Bylaws of the International Federation of Clinical Neurophysiology Inc.
As of 6.15.2020
Article I
IDENTIFICATION
1.1 Name . The name of the Corporation is the “International Federation of Clinical Neurophysiology Inc.” (hereafter referred to as the “Corporation”). The Corporation is a nonstock corporation organized under the Wisconsin Nonstock Corporation Law, Chapter 181 of the Wisconsin Statutes (the “WNCL”).
1.2 Principal and Business Offices . The Corporation may have such principal and other business offices within or without the State of Wisconsin as the Executive Committee (which, as more fully described in Section 6.1, below, shall be considered and function as the board of directors of the Corporation for all purposes under the WNCL and these Bylaws) may designate from time to time.
1.3 Registered Agent. The Corporation shall maintain a registered agent as required by the WNCL whose address may be, but need not be, identical with the principal office of the Corporation. The name and address of the registered agent may be changed from time to time by the Executive Committee.
1.4 Records. The Executive Committee shall keep the books and records of the Corporation in such place or places as it may from time to time determine in accordance with Section 181.1601 of the WNCL.
Article II
PURPOSE AND POWERS
2.1 Purposes and Objectives. The Corporation is organized, and shall at all times operate, exclusively for educational, scientific, and charitable purposes within the meaning of Section 501(c)(3) of the Code (as defined herein), including, without limitation, encouraging and advancing scientific research, education, and understanding in the field of clinical neurophysiology throughout the world (which for this purpose shall include the diagnosis and treatment of diseases caused by disorders of the brain, spinal cord, peripheral nerve and muscle, interpreted in relation to the clinical presentation of patients), and, in connection therewith, to:
(a) provide a forum for the exchange of ideas and information in the field of clinical neurophysiology;
(b) to foster, encourage, facilitate and advance:
(i) scientific research, investigation, education, understanding and best practices among scientists and clinical, allied health and other medical professionals, as well as the general public, in the field of clinical neurophysiology; and
(ii) collaboration, communication, and effective sharing of knowledge, research, information and best practices between and among those committed to and otherwise involved in or contributing to the field of clinical neurophysiology throughout the world, including without limitation, regional, national and international nonprofit organizations, governmental instrumentalities, educational and research institutions and others; and
(c) to do any other act or thing incidental to or connected with the foregoing purposes and/or in furtherance or advancement thereof; but not for pecuniary profit or financial gain except as permitted under the WNCL.
2.2 Powers. The Corporation shall have and be permitted to exercise all powers, rights and privileges as are authorized by the WNCL and which are not inconsistent with IRC Section 501(c)(3) status.
2.3 Funds. The Corporation may seek gifts, contributions, donations, and bequests for the purposes of the Corporation, and all funds received by the Corporation shall be dedicated to and invested solely for such purposes. The Executive Committee may establish guidelines for the acceptance or refusal of gifts, contributions, donations, or bequests and the disbursement of funds by the Corporation in such manner as may be consistent with the purposes of the Corporation. Donors may contribute to the Corporation by making checks payable to the Corporation, endorsing securities to the order of the Corporation, naming the Corporation in deeds or other instruments of title, or by otherwise naming or identifying the Corporation in an instrument of transfer or conveyance at the time of contribution.
2.4 Nondiscrimination. In the pursuit of its purposes and the exercise of its powers, the Corporation shall make its services and activities available to the community that it serves regardless of age, disability/disfigurement, race, color, creed, sexual orientation, or national origin.
2.5 Restrictions on Corporate Powers. Notwithstanding anything herein contained to the contrary, the Corporation shall not have the power, and no action shall be required or permitted to be taken under these Bylaws or otherwise by the officers or directors of the Corporation (for purposes of these Bylaws, the terms “director” and “directors” shall refer to the members of the Executive Committee as more fully described in Section 6.2, below, such term having the meaning set forth in Section 181.0103(9) of the WNCL, term “Director” being used in these Bylaws alternatively with the terms “member of the Executive Committee” and “Executive Committee Member”), (a) which would not be permitted to be taken by an organization described in sections 501(c)(3) and 509(a)(l) of the Code, (b) which would cause the Corporation to fail to qualify (or to continue to qualify) as an organization exempt under Section 501(c)(3) of the Code as an organization for which contributions are deductible under Sections 170, 2055, and 2522 of the Code, or (c) which would result in the imposition of federal tax under sections 4941 through 4945, inclusive, of the Code.
2.6 Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of any private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes set forth in Article XVIII of these Bylaws.
2.7 Propaganda. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except as otherwise provided in subsection 501(h) of the Code, and the Corporation shall not participate or intervene in, including the publication or distribution of statements, any political campaign on behalf of or in opposition to any candidate for public office.
