated from time to time by the Board of Directors of the Registry.

C. Registered Agent. The Registry shall have and continuously maintain a registered office in the State of New York and the Board of Directors of the Registry shall appoint and continuously maintain in service a registered agent in the State of New York, having a business office identical with the registered office, who shall be an individual resident of the State of New York or a corporation, whether for profit or not-for-profit.

ARTICLE II: PURPOSES

The purposes for which the Registry is formed are as follows:

(1) To promote and protect the public's health, safety and welfare through the dissemination of information which will enable the public to make informed decisions regarding appropriate group psychotherapy practices;

(2) To assess health care trends which impact group psychotherapy;

(3) To enhance the professionalism of group psychotherapists by establishing and advancing standards of professional practice, ethics and education;

(4) To define, establish and promote criteria for the certification of professional qualifications in the field of group psychotherapy;

(5) To grant recognition to, and promote professional accountability for, clinical mental health professionals who are certified to practice group psychotherapy;

(6) To encourage group psychotherapists' life-long learning through continuing education;

(7) To promote cooperation among public and private organizations interested in the certification of group psychotherapists;

(8) To conduct assessments of the effectiveness of certification, including the impact of certification on group psychotherapy, the role of certification in mental health and the benefits of such certification; and

(9) To engage in such other and further means as may be necessary and proper to accomplish the foregoing purposes.

ARTICLE III: MEMBERSHIP

A. Membership. The membership of the Registry shall consist of three Sections as follows:

(1) the sole Section A member (the "Section A Member") shall be the American Group Psychotherapy Association, Inc., a New York not-for-profit corporation (“AGPA”);

(2) the Section B members (collectively, the "Section B Members") shall consist of the individuals referred to in Subparagraphs 1(a) and l(b) of Paragraph C of Article IV below; and

(3) the Section C members (collectively, the "Section C Members") shall consist of the individuals referred to in Subparagraph 1(c) of Paragraph C of Article IV below.

B. Annual Meeting. An annual meeting of the membership of the Registry shall be held within or without the State of New York, for the purpose of transacting any and all business that may properly be brought before the meeting.

C. Date and Location of Meeting. The annual meeting shall, unless a majority of the Board of Directors shall otherwise authorize, be held on such date in the month of February, and at such time and at such location as the Board of Directors of the Registry shall designate from time to time.

D. Notice of the Meeting. Written or printed notice, stating the time, day and location of the annual meeting, shall be delivered, personally or by mail, to all members of the Registry at least twenty days prior to the date of the meeting. Attendance by a member at a meeting of the membership of the Registry, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute waiver of notice by him or her of the time, day, location and purpose thereof.

E. Special Meetings. Special meetings of the membership may be called by the Chairperson of the Registry or by members constituting at least a majority of all of the members of the Registry who shall, in writing addressed to the Secretary-Treasurer of the Registry, direct that such a meeting be called. Notice of such a meeting, stating the time, day and location of said meeting and the purpose or purposes for which the meeting is called, shall be delivered to the membership at least ten days prior to the meeting date. Attendance by a member at a meeting of the membership of the Registry, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute waiver of notice by him or her of the time, day, location and purpose thereof.

F. The Quorum. Members entitled to cast a majority of the total number of votes entitled to be cast at a meeting shall constitute a quorum of members for the transaction of any business, provided that when a specified item of business required to be voted on by a Section of members, voting as a Section, members entitled to cast a majority of the total number of votes entitled to be cast by such Section shall constitute a quorum for the transaction of such specified items of business.

G. Manner of Acting. The act, at a meeting of the membership, of a majority of the members of the Registry entitled to cast a vote with respect to any matter shall be the act of the membership in respect of said matter. In the absence of a quorum, any action taken shall be recommendatory only, but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements, of the membership.

H. Procedures in the Order of Business. Parliamentary rules, as stated in the most recent edition of Robert's Rules of Order, will be utilized for all meetings of the Registry, including meetings of the membership. The Chairperson of the Registry shall preside over all meetings of the members of the Registry.

ARTICLE IV: BOARD OF DIRECTORS

A. General Authority. There shall be a Board of Directors of the Registry, which shall manage, supervise and control the business, property and affairs of the Registry. The Board of Directors shall be vested with the powers possessed by the Registry itself, including the powers to determine the policies of the Registry and prosecute its purposes, to, manage and disburse the funds of the Registry, and to adopt such rules for the conduct of its business, responsibility and authority as shall be deemed advisable, insofar as such delegation of authority is not inconsistent with or repugnant to the Articles of Incorporation or these Bylaws of the Registry (in their present form or as they may be amended) or to any applicable law. As used in these Bylaws, the term “entire Board of Directors” shall be understood to mean the total number of directors entitled to vote which the Registry would have if there were no vacancies.

