ADAA Bylaws

BYLAWS
ANXIETY AND DEPRESSION ASSOCIATION OF AMERICA

ARTICLE I
Name
The name of the Corporation is ANXIETY and DEPRESSION ASSOCIATION OF AMERICA (the “Association”).

ARTICLE II

Mission
The ADAA mission is to promote the prevention, treatment and cure of anxiety disorders, depression and stress‐related disorders through advocacy, education, training and research.

ARTICLE III
Offices and Registered Agent
Section 1. Offices
The Association shall continuously maintain a registered office at such place as may be designated by the Board of Directors. The principal office of the Association and such other offices as it may establish shall be located at such places, either within or without the District of Columbia, as may be designated by the Board of Directors. The Board of Directors can vote to relocate the registered office.

Section 2. Corporate Status
The period during which this organization is to continue as a corporation is perpetual. ADAA is a nonprofit professional organization and 501(c)(3) corporation. The federal employment (tax ID) number is 52‐1248820.

ARTICLE IV
Board of Directors
Section 1. General Powers and Duties
The affairs and property of the Association shall be managed, controlled and directed by a voluntary Board of Directors. Except as limited by these Bylaws, applicable federal and state law, the Board of Directors shall have, and may exercise, all powers provided in these Bylaws and in accordance with the rules and guidelines for operating a 501(c )(3) nonprofit organization which are necessary or convenient to carry out the purposes of the Association. Board members shall not be compensated for their service.

Section 2. Composition of the Board of Directors
A. The Board of Directors must include clinicians, researchers and individuals with an interest in fostering research, training and education about anxiety and stress‐related disorders. The number of Directors with full voting rights on the Board of Directors (the “Voting Directors”) shall be thirteen (the “Voting Board of Directors”) plus as a voting ex officio member, the chair of the Scientific Council. In addition, the Board of Directors shall include as non‐voting members (i) the Editor of Depression and Anxiety, the Association’s official journal, and (ii) such other persons as Board from time to time may elect to serve as honorary members of the Board by majority vote of the Voting Directors in office (the “Honorary Members”).

B. Voting Directors and Honorary Members shall serve for a term of three years, up to three consecutive terms, resignation or removal in accordance with these Bylaws, provided, however, that Directors serving ex officio shall serve for a term equal to that of the office on which their Board service is based.

C. Any vacancy in the Voting Board of Directors, including a vacancy caused by the expiration of a Voting Director’s term, shall be filled by the affirmative vote of a majority of the remaining Voting Directors in office, even though less than a quorum in the event the vacancies have made a quorum unachievable. The Nominating Committee can hold an open call for nominations for open positions or solicit candidates for considerations.

D. Honorary members are nonvoting members of the Board. A vacancy caused by the retirement, resignation or expiration of term of an Honorary Member does not need to be filled immediately. Honorary member positions are appointed at the discretion of the Board.

Section 3. Nomination, Election and Removal of Directors
A. All nominees to the Board of Directors must be members in good standing with a vested interest in the continued success and viability of the Association, or individuals of distinction who have shown an extraordinary interest in the Association and those who may be considered as Honorary Members.

B. A Nominating Committee will be formed by the Board of Directors. The Association will announce a call for nominations to all members in good standing for open positions on the Board of Directors in the Fall. The Nominating Committee will accept nominations during the open period. The Nominating Committee will review all candidates, and if deemed necessary, may interview candidates by telephone or in person.

C. The Nominating Committee will recommend candidates to the Board of Directors for their consideration. All nominations are approved by a majority vote of the voting members of the Board.

D. The Nominating Committee will nominate officers for the Board’s consideration. Officers are nominated from among the directors, and in accordance with these Bylaws some positions may be renewed for a second term. All nominations are approved by a majority of the voting members of the Board.

E. The terms of new officers and directors will begin on January 1. The new Board of Directors shall hold its annual meeting during the Annual Conference.