Article III
FORCE AND EFFECT
These Bylaws are subject to the provisions of the WNCL and any amendments, replacements or supplements thereto and the Articles of Incorporation as they may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision of the WCNL or the Articles of Incorporation, the provisions of the WNCL shall control over these Bylaws and the Articles of Incorporation shall control over these Bylaws to the extent of any inconsistency.
Article IV
MEMBERS
4.1 Membership. Membership in the Corporation shall be a privilege, not a right, and membership in any class shall be dependent upon the applicant for any class of membership demonstrating compliance with requirements for such class of membership as defined in the Bylaws and otherwise by the Executive Committee of the Corporation. The Executive Committee may establish policies and procedures from time to time pertaining to membership, including, without limitation, the form and substance of membership applications.
4.2 Classes of Membership/Eligibility. The Corporation shall have one (1) class of membership, comprised of not-for-profit member societies, associations and other organizations and sections or units thereof (collectively, “Societies”) involved anywhere in the world and committed to education and research in the field of clinical neurophysiology or a branch thereof. Societies that are members of the Corporation are sometimes referred to herein as “Member Societies” or “members.” In considering Societies for membership in this class, preference and priority shall be given to those Societies that:
Member Societies shall have full member rights as determined by the Executive Committee from time to time. Member Societies shall each be entitled to cast such number of votes as determined pursuant to Section 4.11, below, on any matter brought to the members of the Corporation for a vote. Further, the directors, officers and members in good standing (or their equivalent) of any Society Member other than the International Clinical Neurophysiology Society ( the ‘ICNS”) shall be eligible to serve as At-Large Directors and as officers of the Corporation. The President or delegate representative confirmed by the Board of Directors of the Member Society shall be considered its authorized representative to act on behalf of and represent such Member Society with respect to voting and other actions required to be taken by such Member Society under these Bylaws, and each Member Society shall communicate the identity of such designated representative and his or her title to the Corporation and any changes thereof.
4.3 International Clinical Neurophysiology Society. Individuals employed or involved in, or engaged in a program of study for, a medical or related professional, educational, scientific or allied vocation in the field of clinical neurophysiology anywhere in the world, but who are not eligible for, or do not otherwise have access to, membership in a Society Member on the basis that there is no such Society Member located in or otherwise serving the country in which such individual resides or is otherwise engaged in his or her profession, vocation or studies, are eligible for membership in the ICNS, to the extent provided in the Statutes and Bylaws of the ICNS. The ICNS shall be considered a Society Member for purposes of these Bylaws. Members of the ICNS shall be ineligible to serve as officers or At-Large Directors of the Corporation.
4.4 Application for Membership/Approval Process. An application for membership shall be made by the applicant’s submitting a written membership application to the Secretary of the Corporation in accordance with such procedures and on such forms as the Executive Committee may approve from time to time. Any determination on membership of any class shall be subject to approval by a vote of the Member Societies of the Corporation in their sole discretion in the manner provided in Section 4.10, below, and any such membership determination shall be final.
4.5 Dues. The Corporation may set and impose dues, fees, charges, and other assessments for membership in such amounts as shall be determined by the Executive Committee from time to time; provided, however, that anything herein to the contrary notwithstanding, Member Societies shall pay annual dues to the Corporation in amounts determined based on, and which are proportionate to, their respective numbers of members. The Executive Committee may establish policies and procedures from time to time pertaining to the determination of, and the procedures for assessment, administration and enforcement of dues, fees, charges and other assessments imposed on Member Societies. Any Member Society that has not timely paid its dues for four (4) consecutive years shall be deemed delinquent and such member may be recommended to the membership for consideration of removal as a member of the Corporation. The payment of dues as a condition of membership may be waived or postponed in any situation at the discretion of the Executive Committee.
4.6 Resignation/Transferability. A Member Society may resign as a member of the Corporation by delivery of a written notice of same to the Corporation’s Secretary. Such notice shall be signed by two (2) principal officers of such Member Society, one of whom will be the President or the equivalent of such office. Any and all then outstanding dues, fees, charges, or other assessments owing by the resigning Member Society shall be paid at the same time as such notice of resignation is delivered. Upon receipt of such resignation notice by the Corporation, all of such Member Society’s rights, privileges, and obligations of membership shall cease. A Member Society shall not be eligible for reinstatement or re-application for membership if any dues, fees, charges or assessments owing by such member are then unpaid. Membership in the Corporation is not transferable under any circumstances.