B. Specific Authority. Without limiting the generality of the foregoing, the Board of Directors of the Registry shall be responsible for:

(1) Implementing the purposes of the Registry through development, policy-setting and evaluation of the programs and other activities of the Registry;

(2) Establishment and oversight of the fiscal policies of the Registry;

(3) By resolution adopted by a majority of directors then in office, designating and appointing for a term of two years an Executive Committee comprised of the Chairperson of the Registry and such two additional directors of the Registry (other than the President of AGPA) as said resolution may direct (as well as the Secretary-Treasurer of the Registry as an ex officio member without vote), to have and to exercise the authority of the Board in the management of the affairs of the Registry between meetings of the Board;

(4) By resolution adopted by a majority of the entire Board of Directors, designating and appointing any other committee or committees for such purpose or purposes as the Board from time to time deems proper and as shall be permitted by applicable law;

(5) Providing for the administrative management of the Registry; and

(6) Fixing the salaries, if any, of officers by affirmative vote of a majority of the entire Board of Directors.

C. Membership and Election.

(1) The Board of Directors of the Registry shall be composed of nine persons, or such other number of persons, greater than nine, as may be fixed from time to time by affirmative resolution of a majority of the entire Board of Directors. The Board of Directors (other than the initial Board of Directors of the Registry set forth in the Certificate of Incorporation of the Registry) shall consist of the following:

(a) the President of AGPA;

(b) subject to Subparagraph 2 of this Paragraph C of Article IV, four individuals who are members of AGPA, or such other number of individuals who are members of AGPA as shall, together with the President of AGPA, constitute a majority of the total number of directorships fixed at such time, all of whom shall be elected by the Section A Member (the directors referred to in this Subparagraph 1(b)) and the immediately preceding Subparagraph 1(a) of this Paragraph C of Article IV, to be referred to collectively hereinafter as the "Class A Directors");

(c) subject to Subparagraph D of this Article IV, the individual who last completed his or her term as Chairperson of the Registry (the “Retired Chairperson”) for a one-year term; and

(d) subject to Subparagraph 2 of this Paragraph C of Article IV, four additional individuals, or such other number of additional individuals as shall constitute the remaining number of directorships fixed at such time, all of whom shall be elected, after ratification of the election of the Class A Directors, by the Section B Members (the directors referred to in this Subparagraph l(c) and in this Subparagraph 1(d) of this Paragraph C of Article IV to be referred to collectively hereinafter as the "Class B Directors".)

B. All of the individuals to be elected as Class A Directors pursuant to subparagraph l(b) of this Paragraph C of Article IV, and such number of the individuals to be elected as Class B Directors pursuant to Subparagraph l(c) of this Paragraph C of Article IV who will, together with the Class A Directors, constitute at least two-thirds of the entire Board of Directors, shall, at the time of their election, be currently certified by the Registry as professionally qualified to practice group psychotherapy. No individual shall be elected as a director by any Member or Members if, as a result of such election, 50% or more of the members of the Board of Directors of the Registry would constitute individuals who simultaneously serve as a director of the Registry and a director of AGPA.

D. Term of Office. Each member of the Board of Directors of the Registry shall serve for a term of two years except that the term of the Retired Chairperson shall be one year. There shall be no limitation as to the reelection of Directors.

E. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors shall be filled by vote of the Section A Member and the Section B Members in accordance with Paragraph C of this Article IV. The Section A Member shall fill any vacancy as occurs for any reason, in a seat occupied by an individual described in Paragraph C, Subparagraphs 1(a) and 1(b) above and the Section B Members shall fill any vacancy, as occurs for any reason, in a seat occupied by an individual described in Paragraph C, Subparagraphs 1(c) and 1(d) above. Notwithstanding the foregoing, if a vacancy remains unfilled for six months after it occurs, the remaining directors, or a majority of them, may appoint a director to fill such vacancy. In no event, however, shall any individual be elected to fill any vacancy on the Board if, as a result of the election of such individual, at least two- thirds of the members of the Board will not be currently certified by the Registry as professionally qualified to practice group psychotherapy. Any such person elected to fill a vacancy on the Board shall hold office until his or her successor is elected or appointed pursuant to Paragraph C of this Article IV, and qualified. Notwithstanding anything in these bylaws to the contrary, a vacancy resulting from the expiration of a Retired Chairperson’s one-year term shall not be deemed a vacancy for purpose of this Paragraph E not Paragraph J of this Article IV.

