The International Society of NeuroImmunology By-Laws amended and accepted by the International Advisory Board of the Society in Boston 2012.
ARTICLE I - OFFICES
The name of this organization shall be the International Society of Neuroimmunology (ISNI) (the "Society"). The Society is a NOT FOR PROFIT CORPORATION and its existence shall be perpetual.
ARTICLE II - OBJECTIVES
The objectives of the Society shall be
- to develop, support, co-ordinate and promote scientific research in all fields concerning neuroimmunology
- to promote international collaboration and interchange of scientific information on neuroimmunological research throughout the world, and
- to provide for and to assist in education and the dissemination of information relating to neuroimmunological research by all available means.
- the Society shall act as a world federation of neuroimmunologists and shall represent the interests of its individual members and its Member Organizations in matters related to international communication and co-operation in neuroimmunology.
ARTICLE III - MEMBERSHIP
The Society is composed of the following categories of members:
- Corporate Members
- Individual Members
- Supporting Members
- Honorary Members
1. Corporate Members
A Corporate Member shall be a Society or Committee devoted to neuroimmunology or cognate discipline, a National or Regional Chapter of the Society, or similar scientific society. Application for Corporate Membership shall be sent to the Secretary/Treasurer and shall be accompanied by a statement of the nature of the scientific society.
Membership will be accepted by majority vote of the Board. Each Corporate Member shall pay an annual subscription to the Society, the amount of which shall be in relation to the number of individual members of the society and in accordance with the fee categories decided by the Board. All individual members of a Corporate Member Organization are entitled to individual membership of the Society.
Corporate Members of the Society will have representatives on the Board of the Society with voting rights.
Corporate Members shall promote among their members knowledge and active interest in the objectives and work of the Society, and shall inform the Secretary/Treasurer of the Society of events and developments in their geographical regions that are of importance to the Society.
2. Individual Members
In addition to all members of Corporate Member Organizations, any individual anywhere in the world who has contributed notably to neuroimmunological research and who supports the goals of the Society may apply for membership. Individual members shall pay an annual subscription to the Society, the amount of which shall be decided by the Board. Individual members are entitled to vote to elect the Board members that are not representative of Corporate Members.
3. Supporting Members
Supporting Members shall be commercial companies, foundations or other bodies who wish to contribute financially to the objectives of the Society. Membership will be obtained by invitation from the President or the Secretary/Treasurer and upon recommendation of the Board. A Supporting Member shall be responsible for payment of an annual subscription to the Society, the amount of which will be recommended by the Executive Committee to the Supporting Member.
4. Honorary Members
Individuals who have made outstanding contributions to neuroimmunology and to the objectives and work of the Society, on recommendation of the Board, may be elected Honorary Members of the Society. Honorary Members shall have the rights and privileges of regular members.
Members of the Society may submit their resignation by letter to the Secretariat at any time. Resignation shall become effective three months after receipt of this letter. Corporate, and Supporting Members may withdraw or be required by the Board to withdraw at any time for proper cause.
ARTICLE IV - MEMBERSHIP MEETINGS
The bi-annual herein to be called termly membership meeting of the Society shall be held on a day during the termly meeting of the Society. The Secretary shall cause to be mailed every member in good standing at his address or by email stating the time and place of the termly meeting.
The presence of any membership meeting of not less than 10 members shall constitute a quorum and shall be necessary to conduct the business of the Society; however, a lesser number may adjourn the meeting for a period of not more than 4 weeks from the date scheduled by the by-laws and the Secretary shall cause a notice of the reschedule date of the meeting to be sent to those General Members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
A membership roll showing the list of members as of the record date, certified by the secretary of the Society, shall be produced at any meeting of General Members upon the request therefore of any member who has given written notice to the Society that such request will be made at lest ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
1. Special Meetings
Special meetings of the Society may be called by the Officers. The Secretary shall cause a notice of such meeting to be mailed to all General Members at their addresses as they appear in the membership roll book at least ten days but not more than fifty days before the scheduled date of such meeting. Such notices shall state the date, time, place and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
2. Fixing Record Date
For the purpose of determining the General Members entitled to notice of or to vote at any meeting of General Members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purposes of determining the General Members entitled to receive any distribution or any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of General Members. Such date shall not be more than fifty nor less than ten days before any such meeting, nor more than fifty days prior to any other action
3. Action By Members With A Meeting
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting or by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.
Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.
5. Order of Business
The order of business at all meetings of members shall be as follows:
Minutes of the preceding meeting
Reports of Officers
Any other business
ARTICLE V - BOARD
1. Management of the Society
The Society shall be managed by the Board, which shall consist of not less than three Officers, Honorary Members as shall be determined, one representative for each Corporate Member and at least eight Members of an International Advisory Board (IAB). Collectively these will be the Board Members. Each member shall be at least nineteen years of age.
2. Election and Term of Board Members
Corporate Members indicate their representatives in the Board of the Society. The Society encourages the principle of rotation, thus Corporate Members will be invited to replace their representatives in the same terms as Members of the International Advisory Board. Board Member shall serve for four years and hold office until the expiration of the term for which he/she was elected, and for one further term if allowed by the by-laws, and until his successor has been elected and shall have qualified, or until his prior resignation or removal. Elections will be held by email or by appropriate digital means.
3. Increase or Decrease in Number of Board Members
The number of Board Members may be increased or decreased by a vote of the members or by a vote of a majority of all of the officers. No decrease in number of Board Members shall shorten the term of any incumbent Board Member.
4. Newly-Created Board Members and Vacancies
Newly created Board Members resulting from an increase in the number of Board Members or vacancies occurring in the Board for any reason except the removal of Board Members without cause, may be filled by a vote of a majority of the Board Members then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of Board Members without cause shall be filled by vote of the members. A Board Member elected to fill a vacancy caused by resignation, death or removal, shall be elected to hold office for the unexpired term of his predecessor.
5. Removal of Board Members
Any or all of the Board Members may be removed for cause by vote of the members or by action of the Board. Board Members may be removed without cause only by vote of the members.
A Board Member may resign at any time by giving written notice to the Board, the President or the Secretary of the Society. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Board Member, and the acceptance of the resignation shall not be necessary to make it effective.
7. Quorum of Board Members
Unless otherwise provided in the certificate of incorporation, a majority of the entire Board present shall constitute a quorum for the transaction of business or of any specified item of business.
8. Action of the Board
Unless otherwise required by law, the vote of a majority of the Board Members present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. In case of vote by email, the Secretary will wait one week before closing the ballot. Each Board Member shall have one vote.
9. Place and Time of Board Meetings
The Board may hold its meetings at the office of the Society or at such other places, either within or without the state as it may from time to time determine. The Board can have virtual meetings, through tele- or video-conferences, or even be consulted and vote by email.
10. Regular Termly Meeting
A regular termly meeting of the Board shall be held immediately following the termly meeting of general members at the place of such termly meeting of members. An annual meeting of the Board may be held at a place convenient to the Officers and as many Board Members as can attend.
11. Notice of Meetings of the Board, Adjournment
Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Board Members and may be called by the President upon three days notice to each Board Member either personally or by mail or by wires; special meetings shall be called by the President or by the Secretary in a like manner on written request of two Officers. Notice of a meeting need not be given to any Board Member who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
A majority of the Board Members present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all Board Members who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Board Members.
At all meetings of the Board the President, or in his absence, a chairman chosen by the Board shall preside.
13. Executive and other Committees
The Board by resolution adopted by a majority of the entire Board, may designate, from among its members an executive committee and other committees, each consisting of three or more Board Members. Each such committee shall serve at the pleasure of the Board.
