The International Experiential Dynamic Therapy Association (“Corporation”) is an organization with Members throughout the world, which is devoted to learning, teaching, research and dissemination in the field of Experiential Dynamic Therapy (“EDT”).

EDT is a family of psychotherapies that share the goal of making psychotherapy “briefer and more effective,” as was first described by Franz Alexander in 1946.  Drs. Sandor Ferenczi, Otto Rank, David Malan, and Habib Davanloo, each in their own generations, were highly prominent representatives of what has come to be known as EDT. 

EDT has given rise to a number of different approaches and therapeutic models and in the future, is likely to give rise to new ones. Present and future approaches/models that are considered to be EDT must be:

-  clinically effective;

-  experiential, i.e., promoting and valuing the actual physical (through the body) and mental (related mental representations, thoughts and fantasies) experience of feelings, affects, emotions, impulses and desires;

-  psychodynamic, i.e., using the basic dynamic theory of conflict, and the transference phenomena, in a way which is open to integrate elements drawn from other paradigms/models, whenever this is felt to be appropriate to help the patient;

-  firmly rooted in the patient/therapist relationship, seen as a genuine, personal, and respectful human interchange; and

-  aiming to enable patients, in a reasonably short time, to promote those changes in themselves which they deem necessary or desirable to improve their personal happiness, and degree of adaptation to their inter-personal and socio-cultural milieu.

1.1 Offices. The address of the registered office of the International Experiential Dynamic Therapy Association, Inc. (“IEDTA) in the State of Delaware shall be at:

IEDTA
8 The Green STE R, 
Dover, DE 19901

The Corporation may have other offices, both within and without the State of Delaware, as the Board of Directors of the Corporation (hereinafter referred to as the “Board” or “the directors”) from time to time shall determine or the purpose of the Corporation may require.

2.1 Purpose.  The purposes of the IEDTA shall be those set forth in the certificate of incorporation of the Corporation (the “Certificate of Incorporation”), as amended from time to time.

3.1 Classification of Membership.  The Corporation shall have two classes of individual membership (“members”).  One class of individual membership shall comprise the directors who shall have voting rights (“Voting Members”).  The second class of individual membership shall comprise the general members of the IEDTA, who shall not have voting rights (“General Member(s)”).

3.2 Conditions of Membership. It is a condition of all classes of individual membership of the Corporation that the individual has a university degree (or equivalent) demonstrating a concentration in the field of mental health, psychology, psychiatry, social work or similar, and a current and valid government-issued registration or certification or license, or similar, which allows the individual to practice psychotherapy in their country. In countries that do not have such requirements for training or licensure, the Membership Committee will determine eligibility of the applicant.  The Board may establish other conditions for membership, such as a schedule of dues, as it deems appropriate and can ultimately vote to admit individuals that meet its criteria. Trainees in the fields mentioned above are also eligible for membership, as are retired members who maintain an active license.‌

Voting Member Meetings

3.3. Annual Meetings - Voting Members. The annual meeting of Voting Members for the election of the directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such time and place as the Board shall determine.

3.4. Special Meetings - Voting Members.  Special meetings of Voting Members for any purpose or purposes shall be called pursuant to a resolution approved by the Board and shall be held at such time and place as may be specified in such resolution.  

3.5. Notice of Meetings or Waiver of Notice - Voting Members. Written notice of all meetings of the Voting Members, stating the place, date and hour of the meeting, the means of remote communications, if any, by which Voting Members and proxy holders may be deemed to be present in person and vote at such meeting shall be delivered in any manner permitted by the Delaware General Corporation Law (“DGCL”) to each Voting Member not less than 10 nor more than 60 days prior to the meeting, unless the prescribed period for notice shall have been waived. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held. Notice need not be given to any Voting Member who submits a written waiver of notice signed by him or her whether before or after the time stated therein.  Attendance of a Voting Member at a meeting shall constitute a waiver of notice of such meeting, except when the Voting Member attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Voting Members need be specified in any written waiver of notice. 

3.6. Quorum. Except as otherwise provided by law, these bylaws, or the Corporation’s certificate of incorporation, a quorum for the transaction of business at any meeting of Voting Members shall consist of a majority of the Voting Members entitled to vote at the meeting, present in person or by proxy.  If there be no such quorum, the Voting Members entitled to vote at the meeting, present in person or by proxy, may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal from the meeting of any member. 

3.7. Meeting Organization and Voting - Voting Members. 

(a) Meetings of Voting Members shall be presided over by the President or in the President’s absence, by the President-Elect, and in their absence, by a presiding person to be chosen by the Voting Members who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting. 