F. Resignation and Removal.

(1) Any director may resign at any time by giving written notice to the Chairperson of the Registry. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chairperson of the Registry.

(2) Any director may be removed from office for cause by the affirmative vote of not less than two-thirds of the entire Board of Directors at a regular or special meeting of the Board of Directors. Cause is defined to be neglect of duty, conduct deleterious to the Registry, the election of the relevant individual to the Board of Directors of AGPA and thereby causing 50% or more of the Board of Directors of the Registry to consist of individuals who are simultaneously serving as a director of AGPA and of the Registry or the cessation or termination, for any reason, of the relevant individual's certification by the Registry as professionally qualified to practice group psychotherapy.

(3) Any Class B Director may be removed from office with or without cause by affirmative vote of a majority of the Section B Members and Section C Members, voting jointly.

G. Meetings. At least one meeting of the Board of Directors of the Registry shall be held each calendar year. That meeting or another designated meeting shall be its annual meeting, to be held at such time, day and place as shall be designated by the Chairperson of the Registry in the notice of the meeting, for the purpose of transacting such business as may come before the meeting.

H. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the Chairperson of the Registry or by a majority of the directors who shall, in writing addressed to the Chairperson of the Registry, direct that such a meeting be called. Notice of such meetings, stating the time, day and place of said meeting and the purpose or purposes for which it is called, shall be delivered to all directors at least ten days prior to the meeting date.

I. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least ten days previous (hereto by notice sent by mail, telegram or electronically confirmed facsimile transmission to each director at his or her address as shown by the records of the Registry. If mailed, such notice shall be deemed to be delivered when deposited in the United Stated mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by facsimile transmission, such notice shall be deemed delivered upon electronically confirmed transmission. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The purpose or purposes for which a meeting is called shall be stated in the notice thereof. Any director may waive notice of a meeting. The attendance of a director at any meeting without protesting prior to the conclusion of such meeting the lack of notice thereof shall constitute a waiver of notice of such meeting.

J. Quorum. The presence of a majority of the directors then actually occupying a seat on the Board, but in no event fewer than one third of the entire number of seats on the Board (whether then occupied or vacant), shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except that, if less than such number of directors is present at such meeting, a majority of directors present may adjourn the meeting from time to time without further notice.

K. Manner of Acting. The act of a majority of directors in person at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, any action taken shall be recommendatory only but may become valid if subsequently confirmed by a majority vote, in conformance with the quorum requirements herein, of the Board of Directors. Each director shall have one vote and voting by the directors may not be done by proxy.

L. Participation by Conference Telephone. Any one or more members of the Board of Directors or of any committee thereof may participate in a meeting of the Board of Directors or of any such committee, as the case may be, by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time; and participating by such means shall constitute presence in person at a meeting.

M. Execution of Instruments. The name of the Registry may be used to designate the directors collectively and all instruments may be effected by them, whether with respect to the payment of money or otherwise, in such name upon the signature of any such person or persons that the directors may designate.

N. Annual Audit. The directors shall cause an annual audit of the financial affairs of the Registry to be undertaken by a certified public accountant.

ARTICLE V: OFFICERS

A. Officers. The officers of the Registry shall be a Chairperson of the Registry and a Secretary- Treasurer. The Chairperson must be a member of the Board of Directors of the Registry but may not be the President of AGPA. The Secretary-Treasurer shall be an ex officio member, with voice but no vote, of the Board of Directors of the Registry. The Board of Directors may create such additional offices as they from time to time deem appropriate; provided, however, that any such additional office may be filled only by a member of the Board of Directors.

B. Election of Officers.

(1) The officers of the Registry shall be elected by the members of the Board of Directors of the Registry, except that the Secretary-Treasurer of the Registry shall be the individual then occupying the office of Chief Executive Officer of AGPA and shall be appointed by the Section A Member. Officer elections by the Board of Directors shall take place biennially, at Board of Directors annual meetings (except that at the first meeting of the Board of Directors, the Board, by majority vote, shall elect the initial Chairperson of the Registry, to serve in such capacity for a term to expire at the next annual meeting of the Board). In all cases where more than one person shall be nominated for the same office, votes shall be cast by secret ballot. In case of a tie ballot, the then Chairperson of the Board shall declare the election for that position void and additional nominations shall be called for before another vote is taken. If more than two candidates are nominated and there is a tie between two of these candidates having the most votes, then the candidate(s) with the least number of votes shall withdraw and the election shall be conducted again.