4.7 Termination of Membership. Membership in the Corporation may also be terminated if a Member Society for any reason fails or ceases to satisfy applicable membership requirements. The Executive Committee may, by unanimous vote and after a hearing for cause, recommend to the Corporation the expulsion of any Member Society. The recommendation for removal shall submitted to a vote of all other Member Societies and the affirmative two-thirds (2/3) vote of such Member Societies in good standing shall be required for expulsion of such Member Society from the Corporation. A Member Society in any class whose membership is suspended or terminated for any reason shall not be entitled to any of the rights or benefits of membership during the period of such suspension or termination.
4.8 Annual Meeting of Members. The Corporation shall undertake to hold an annual meeting of members of the Corporation once per calendar year on a date determined by the Executive Committee at the principal place of business of the Corporation or at such other time and place and by such means as shall be determined by the Executive Committee and specified in a notice of meeting, and to transact such business as shall come before such meeting. All Member Societies shall be entitled to attend any annual meeting of members.
4.9 Special Meetings. Special meetings of the members of the Corporation may be called by the Executive Committee or upon written request by one-third (1/3) vote of the Member Societies in good standing of the Corporation, such determination to be made in accordance with the procedure set forth in Section 4.11, below in determining whether a quorum exists.
4.10 Voting. Each Member Society in good standing other than the ICNS shall be entitled to cast such number of votes as is proportionate to the number of the individual members it has, as provided herein, on all matters upon which the members of the Corporation are entitled to vote, the number of votes such Member Society is entitled to cast to be determined as follows:
10-29 members: One (1) vote
30-99 members: Two (2) votes
100-399 members: Three (3) votes
400 or more members: Four (4) votes
The ICNS shall be entitled to cast one (1) vote on any matter upon which the members of the Corporation are entitled to vote. Any matter to be decided by a vote of the members of the Corporation shall, except as otherwise provided under the WNCL, the Corporation’s Articles of Incorporation, or as expressly provided herein, be decided by a majority of the votes cast by the members voting in person or by proxy in the manner described in this Article at a duly held meeting of members at which a quorum is present.
4.11 Quorum. The presence in person or by proxy of not less than ten percent (10%) of the aggregate number of Member Societies in good standing shall constitute a quorum for the transaction of business at any annual or special meeting of members of the Corporation. Any matter to be decided by a vote of the members of the Corporation shall, except as otherwise provided in the WNCL or as expressly provided herein, be decided by a majority of the votes cast by Member Societies in good standing, voting in person through their respective designated representatives or by proxy at a duly held meeting of members at which a quorum is present.
4.12 Notice of Meetings. Written notice stating the place (which may be within or without the state of Wisconsin), date, and hour of any meeting of members shall be signed by the President or Secretary of the Corporation and shall be delivered either personally or by electronic mail or other electronic means, or by first class mail, to the designated representative of each Member Society, not less than twenty (20) days nor more than sixty (60) days before the date of such meeting. In case of a special meeting or when otherwise required by the WNCL or by these Bylaws, such notice shall also include the purpose or purposes for which the meeting is called. No business other than that so specified in the notice shall be transacted at such meetings.
4.13 Action by Written Ballot without a Meeting. Any action that may be taken at a meeting of the members may be taken if the Corporation delivers a written ballot to the designated representative of each Member Society. Such written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot under this section shall be valid only when the number of votes cast by ballot exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot (such quorum to be determined and such ballot to be conducted and votes aggregated and counted in accordance with the provisions of this Article). A solicitation for votes by written ballot shall include all of the following:
(a) the number of responses required to meet the quorum requirements;
(b) the percentage of votes necessary to approve each matter other than the election of At-Large Directors or officers; and
(c) the time by which a ballot must be received by the Corporation in order to be counted.
A written ballot may not be revoked.
4.14 Action by Written Consent. Any action required or permitted to be taken at a meeting of the members of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, is signed by not less than fifty percent (50%) of the votes of the Member Societies with respect to the subject matter thereof (such consents aggregated and counted in accordance with the provisions of this Article); provided, however, that if a greater proportion of the votes of the Member Societies is required under applicable law for such action, such greater proportion of votes shall be required hereunder. The resolution and written consents of the members shall be filed with the minutes of the Corporation.
4.15 Proxies. At any meeting of members, a Member Society in good standing may vote by proxy executed in writing by its duly authorized attorney-in-fact who is present at such meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable in the discretion of the Member Society executing such proxy, except as otherwise provided by applicable law. Member Societies shall provide timely information to the Corporation regarding any revocation of proxies.
Article V
MEMBER COVENANTS
5.1 Confidential Information. Member Societies, Executive Committee members, officers, committee members, and staff of the Corporation shall abide by such confidentiality policies relating to confidential information of the Corporation as the Executive Committee may establish from time to time.