(b) At all elections of directors, the voting may but need not be by ballot, and directors shall be elected by a majority of the votes of the Voting Members present in person or represented by proxy at the meeting.  Except as otherwise required by law, these bylaws or the certificate of incorporation, any other action shall be authorized by the vote of the majority of the Voting Members present in person or represented by proxy at the meeting and entitled to vote on the subject matter. 

3.8. Voting Member Action Without Meetings. Any action required or permitted to be taken at any meeting of Voting Members may, except as otherwise required by law or the certificate of incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Voting Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation.  Any member executing such consent may provide, whether through instructions to an agent or otherwise, that such a consent will be effective at a future time, no later than 60 days after such consent was delivered to the Corporation.  Such consent is revocable prior to it becoming effective. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those members who have not consented in writing. 

3.9 Biannual Meetings of General Members.  The Corporation will hold a biannual meeting of the General Members. The biannual meeting of General Members will be arranged by the Board.  Occasionally business may be transacted at the biannual meeting, however, the main focus of the biannual meeting will be on the presentation of clinical, educational and research information pertaining to EDTs. The meeting shall be held every other year at such time and place, if any, as the Board shall determine.  The biannual meetings of the General Members shall be presided over by the President, or in the President’s absence, the President-Elect, or in their absence, by a presiding person to be chosen by the President or appointed by the Board.  Rarely, the meeting may be postponed (such as during the COVID-19 pandemic), resulting in a delay of the meeting and may result in the President and the directors extending their terms.

4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board.  The Board may delegate the management of the day-to-day operations of the Corporation to the officers or other persons provided that the business and affairs of the Corporation shall be managed by, and all corporate powers shall be exercised under the ultimate direction of the Board. The Board may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

4.2 Composition
(a) The number of directors shall be at least 10 and no more than 15 (or such number as may be decided by action of either the Voting Members or the Board). The Board will include various officers, including: President, President-Elect, Immediate Past President, Secretary and  Treasurer, as well as chairs of the following Standing Committees: Diversity Committee, Education Committee, Ethics Committee, Membership Committee, Technology Committee and Research Committee.  The Board may appoint more than one person to fill any position and may appoint directors to serve as directors-at-large.    

(b) Directors are elected by the Voting Members to serve for 2 years and may thereafter be re-elected to serve an additional consecutive 2-year term (total of 4 years).  Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal.  The Voting Members can decide to extend the total term of any individual by majority vote. 

(c) Directors who are elected by the Board in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of Voting Members who may vote to confirm the remainder of the director’s 2-year term, or until their successors are elected and qualified, or until their earlier resignation or removal. 

(d) The President shall act as the Chair of the Board (the “Chair”).

(e) Each director shall be a General Member.

(f) Directors appointed as directors-at-large shall have such powers and perform such duties as may be assigned by the Board from time to time. They will have a full and equal vote at Board meetings but are not Chairs of one of the Standing Committees.  The Board may by majority action, on an ad hoc basis, invite former directors to attend Board meetings in an advisory capacity.  At such meetings, former directors may participate in Board discussions but will not be entitled to vote on matters.  

4.3 Places of Meetings.  Meetings of the Board may be held at any place as may from time to time be fixed by the President, or in the President’s absence, the President-Elect, or by resolution of the Board, or as may be specified in the notice of meeting.  

4.4 Annual Meeting. Following the annual meeting of Voting Members, the newly elected Board shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of Voting Members, usually at such time and place at which the Voting Members’ meeting is held. 

4.5 Regular Meetings. Regular meetings of the Board shall usually be held monthly on Zoom, or at such other times and places as the Board shall from time to time by resolution determine. 

4.6 Special Meetings. Special meetings of the Board may be held whenever called by the Chair, or a majority of the directors then in office.  

4.7 Notice of Meetings or Waiver of Notice. A notice of the place, date, time and purpose or purposes of each meeting of the Board shall be given to each director by email or electronic transmission, (e.g. on Slack) at least 2 days before the special meeting. Notice need not be given of regular meetings of the Board (see Clause 4.5) held at times and places fixed by resolution of the Board.  Directors may waive notice of any meeting in writing.  If a director attends a meeting, his attendance shall constitute a waiver of notice of the meeting, except when the director attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business on the grounds that the meeting was not lawfully called or convened.

4.8 Quorum.  Unless otherwise required by law, the Corporation’s Certificate of Incorporation, or these bylaws, at any meeting of the Board, a majority of the directors then in office shall constitute a quorum.

