SECTION 1. The name of this organization shall be The National Neurotrauma Society (herein after referred to as the ‘Society’).
The objectives of the Society shall be:
SECTION 1. The Society shall have four classes of members. The designation of such classes and the qualification and rights of the members of such class shall be as follows: members, associate members and emeritus members.
SECTION 2. Each standard member and emeritus member shall be entitled to one vote on each matter submitted to a vote of the members.
SECTION 3. The Council, by affirmative majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article X of these By Laws. In addition, the Council, by affirmative vote of two-thirds of all of the members, may suspend or expel a member for conduct that the Council deems detrimental to the objectives or interests of the Society or in violation of its Constitution or By Laws, provided the member is given notice of the proceedings and an opportunity to be heard in his or her own defense.
SECTION 4. Any member may resign by filing a written resignation with the Secretary-Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges, theretofore accrued and unpaid.
SECTION 5. On written request signed by a former member and filed with the Secretary-Treasurer, the Council, by the affirmative vote of two-thirds of the members of the Council, may reinstate such former member to membership on such terms as the Council may deem appropriate.
SECTION 6. Membership in this Society is not transferable.
SECTION 7. Membership shall terminate on the death or resignation of a member, or upon expulsion by the Council. Upon such termination any right, title or interest of the member in or to the property and assets of the Society shall cease.
MEETINGS OF MEMBERS
SECTION 1. The Society is authorized to hold scientific meetings, whether international, national or regional. An annual meeting of the members shall be held in each year which shall be held at a time and place to be designated by the President, in connection with the annual scientific meeting of the Society for the purpose of notification of newly elected officers/councilors and for the transaction of such other business as may come before the Society. The Council shall hold the electronic election of new officers/councilors prior to the annual meeting of the members in a timely manner in order to announce newly elected officers/councilors at the annual meeting.
SECTION 2. Special business meetings of the members either in person, conference call or electronically may be called by the President, the Council, or not less than one-tenth of the members having voting rights by written petition filed with the Council who shall then issue the notices required for a special meeting.
SECTION 3. The Council may designate any place, either within or outside the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Council. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Texas. However, if all of the members shall meet at any time and place, either within or outside the State of Texas, and consent to the holding of a meeting, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
SECTION 4. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail or by e-mail, to each member entitled to vote at such meeting not less than 30 nor more than 50 days before the date of such meeting, by or at the direction of the President or the Secretary-Treasurer or the Officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. If emailed, the notice of a meeting shall be deemed to be delivered when sent via electronic transmission and verified by electronic delivery receipt.
SECTION 5. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action to be taken shall be signed or electronically authorized by two-thirds majority of all of those eligible voting members submitting a vote with respect to the subject matter.
SECTION 6. The members holding ten (10%) percent of the votes that may be cast in any meeting, or thirty (30) members, whichever is less, shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
SECTION 7. At any meeting of members, a member entitled to vote may vote by proxy executed in writing or authorized electronically by the member or by his or her authorized attorney in fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.
SECTION 8. Where members of the Council or officers are to be elected, such election may be conducted by mail or electronically in such manner as the Council may determine.
SECTION 9. At any election for members of the Council for the Society, there shall be no cumulative voting. Parliamentary procedures to be followed in the business meeting shall be those specified in “Robert’s Rules of Order”.
SECTION 1. The affairs of the Society shall be managed by its Council. Members of the Council shall be members of the Society. The Council shall be responsible for the fulfillment of the scientific and business obligations of the Society. It shall be the duty of the Council to determine the policies for the good of the Society and the science it represents in accordance with the Constitution and the implementation and the execution of these policies as provided herein. The President and Program Committee shall plan the scientific meetings. The Council shall authorize the expenditure of the Society’s funds and it shall obtain an audit or review of the Society’s finances every three years. The audit or review will alternate every three years.
SECTION 2. The number of Council members shall be at least sixteen (16). An equal number of such Councilors shall be elected each year and hold office for a two year term or a three year term and until the next annual meeting of members thereafter and until his or her successors shall have been elected and qualified.
SECTION 3. A regular annual meeting of the Council shall be held at the call of the President without other notice than this By Law. The Council may provide by resolution the time and place, either within or outside the State of Texas for the holding of additional regular meetings of the Council without other notice than such resolution. At the annual meeting the Council shall consider changes in dues, amendments to the Constitution and By Laws, and proposals for affiliation and set the agenda for the business meeting of the Society. Newly elected Council members who have not yet taken office, shall attend this meeting but may not vote.
SECTION 4. Special meetings of the Council may be called by or at the request of the President or any two members of the Council. The person or person authorized to call special meeting of the Council may fix any place, either within or outside the State of Texas as the place for holding any special meeting of the Council called by them.
