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Article I: Members
Section 1. Definition.
The membership of the Society shall consist of ordinary members and corresponding
members.
(a) Ordinary members
shall be investigators in the field of neurochemistry or related fields
that reside in the Western Hemisphere. Ordinary members receive all
circulars, publications and announcements of the Society, may attend
and submit abstracts to the meetings of the Society, may hold elected
office in the Society, may nominate new members, may propose motions
at the annual business meeting, and may vote on any matters arising,
including elections.
(b) Corresponding
members shall be investigators in the field of neurochemistry or related
fields that do not reside in the Western Hemisphere. Corresponding
members receive all circulars, publications and announcements of the
Society, may attend and submit abstracts to the meetings of the Society,
and may nominate new members.
(c) Emeritus members
shall be members who have retired from their professional duties and
who have chosen to be transferred to emeritus status from their previous
membership class.
Section 2. Election
to Membership. Admission to membership shall be by nomination made
in writing on forms provided by the Secretary of the Society. Nominations
may be submitted by members of the Society. Nominees shall be reviewed
and approved by the membership committee and ratified by a majority vote
of the Council of the Society.
Section 3. Membership
Dues. The members shall pay annual dues. The annual dues for the first
year of the Society shall be $5.00. The amount of the annual dues may
thereafter be increased or decreased upon recommendation of the Council
and approval by a majority vote of the members at the annual meeting.
The annual dues shall be payable on January 1 of each year. Any member
who shall fail to pay annual dues by October 1 shall be deemed suspended
from membership without action on the part of the Society. A member suspended
for nonpayment of dues shall be restored to full membership on payment
of all indebtedness.
Non-payment of dues
for two consecutive years shall be cause for cancellation of membership,
provided, however, that membership may be restored upon payment in full
of all indebtedness to the Society and by approval of the Council or by
any committee or group to whom the authority to grant such approval has
been delegated by the Council.
Section 4. Forfeiture
of Membership. Membership may be forfeited for causes deemed sufficient
by the Council or by any committee or group to whom the authority to make
such a determination has been delegated by the Council, except that forfeiture
proceedings shall only be initiated in each case on recommendation of
an ad hoc committee of non-Council members appointed by the President.
Upon recommendation of forfeiture, a notice shall be sent to the members
within thirty days setting forth the reasons for contemplating forfeiture.
In such cases, the member shall be granted a reasonable time within which
to rebut the recommendation before the Council or other group, as the
case may be. A recommendation of forfeiture shall be submitted to a vote
of the members at the annual business meeting and a two-thirds majority
(calculated from the total number of members voting at the annual business
meeting) shall be required for forfeiture.
Section 5. Powers.
All powers of the Society shall reside in its membership, except as otherwise
delegated to the Council in the Bylaws, who shall take action at its annual
and special meetings in accordance with the Articles of Incorporation
and the Bylaws.
ARTICLE II: Meetings
Section 1. Annual
Meeting. The Society shall meet annually at a time, place and date
determined by the Council.
(a) At
each annual meeting the members shall, by election as set forth in Article
III of these Bylaws, fill the vacancies on the Council.
(b) The annual meeting shall consist of a scientific program and of
one or more business meetings concerning the operation and management
of the Society. The scientific program shall include presentations of
scientific papers by the members and other scientific activities as
determined by the Program Committee. Council will be informed and will
approve the thematic and general programmatic decisions made by the
Program Committee. The right of individual members to present and to
sponsor papers shall be regulated by the Council as necessitated by
circumstances, but with due regard to equality of privilege for all
members. Any meeting relative to the operation and management of the
Society shall be open to all members. Discussion shall likewise be open
to all members, and voting on motions shall be restricted to ordinary
members unless otherwise provided in these Bylaws.
c) The annual meeting shall be opened to all interested scientists who
will have registered to participate in the meeting. The registered scientists
who are not members of the Society shall be deemed to be "registrants"
of the Society. Registrants of the Society shall be eligible to participate
in the activities of the Society until and including the day immediately
preceding the first day of the next annual meeting. Presentation of
scientific contributions by registrants shall be regulated by the Council
and shall require sponsorship by a member of the Society.
Section 2. Special
Actions.
(a) At
any time in the interval between annual meetings, special meetings of
the members may be called by the President acting upon the request of
a majority of the Council, or upon request of fifty ordinary members
or ten percent of the ordinary membership, whichever is greater.