5.2 Conflicts of Interest/Disciplinary Process . The Executive Committee may establish from time to time such rules or policies with respect to the ethical conduct of its members, including without limitation, procedures and policies for dealing with conflicts of interest and the discipline of its members in the event of a breach of any such rules or policies.
Article VI
EXECUTIVE COMMITTEE
6.1 General Powers and Responsibilities. The Executive Committee shall be considered the board of directors of the Corporation for all purposes under the WNCL, these Bylaws and otherwise, and the Executive Committee shall have full responsibility for the management, direction, and control of the business, policies, and affairs of the Corporation, subject only to the limitations set forth in the Articles of Incorporation, these Bylaws, or by applicable law.
6.2 Composition of Executive Committee. The Executive Committee of the Corporation shall consist of not more than twelve (12) individuals, determined as set forth in this Section. The Executive Committee shall be comprised of the following individuals, all of whom shall be considered as directors of the Corporation for all purposes under the WNCL, these Bylaws and otherwise (alternately referred to herein as “Directors,” “Executive Committee Members,” or “members of the Executive Committee”):
At-Large Directors, officers and Editors-in Chief shall serve four (4) year terms. No person may hold more than one office or position on the Executive Committee concurrently. The term of the office of the Treasurer may be renewed once by election as more fully described in Article VIII, below, and the Editors-in-Chief may be reappointed to not more than two (2) successive renewal terms as more fully described in Section 7.6, below. The terms of At-Large Directors and all other officers shall be nonrenewable. Other than as described above, an individual may hold an office or other position on the Executive Committee not more than once, although an individual shall be eligible to serve in any other office or position on the Executive Committee that he or she has not previously held. Individuals may not serve on the Executive Committee more than twelve (12) years except that someone may be elected President after serving eight years and then would serve a total of sixteen (16) years. Each Executive Committee member shall be entitled to one vote with respect to any matter submitted to the Executive Committee for a vote by Executive Committee members.
6.3 Place of Meeting. The Executive Committee may hold its meetings at such place or places within or without the State of Wisconsin as it may from time to time determine.
6.4 Regular and Special Meetings.
(a) The Executive Committee shall hold such regularly scheduled meetings as it may determine for the transaction of such business as shall come before the Executive Committee. Such meeting(s) shall be held at such time and place as shall be designated in the notice of such meeting pursuant to Section 6.5, below.
(b) Special meetings of the Executive Committee may be scheduled and convened at any time at the request of the President or by written petition signed by any two (2) Executive Committee members and delivered to the President and Secretary. In the event the President fails, neglects, or refuses to distribute or to cause the Secretary to distribute, proper notice of such requested special meeting, the persons requesting the meeting may schedule or convene such meeting by proper notice to all Executive Committee members then in office.
6.5 Notice. The President or the Secretary of the Corporation shall give notice of each regular and special meeting by mailing or transmitting by electronic mail or other electronic means such notice to each Executive Committee member at least seven (7) days before such meeting. Such notice may be waived by any Executive Committee member. Neither the business to be transacted nor the purpose of any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting unless required by these Bylaws or applicable law. At any meeting attended by all of the Executive Committee members, any business may be transacted, notwithstanding the lack of due notice of such meeting.
6.6 Quorum. At any meeting of the Executive Committee, a majority of the Executive Committee members then in office shall constitute a quorum for the transaction of any business. If the number of Executive Committee members necessary to constitute a quorum shall fail to attend at the time and place fixed for a regular or special meeting of the Executive Committee, the Executive Committee members in attendance may adjourn from time to time without notice or other announcement at the meeting unless the requisite number of Executive Committee members to constitute a quorum shall attend. The Executive Committee members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during the meeting of that number of Executive Committee members whose absence would cause less than a quorum.
6.7 Voting. The act of a majority of the Executive Committee members present at a meeting at which a quorum is present shall be the act of the Executive Committee, except where otherwise provided by these Bylaws or by applicable law.
6.8 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if not less than two-thirds (2/3) of the Executive Committee members consent thereto in writing. Such written consents may be executed in counterparts and shall be filed with the minutes of the Corporation.
6.9 Meetings by Electronic Means. The Executive Committee, or any committee thereof, may, in addition to conducting meetings in which each Executive Committee member participates in person, and notwithstanding any place set forth in the notice of the meeting or these Bylaws, conduct any regular or special meeting by use of any electronic means of communication, provided:
Before the commencement of any business at such meeting at which any Executive Committee member does not participate in person, all participating Executive Committee members shall be informed that a meeting is taking place at which official business may be transacted.