SECTION 5. Notice of any special meeting of the Council shall be given at least ten days prior to such meeting by written notice delivered personally or sent by mail or email to each Council member at his or her address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage prepaid. If notice given by email, notice shall be deemed to be delivered once it is sent and verified via an electronic delivery receipt. Any Council member may waive notice of any meeting. The attendance of a Council member at any meeting shall constitute waiver of notice of such meeting, except where a Council member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. The business to be transacted at the meeting shall not be specified in the notice or waive of notice of such meeting, unless specifically required by the law or by these laws.
SECTION 6. Five voting members of the Council shall constitute a quorum for the transaction of business of any meeting of the Council; but if less than five of the Council members are present at the meeting, a majority of the Council members present may adjourn the meeting from time to time without further notice.
SECTION 7. The act of a majority of the Council members present at a meeting at which a quorum is present shall be the act of the Council, unless the act of a greater number is required by law or these by laws.
Section 8. Any vacancy occurring in the Council shall be filled by the affirmative vote of a majority of the remaining Council members but not less than a quorum of the Council. A Council member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Any Council membership to be filled by reason of any increase in the number of Council members shall be filled by election at any annual meeting or at a special meeting of the members called for that purpose.
SECTION 9. Council members as such shall not receive any stated salaries for their services but by resolution of the Council any Council member may be indemnified for expenses and costs, including attorney’s fees, actually and necessarily incurred in connection with any claim asserted against that Council member, by action in court or otherwise, by reason of his or her being or having been such Councilor, except in relation to matter as to which he or she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
SECTION 10. The current officers, the immediate past President, the Editor-in-Chief of the official Society journal, Journal of Neurotrauma, and eight additional council members shall constitute the Council. Councilors shall be elected to provide representation from the membership. Councilors shall be nominated by a nominating committee.
SECTION 11. The Council may, at its discretion, appoint an Executive Director with appropriate compensation to assist in handling the affairs of the Society. The Council may, if it deems necessary, appoint an executive committee from its members and may delegate to this committee such powers as it sees fit. The Council may apply for grants or secure donations for specific projects that are consistent with the purposes of the Society as stated in the Constitution. The Council or appropriate committees of the Council may meet to consider business at times other than the Annual Meeting, with expenses defrayed by said grants or donations.
The officers of the Society shall be a President, a President-elect, a Vice President, a Vice President-elect, a Secretary-Treasurer, and a Secretary-Treasurer elect. The Officers-elect shall serve one year as such prior to taking office as their elected position for one year. All officers shall be elected to two year terms, one as an officer-elect and one as an officer.
SECTION 1. President. It shall be the duty of the President to preside over the annual meeting of the Society, to serve as Chair of the Council, to appoint and charge, with the approval of the Council, the Chair and members of all committees of the Council and to carry out other activities usually pertaining to this office.
SECTION 2. President-elect. The President-elect shall automatically succeed to the presidency when the position of the President becomes vacant or upon the end of the President’s term of office and may be assigned other duties as necessary.
SECTION 3. Vice President. It shall be the duty of the Vice President to carry out the duties of the President when absent or disabled. The Vice President shall oversee the review of abstracts for the annual meeting as well as forming the committee to judge the student awards. The Vice President will also determine who receives a travel award to the annual meeting based on applications submitted in request of travel awards.
SECTION 4. Vice President-elect. The Vice President-elect shall automatically succeed to the vice presidency when the position of the Vice President becomes vacant or upon the end of the Vice President’s term of office and may be assigned other duties as necessary.
SECTION 5. Secretary-Treasurer. The Secretary-Treasurer shall be assisted by the Executive Director to keep accurate records, maintain an up-to-date membership list, give notice of all meetings of members and of the Council, and send out dues notices and collect all dues. He/she and the Executive Director shall be responsible for all funds and securities of the Society and shall make all disbursements in accordance with the budget approved by the Council. He/she shall submit an annual report of the financial condition of the Society and shall be responsible for any financial reports required by the Internal Revenue Service, the State of Texas or any other governmental entity. The Secretary-Treasurer will serve as Chair of the Investment Strategy Committee.
SECTION 6. Secretary-Treasurer-elect. The Secretary-Treasurer-elect shall automatically succeed to the position of Secretary-Treasurer when that office becomes vacant or upon the end of the Secretary-Treasurer’s term of office and may be assigned other duties as necessary.
