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Bylaws

Bylaws of the

American Society for Experimental NeuroTherapeutics

Article I
Officers

 

President - The person who held the office of President-Elect the preceding term shall fill the office of the President.  The President may enter into and execute in the name of the Organization such contracts, agreements, documents and other instruments within the regular course of business of the Organization, which are authorized, either generally or specifically, by the Board of directors.  The President shall have the general powers and duties of management.  The President may from time to time delegate to any other officer of the organization any or all of the foregoing powers and duties.  If the office of President should become vacant for any reason, the President-Elect shall immediately fill this vacancy.

President-Elect - In the absence of the President, it shall be the duty of the President-Elect to perform the duties and responsibilities of the President.  If the office of President-Elect should become vacant for any reason, a special election of the Regular Members of the organization shall be held to fill this vacancy.  The President-Elect shall have such duties and possess such authority as may be delegated by the President.

Immediate Past President - Upon completion of term as President, this person shall hold the office of immediate Past President.  In absence of the President and President-Elect, it shall be the duty of the Past President to perform the duties and responsibilities of the President.  The Past President shall have such duties and possess such authority as may be delegated by the President.

Secretary - The Secretary shall cause notices of all meetings to be served as prescribed in these Bylaws and shall keep or cause to be kept the minutes of all meetings of the Organization.  The Secretary shall perform such duties and possess such powers as are incident to the office or as the Board of Directors may from time to time direct.  If the office of the Secretary becomes vacant for any reason, the Board of Directors shall choose a successor who shall hold office for the unexpired term.

Treasurer - The Treasurer shall have or oversee the custody of the funds and securities of the Organization and shall, under the direction of the Board of Directors, disburse, deposit or invest or cause to be disbursed, deposited or invested, such funds and securities of the Organization.  The Treasurer shall keep or cause to be kept the regular books of accounting for the Organization.  The Treasurer shall perform such duties and possess such powers as are incident to the office or as the Board of Directors may from time to time direct.  If the office of the Treasurer becomes vacant for any reason, the Board of Directors shall choose a successor who shall hold office for the unexpired term.

The President, President-Elect and Immediate Past President shall hold office for a term of two years commencing at the close of the Annual Business Meeting of the Membership and shall not be eligible for re-election to that office.

The Secretary and Treasurer shall hold office for a term of two years commencing at the close of the Annual Business Meeting of the Membership and shall be eligible for re-election to that office for one additional two-year term.

 

Article II
Board of Directors

 

There shall be twelve directors who, in addition to the five officers herein above mentioned, shall constitute the Board of Directors.  There shall be balanced representation among academia, government and industry and voluntary health organizations  on the Board of Directors.  The Board of Directors shall manage the property and affairs of the Organization subject to these Bylaws.

Directors shall serve for a term of three years.  Directors shall assume office at the close of the Annual Business Meeting of the Membership.  Initially, four directors shall be nominated for one-year terms, four directors shall be nominated for two-year terms and four directors shall be nominated for three-year terms.  Subsequently, all directors shall be elected for three years.  No more than two seats represented by academia, no more than two seats represented by government no more than two seats represented by industry and no more than two seats represented by voluntary health organizations shall be vacated during the same election cycle.  Vacancies on the Board of Directors shall be appointed by the remaining directors of the Board and each person so elected shall be a director for the unexpired term.  After completing a term as a director of the Organization, re-election to the position of director is possible.

There shall be a maximum of six directors who, in addition to the twelve directors and five officers herein above mentioned, shall serve as ex-officio directors. These positions are the Editor-In-Chief, the Program Committee Chairperson, the Development Committee Chairperson, the Membership Committee Chairperson and two additional committee chairpersons who will serve as ex-officio directors for the duration of their appointment to these positions. These positions shall be non-voting appointments and do not possess the authority to manage the property and affairs of the Organization. These directors shall assume office at the close of the Annual Business Meeting of the Membership. 

The President, from time to time, shall be allowed to add up to two ex-officio board members to serve at the President’s discretion.

 

Article III
Elections

 

A slate of officer and director candidates for election shall be prepared by the Nominations Committee and approved by the Board of Directors at least 6 months prior to the first of the year. All nominees must be members in good standing.  The election shall be conducted by mail or facsimile ballot.  Elections shall be by plurality vote of all those responding by or by proxy, which may be in writing, e-mail or other electronic communication.  The election procedure will commence at least four months prior to the first of the year.  Nominations for the current year election will be opened to the membership at the annual meeting.  Additional nominations from the membership will be accepted by the Nominations Committee up to eight months prior to the first of the year.  These nominations shall consist of a written endorsement supported by at least six Regular Members of the organization to be placed on the election ballot.

Any vacancy occurring among the Secretary, Treasurer or any of the Directors, however caused, shall be filled by the appointment and affirmative vote of the majority of the Board of Directors.

 

Article IV
Business Meetings

 

Business Meetings of the Regular Members of the organization shall be held at least yearly.  Notification of the Annual Business Meetings of the Regular Members of the Organization shall be held upon not less than thirty (30) days notice given by mail, facsimile or other electronic communications.

The President or the Board of Directors may call special meetings of the Regular Members of the Organization for any purpose at any time.  Notification of special meetings of the Regular Members of the organization shall be held upon not less than two (2) days notice given personally, by telephone or other electronic communications

The Board of Directors shall meet at least annually at the call of the President upon notification of all Board of Directors members.