4.9  Meeting Organization and Voting.

(a) At any Board meeting, each director present shall be entitled to one (1) vote. 

(b) The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, except as otherwise provided by law or in these bylaws (see Clause 4.10 - Board Action By Written Consent).

(c) At all meetings of the Board, the Chair (President) or President-Elect, or in the President’s, or President-Elect’s absence or inability to act, a presiding person chosen by the directors, shall preside.  The Secretary of the Corporation shall act as secretary at all meetings of the Board when present, and, in the Secretary’s absence, the presiding person may appoint any person to act as secretary of the meeting.

4.10 Board Action By Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting (e.g. by email or Slack) if all directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board. 

4.11  Meeting by Telephone or Other Communications Equipment.  Board or committee meetings may be held by means of telephone or video conference in which all persons participating in the meeting can hear each other and be heard.  Participation in such a meeting shall constitute presence in person at such meeting.

4.12 Resignation and Removal.  Any director may resign at any time by written notice to the Corporation.  Such resignation shall take effect at the date of receipt of such notice by the President, or secretary, or at such later time as is therein specified.  Except as prohibited by applicable law or the Certificate of Incorporation, any director may be removed, with or without cause, by a majority vote of the Board.

4.13 Vacancies.  Any newly created opening resulting from an increase in the authorized number of directors and any vacancies occurring in the Board may be filled by the affirmative votes of a majority of the remaining directors.  A director so elected shall be elected to hold office until their term ends or earlier by resignation or removal.

4.14 No Compensation. Directors shall not be compensated for their services, except they may be paid or reimbursed for reasonable expenses incurred in the performance of their duties, such as costs to attend Board or Committee meetings.  A director may receive reasonable compensation for the performance of services provided to the IEDTA in any capacity separate from their responsibilities as a director when so authorized by a majority of the Board then in office and in accordance with these bylaws. 

5.1 Board Committees.  The Board may, by a resolution adopted by the majority of the directors then in office, designate one or more Board Committees, each consisting of one or more directors, and only directors, to serve at the pleasure of the Board. Appointments to any Board Committee shall be by a majority vote of the Board then in office. The Board may designate one or more directors as alternate members of any Board Committee, who may replace any absent or disqualified member at any meeting. Committees shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation to the extent provided in the resolution of the Board or in the bylaws; but no Board Committee shall have the power or authority in reference to: amending the certificate of incorporation or bylaws, adopting an agreement of merger or consolidation, recommending to the members a dissolution of the Corporation or a revocation of a dissolution, or any other actions which require the approval of the entire Board under applicable law. Each Board Committee shall keep minutes of its proceedings, and actions taken by a Board Committee shall be reported to the Board.

5.2 Standing Committees.  The Board may by a resolution adopted by the majority of the directors then in office, designate one or more Standing Committees, each consisting of one or more directors, as well as non-directors, to serve at the pleasure of the Board.  The members of Standing Committees may be nominated by any director and appointed and removed by a resolution passed by the majority of the directors then in office. The chair of each Standing Committees will serve as a director.  Standing Committees are seen as essential to the functioning of the organization.  Standing Committees the Board has established at the time these Bylaws are adopted include: the Conference Committee, the Diversity Committee, the Education Committee, the Ethics Committee, the Finance Committee, the Membership Committee, the Technology Committee, and the Research Committee.  Standing Committees may not exercise the authority of the Board to make decisions on behalf of the Corporation but shall be restricted to making recommendations to the Board or Board Committees and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee. Notwithstanding the above, in some limited circumstances, the Board may, by a resolution passed by a majority of the directors then in office, grant a Standing Committee specific authority to act on behalf of the Corporation within specified limited parameters. 

5.3 Procedures,  Quorum and Actions by Board Committees and Standing Committees (“committee(s)”).  Subject to Board approval, each committee shall make, alter, and repeal its own rules of procedure for the conduct of its business.  Each committee shall meet as provided by such rules, including by means of telephone or video conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard. Participation by a member of a committee in a meeting pursuant to this clause shall constitute presence in person at such meeting. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be an act of the committee.

 ‌ 5.4  Action Without Meeting and Reporting to Board.  Any action required or permitted to be taken at any meeting of any committee may be taken without a meeting if all the members of the committee consent thereto in writing or electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of that committee.  All committees (both Board Committees and Standing Committees) must report periodically to the Board (including actions recommended).  Such reports may be made in person at the Board meetings but will be made in writing at least twice per year.  The Board will consider the actions requested and take a vote or agree to table any action to the following Board meeting (by a majority vote of the Board).