Article VII
OFFICERS, AT-LARGE DIRECTORS, EDITORS-IN-CHIEF
7.1 Officers. The officers of the Corporation shall be the President, the Secretary, the Treasurer, and the Immediate Past President. The President, Secretary and Treasurer shall be elected by the Member Societies as more fully described in Article VIII, below. The term of office of each such officer shall be as set forth in Section 6.2, above. The President whose term of office is expiring at such annual meeting shall automatically succeed to the office of Immediate Past President at the same time as the other officers are installed. At-Large Directors shall be elected by the Member Societies as more fully described in Article VIII, below, and the Editors-in-Chief shall be appointed by the Executive Committee as described in Section 7.7(a), below.
7.2 Duties of the President. The President shall, subject to the direction and control of the Executive Committee:
a. Serve as the principal executive officer of the Corporation;
b. Be in charge of the business and affairs of the Corporation;
c. Undertake to ensure that the resolutions and directives of the Executive Committee are carried into effect in those instances in which that responsibility is assigned to some other person by the Executive Committee;
d. Discharge all duties incident to the office of President and such other duties as may be prescribed by the Executive Committee from time to time; and
e. Preside at all meetings of members and the Executive Committee and be responsible for scheduling all meetings of the Executive Committee. The President may determine the order of business to be conducted at meetings of the Executive Committee.
7.3 Duties of the Secretary. The Secretary shall:
a. Keep all the proceedings of regular and special Executive Committee meetings;
b. Be the custodian of records of the Corporation;
c. Give or cause to be given notice of all meetings of the members;
d. Oversee and facilitate the election process for officers and At-large Directors;
e. Make copies of these Bylaws available for inspection by Member Socieities; and
f. Perform such other duties as requested by the Executive Committee, and the President, and which usually pertain to the office of Secretary.
7.4 Duties of the Treasurer. The Treasurer shall:
a. Have supervision of all monies, securities, and other valuable properties of the Executive Committee;
b. Oversee accurate accounts of the receipts and disbursements of the Executive Committee in books belonging to it;
c. Ensure that all monies and other valuable effects are deposited in the name and to the credit of the Executive Committee in such accounts and in such depositories as may be designated by the Executive Committee;
d. Check monthly the disbursements of funds of the Executive Committee in accordance with authority of the Executive Committee;
e. Provide written detailed account of the transactions and of the financial condition of the Corporation, including a statement of all its assets, liabilities, and financial transactions; and
f. Perform such other duties as requested by the Executive Committee, and the President, and which usually pertain to the office of Treasurer.
Upon request by the Executive Committee, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Executive Committee requires.
7.5 Duties of the Immediate Past President. The Immediate Past President shall:
a. Fill in for the President in presiding at meetings of the Members and Executive Committee in the event that the President is unavailable;
b. Provide advice and counsel to the Executive Committee; and
c. Serve as chair or as a member of committees, and/or act as an Executive Committee liaison to the same at the direction of the President.Keep all the proceedings of regular and special Executive Committee meetings;
7.6 At-Large Directors/Association with Chapters/Duties . Each of the four (4) At-Large Director Position described at Section 6.2(c), above, shall be associated with a Chapter as provide herein, as follows:
At-Large Director No.1: Asia Oceania Chapter
At-Large Director No. 2: Europe/Middle East/Africa Chapter
At-Large Director No. 3: Latin America Chapter
At-Large Director No. 4: North America Chapter
Each individual serving as an At-Large Director shall, in addition to having such duties to the Corporation as are provided in Section 6.1, above, under the WNCL and other applicable law generally, shall also be responsible for facilitating communications between such Chapter and the Corporation and for otherwise acting as a liaison between such Chapter and the Corporation as to the needs and interests of such Chapter and the geographical region represented thereby.
7.7 Editor(s)-in-Chief/Duties.
a. The Executive Committee shall appoint an Editor-in-Chief for each journal of the Corporation designated by the Executive Committee as an official journal of the Corporation. As of the date of adoption of these Bylaws, there are two (2) such official journals of the Corporation. The term of office of each Editor(s)-in-Chief shall be as set forth in Section 6.2, above.
b. The duties of the Editor-in-Chief of an official journal of the Corporation shall be to function as chief editorial and executive officer of said journal and to perform all of the duties normally incident to such position and as otherwise may be directed by the Executive Committee from time to time.
c. At the direction of the President, Editors-in-Chief shall serve as chair of and on committees, participate in meetings, and/or act as an Executive Committee liaison to the same.
7.8. Executive Committee Vacancy. In the event of any vacancy in the office of President, for any reason (including, without limitation, death, resignation or removal) before the expiration of the term of such office, such vacancy shall be filled by the Immediate Past President. In the event of a vacancy in the officers of Secretary or Treasurer, or in any At-Large Director or Editor-in-Chief position, the President, with the approval of the Executive Committee, shall appoint a successor from among those individuals eligible to serve for the unexpired portion of the term of the vacant office or position. In the event of a vacancy in the office of Immediate Past President, such office shall remain vacant for the unexpired portion of the term of the vacant office.