Article V
Transaction of Business

 

Twenty-five percent of the regular voting members of the Organization represented at any regular or special meeting, in person or by proxy, shall constitute a quorum for the transaction of business.

A quorum for the Board of Directors shall consist of nine, of whom at least one shall be an officer. A majority vote shall prevail for the transaction of business.

A majority of each committee shall constitute a quorum for the transaction of business.

Article VI
Membership

 

Regular Members will include any individuals interested in the field of neurologic therapeutics who have paid their dues in full.  Regular members will be entitled to all the privileges of membership, including the right to vote and hold office.

Advocacy Members will include any individuals who are employed full-time by a patient advocacy organization who demonstrate an interest in the field of neurotherapeutics who have paid their dues in full. Advocacy Members share the same benefits of membership as Regular Members, including the right to vote and hold office.

Government Members will include any individuals who are employed full-time by a US government agency or office who demonstrate an interest in the field of neurotherapeutics who have paid their dues in full.  Government Members share the same benefits and privileges as Regular Members, including the right to vote and hold office.

International Members will include will include any individuals interested in the field of neurologic therapeutics who have paid their dues in full and are based outside the United States and Canada. International Members will be entitled to all the privileges of membership, excluding a printed copy of the Society’s journal and including the right to vote and hold office.

Trainee Members must be enrolled in a full time training program.  Trainee members shall have all the privileges of membership, except the right to vote or hold office, and shall be assessed annual dues at a reduced rate.

The Board of Directors will define standards, criteria and privileges of membership.  All applications shall be reviewed and approved by the Membership Committee.  A majority vote of the members of the Membership Committee voting shall be required for acceptance to membership.

 

Article VII
Dues

 

The annual membership dues of the Organization shall be fixed by the Board of Directors and shall be payable in advance.  If dues are not paid within sixty days of the due date, the individual shall cease to be an active member of the Organization and shall not be entitled to the privileges of membership.

 

Article VIII
Standing Committees

 

Standing committees will be established to carry out continuing programs of the Organization.  The Board of Directors shall approve appointments.  The terms of the chairperson and the members of the committee shall be determined by the Board of Directors.  The Board of Directors shall determine the size of the committee.

No act of any standing committee shall bind the Organization, the Board of Directors or the membership, and shall be subject to approval by the Board of Directors.

 

Article IX
Ad Hoc Committees

Ad hoc committees will be established to study and/or act upon specific objectives or problems of the organization.  The Board of Directors shall charge each committee with its purpose, authority, limitations and budget.

The President shall appoint the chairperson and the committee members for each ad hoc committee of the organization.  The Board of Directors shall approve appointments.  The terms of the chairperson and the members of the committee shall be determined by the President.  The chairperson shall be empowered to appoint members of the committee.  The President shall determine the size of the committee.

No act of any ad hoc committees shall bind the Organization, the Board of Directors or the membership, and shall be subject to approval by the Board of Directors.

 

Article X
Nominating Committee

The immediate Past President shall serve as Chair of the Nominating Committee.  The Past President, with the approval of the Board of Directors, shall select and appoint a Nominating Committee of five persons not including the Chair.  The Nominating Committee shall be composed of one member from the Board of Directors and four (4) active members-at-large of the Organization.  The Committee shall be comprised of individuals giving broad representation to the employment fields of the membership (academia, government, industry and voluntary health organizations).  Members of the Nominating Committee are not eligible to stand for election during their terms on the Committee.

Article XI
Amendment to Bylaws

Amendments to the Bylaws may be proposed by any voting member of the Organization, must be made in writing, must be signed by six other voting members of the Organization, and must be submitted to the Board of Directors to be reviewed and voted upon.  If the proposed amendment is approved by a majority of the Board, it will be circulated to all voting members of the Organization for a mail ballot.  Affirmation by at least two-thirds of the votes received from the membership by proxy, that may be in writing, e-mail or other electronic communication, shall be required for the amendment to be adopted.

Article XII
Indemnification

To the full extent permitted by any applicable law, any person who is or was a director, officer, employee or agent of the Organization shall be indemnified by the Organization against any and all liability and reasonable expenses incurred by the person.  In the event that such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, wherever brought, whether civil, criminal, administrative or investigative, other than a citation by or in the right of the Organization, such person shall be entitled to reimbursement by the Organization for the reasonable expenses in advance of the final deposition of a proceeding in accordance with, and to the full extent permitted by any applicable law.  The rights of indemnification provided in this section shall not limit, but shall be in addition to, any other rights to which such director, officer, employee or agent may otherwise be entitled by contract, law or statute.  The foregoing rights shall be available whether or not such person continues to be director, officer, employee or agent at the time of incurring or becoming subject to such liability and expenses.  The Organization and its directors and officers shall be fully protected in making any determination under this section, in reliance upon the advice of counsel.

The Organization shall have the power to purchase and maintain insurance on any person who is or was a director, officer, employee or agent of the Organization, against any liability asserted against him and incurred by him in any such capacity or arising out of the status as such, whether or not the Organization would have the power to indemnify him against such liability under the provisions of this section.

 

Article XIII
Adoption of Bylaws

These Bylaws have been adopted by the members of the Organization on March 19, 1999 and shall be effective as of said date.

 

Amended 5/9/99
Amended 3/23/00
Amended 6/23/03
Amended 12/1/06
Amended 11/2/09


American Society for Experimental Neurotherapeutics
230 Kings Highway East, Ste 245
Haddonfield, NJ 08033
p: 860.586.7544
e: info@asent.org

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