(b) At any time in the interval between annual meetings, votes by mail
on special issues may be taken from the ordinary membership, by the
President acting upon the request of a majority of the Council, or upon
request of fifty ordinary members or ten percent of the ordinary membership,
whichever is greater. For the vote to be valid, ten percent of the ordinary
members must vote within 60 days from the date of mailing. The issue
will be decided by a simple majority of the votes cast unless otherwise
specified by the Bylaws.
Section 3. Notice
of Meetings. Written or printed notice of every annual or special
meeting of the members shall be given to each member thirty (30) days
or more before such meeting, by leaving the same with the member at their
residence or usual place of business, or by mailing it, postage prepaid,
and addressed to the member at their address as it appears upon the records
of the Society. Notice of every special meeting shall state the place,
day and hour of such meeting and the purpose thereof. No notice of any
meeting of members need be given to any member who attends the meeting
or who, in writing, executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice. Any meeting
of members, annual or special, may adjourn from time to time to reconvene
at the same or some other place, and no notice need be given of any such
adjourned meeting other than by announcement.
Section 4. Quorum.
At all business meetings of members the presence of five percent of the
ordinary membership shall be necessary to constitute a quorum, provided,
however, that quorum shall not be required at the first meeting. Any action
required by law to be taken or authorized by the affirmative vote of a
majority or other designated proportion of all the members shall be effective
and valid if taken or authorized by a majority or designated proportion
of all of the votes cast at a duly constituted meeting. In the absence
of a quorum the members present at any meeting, by a majority vote and
without notice other than by announcement, may adjourn the meeting from
time to time until a quorum shall attend, or to a fixed date. At any such
adjourned meeting at which a quorum shall be present, any matters may
be considered which might have been considered at the meeting as originally
called had the same been held at the time so called.
ARTICLE III: Council
Section 1. Composition
and Term. A Council shall be elected for the purpose of managing the
Society in the intervals between meetings. The Council shall consist of
a President, Past-President, President-Elect, (note: the positions of
President-Elect and Past President were created in 1996 by a vote of the
membership), Secretary, Treasurer and twelve members.
(a) The President-Elect
shall be elected directly by the ordinary membership of the Society
for a term of two years, after which he or she shall assume the office
of President. The outgoing President shall assume the office of Past-President.
Presidential officers are not eligible to succeed themselves.
(b) The Secretary
and the Treasurer shall be elected by the ordinary members for a term
of two years, at the expiration of which they shall be eligible for
two consecutive terms after which they shall not be eligible for their
respective offices for a period of four years.
(c) The American Society for Neurochemistry shall establish the position
of Treasurer Elect.
The person that will occupy this office will initially be elected in
a special election, and in the future during the regular election process.
However, the term of the Treasurer Elect will be just for the year prior
to assuming the duties of Treasurer.
(d) The American Society for Neurochemistry shall establish the position
of Secretary Elect.
The person that will occupy this office will initially be elected in
a special election, and in the future during the regular election process.
However, the term of the Secretary Elect will be just for the year prior
to assuming the duties of Secretary.
(e) The twelve ordinary
members shall be elected by the ordinary members for a term of four
years, and shall not be eligible to succeed themselves.
(f) The President
of the Society upon completion of his/her term will automatically be
appointed to Council of a two year term (note: added in 1979 by a vote
of the membership, superceded in 1996 by creation of the position of
Past President).
Section 2. Nominations
for elections. Not later than six months prior to the pertinent annual
meeting, the Secretary shall solicit from the ordinary members nominations
to the anticipated vacancies in the Council. Each ordinary member is entitled
to nominate no more than one candidate for each vacancy. Candidates for
Council and Officers positions must be members in good standing.
Nominations received
at the Secretary's office later than 45 days after the mailing of the
solicitation circular, not counting the day of mailing, shall not be considered
valid. The Secretary will forward all nominations to the Nominating Committee
(note: the nominating committee was created and defined in 1996 by a vote
of the membership). Within thirty days of the close of nominations, the
Nominating Committee will construct a slate of candidates from the submitted
nominations and the entire ordinary membership. Any member receiving six
or more nominations from the ordinary membership will be placed on the
slate. All persons on the slate shall be contacted by the chair of the
Nominating Committee to determine their willingness to serve, if elected.
Upon receipt of their concurrence, in writing and within thirty days of
notification, the names shall be placed on the ballot. No name shall be
placed on the ballot without the concurrence of the nominee in writing.
The ballot will provide at least one candidate for each officer vacancy
and at least eight candidates for six vacant Council positions. The ballot
will be forwarded to the Secretary who shall conduct the election.