7.9 Resignation of an Officer or Director. Any Executive Committee member may resign from the Executive Committee at any time by delivering written notice of same to the President of the Corporation, or in the case of the President, she/he will provide written resignation to the Immediate Past President. Such resignation shall take effect at the time specified in the written notification.
7.10 Removal of an Officer or Director. Any member of the Executive Committee may be removed from the Executive Committee by a two-thirds (2/3) vote of all Member Societies in good standing with or without cause or otherwise if the Members determine that the best interests of the Corporation are served by such removal.
Article VIII
ELECTION OF OFFICERS AND AT-LARGE DIRECTORS
8.1 Manner of Election to Officers and Directors. Officers and At-Large Directors shall be elected by the members of the Corporation in the manner described in these Bylaws.
8.2 Election Procedure. The Election Committee shall be responsible for identifying and recommending to the Executive Committee for nomination candidates for election as officers and At-Large Directors of the Corporation as more fully described in this Article, and for organizing, overseeing and coordinating the process for conducting such elections.
8.3 Election Committee Determination of Recommended Slate of Nominees. The Election Committee shall, on a timely basis but not less than one hundred twenty (120) days before the date that an election of officers and At-Large Directors (the “Election”) is to be held, approve a recommended slate of not more than two (2) nominees for election to each of the offices of President, Secretary and Treasurer, respectively, and to each At-Large Director position, in accordance with the following procedure:
a. The Election Committee shall identify potential nominees for each such officer and At-Large Director position according to such procedures as it may establish from time to time. The Election Committee shall solicit nominee recommendations from Chapters and members, and, in addition any Chapter or member may propose one or more prospective nominees for each such officer and At-Large Director position to the Election Committee for its consideration.
b. In considering prospective nominees for any position, the Election Committee shall also consider, with a view toward optimizing diversity, inclusion and balance in representation, all factors considered to be relevant, such as geography, branches of clinical neurophysiology, vocations and professional experience, Society Membership, as well as criteria such as gender, race and the like.
c. Any person serving on the Election Committee shall not, while so serving, be eligible for nomination to, or otherwise to serve as an office or At-Large Director.
8.4 Approval of Nominee Slate by Executive Committee; Conduct of Elections. The Executive Committee shall, not later than thirty (30) days after its receipt of such recommended slate from the Election Committee, consider and vote on approval of such slate. If the Executive Committee votes to disapprove such slate, the Secretary shall, not later than five (5) days after such vote, notify the Election Committee of such disapproval and of each recommended nominee so disapproved, and the Election Committee shall thereafter approve and deliver to the Executive Committee a revised recommended slate of nominees for its consideration and vote on approval not later than ten (10) days after the Executive Committee’s receipt of such notice. The Executive Committee shall, not later than ten (10) days thereafter, consider such revised slate and vote on approval of same. At such time as the Executive Committee approves the slate or prospective nominees, the Election Committee will proceed to conduct the Election. Voting shall occur separately for each officer and At-Large Director position and each nominee receiving a majority of the votes of the Member Societies for the position for which such nominee is standing for election shall be elected to such position.
8.5 Implementing Procedures. The Executive Committee may from time to time, in its sole discretion, adopt policies and/or procedures to implement or otherwise carry out the provisions of this Article VIII or any aspect thereof.
Article IX
COMMITTEES
9.1 Committees.
9.2 Election Committee. The Election Committee shall be a standing committee of the Corporation, but it shall not be considered a committee of the board for purposes of the WNCL. The Election Committee shall have responsibility for identifying and recommending for nomination the slate of nominees for the election to the offices of President, Secretary and Treasurer and for each At-Large Director position, and organizing, overseeing and coordinating the process for conducting such elections, all as more fully described in Article VIII, above. The Immediate Past President shall serve as the chair of the Election Committee. The President, with the approval of the Executive Committee, shall determine the number of members and the composition of the Election Committee and, in this regard, the President, with the approval of the Executive Committee shall determine the number of individuals serving on the Election Committee and make appointments to the Election Committee from among members of the Society Members, and, in addition, each Chapter shall be entitled to have one (1) representative therefrom to serve on the Election Committee.
9.3 Rules Committee. The Rules Committee shall be a standing committee of the Corporation, but it shall not be considered a committee of the board for purposes of the WNCL. The Rules Committee shall have responsibility to review, recommend for approval by the Executive Committee and advise the Executive Committee concerning the structure, organization and governing terms, requirements and/or documents of proposed or existing Chapters and Special Interest Groups. The Immediate Past President shall serve as the chair of the Rules Committee. Each Chapter shall be entitled to have one (1) representative therefrom to serve on the Rules Committee.