The following shall be the standing committees of the Council, whose members shall be appointed in accordance with these Bylaws:
SECTION 1. Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the members or Councilors of the Society or any action that may be taken at a meeting of the members or councilors of any committee of the Society, may be taken without a meeting if a consent in writing or electronic communication, setting forth the action to be taken, is signed by a sufficient number of members, councilors, or committee members as would be necessary to take that action at a meeting at which all of the members, councilors, or members of the committee were present and voted.
SECTION 2. Subject to the provisions of the Texas Non-Profit Corporation Act, unless otherwise restricted by the By-Laws, members of the Society, members of the Council or members of any committee designated by such Council may participate in and hold a meeting of such members, Council, or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Article shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
SECTION 1. The Council may authorize any member of the Council, Executive Director or agents of the Society, in addition to the officers so authorized by these By Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.
SECTION 2. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society shall be approved by the Secretary-Treasurer and processed by the Executive Director and in such manner as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the Secretary-Treasurer or Treasurer-elect or President.
SECTION 3. All funds of the Society shall be deposited on a timely basis to the credit of the corporation in such banks, trust companies, investment funds or other depositaries as the Council may select. The President, Secretary-Treasurer and Executive Director will be listed as signors on all accounts.
SECTION 4. The Council may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or any special purpose of the Society.
DUES AND ASSESSMENTS
SECTION 1. All fiscal affairs of the Society shall be conducted on the basis of the calendar year. The Council may determine from time to time the amount of initiation fee, if any, annual dues, and special assessments for designated purposes payable to the Society by members, subject to approval at the next annual business meeting. No special assessment shall be effective until a proposal for such special assessment has been submitted to the membership and approved by a majority of the votes cast, by written or electronic ballot, in a referendum of the membership held in accordance with this Article.
SECTION 2. Dues shall be payable in advance of the 1st day of December preceding the beginning of each fiscal year. Annual dues shall not be pro-rated and will include a 1-year subscription to the Journal of Neurotrauma.
SECTION 3. When any member of any class shall be in default in the payment of the annual dues he/she shall be notified in writing or via electronic communication. Prior to the following April 1st, if such dues are in default, his/her membership may be terminated.
SECTION 4. The Council shall set the date for any referendum at least thirty (30) days prior thereto. The Secretary-Treasurer shall send by United States mail or via email to each member of the Society at his/her mailing address or email address as shown on the records of the Society a true copy of the subject of the referendum, with spaces indicated thereon for a vote of “for” or “against” and a notation as to the date and time of the closing of the referendum together with an identifying return envelope or return email. The Secretary-Treasurer shall count and tally the votes cast and received prior to the closing of the referendum. Such counting of the votes shall take place within ten (10) days from the closing of the referendum or as soon thereafter as practicable. Any member of the Society may be present at the counting and tallying of the votes. The results of such referendum shall have no force and effect unless the votes of more than ten percent (10%) of the membership in good standing shall have been cast.
Nominations for offices that shall become vacant shall be made by the nominating committee. Nominations can also be received by petition via email. Each petition must be signed by 10% of voting Society members and must contain a written statement by the nominee of willingness to serve. In order that the names of persons so nominated may appear on the ballot, petitions must be received by the Secretary-Treasurer via email 60 days before the Annual Meeting. The final list of nominees arranged as a ballot shall be mailed or emailed to the members. The candidate for each office receiving the highest number of votes will be elected.
The election of members of the Council shall follow the same schedule as for the election of Officers. The slate of the nominating committee shall contain names for each of the vacancies for both full and expired terms. Additional nominations for Council may be made by email petition. Each petition must be signed by 10% of voting Society members and must contain an email statement by the nominee of willingness to serve.
All officers and councilors shall take office at the end of the Annual business meeting of the Society.
INDEMNITY AND INSURANCE
SECTION 1. Each person who at any time shall serve, or shall have served, as a councilor, officer or employee of the Society, or any person who is or was serving at the request of the Society as a director, officer, trustee, employee or similar functionary of another Society, corporation, or other enterprise shall be entitled to indemnification as and to the fullest extent permitted by Article 1396-2. 22A of the Texas Non-Profit Corporation Act or any successor statutory provision, as from time to time amended. The foregoing right to indemnification shall not be deemed exclusive of any rights to which the Indemnitee may be entitled as a matter of law or under any agreement, vote of members or directors, or other arrangement.
SECTION 2. The Society is authorized to purchase insurance against the liabilities and expenses described herein or Section 9 of Article V above.
The Society is empowered to publish or to enter into agreements with others to publish such journals and other publications (Abstracts, reviews, newsletters, etc.) as may be authorized by two-thirds majority vote of the Council. Changes in the agreements which implement the publishing of a duly established journal or other organ may be authorized by a majority vote of the Council.