Section 4. Responsibilities of the Board of Directors
Each voting member of the Board of Directors must accept the terms and sign a Code of Conduct. The Board of Directors (including Officers) shall:
A. Oversee all efforts to pursue the mission of the Association maintaining high standards and best practices.
B. Manage the fiscal and financial affairs of the Association including approving an annual budget as recommended by the Finance Committee and appointing an audit committee to manage an annual, independent audit and report to the full Board.
C. Oversee succession of leaders by allowing for nomination and election of officers and directors to the Board of Directors.
D. Sustain a viable membership by considering recommendations to increase and retain membership, add/change member categories and benefits.
E. Advance training and research through the support of activities that educate clinicians, translate science and disseminate research.

F. Advance public education and outreach.
G. Review and approve recommendations for all award recipients.
H. Oversee activities of all committees, task forces, action team, and/or interest networks.
I. Enhance fundraising initiatives consistent with the mission of the organization.
J. Provide oversight to matters related to the strategic direction of the journal in cooperation with the Editor, and any committee assigned to coordinate with the journal.
K. Hire the Executive Director, define the duties and responsibilities of that position, conduct an annual performance review and set annual salary, benefits and bonuses.
L. Propose, direct and authorize such additional functions or activities as necessary to achieve the mission of the Association.
M. Participate in Board of Directors conference calls, committee meetings as needed and Board meetings throughout the year
N. Attend the Annual Conference and annual meeting of the Board of Directors at his/her own expense.

Section 5. Meetings of the Board of Directors
A. There will be two regular meetings of the Board of Directors held each year, one in the Fall and one in the Spring. Special meetings shall be called at the discretion of the President or at the request of one‐third of the Voting Directors in office. The Spring meeting of the Board of Directors shall constitute its annual meeting.

B. The time and place of all meetings of the Board of Directors shall be designated by the President. The meetings may be held in person or by conference call.

C. At least ten days’ notice and no more than one hundred eighty days’ notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting, but, except as provided in Article X of these Bylaws, need not specify the purpose for the meeting or the business to be conducted. Notice must be either delivered personally to each Director or mailed (including the sending of an e‐mail or fax) to his or her business address. If such notice is given by mail, it shall be deemed delivered when deposited in the United Stated mail properly addressed and with postage prepaid thereon. Notwithstanding the foregoing, a Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

D. Except as provided by these Bylaws, one‐third of the number of Voting Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except that if a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting to another time, without further notice.

E. Except as otherwise provided by law or these Bylaws, all matters before the Board of Directors shall be decided by a majority vote of the Voting Directors present at a meeting in which a quorum exists.

F. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the text of the resolution or matter agreed upon is sent to all the Directors in office and all the Voting Directors in office consent to such action in writing, setting forth the action taken. Such consent in writing shall have the same force and effect as a vote of the Board of Directors at a meeting and may be described as such in any document executed by the Association.

G. Directors and Officers are expected to participate in conference calls, meetings and the Annual Conference. Failure to attend at least one in person meeting of the Board of Directors every other year will be grounds for replacement. Honorary members of the Board are encouraged to participate in call and attend meetings but are not required.

Section 4. Conflicts of Interest
Any possible conflict of interest on the part of any member of the Board, committee member, or employee, with respect to the Association or any of its interests or objectives
A. shall be brought to the attention of the Board of Directors in writing prior to such person’s election, hiring or appointment if known at such time, and as promptly as possible if learned after such election, hiring or appointment;
B. shall be disclosed by such person in any meeting in which such conflict is relevant to the substance of the proceedings;
C. shall cause such person, after such person has disclosed all material facts, to be recused from all business related to the issues that pose conflicts;

D. shall preclude such person from participating in or being counted for the quorum for any vote relating to the matter of conflict; and

E. shall preclude such person from attempting on any way to influence the outcome of any proceedings with respect to the matter but not preclude such person, in response to a request, from stating an opinion or providing information on the matter once clear disclosure of the conflict has been made.

ARTICLE V
Committees
Section 1. Executive Committee
By a vote of the majority of all the Voting Directors in office, the Board of Directors may designate an Executive Committee consisting of the President, President‐Elect, Secretary, Treasurer, and one or more additional Voting Directors appointed by the vote of a majority of the Voting Directors in office. All Executive Committee members shall have equal voting and other rights, provided, however, that any Executive Committee member who is not a Voting Director shall participate in an advisory role only with respect to any matter involving Board authority that has been delegated to the Executive Committee and shall not be counted in determining whether a quorum is present on any such matter. The President shall preside at meetings of the Executive Committee. Except as otherwise required by law or these Bylaws, the Executive Committee shall have the power to authorize the seal of the Association to be affixed to all papers which may require it and shall exercise the authority of the Board of Directors in the management and supervision of the Association; provided, however, that the Executive Committee shall not have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors. Vacancies in the Executive Committee shall be filled by the Board of Directors.