9.4 Committee Powers and Duties. Committees shall have the powers and duties hereinafter set forth and/or such other powers and duties as may be delegated or assigned by the Executive Committee. Committees shall make regular reports to President and the Executive Committee as they may require from time to time. All Committee chairpersons shall be appointed by the President except for the Election Committee and the Rules Committee. The Executive Committee may determine the number of members to serve on each Committee.
9.5 Committee Resignation/Removal/Vacancies.
(a) Resignation. The Chair or any member of any Committee may resign therefrom by delivery written notice of same to the President. Such resignation shall take effect at the time specified in such written notice.
(b) Removal. The President or the Executive Committee may remove any Chair or member of a Committee with or without cause. Such removal shall be affected by delivering written notice of same to such Chair or Committee member and such re removal shall take effect at the time specified in such written notice.
(c) Vacancies. Any vacancy occurring on any Committee on account of death, resignation, removal, or otherwise shall be filled by appointment by the President, with the approval of the Executive Committee.
ARTICLE X
COMPONENT GROUPS
10.1 Component Groups . In its sole discretion, the Executive Committee may authorize the formation of Chapters and Special Interest Groups based on such geographical, demographic, professional and other requirements, criteria or other differentiators as the Executive Committee may determine from time to time in its sole discretion.
10.2 Chapters. Chapters shall be organized as unincorporated divisions or the equivalent within the Corporation. Membership in a Chapter shall be open to such Society Members who meet the criteria for membership in such Chapter as determined by the Executive Committee. As of the date of adoption of these Bylaws, there are four (4) such Chapters, each having members consisting of Member Societies located within the geographical region represented by such Chapter:
Asia Oceania Chapter
Europe/Middle East/Africa Chapter
Latin America Chapters
North America Chapter
The Executive Committee shall establish and maintain rules, requirements, policies, procedures and guidelines pertaining to the establishment, formation, organization, existence, operation, governance and financing of Chapters.
10.3 Special Interest Groups. Special Interest Groups are informally constituted interest groups dedicated to an identified specific clinical, scientific or other topic or issue of interest within the field of clinical neurophysiology and or related disciplines (“Special Interest Groups”). Membership in Special Interest Groups shall be open to all individuals. Special Interest Groups shall be organized as unincorporated divisions or their equivalent within the Corporation. The Executive Committee shall establish and maintain rules, requirements, policies, procedures and guidelines pertaining to the establishment, formation, organization, existence, operation, governance and financing of Special Interest Groups.
ARTICLE XI
CONTRACTS AND OTHER DOCUMENTS
The Executive Committee may, except to the extent otherwise required by applicable law, the Articles of Incorporation, or these Bylaws, authorize any officer or officers of the Corporation, including, without limitation, the Executive Director or its designee (to the extent not otherwise authorized under Article XIX, below), to enter into any contract or execute and deliver any instrument, note, evidence of debt, loan, or other documents in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any such contract, instrument, evidence of debt, note, loan, or other document shall be signed by the President and the Treasurer, unless otherwise authorized by the Executive Committee. Unless authorized by a specific resolution of the Executive Committee, no such instrument or document shall be executed by any officer of the Corporation on behalf of the Corporation without the express approval of the Executive Committee. The Executive Committee may establish such policies and procedures from time to time in order to implement and carry out the provisions of this Article.
Article XII
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar year unless and until the Executive Committee determines otherwise.
Article XIII
DISSOLUTION
Upon dissolution of the Corporation for any reason, the Executive Committee shall, after paying or making provisions for the payment of the Corporation’s liabilities, if any, distribute the Corporation’s net assets to such corporation(s), association(s), organization(s), fund(s), and/or foundation(s) (collectively, “distributee organizations”) as are designated by the Executive Committee and in such proportions as are determined by the Executive Committee, subject to any order of court as provided by law, for purposes within the meaning of Section 501(c)(3) of the Code, each and every such distribute organization to be at the time qualified as an exempt organization thereunder. Notwithstanding any of the foregoing provisions of this Article, the distribution of any assets of the Corporation in liquidation shall be made in accordance with the WNCL.
Article XIV
CORPORATE SEAL
The Corporation shall have no seal.
Article XV
MISCELLANEOUS
16.1 “Written” Notice or Consent Includes Electronic Means. To the fullest extent provided under Section 181.0704(1m) (or any successor provision) of the WNCL or other applicable law, any communication, notice, petition or consent that is to be provided “in writing” or in “written” form may be transmitted or received by electronic mail or other electronic means.