Section 3. Election.
The completed ballots shall be mailed to the ordinary members sixty days
prior to the annual meeting. Ballots in signed envelopes shall be returned
to a Senior Teller appointed by the President, double enveloping to be
used by those wishing to secure secrecy of vote. Ballots received by the
Senior Teller less than twenty-one days prior to the annual meeting, not
including the first day of such meeting of the Society, shall not be valid.
Section 4. First
and Second Elections of the Council.
(a) The ballot
for the first election of the Council shall contain candidates for
President, Secretary, Treasurer and twelve (12) members of the Council.
Five of the ordinary members of the Council shall be selected by lot
to serve terms of two years, instead of the usual four-year term.
The ballot for the second election shall contain candidates for President,
Secretary, Treasurer, five ordinary members and one associate member
(note: the category of associate representative on Council was replaced
by another ordinary member in 1983 by vote of the membership). The
first election shall be held as specified in Article III, Sections
2 and 3, in the fall-winter of 1970-71.
(b) The ballot
for the 1997 election of the Council shall contain candidates for
President, President-Elect, Secretary, Treasurer and six members of
Council. The ballot for the second and subsequent elections shall
contain candidates for President-Elect, Secretary, Treasurer and six
members of Council. The first election shall be held as specified
in Article III, Sections 2, 3 and 4 in fall-winter of 1996-1997.
Section 5. Vacancies
on Council.
Except for officers, vacancies occurring on the Council, except through
removal by the members as specified in Section 7 below, will be filled
until the next regularly scheduled election by alternates and then by
candidates on the last preceding regular ballot in order of decreasing
number of votes received. In the event of reduction to less than seven
(7) members of Council and no candidates are available from the preceding
annual ballot, the President shall call a special election which shall
follow the prescribed procedure for ordinary elections.
Section 6 Holding
of Office. Each member of the Council shall hold office until the
next annual meeting at which the office is subject to election, or until
a successor shall have been duly chosen and qualified or until he/she
shall have resigned or shall have been removed in the manner hereinafter
provided.
Section 7. Removal.
Any member of the Council may, with or without cause, be removed by two-thirds
majority of the ordinary members of the Society, who cast votes, at any
meeting thereof and another be elected in his/her place by a simple majority
vote.
Section 8. Organizational
Meeting. After each annual meeting of the members, the Council, as
newly constituted, shall meet as soon as practicable for the purpose of
organization, and the discussion of other matters, at such time as may
be designated by the members at such meeting; in the event that no time
is designated by the members, the Council shall meet during or immediately
after the adjournment of such annual meeting of the members. Such organizational
meeting shall be held at such place as may be designated by the members
or, in default of such designation, at such place as may be designated
by the Council. No notice of such first meeting shall be necessary. Other
meetings of the Council shall be held on such dates and at such places
as may be designated from time to time by the Council.
Section 9. Special
Meetings. Special meetings of the Council may be called at any time
by the President or by a majority of the Council members in writing with
or without a meeting. Such special meeting shall be held at such place
as may be designated by the Council.
Section 10. Notice.
Except as provided in Section 8 of this Article, notice of the place,
day and hour of every regular and special meeting shall be given to each
Council member at least five (5) days before the meeting by delivering
the same to him/her personally, or by sending the same to him/her by telegraph,
or by leaving the same at their residence or usual place of business,
or in the alternative, by mailing such notice postage prepaid, and addressed
to the Council member at his/her last known post office address according
to the records of the Society. Unless required by resolution of the Council,
no notice of any meeting need state the purpose thereof. No notice of
any meeting of the Council need be given to any member who attends or
to any member who, in writing, executed and filed with the records of
the meeting either before or after the holding thereof, waives such notice.
Any meeting of the Council, regular or special, may adjourn from time
to time reconvene at the same or some other place, and no notice need
be given of any such adjourned meeting other than by announcement.
Section 11. Quorum.
At all meetings of the Council, a majority of the Council members shall
constitute a quorum, and the vote of a majority of such a quorum at a
duly constituted meeting shall be sufficient to elect and pass any measure.
In the absence of a quorum, the members present, by a majority vote and
without notice other than by announcement, may adjourn the meeting from
time to time or to a fixed date. At any such adjourned meeting at which
a quorum shall be present, any matters may be considered which might have
been considered at the meeting as originally called had the same been
held at the time so called.
Section 12. Compensation.
The members of the Council may not receive compensation for their services
as such.
ARTICLE IV: Officers
Section 1. General.