Section 2. Other Board Committees
By a vote of the majority of all the Voting Directors in office, the Board of Directors may designate one or more other committees of the Board (“Board Committees”), including but not limited to an Audit Committee, Finance Committee, and Nominating Committee. Each Board Committee shall consist of two or more members, at least two of whom are Voting Directors, appointed by a vote of the majority of all the Voting Directors in office. All Board Committee members shall have equal voting and other rights, provided, however, that any Board Committee member who is not a Voting Director shall participate in an advisory role only with respect to any matter involving Board authority that has been delegated to the Committee and shall not be counted in determining whether a quorum is present on any such matter. All Board Committee members shall serve at the pleasure of the Board and each Board Committee shall have such powers and duties as the Board of Directors may prescribe subject to the limitations of the law and these Bylaws.

Section 3. Standing Committees, Task Forces, and Other Committees
The Board of Directors can by a vote of a majority of the Voting Directors create Standing Committees, Task Forces, Action Teams or other committees (all types referred to as “committees”) as necessary to carry out the work of the Association. The purpose of forming these groups is to carrying out the strategic direction and mission of the Association or to conduct a specific activity or project prioritized by the Board of Directors. All committees are expected to provide an annual report of activity to the Board of Directors at least four weeks prior to the annual meeting of the Board of Directors at the Annual Conference. Continuation and term of committees shall be determined by the Board of Directors.

Committees are comprised of members in good standing. Individuals may be appointed by the Board of Directors or self‐nominated as determined for each group. Members of a committee serve a two‐year, renewable term or less depending on the action. The President can recommend committee chairs to the Board of Directors or the committee can nominate a chair and chair‐elect for approval by majority vote of the Board.

Committee members may not commit the Association financially or contractually without approval of the Board of Directors. The Board of Directors shall determine assignment of specific budgets on an individual case and approved by majority vote.

Section 4. Scientific Council
The Board of Directors may establish a Scientific Council having responsibilities as the Board of Directors may prescribe subject to the limitations of the law and these Bylaws. The Board of Directors shall appoint a Chair and a Vice Chair to serve a two year term ending on the annual meeting of the Board of Directors. A Nominating Committee consisting of the Chair, Vice Chair, and others appointed by the Chair, and the President shall review new nominations and reappointments to the Scientific Council annually.

ARTICLE VI
Officers
Section 1. Officers
The Officers of the Association shall be a President, President‐Elect, Immediate Past President, a Secretary, a Treasurer and such other Officers as the Board of Directors from time to time may elect. Officers may not be paid employees of the Association or receive honoraria for their services.

Section 2. Terms, Powers, and Duties
The Officers of the Association shall hold their offices for two‐year terms ending on the annual meeting of the Board of Directors. The Officers shall exercise such powers and perform such duties as are customarily exercised by corporate officers holding such offices or otherwise as may be provided in these Bylaws or established from time to time by resolution of the Board of Directors not inconsistent with these Bylaws. The Secretary and Treasurer shall be allowed to serve up to three consecutive terms. Officers are expected to attend the Annual Conference during their term of office at their own expense.

Section 3. Removal and Vacancies
The Officers of the Association shall hold office until their term expires. Any Officer of the Association may be removed at any time for health, unprofessional behavior or other reasons by a majority vote of the Voting Directors in office. Any vacancy occurring in any office of the Association may be filled at any time by a majority of the Voting Directors then in office.

Section 4. Succession and Installation of Officers
If the President resigns, dies, or becomes unable to continue in office for health or other reasons, the President‐Elect will immediately become President, serving out the time remaining of the present term and continuing as President for the elected term. If there is no President‐Elect, the Past President will fill out the term. In this case, a new President‐Elect will be elected at the next scheduled election.
If the President‐Elect resigns, dies, or becomes unable to continue in office for health or other reasons, no new President‐Elect will be appointed. At the next scheduled election, both a new President and a new President‐Elect will be elected.
If the President‐Elect resigns, dies, or becomes unable to continue in office for health or other reasons, a new election will be held.
If the Past President resigns, dies, or becomes unable to continue in office for health or other reasons, no Past President shall be replaced.