(2) Nominations of candidates for each office of the Registry other than Secretary Treasurer, including, without limitation, Chairperson of the Registry (except nominations for the initial election of a Chairperson), shall be made by a Nominating Committee which shall consist of three members of the Registry's Board of Directors. The members of the Nominating Committee shall be elected by the Board of Directors and the chairperson of the Nominating Committee shall be appointed from its members by the then Chairperson of the Board of Directors. Once the consent of each candidate is obtained, the Nominating Committee shall report the names of the nominees to the Board of Directors.

C. Term of Office. The officers of the Registry shall be installed at the annual meeting at which they are elected and (other than the initial Chairperson of the Registry) shall hold office for a term of two years (unless sooner removed pursuant to Subparagraph E(2) of this Article V) or until their respective successors shall become qualified and duly elected. There shall be no limitation as to reelection.

D. Vacancies. In case of resignation of an officer of the Registry or, if for any other reason including ineligibility or removal, an officer is unable to complete his or her term, the Board of Directors shall, as promptly as practicable, appoint a successor nominated by the Nominating Committee to complete the unexpired term of any officer other than the Secretary-Treasurer. The Section A Member, as promptly as practicable, shall appoint a successor to complete the unexpired term of the Secretary- Treasurer.

E. Resignation and Removal.

(1) Any officer may resign at any time by giving written notice to the Chairperson of the Board. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Chairperson of the Board.

(2) Any officer, other than the Secretary-Treasurer, may be removed from office with or without cause by the affirmative vote of not less than two-thirds vote of the Board of Directors present and voting at any regular or special meeting of the Board. The Secretary-Treasurer may be removed from office with or without cause by the affirmative vote of the Section A Member.

F. Chairperson of Registry. The Chairperson of the Board of the Registry shall have all powers and shall perform all duties commonly incident to and vested in the office of the president of a corporation, including but not limited to having general knowledge of and responsibility for supervision of the affairs of the Registry. Without limiting the foregoing, the Chairperson of the Registry shall have the following specific powers and duties:

(1) Shall prepare the agenda for, and give notice of, the meetings of the Board of Directors and of the Executive Committee and shall preside at all meetings of the Board of Directors and of the Executive Committee as the Chairperson;

(2) Shall appoint, with majority Board of Directors approval, chairpersons of committees;

(3) Shall be an ex officio member of all committees of the Board of Directors or of the Registry;

(4) Shall perform such other duties as the Board of Directors may from time to time designate; and

(5) Shall serve as an ex officio member of the Board of Directors of AGPA, with voice and vote.

G. Secretary-Treasurer. The Secretary-Treasurer of the Registry shall have all powers and shall perform all duties commonly incident to and vested in the office of Secretary-Treasurer of a corporation, including, without limitation, the following duties and responsibilities:

(1) Shall assure that all notices are given in accordance with these Bylaws and attend all meetings of the Board of Directors and be responsible for keeping records, preserving the books of the Registry and distributing true minutes of the proceedings of all such meetings;

(2) Shall have charge of and maintain such books, documents and papers as the Board of Directors may determine and shall have custody of all funds, securities, and other property of the Registry, subject to such rules as may be imposed by the Board of Directors;

(3) Shall be responsible for, subject to the direction of the Board of Directors, developing and reviewing the fiscal policies of the Registry; shall see that annual financial statements are prepared and render a report of the finances of the Registry at the annual meeting of the Board of Directors of the Registry or whenever requested by the Board of Directors, showing all receipts and expenditures for the current year;

(4) Shall supervise and/or may sign all receipts and vouchers and endorse, on behalf of the Registry, for collection checks, notes and other obligations, and shall deposit the same to the credit of the Registry at such bank or banks or depository or depositories and assure that authorized disbursements are made therefrom as the Board of Directors may designate;

(5) Except as the Board may otherwise specifically direct, shall have the power to execute and deliver on behalf of the Registry all contracts, leases, mortgages and other documents and instruments and thereby legally bind the Registry to the terms thereof;