The officers of the Society shall consist of a President, a President-Elect,
a Past-President, a Secretary and a Treasurer, and whenever deemed advisable
by the Council, one or more Assistant Secretaries and Assistant Treasurers.
Each such officer shall hold office until the first meeting of the Council
after the annual meeting of members at which a successor shall have been
elected or until a successor shall have been duly chosen and qualified,
or until he/she shall have resigned or shall have been removed. In order
to ensure continuity in the operation of the Society, any vacancy in any
of the above offices shall be filled, for the unexpired portion of the
term, by the Council from one of the Society's current members, at any
regular or special meeting.
Section 2. Presidential
officers. The President shall be the chief executive office of the
Society, and shall preside at all meetings of the members and the Council
at which he or she shall be present. The President shall have, subject
to the control of Council, general charge and supervision of the affairs
of the Society; including signing and executing in the name of the Society
all authorized deeds, mortgages, bonds, contracts or other instruments,
except in the cases in which the signing and execution thereof shall have
been expressly delegated to some other officer or agent of the Society.
The President shall perform such other duties from time to time as may
be assigned by the Council. The President-Elect and the Past President
shall assist the President, shall be members of Council and shall substitute
for the President when necessary. The Past President shall take precedence
over the President-Elect in substituting for the President. The President-Elect
shall be elected biannually for a period of two years and shall assume
office at the first Council meeting at the first annual meeting of members
which follows the election. At the same time the previous President-Elect
shall become President, and the previous President shall become Past President.
Section 3. Secretary.
The Secretary shall attend all meetings of the members and of the Council
and shall keep minutes of all meetings in books provided for the purpose;
he shall see that all notices are duly given in accordance with the provisions
of the Bylaws or as required by law, he shall be custodian of the records
of the Society; he shall see that the seal of the Society is affixed to
all documents, the execution of which on behalf of the Society, under
its seal, is duly authorized and when so affixed, may attest the same;
and in general, he shall perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned by
the Council or the President.
Section 4. Treasurer.
The Treasurer shall be the fiscal officer of the Society. He shall prepare
and submit to the Council plans, suggestions and recommendations for the
work of the Society; he shall have charge of and be responsible for all
funds, securities, receipts and disbursements of the Society, and shall
deposit or cause to be deposited in the name of the Society all monies
or other valuable effects in such banks, trust companies or other depositories
as shall from time to time be selected by the Council; he shall render
to the President and to the Council whenever requested an account of the
financial condition of the Society and, in general, he shall perform all
the duties incident to the office of Treasurer and such other duties as
may be assigned from time to time by the Council or the President.
Section 5. Assistant
Officers. The Assistant Officers shall have such duties as from time
to time may be assigned to them by the Council or the President.
Section 6. Removal.
Any officer of the Society may be removed at any time with or without
cause, in accordance with provisions of Article III, Section 7.
ARTICLE V: Financial
Administration
Section 1.
All checks, drafts and orders for the payment of money, notes and other
evidence of indebtedness, issued in the name of the Society, shall be
signed by such officer or designate as the Council may from time to time
approve.
Section 2.
A full and true statement of the affairs of the Society shall be submitted
at the annual meeting of the members and filed within twenty (20) days
thereafter at the principal office of the Society.
Section 3. Fiscal
Year. The fiscal year of the Society shall be from January 1 to December
31, inclusive.
ARTICLE VI: Sundry
Provisions
Section 1. Seal.
The Council shall provide a suitable seal bearing the name of the Society,
which shall be in the charge of the Secretary.
Section 2. Amendments.
Any and all provisions of these Bylaws may be altered, amended or repealed,
and new Bylaws be adopted. Amendments may originate from the Council or
from the membership, but in no case may such proposed Bylaws conflict
with the Articles of Incorporation, or the laws of the District of Columbia.
Amendments proposed by the membership shall be endorsed by six members
or two percent (2%) of the membership, whichever shall be greater, and
shall be sent to the Secretary. Initiation of action on such proposed
amendments shall be by affirmative vote of a majority of the members present
at any annual or special meeting or by a majority vote of Council. Commencing
with the 1971 annual meeting, proposed amendments so initiated must be
circulated by the Secretary within eighty (80) days after the meeting
at which initiation of action was voted, and shall require approval by
mail of a majority of the ordinary members of the Society responding within
60 days to the ballot. For the vote to be valid, ten percent of the membership
must vote. Amendments shall become effective immediately following their
adoption.
Posted November 17, 2002 |
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