Section 4. Execution of Documents
The President, Secretary and Treasurer, and such Officers as may be authorized from time to time by the Board of Directors, may enter into and execute on behalf of the Association contracts, leases, debt obligations and all other forms of agreements or instruments, whether under seal or otherwise, permitted by law and these Bylaws; except where such documents are required by law to be otherwise signed and executed, or where the signing and execution of such documents is exclusively delegated to some other Officer or agent of the Association.

Section 5. The President
The President shall be the chairperson of the Board of Directors. He or she shall:
    serve as an ex officio member of all Board and standing committees
    preside at the meetings of the Association
    represent the Association at invited meetings or appoint a designee
    lead the organization by recommending initiatives, programs and partnerships to advance the Association’s mission
    oversee the affairs of the Association in accordance with policies and directives approved by the Board of Directors
    act to preserve the financial stability of the Association
    appoint committees and/or task forces as he/she deems necessary for the proper functioning of the Association and to carry out the goals of the organization in addition to those specifically provided for in the Bylaws
    request to the Board of Directors meetings in executive session with respect to consideration of a particular matter or urgent nature.

Section 6. President‐Elect
The President‐Elect shall serve a two‐year term. At the end of that term, at the conclusion of the Annual Conference, the President‐Elect shall be installed as President. The President‐Elect becomes a member of the Executive Committee.
The President‐Elect shall perform the functions that are assigned to him/her by the President or the Board of Directors. The President‐Elect shall stand in for the President whenever the President, by reason of absence or illness, is unable to act and at other times when specifically so directed by the Board of Directors.

Section 7. Immediate Past President
The Immediate Past President shall serve a two‐year term. At the end of that term, the Immediate Past President retires from the Board of Directors.
The Immediate Past President shall be the chair of the Audit and the Nominating Committees and from time‐to‐time perform the functions that are assigned to him/her by the President of the Board of Directors.
Should the President be unable to serve due to illness or absence, the Past President will stand in for the President in the year that there is no President‐Elect.

Section 8. The Secretary
The Secretary shall be responsible for keeping an accurate record of the proceedings of the meetings of the Board of Directors or overseeing an employee of the organization, and such other actions of the Association as the Board of Directors may direct. He or she shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, perform all duties customary to the office of the secretary. The Secretary shall have access to the corporate seal of the Association and he or she, or designated staff, shall have authority to affix the same to any instrument requiring it and, when so affixed, such seal may be attested by his or her signature or by the signature of such designated staff. The Board of Directors may give authority to any Officer to affix the seal of the Association and attest the affixing by his or her signature.

Section 9. The Treasurer
Except as otherwise authorized by the Board of Directors the Treasurer shall oversee an employee to manage all the funds and securities of the Association and shall deposit the same in the name of the Association in such bank or trust company as the Board of Directors may select. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements in the books of the Association. The Treasurer shall render or cause to be rendered to the President and the Directors whenever they may require an account of all transactions and of the financial condition of the Association, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board. The Treasurer, if required by the Board, shall give such bond or security for the faithful performance of his or her duties as the Board of Directors may determine.

ARTICLE VII
Members
Section 1. Eligibility and Classification
A. Any interested individual is eligible for membership in the Association provided he or she is engaged in graduate‐level study, licensed, or professionally certified in health or mental health discipline or conducting research in an area including psychiatry, psychology, social work, counseling, marriage and family therapy, nursing, education, neuroscience, epidemiology, clinical research and other areas as defined and revised from time to time– and approved by the Board of Directors. The Board of Directors may approve new categories and criteria for membership.

