Bylaws (updated Feb. 2024)
Section 1: Statement of Purpose
1.1. Definition of Bylaws: The Bylaws for the Governance of the Association of Medical School Neuroscience Department Chairs (“association”) define the organization and function of the association, the procedures for the officers and members in fulfilling their respective roles, and the manner through which they carry out the association’s missions.
1.2. Non-Profit Status: The association was formed under the Alabama Non-Profit Corporations Law SIO-3A-4 and Section 501 of the Internal Revenue Code of 1954, as now enacted or as hereafter amended, including but not limited to the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue code, or corresponding sections of any further tax code.
1.3. Mission: The association is dedicated to promoting neuroscience as a scientific discipline, providing professional development for current and future leaders in the neurosciences, and representing the collective interests of medical school-associated departments, centers, and institutes (“units”) with a major focus in research and scientific training in the neurosciences.
1.3.1. The association will maintain a cooperative organization for the leaders of basic science departments within medical schools with major missions in neuroscience research and professional training.
1.3.1.1. This includes leaders of neuroscience-based centers and institutes with major missions in neuroscience research and professional training serving medical schools.
1.3.2. The association will disseminate information regarding policy, practice, and other national trends in support of effective management and leadership among its members.
1.3.3. The association will advocate for neuroscience-based units as distinct entities within medical school organizational structures and for the provision of support and resources to achieve their missions.
1.3.4. The association will act as an advocate and representative for the membership in national professional organizations, governmental entities, private foundations, and industry.
1.3.5. The association will organize an annual meeting among its members to facilitate and fulfill its mission.
Section 2: Members of the Association
2.1. Each person within the association belongs to one, and only one, category.
2.1.1. Member: Members must be a chair or head of a medical school affiliated department with a primary or major focus in neuroscience and a significant research and professional training mission. Directors of medical school affiliated centers or institutes with a primary or major focus in neuroscience and a significant research and professional training mission are also member eligible.
2.1.1.1. Members have voice and vote in meetings of the membership.
2.1.1.2. Members may serve as officers of association.
2.1.2. Associate Member: Associate members must be an associate/vice chair or associate/vice head of a medical school affiliated department with an active sponsoring full member in good standing of the association. Associate members may also be an associate director of a medical school affiliated center or institute with an active sponsoring full member in good standing of the association.
2.1.2.1. Associate chairs and directors are not eligible without the sponsorship of a full member in good standing from their unit.
2.1.2.2. Associate members are not eligible to serve as officers of the association.
2.1.2.3. Associate members have voice but no vote in meetings and votes of the membership.
2.1.2.4. Associate members may serve as a proxy for their sponsoring regular member in votes of the association.
2.1.3. Member Emeritum: Members who no longer hold an eligible leadership position may petition for emeritum membership if they have made significant contributions to the association. Petitions should be directed to the Secretary/Treasurer for endorsement by the Executive Committee. Endorsed candidates are submitted to the membership for approval at the Annual Meeting. Emeritum membership requires a majority vote of the membership present at the meeting.
2.1.3.1. Members emeriti are not required to pay annual dues.
2.1.3.2. Members emeriti may not serve as officers of the association.
2.1.3.3. Members emeriti have voice but no vote in meetings and votes of the membership.
2.1.4. Guest Member: Guest memberships are permitted for specific purposes as designated by the President.
2.1.4.1. Guest members may not serve as officers of the association.
2.1.4.2. Guest members have voice but no vote in meetings and votes of the association.
2.1.4.3. Guest members must be reauthorized annually by the President.
2.2. All members of the association, except for emeritum members, must pay annual dues in the amount established by the association’s Executive Committee.
2.3. Only members in good standing may hold office, vote, or register to attend the annual meeting.
2.4. Good standing includes but is not limited to: Paying annual dues, meeting eligibility requirements for one’s membership category, and meeting the ethical and conduct standards of one’s college and/or university.
2.5. The Executive Committee may revoke membership in the association for any individual by a majority vote.
Section 3: Officers of the Association
3.1. Management of the Association
3.1.1. The association shall have five officers who also serve as directors of the corporation. Collectively these five officers will constitute the Executive Committee.
3.1.1.1. Four of the five officers of the association will always include the President, Secretary/Treasurer, and the two Councilors.
3.1.1.1.1. During the first year of a President’s two-year term, the Past-President will serve as the fifth officer.
3.1.1.1.2. During the second year of a President’s two-year term, the President-Elect will serve as the fifth officer.
3.1.2. The officers shall manage the corporation, as the Executive Committee also serves as the board of the corporation.