The Journal of Neurotrauma is the official journal of the Society which is owned by Mary Ann Liebert, Inc. The Society will have first right of refusal from the publisher for the name of the Journal should the publisher sell or dissolve the Journal as stated in the contract between the Society and Mary Ann Liebert, Inc.
SECTION 1. The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, council and committees having any of the authority of the Council and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by any member or his or her agent or attorney for any proper purpose at any reasonable time.
SECTION 2. The fiscal year of the Society shall be on the basis of a calendar year.
SECTION 3. Whenever any notice is required to be given under the provisions of the Texas Non Profit Corporation Act or under the provisions of the Articles of Incorporation or the By Laws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
SECTION 4. The By Laws of this Society may be amended, repealed, or added to, or new By Laws may be adopted, by the vote or written assent or electronic vote of a majority of the members entitled to vote who are present at a meeting called for the purpose according to the Article or Bylaws.
SECTION 5. Subject to the limitations of the Articles of Incorporation, these By Laws and the Texas Non Profit Corporation Act concerning corporate action that must be authorized or approved by the members of the Society, upon proper delegation, the By Laws of this Society may be amended, repealed or added to, or new By Laws may be adopted, by a resolution of the Council.
SECTION 6. The Society is empowered to affiliate with other organizations to any extent not prohibited by the Texas Non Profit Corporation Act. Proposals for Society affiliations may be initiated by individual members of the Council or by petition to the Council signed by 10% of members of the Society and to become effective must be approved by a two-thirds majority of the Council and a majority of the membership either by in person or electronic balloting.
Amendments adopted on August 31, 2015 by the NNS Membership by majority votes and accepted by NNS Council.
The name of the Society shall be the National Neurotrauma Society.
ARTICLE II - PURPOSE
The purpose of the Society shall be:
ARTICLE III - MEMBERSHIP
Membership in the Society shall be open to persons who share the stated purpose of the Society. Those having educational, research, or clinical experience in the field of neurotrauma are eligible for membership in accordance with the current By Laws of the Society.
ARTICLE IV - OFFICERS
The officers of the Society shall be a President, a President-elect, a Vice President, a Vice President-elect, a Secretary-Treasurer and a Secretary-Treasurer-elect. The officers-elect shall serve one year as such followed by one year in their respective office. All officers shall be elected as set forth in the By Laws of the Society.
ARTICLE V - COUNCIL
There shall be a Council responsible for the fulfillment of the scientific and business obligations of the Society.
The current officers, the immediate past President, the editor(s) of the official Society Journal of Neurotrauma and eight additional councilors shall constitute this Council. Councilors shall be nominated by the nominating committee and approved by the membership of the Society for two or three year terms with equal numbers of each (i.e. five two-year members and five three-year members).
ARTICLE VI - AFFILIATIONS
The Society is empowered to affiliate with other organizations.
Proposals for affiliation may be initiated by individual members of the Council or by a petition to the Council signed by 10% of members of the Society and to become effective must be approved by a two-thirds majority of the Council and a majority of those members of the Society voting.
ARTICLE VII – BYLAWS
The provisions of the Constitution of the Society shall be carried out in accordance with the Bylaws of the Society.
ARTICLE VIII - AMENDMENTS
Amendments may be initiated by individual members of the council or by a Petition to the Council signed by 10% of the members of the Society. Amendments must be approved by a two-thirds majority of the Council, must then be discussed at a subsequent business meeting of the Society, and must be finally ratified in a mail or electronic ballot by a majority of those members of the Society voting.
ARTICLE IX - DISSOLUTION
Dissolution of the Society for any cause shall be initiated by the individual members of the Council or by a petition to the council signed by 10% of members of the Society. Such motion or petition must be approved by a two-thirds majority of the Council, must then be discussed at a subsequent business meeting of the Society and must be finally ratified in a mail or electronic ballot by two-thirds of the members of the Society voting.
Dissolution must be in accordance with applicable regulations of the 1965 Internal Revenue Code, Section 506, or any amendments or additions thereto, as well as the Texas Non-Profit Corporation Act.
All funds and other assets of the Society, including any rights to funds, present or future, contingent or actual, shall be irrevocably assigned and transferred to any successor organization which has among its principal purposes the encouragement, development and dissemination of knowledge in the biological or physical sciences and has qualified as an exempt organization under Section 510 of the 1954 Internal Revenue Code, or any amendments or additions thereto. Such activities need not be the only purpose of the successor organization.
The selection of the successor organization must be approved by a two-thirds vote of the Council and named in the Council’s minutes and its Articles of Dissolution, but need not be named in the motion or petition for dissolution.