The following are categories of membership approved by the Board of Directors.
1. Student: Individuals who are currently involved in full‐time graduate training in a related field (medicine, psychology, social work, public health, neuroscience, counseling, etc) who can submit a letter verifying their full‐time student status from their institution. Student members must provide an expected date of graduation when joining. Student members cannot be listed in Find‐A‐Therapist and may not be nominated for open positions on the Board of Directors.
2. Postgraduate trainee/postdoctoral fellow/resident: Individuals who are actively involved in post‐graduate research or clinical training in any discipline relevant to ADAA’s mission are eligible for membership. To qualify, individuals must submit a letter from their institution or supervisor verifying their status as a postdoctoral fellow, resident, research associate, licensure trainee or intern. Clinical trainees are not licensed or certified to practice. Individuals may only remain active members in this category for a maximum of four years. Postgraduate trainee/postdoctoral fellow/resident members are not eligible for listing in Find‐a‐Therapist. Postgraduate trainee/postdoctoral fellow/resident members may not be nominated for open positions on the Board of Directors.
3. Professional: Individuals who provide clinical services or conduct research on anxiety and related disorders are eligible for membership. Members must complete graduate training in their respective discipline and (a) be licensed or hold an equivalent certification and/or (b) conduct research on anxiety and related disorders to qualify for professional membership. Degrees can be in a relevant discipline such as neuroscience, genetics, epidemiology, clinical translational research, public health, psychology, medicine, behavioral health, counseling, social work and others and include relevant professions, e.g., psychologists, psychiatrists, social workers, counselors, therapists, medicine, nurses, and other disciplines. Individuals must submit proof of licensure or state certification and sign that they have no ethical violations according to their state and professional code of conduct and have maintained state licensing requirement.
Members who provide clinical services will be listed on Find‐A‐Therapist and their description of services must be consonant within their limits to practice, e.g., a dentist offers dentistry geared toward anxiety‐disordered patients, but does not advertise offering psychotherapy. Full‐time researchers with no clinical practice will be listed on the online member directory but not in Find‐A‐Therapist.
Professional membership is available to individuals who:
    are licensed or state certified to provide clinical services, or
    have maintained state or professional continuing education requirements, or
    conduct research in a relevant area, or
    chair or preside administratively over a practice, clinic, or research entity that addresses anxiety and related disorders.

B. Consumers and other individuals who are interested in supporting the Association and are not clinical professionals or researchers are recognized as supporters, and their contributions are not a payment for member services and cannot be included in any referral listings.

Section 2. Dues Payment
Individuals are considered members in good standing by paying the appropriate annual membership fee. The annual membership fees shall be determined by management of the Association. Dues shall be payable on the member’s anniversary date each year. A member becomes delinquent if his or her dues are not paid within 30 days after his or her anniversary date. Delinquent members may be terminated from membership if their dues are not paid in full within 30 days from the date of notice of delinquency. Terminated members shall forfeit membership in the Association and all the privileges pertaining thereto. Terminated members will be removed from any office or position held.

Section 3. Voting
Members shall be entitled to vote on such matters as the Board of Directors, in its sole discretion, may determine to submit to such a vote.

Section 4. Members of Record
The Association shall maintain a list of all active and current members. Members in good standing are those who are current in payment of dues. Members in good standing shall enjoy rights and privileges conferred upon them by the Board of Directors and these Bylaws.

Section 5. Meetings of Members
The Board of Directors will invite all members to attend the Annual Conference and provide an update on the organization. An annual meeting of members, and such other meetings of members as may be deemed desirable by the Board of Directors, shall be held upon written notice of not less than ten and not more than fifty days and at such times and places as are designated by the Board of Directors. Special meetings of the Members may be called by the Board of Directors, or by the Secretary at the request of forty percent of the members in good standing.

Section 6. Benefits and Obligation of Membership
All benefits and financial obligations of membership shall be in accordance with criteria and procedures established from time to time by resolution of the Board of Directors. Membership in the Association does not constitute endorsement, partnership or joint venture with the Association.

Section 7. Suspension or Removal of Members
Members who are delinquent in payment of dues are terminated 30 days after the last day of the anniversary month and not considered in good standing with the Association. Members can be removed or have their membership suspended for violation of these Bylaws or conduct prejudicial to ADAA or proof of misrepresentation on the application for membership, moral turpitude or conviction for criminal or other legal offenses. Suspension or removal of members requires a majority vote of the Board of Directors.