3.1.3. The Executive Committee must approve expenditures over $2,500.
3.2. Officers
3.2.1. President
3.2.1.1. Is the chief executive officer of the association.
3.2.1.2. Is required to fulfill all duties as required by the Articles of Incorporation.
3.2.1.3. Preside over meetings of the Executive Committee and of the membership.
3.2.1.3.1. The president may appoint a designee to preside when they are not present or able.
3.2.1.4. Will lead the programmatic organization and site selection the annual meeting of the association.
3.2.1.5. Oversee contracted staff retained by the association for management.
3.2.1.6. Will act as envoy or representative of the association to other organizations.
3.2.1.6.1. The president may appoint designees to serve as representatives to other organizations. Such appointed representatives will report to the Executive Committee and the membership as directed by the president.
3.2.1.7. Will report on the activities of the Executive Committee to the membership at the annual meeting.
3.2.2. Secretary/Treasurer
3.2.2.1. Participate in all meetings of the Executive Committee.
3.2.2.2. Assist the president in the site selection and programmatic development of the annual meeting.
3.2.2.3. Manage elections of officers of the association.
3.2.2.4. Maintain and publish minutes of actions taken at Executive Committee meetings and at the annual business meeting of the members.
3.2.2.5. Will maintain, publish, and ensure access to the current adopted version of these bylaws, along with a complete historical record of amendments and alterations.
3.2.2.6. Have charge and custody of, and be responsible for, all funds and assets of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories, and in such investment vehicle, as shall be selected by the Executive Committee, and keep and maintain accurate records.
3.2.2.7. Ensure a system for the collection of annual dues is in place and functioning.
3.2.2.8. Manage the budget of the association in consultation with officers.
3.2.2.9. Ensure contracted staff retained by the association for management are paid.
3.2.2.10. Receive, and give receipt for, monies due and payable to the corporation.
3.2.2.11. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Executive Committee.
3.2.2.12. Make available on request to any officer, the financial records of the corporation, or their agent or attorney.
3.2.2.13. Ensure that the financial condition of the association, and any or all of transactions are easily accessible and available to officers of the association upon request.
3.2.2.14. Perform all duties incident to the office of Secretary/Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these bylaws.
3.2.3. Councilors
3.2.3.1. Participate in all meetings of the Executive Committee.
3.2.3.2. Assist the president in the site selection and programmatic development of the annual meeting.
3.2.3.3. Lead special projects, working groups, and develop reports as assigned by the Executive Committee.
3.2.3.4. Represent the association to other organizations or preside over meetings when requested by the president.
3.2.4. Past-President
3.2.4.1. Attend and participate in Executive Committee meetings.
3.2.4.2. Advise and assist the president during the president’s first year in office.
3.2.4.3. Participate in the organization and site selection for the annual meeting.
3.2.4.4. Represent the association at other professional meetings as directed by the President.
3.2.4.5. Perform all duties incident to the office of Past-President and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these bylaws.
3.2.5. President-Elect
3.2.5.1. Attend and participate in Executive Committee meetings.
3.2.5.2. Observe and learn the duties of president.
3.2.5.3. Advise and assist the president during the president’s second year in office.
3.2.5.4. Participate in the organization and site selection for the annual meeting.
3.2.5.5. Represent the association at other professional meetings as directed by the President.
3.2.5.6. Perform all duties incident to the office of President-Elect and such other duties as may be required by law, by the Articles of Incorporation of the corporation or by these bylaws.
3.3. Elections
3.3.1. Officers will be elected by the voting members of the association.
3.3.2. Members may only serve in only one elected officer position at a time.
3.3.3. Elections are held every year by electronic ballot prior to the annual meeting.
3.3.3.1. Odd year election: President and Councilor 1
3.3.3.2. Even year election: Secretary/Treasurer and Councilor 2
3.3.4. Thirty days in advance of issuing an electronic ballot, the President, Past-President, and Secretary/Treasurer will announce a call for nominations. They will solicit at least two nominees for each officer position.
3.3.5. Members may self-nominate or nominate eligible members. Nominations require a member’s assent prior to being placed on the ballot.
3.3.6. The ballot will remain open for fourteen days.
3.3.7. The candidate with the most votes for any vacant office on the ballot will be elected for the next term.
3.3.8. Ties shall be broken by vote of the Executive Committee.
3.3.9. Terms of Office
3.3.9.1. Officers’ terms begin at the conclusion of the business meeting at the annual meeting.
3.3.9.2. Elected officers serve two-year terms.
3.3.9.3. The past-president and the president-elect serve ex officio one-year terms.
3.3.9.4. A president completing their two-year term as an officer of the Executive Committee will serve as ex officio past-president in the year following their two-year term as president. The past-president serves in the first year of the succeeding president’s term.