16.2 When Notices Deemed Delivered. If mailed, any notice required or permitted to be given to Member Societies or Executive Committee members under these Bylaws (including, without limitation, any notice of a meeting of members or the Executive Committee) shall be deemed to be delivered when deposited in the United States mail addressed to the Member Society or Executive Committee Member at his, her or its address as it appears on the records of the Corporation or its designee, with postage thereon prepaid. Any notices that are transmitted by electronic mail or electronic means shall be deemed to be delivered when transmitted to the Member Society or Executive Committee at his, her or its electronic address as it appears on the records of the Corporation or its designee. Any notice delivered by hand or otherwise personally shall be deemed to be delivered on the date of such delivery.
16.3 Headings. The headings in these Bylaws are intended for convenience only and should not affect the meaning or interpretation hereof.
16.4 Interpretation. In interpreting these Bylaws, whenever the context so requires, (a) the singular shall include the plural and the plural shall include the singular, and (b) any gender shall include all genders.
16.5 Trademarks. No member may use the Corporation’s name or trademarks for personal, commercial, or funding purposes without prior approval of the Executive Committee.
16.6 Definition of “Code.” All references in these Bylaws to sections of the “Code” shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to any corresponding provisions subsequently enacted.
16.7 Gifts. The Executive Committee or its designee, in its discretion, may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
Article XVI
LIMITATION OF LIABILITY AND INDEMNIFICATION
The Corporation shall, to the fullest extent authorized or allowed under Sections 181.0873 to 181.0889 of the WNCL of the Wisconsin Statutes, indemnify any Executive Committee member, officer, employee, or agent of the Corporation and their respective heirs and personal representatives, against any and all liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by any of them in connection with any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative, or in connection with any appeal therein, or otherwise, and against all expenses (including attorneys’ fees and other experts’ fees and disbursements) actually and reasonably incurred by any of them in connection with the defense or settlement of any action or suit by or in the right of the Corporation or in connection with any appeal or otherwise; and no provision of the Bylaws shall be construed as limiting, denying, prohibiting, or abrogating any of the general or specific powers or rights conferred under the WNCL upon the Corporation to furnish, or upon any court to award, such indemnification, or indemnification as otherwise authorized pursuant to the WNCL or any other law now or hereafter in effect. Expenses so incurred by any persons in defending a civil or criminal action or proceeding shall likewise at their request be paid by the affiliate in advance of the final disposition of the action or proceedings to the full extent that advancement of expenses may be lawful under the WNCL. The Corporation may by amendment of these Bylaws, resolution, or agreement make further provision for the indemnification of Executive Committee members, officers, employees, and agents. These indemnification rights shall not be deemed to exclude any other rights to which the Executive Committee member, officer, employee, or agent may otherwise be entitled. The Corporation may, but shall not be required to, supplement such indemnification against such liability and expenses by the purchase of insurance on behalf of any such persons, irrespective of whether the Corporation would be obligated to indemnify such person under this Article.
Article XVII
AMENDMENTS
Proposed amendment(s) to the Bylaws shall be submitted to the Executive Committee for approval and if such proposed amendment(s) is approved by the affirmative vote of two-thirds (2/3) of all Executive Committee members, the Secretary shall promptly submit such proposed amendment(s) to the Member Societies for a vote on approval as provided in these Bylaws.
Article XVIII
Compensation
Subject to the requirements of Section 2.6, above, nothing in these Bylaws shall prevent the payment to any such person of such reasonable compensation for services rendered or products provided to or for the benefit of the Corporation in effecting any of its permitted purposes and, further, the Corporation may reasonably compensate and reimburse expenses of such persons in attending meetings and conducting other activities on behalf of the Corporation, if such arrangements are approved by the Executive Committee or are otherwise in conformance with such policies and procedures as the Executive Committee may from time to time establish.
From time to time, the Executive Committee shall review the compensation of the Editors-in-Chief for their services as such to the Corporation, with a view toward ensuring that such compensation is reasonable in relation to the services rendered and otherwise in compliance with the requirements applicable to the Corporation based on its tax-exempt status as described in these Bylaws (including Section 2.6, above), while also undertaking to ensure the official journals of the Corporation are viable and successful operations of the Corporation.
Article XIX
EXECUTIVE DIRECTOR
An Executive Director may be employed directly or by contract by the Executive Committee. The Executive Director shall have general charge of the day-to-day operations and management of the Corporation. The Executive Director may execute in the name of or on behalf of the Corporation any contract, agreement or instrument authorized by the Executive Committee and shall do and perform such additional duties as may be assigned by the Executive Committee and/or otherwise expressed in a management agreement.