ARTICLE VIII
Indemnification and Insurance
Section 1. Indemnification
Each Director and Officer of the Association, past or present, shall be indemnified by the Association to the fullest extent permitted by law against all expenses and liabilities, including reasonable attorney’s fees, incurred or imposed upon them in connection with any legal proceeding to which he or she may be a party, resulting from the performance of his or her duties as a Director or Officer of the Association. The preceding indemnification shall not be applicable to which a finding of criminal activity, willful misconduct or gross negligence has been consented to by the Director or Officer or adjudicated. The director or officer shall be required to obtain the prior approval of the Association concerning the selection of counsel in such proceeding, which shall not be unreasonably withheld. The foregoing is in addition to and is not exclusive of any other rights that a Director or Officer may possess under any other agreement or provision of law.

Section 2. Insurance
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a Director, Officer, employee or other agent of the Association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Association would have the power to indemnify the agent against such liability under these Bylaws or provisions of law.

ARTICLE IX
Miscellaneous Provisions
Section 1. Rules of Order
The deliberations of the Association, the Board of Directors, Standing Committees, councils and other official committees, task forces and action teams shall be governed by the parliamentary rules and usages contained in the current edition of Robert’s Rules of Order when not in conflict with the Bylaws of the Association.

Section 2. Finance
All checks, drafts, electronic transfers or other orders for the payment of money shall be signed by such Officer or Officers or such other person or persons as the President may from time to time designate.

Section 3. Limitations on Expenditures
No officer, director, committee or member shall expend any money not provided in the budget as adopted or spend any money in excess budget allotment except by approval of the Board of Directors by vote.

No officer, director, committee, or member can obligate the Association to any financial commitments. The Board shall not commit the Association to any financial obligations in excess of its current financial resources. Contractual obligations for future activities, including conferences, publications, technology and management systems, must be reviewed and approved by the Board of Directors. Proposals for long‐term and multiyear contracts, partnerships, and/or activities that obligate the Association for significant financial resources must be reviewed and approved by the Board of Directors.

Section 4. Fiscal Year
The fiscal year of the Association shall be determined by resolution of the Board of Directors

Section 5. Distribution of Assets on Dissolution
In the event of the termination or dissolution of the Association for any reason, its remaining assets, if any, shall be distributed to one or more organizations described in Section 501(c)(3) of the Internal Revenue Code or at the discretion of the Board of Directors.

Section 6. Executive Director
The Board of Directors shall hire an Executive Director to conduct the business of the Association, and shall delegate such duties and responsibilities to the Executive Director to hire, discharge, and manage staff as needed to carry out the work of the organization within the financial scope of the Association. The Executive Director will be a contracted employee and the Board of Directors will conduct an annual performance review. The Executive Director may not be a voting member of the Board of Directors.

Section 7. Use of Association Logo
The ADAA logo is the exclusive property of the Anxiety and Depression Association of America. The Board of Directors of ADAA has sole discretion on determining the terms and condition for use of the logo beyond the branding of Association business, activities, products, and events. The ADAA logo cannot be used to mischaracterize the relationship between ADAA and the user, including but not limited to any use of the logo that might be reasonably construed as an endorsement, approval, sponsorship, or certification by ADAA of the user, the user's business or organization, or the user's products or services, or that might be reasonably construed as support or encouragement to purchase or utilize the user's products or services.

The ADAA Board of Directors may determine whether use of the logo is appropriate and allowable when partnering with members, individuals, nonprofits, and corporate entities on specific projects. An agreement including the use of the logo will be approved by ADAA and outline the allowable use of the logo. Active, current members of ADAA cannot use the ADAA logo to promote their membership in the organization and cannot use the ADAA logo on websites, business cards, stationery, books, DVDs, CDs, or other commercial products. Members can note their current membership status in the Association separately and with a listing of current memberships, but they may not use the ADAA logo on any printed or electronic materials as a sign of affiliation.

Any failure by a user to comply with the terms and conditions contained herein may result in the immediate revocation of membership and other sanctions imposed by ADAA. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by the ADAA in its sole discretion.

ARTICLE X

Amendments
These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted, at any meeting of the Board of Directors, by a vote of a majority of the Voting Directors in office, if at least ten days’ written notice is given of the intention to take such action at such meeting.

Approved February 2013

 

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