3.3.9.5. A member elected as president is an officer of the Executive Committee as the ex officio president-elect in the year prior to beginning their two-year term as president. The president-elect serves in the second year of their predecessor’s presidential term.
3.3.9.6. Members may be re-elected to any office but may not serve successive terms.
3.4. Resignation or Removal of Officers
3.4.1. Any officer may resign at any time by giving written notice to the Executive Committee through any available officer. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein.
3.4.2. The Executive Committee has delegated authority to remove an officer at any meeting by a majority vote of the officers.
3.4.3. Any vacancy of office will be filled by the delegated authority of the Executive Committee.
3.5. Modes of Participation
3.5.1. The extent to which members participate in matters of the governance of the association varies based on the mode of participation these bylaws specify. The four modes of participation are consultation, advisory, shared responsibility, and delegated authority.
3.5.2. Consultation: The individual members of a body of faculty and/or students express their views with an administrator who has authority and responsibility to make a decision to inform that decision. Bodies acting under this mode of participation are not deliberative and do not vote.
3.5.3. Advisory: A deliberative body of faculty and/or students collectively recommends policies to an administrator who is authorized to make decisions. An advisory body’s recommendations are the positions of the body itself and are adopted following a vote. The administrator is not bound by the recommendations and accepts responsibility for the decisions.
3.5.4. Shared Responsibility: A deliberative body makes recommendations to an officer. If the officer and deliberative body cannot agree and action must be taken, the recommendations of the administrator and the deliberative body will be submitted in writing to the appropriate officer at the next higher administrative level for decisions by that officer.
3.5.5. Delegated Authority: A deliberative body is authorized to make decisions on specified matters. Such decisions are subject to review but will only be altered in exceptional circumstances.
Section 4: Meetings of the Association
4.1. The annual meeting is open to all members, associate members, members emeritum, and guest members of the association.
4.2. The annual meeting will include a business meeting open to all members.
4.3. Annual reports required of the president, secretary/treasurer, or chairs of ad hoc committees will be given at the business meeting.
4.4. Quorum at the annual business meeting is defined as more than one-third of voting members.
Section 5: Standing Committees
5.1. Standing Committees in General
5.1.1. The standing committees of the association are the: (1) Executive Committee; and (2) the Nominations Committee.
5.1.2. The standing committees serve as the principal forums for the generation of discussion, development, and, in certain instances, implementation of policies within the scope of each committee’s charge.
5.1.3. Committee members should recuse themselves from the decision-making process when there is a real or apparent conflict of interest.
5.1.4. At its discretion, a standing committee may allow votes by proxy.
5.1.5. Minutes and Reports
5.1.5.1. Each standing committee will develop agendas and keep minutes as laid out above for each of its meetings.
5.1.5.2. Each standing committee will develop a report of its activities and present them at the annual business meeting at least once per academic term. The report is a collective summary of the minutes of the standing committee for the year.
5.1.6. Subcommittees
5.1.6.1. Standing committees may form subcommittees at their discretion to facilitate their work.
5.1.6.2. Such subcommittees will operate in accordance with directions from their parent committees, and each subcommittee will publish minutes of its meetings and submit them to its parent committee.
5.1.6.3. Each subcommittee must include in its membership at least one member of the parent committee; that member may or may not be designated chairperson of the subcommittee.
5.1.6.4. Subcommittees expire 12 months after they are formed unless reauthorized (for one year at a time at most) by their parent standing committee.
5.1.7. Consultants and Assistants
5.1.7.1. Any standing committee may seek out expertise and solicit the views of any interested individual or group from whatever sources are deemed appropriate. If a standing committee determines additional assistance is needed to accomplish its work, the president with advice from committee members will name additional members to the committee to complete a specific task. Such named additional members will serve without vote.
5.1.8. Quorum for standing committees is defined as more than half of the voting members.
5.2. Executive Committee
5.2.1. The Executive Committee serves as the planning, policy making, and operations committee of the association. All responsibilities for the management of the association or the corporation are reserved for the Executive Committee.
5.2.2. Members
5.2.2.1. President
5.2.2.2. Secretary/Treasurer
5.2.2.3. Councilors (2)
5.2.2.4. Past-president or President Elect are ex officio with voice and vote.
5.3. Nominations Committee
5.3.1. The Nominations Committee solicits names for the ballots to elect officers of the association.
5.3.2. Members
5.3.2.1. President
5.3.2.2. Secretary/Treasurer
5.3.2.3. Past-president is ex officio with voice and vote.
Section 6: Ad Hoc Committees
6.1. The president, upon approval by a majority of the Executive Committee may designate committees, each consisting of at least two association members. Each committee shall serve a term designated by the president not to exceed 12 months without reauthorization. Ad hoc committees will report to the Executive Committee upon request and may be required to report at the annual business meeting.
