(Certificate of Incorporation) - Ratified July 3, 1973 - 6th Congress, Uppsala, Sweden - Revised and Ratified. 1988

ARTICLE I. NAME
The Society shall be known as The International Society of Hypnosis, Incorporated, hereinafter referred to as "the International Society."

ARTICLE II. OBJECT
The object of the International Society shall be to stimulate and to improve research, discussion, and publications pertinent to the scientific study and clinical application of hypnosis. It shall encourage cooperative relations among scientific disciplines with regard to the study and applications of hypnosis, and it shall bring together persons who use hypnosis, and shall set up standards for professional training and adequacy in the field.

ARTICLE III. MEMBERSHIP
Membership shall be open to qualified individuals, as set forth in the By-Laws.

ARTICLE IV. CONSTITUENT SOCIETIES
The Board of Directors may accept as a Constituent Society or as Constituent Societies one or more societies within a nation. The qualifications for acceptance and the privileges of a Constituent Society are set forth in the By-Laws.

ARTICLE V. OFFICERS
Section 1. The officers of the International Society shall be a President, a President-Elect, the immediate Past-President, and a Secretary-Treasurer, to be elected according to the procedures specified in the By-Laws, and to serve for the terms there indicated. Any officer, will, however, continue in office until a successor has been elected.

Section 2. The President shall also act as Chairman of the Board of Directors. He shall preside at all business meetings and at all scientific meetings of the International Society. In the event of his death, resignation, or absence, his duties shall devolve successively upon the President-Elect, the immediate Past-President, the Secretary-Treasurer, or a President Pro-term appointed by the Board of Directors.

Section 3. The Secretary-Treasurer shall maintain the records of the International Society, including historical records, the minutes of its meetings, and copies of its publications. He shall be responsible for receiving funds due the International Society from dues and other sources, accounting for them according to acceptable practices, and disbursing them according to instructions from the Board of Directors. He shall submit a budget annually to the Board of Directors and, subject to their approval, operate in accordance with it. He shall also be responsible for attending to correspondence relating to the International Society.

ARTICLE VI. BOARD OF DIRECTORS
Section 1. The Board of Directors shall be the governing body of the international Society. It shall call regular and special meetings. It shall have the power to fill vacancies in elective offices to complete the term for an office vacated by resignation, death, or inability to serve. The Board of Directors shall consist of the elected officers of the International Society, plus not fewer than six (6) members elected by the Council of Representatives, according to the procedures specified in the By-Laws. All former Presidents (having served as immediate Past-President) shall be non-voting members of the Board of Directors (unless eligible to vote by virtue of holding other office).

Section 2. The Board of Directors may conduct its business by mail. Replies by a majority of the members of the Board shall constitute a quorum for purposes of taking action, provided the notification has been by air mail 45 days prior to the date of counting the ballots.

Section 3. The Board of Directors shall approve the annual budget submitted by the Secretary-Treasurer, and be responsible for the disbursement of the funds of the International Society.

ARTICLE VII. COUNCIL OF REPRESENTATIVES
Section 1. The Council of Representatives shall represent the membership in matters referred to it by the Board of Directors or upon matters referred to it by petition signed by twenty members in good standing, except that the right of voting for officers shall be reserved to the membership.

Section 2. The Council of Representatives shall consist of representatives from the Constituent Societies, according to the election procedures specified in the By-Laws.

Section 3. The officers of the Council of Representatives shall be a Chairman, a Vice-Chairman and a Secretary elected from among its members. Election shall be for a term of three years, subject to re-electin if continuing as a representative from a constituent society. The officers shall have the power to fill vacancies in elective offices (of the Council of Representatives or to the Board of Directors) to complete the term of an office vacated by resignation, death or inability to serve by appointment or election.

Section 4. The Council of Representatives may conduct its business by mail. Replies from 12 members shall constitute a quorum for purposes of taking action, provided the notification has been by air mail 45 days prior to the date of counting the ballots.

Section 5. A regular meeting of the Council of Representatives shall be called at the time of each International Congress of the International Society.

ARTICLE VIII. INTERNATIONAL CONGRESS OF HYPNOSIS
Section 1. There shall be an International Congress of Hypnosis held periodically, usually at 3 years intervals at a time and place to be designated by the Board of Directors.

Section 2 The International Congress shall provide opportunities for invited addresses and volunteered papers on topics of mutual interest, covering research on hypnosis and closely related phenomena, and clinical and other applications of hypnotic procedure and knowledge, as well as workshops and specific training.

Section 3. The Congress shall also provide opportunities to deal with the business affairs of the Society, including deliberations of the Board of Directors, and the Council of Representatives, and reports to those members who are in attendance.

ARTICLE IX. FUNDS AND ENDOWMENTS
The International Society may solicit and receive funds and endowments. Expenditures of all funds shall be authorised by the Board of Directors.

ARTICLE X. AMENDMENTS
Section 1. This Constitution may be amended by a two-thirds affirmative vote of those voting in a referendum submitted by mail to the members in good standing.
Section 2. Amendments may be proposed by the Board of Directors, the Council of Representatives, or a petition by any one hundred (100) members of the International Society.
Section 3. All proposed amendments to the Constitution shall be communicated to the members at least 90 days prior to the closing of the vote and the counting of the ballots.