5.5 Term and Termination.  Members of both Standing Committees and Board Committees will serve for a 2-year period and are eligible, subject to majority vote of the Board, for one additional term of two years subsequently.  In rare circumstances, the Board may ask committee members to serve beyond their maximum 4-year term.  In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any Board Committee or the chair of any Standing Committee.

6.1  Election and Qualifications. The Board shall elect the officers of the Corporation, each of whom must be a director, which shall include a President (who will also serve as the Chair of the Board), a President-Elect, a Treasurer, and a Secretary. The Board, in its discretion, may also elect one or more other officers.  Each officer shall have such powers and duties as may be prescribed by these bylaws and as may be assigned by the Board.  Any two or more offices may be held by the same person.

6.2 Election and Term.  All officers shall be elected by the Board.  Both the President, Immediate Past President, and President-Elect shall serve two-year terms (and thereafter until such time as their respective successors are elected and qualified or until their earlier resignation or removal.)  The Secretary and the Treasurer will also serve two-year terms but are eligible for a second two-year term by Board majority vote.  Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board or a new term beginning at the point of election.  In rare circumstances, the Board may vote to extend terms of these positions by majority vote.  

6.3 Resignation and Removal.  Any officer may resign at any time by giving written notice of their resignation to the President or the Secretary.  Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt.  Any officer may be removed by the Board at any time, with or without cause, by the majority vote of the directors then in office. 

6.4 President. The President shall have general supervision over the business of the Corporation and other duties incident to the office of President, and any other duties as may be from time to time assigned to the President by the Board and subject to the control of the Board in each case. 

6.5 President-Elect.  The President-Elect shall have such powers and perform such duties as may be assigned to the President-Elect from time to time by the President or Board.

6.6 Immediate Past-President.  The Immediate Past-President shall have such powers and perform such duties as may be assigned to the Immediate Past-President from time to time by the President or the Board.  

6.7  Secretary.  The Secretary shall in general have all duties incident to the position of Secretary including custody of the books, records and documents (other than those maintained by the Treasurer) of the Corporation, shall attest deeds, contracts, and other legal instruments and formal documents and shall perform such other duties as may be assigned by the Board or the President. The Secretary shall in general attend all meetings of the Board and record all votes and the minutes of all proceedings in a file to be kept for that purpose. The secretary shall give, or cause to be given, notice of all meetings of the Board, and circulate minutes from prior meetings including documenting actions taken and persons accountable for such actions.  Meeting minutes should be approved at the beginning of the next subsequent Board meeting or  beforehand, electronically. 

6.8 Treasurer.  The Treasurer shall in general have all duties incident to the position of treasurer including custody of all funds of the Corporation, shall be responsible for the receipt and disbursement of all monies of the Corporation, and shall perform such other duties as may be assigned by the Board. The treasurer shall keep proper books of accounts of such receipts and disbursements and shall prepare financial statements consistent with generally accepted accounting principles in such forms and at such times as may be required by the Board.  The Treasurer shall serve as chair of the Finance Committee.  

6.9 Delegating Duties of Officers.  In case any officer is absent, or for any other reason that the Board may deem sufficient, the President or the Board may delegate for the time being the powers or duties of such officer to any other officer or to any director.

7.1 Books and Records.  The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, its Board, and the Committees.  Any records administered by or on behalf of the Corporation in the regular course of its activities, including its books of account and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time.  The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

7.2. Reports.  The Corporation shall comply with all Delaware and U.S. federal tax reporting requirements, including filing a Form 990 with the IRS.

8.1 Conflicts of Interest.  Neither the Corporation nor any current or former (within the last five years) director, officers, or others who have the ability to exercise substantial influence over the Corporation (“Covered Persons”) shall enter into any transaction or arrangement that involves an actual, potential, or apparent conflict of interest except in compliance with these bylaws or as may be specified in the Corporation’s conflict of interest policy adopted by the Board.

8.2 Indemnification. The Corporation shall indemnify, advance expenses and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person as provided in the Corporation’s certificate of incorporation.

8.3 Fiscal Year.  The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board.

8.4  Conflict with Applicable Law or Certificate of Incorporation.  These bylaws are adopted subject to any applicable law and the Certificate of Incorporation.  Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

8.5 Amendments to Bylaws.  These bylaws may be adopted, amended, or repealed or new bylaws adopted by a majority of the directors then in office.‌