ARTICLE VI - OFFICERS
1. Officers, Election, Term
Unless otherwise provided for in the certificate of incorporation, the Members may elect or appoint a President, one Vice-President, a Secretary, a Treasurer, and such other Officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All Officers shall be elected or appointed to hold office until immediately following the termly meeting of members. Each officer shall hold office for the term for which he is elected, renewable for one further term as allowed by the by-laws, or appointed and until his successor has been elected or appointed and qualified.
2. Removal, Resignation
Any Officer elected or appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an Officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of President and Secretary.
The President shall be the chief executive officer of the Society: he/she shall preside at all meetings of the Members and of the Board: he/she shall have the general management of the affairs of the Society and shall see that all orders and resolutions of the Board are carried into effect. The President shall serve for two years and hold office for one term from the final day of the termly meeting until the final day of the next termly meeting.
During the absence or disability of the President, the Vice-President, or if there are more than one, the executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the board shall prescribe. The Vice-President will be the President-Elect.
The Treasurer shall have the care and custody of all the funds and securities of the Society, and shall deposit said funds in the name of the Society in such bank or trust company as the officers may elect; he shall, when duly authorized by the board of officers , sign and execute all contrast in the name of the Society, when countersigned by the President; he shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the board of officers and shall be countersigned by the President; he shall at all reasonable times exhibit his books and accounts to any Officer or member of the Society upon application at the office of the Society during ordinary business hours. At the end of each corporate year, he shall have an audit of the accounts of the Society made by a committee appointed by the President, and shall present such audit in writing at the termly meeting of the members, at which time he shall also present a termly report setting forth in full the financial conditions of the Society. The Treasurer shall normally serve for four years and hold office for two terms.
6. Assistant Treasurer
During the absence or disability of the Treasurer, the assistant Treasurer, or if there are more than one, the one so designated by the Secretary or by the board, shall have the powers and functions of the Treasurer.
The Secretary shall keep the minutes of the Board and also the minutes of the members. He shall have the custody of the seal of the Society and shall affix and attest the same to documents when duly authorized by the Board. He shall attend to the giving and serving of all notices of the Society, and shall have charge of such books and papers as the Board may direct; he shall attend to such correspondence as maybe assigned to him, and perform all the duties incidental to his office. He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Society, showing their places of residence and the time when they became members. The Secretary shall normally serve for four years holding office for two terms.
8. Assistant Secretary
During the absence or disability of the Secretary, the assistant-Secretary, or if there are more than one, the one so designated by the Secretary or by the board, shall have all the powers and functions of the Secretary.
9. Honorary Officers – Past Presidents
Each Past President of the Society will if he/she chooses be an Honorary Officer and Member of the Board for one term, and for further terms subject to re-election. Past Presidents will however remain Honorary Members of the Society.
10. Members of International Advisory Board
IAB Members shall advise the Officers and promote the purposes of the Society within their own areas of expertise. IAB Members will be elected by the General Members for one term of four years, and will be eligible for re-election for one further term.
11. Honorary Fellows or Board Members
Others may be proposed for election as Honorary Fellows or Honorary Board Members subject to agreement of the majority of the existing Board Members. The number of such Honorary members shall not exceed five at any time.
12. Sureties and Bonds
In case the board shall so require, any officer or agent of the Society shall execute to the Society a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the Society and including responsibility for negligence and for the accounting for all property, funds or securities of the Society which may come into his hands.
ARTICLE VII - SEAL
The seal of the Society shall be as follows:
ARTICLE VIII - CONSTRUCTION
If there are to be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
ARTICLE IX - AMENDMENTS
The by-laws may be adopted, amended or repealed by the General Members at the time they are entitled to vote in the election of officers. By-laws may also be adopted, amended or repealed by the Board Members but any by law adopted, amended or repealed by the Board may be amended by the General Members entitled to vote thereon as hereinbefore provided.
If any by-law regulation an impending election of Board Members is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of General Members for the election of Board Members the by-law so adopted, amended or repealed, together with a concise statement of the changes made.