(6) Shall, upon authorization by the Board of Directors, hire and fix the terms of employment or engagement of all employees, contractors, agents or representatives engaged by the Registry;

(7) Shall be an ex officio member of the Board of Directors and the Executive Committee of the Board of Directors, with voice but no vote; and designate

(8) Shall also perform such other duties as the Board of Directors may from time to time

ARTICLE VI: SEARCH COMMITTEE

A. There shall be a Search Committee of the Registry, the purpose of which shall be to nominate candidates for positions on the Board of Directors of the Registry as described in Subparagraphs 1(b) and l(c) of Paragraph C of Article IV, and to make recommendations as to the election of these individuals (once the consent of each candidate is obtained).

(1) The Search Committee shall prepare two slates of candidates: individuals to constitute the Class A Directors; and additional individuals to constitute the Class B Directors.

(2) In the fall of alternate years (odd years), the Search Committee will submit the slate of candidates for election as Class A Directors to the AGPA Board of Directors; the slate of candidates under consideration for election as Class B Directors will be provided to the AGPA Board as information.

(3) In the fall of alternate years (odd years), the Search Committee will submit the slate of candidates under consideration for election as Class B Directors to the ratified Class A Directors constituting the Section B Members.

B. The Search Committee shall be composed of: (1) The President of AGPA;

(2) Two members of the Board of Directors of AGPA, appointed by the Section A Member; and

(3) Two members of the Board of Directors of the Registry, appointed by majority vote of the Board of Directors of the Registry.

C. The Chairperson of the Board shall appoint the Chairperson of the Search Committee from among the four members thereof appointed pursuant to Subparagraphs (2) and (3) of Paragraph B of this Article VI.

ARTICLE VII: FISCAL YEAR

The fiscal year of the Registry shall commence on January 1 and terminate on December 31.

ARTICLE VIII: INDEMNIFICATION

The Registry shall, to the fullest extent permitted by Article 7 of the New York Not-For-Profit Corporation Law (“NPCL”), as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under the Certificate of Incorporation of the Registry, these Bylaws, or any resolution of shareholders, resolution of directors, agreement or otherwise, as permitted by said Article, as to action in any capacity in which he or she served at the request of the Registry. The rights to indemnification and advancement of expenses granted by or pursuant to this Article VIII (i) shall be deemed to constitute contractual obligations of the Registry to any director, officer or other person permitted to be indemnified under Article 7 of the NPCL; (ii) shall continue to exist after the repeal or modification of this Article VIII with respect to events occurring prior thereto; and (iii) shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the estate, spouse, heirs, executors, administrators or assigns of such person. It is the intent of this Article VIII to require the Registry to indemnify all persons permitted to be indemnified by the provisions of Article 7 of the NPCL for all judgments, fines, penalties, amounts paid in settlement, and expenses, including attorney's fees, in each and every circumstance in which such indemnification could lawfully be permitted, and the indemnification required by this Article VIII shall not be limited by the absence of an express recital of such circumstances.

ARTICLE IX: LIMITATION ON ACTIVITIES

Notwithstanding any other provisions herein, the Registry shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(6) of such Code.

The Registry shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of the net earnings of the Registry shall inure to the benefit of or be distributed to its directors, officers, other private individuals, or organizations organized and operated for profit, except that the Registry is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

To carry out its purposes as stated in Article II hereof, the Registry shall have the power to receive and convey real property and personal property, and to receive and distribute gifts of property at all times. The Registry shall also have the power to lease, purchase and rent real estate of every description.

ARTICLE X: TERRITORY

The territory in which operations of the Registry are principally to be conducted is the Americas.

ARTICLE XI: AMENDMENTS

These Bylaws may be altered, amended, repealed or added to by the affirmative vote of not less than two-thirds of (i) the members of the Board of Directors of the Registry at any annual or special meeting, or (ii) the Section B and Section C Members, voting jointly, at any annual or special meeting. Notwithstanding anything to the contrary herein, the Chairperson shall, upon the written request of the Section A Member, request the Board of Directors to consider and act upon any alteration, repeal or amendment of, or addition to, the Bylaws which the Section A Member may propose in writing for consideration by the Board of Directors.

ARTICLE XII: REFERENCES

References herein to sections of the Internal Revenue Code are to provisions of such Code as those provisions are now enacted, as of 1986 and subsequent amendments, or to corresponding provisions of any future United States internal revenue law.

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