Section 7: Amendments
7.1. Any article or section of these bylaws may be amended by a two-thirds majority vote of the entire membership subject to quorum.
7.2. A quorum is more than one-third of eligible voting members.
7.3. Any voting member can propose an amendment.
7.4. Proposed amendments to the bylaws will be circulated at least seven days prior to consideration by the membership.
7.5. Votes on proposed amendments will occur by electronic ballot. The ballot will remain open for at least one week. The results will be reported back to the membership.
7.6. Minor, non-substantive administrative changes to these bylaws are permissible without a full member vote.
7.6.1. These changes are limited to (1) spelling and grammatical errors, (2) corrections to formatting.
7.6.2. If any such changes are made, they will be reported at the next business meeting after such changes are made by the Executive Committee.
7.6.3. Such changes will be appended to the “History of Amendments” section of these bylaws.
Appendix: History of Amendments
The Bylaws of Governance for the Association of Medical School Neuroscience Department Chairs were approved on March 8, 2010 and were subsequently amended in:
March 2024
December 2022
December 2020
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION OF THE ASSOCIATION OF MEDICAL SCHOOL NEUROSCIENCE DEPARTMENT CHAIRPERSONS
The undersigned, desiring to form a non-profit corporation under the Alabama Nonprofit Corporation Act with all of the powers of a corporation organized under said act and under the constitution and laws of Alabama, file these Articles of Incorporation and certify as follows:
Article I - Name
The name of the corporation shall be The Association of Medical School Neuroscience Department Chairpersons.
Article II - Duration
The period of duration of the corporation shall be perpetual.
Article III - Purposes
(1) The corporation is organized exclusively for charitable, scientific, and educational purposes within the meaning of §503(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law), specifically, for the furtherance of and advancement of education and scientific research in academic departments and other programs aimed at the understanding of the nervous systems, including but not limited to the role of the nervous system in behavior.
(2) The corporation is organized for:
(a) Developing and administering meetings between the Members at least on an annual basis;
(b) Coordinating communication between the Members to facilitate identification of issues solely related to the Members and their relationship within the academic environments the Members operate;
(c) Promoting and aiding in the fulfillment of the educational, service, and research functions of the Members;
(d) Using and applying the whole or any part of income and principal exclusively for charitable, educational, and scholarly purposes;
(e) Conducting surveys, studies, and research to identify the issues associated with the Members and their position within the academic environment.
Article IV - Powers
Without limiting the general powers granted to the corporation by Alabama law, the Association shall have the following specific powers:
(a) To promote and carry on scholarly research and allied supportive activities;
(b) To promote and carry on projects which will fulfill the research, teaching, and service functions of Association;
(c) To solicit, negotiate, and enter into contracts to support research, teaching, and service functions by the Members and the Association;
(d) To solicit, accept, administer, and disburse gifts, grants, and bequests of property of every kind or to hold said property in trust in such manner as the corporation deems appropriate for the furthering of the purposes of the corporation,
(e) To provide or assist in providing funds, support services, and facilities for scientific and other education, research or services of the Association;
(f) To receive grants from government or other sources and to disburse such grants for the support of scientific, educational, and research;
(h) To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of any such property, both real and personal, as the purposes of the corporation may require, subject to such limitations as may be prescribed by law; debentures, mortgages, or in such securities and property as its Board of Directors shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grant, or gift, provided such limitations and conditions are not in conflict with the provisions of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended;
(g) To engage in all other activities which support and effectuate the purposes of the Association and which are not prohibited by law.
Article V - Use of Earnings and Lobbying Activities
No part of the net earnings of the corporation shall inure to the benefit of any director or officer of the corporation or any private individual, except that reasonable compensation may be paid for services rendered. And no director, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under §501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under §170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.
Article VI - Members
The corporation shall have members as identified in the By-Laws, the entire management and control of the corporation shall be in its Board of Directors.
Article VII - Initial Board of Directors
The initial Board of Directors shall consist of five (5) directors whose names and addresses are as follows:
President - Michael Friedlander
516 Civitan Intl Research Center
1719 Sixth Ave. South
Birmingham, AL 35294
President – Gary Paige
Department of Neurobiology and Anatomy
601 Elmwood Avenue Box 603
Rochester, NY 14642
Secretary/Treasurer – Irwin Levitan
Department of Neuroscience
3450 Hamilton Walk
215 Stemmler Hall
Philadelphia, PA 19104
Councilor – Lynn Landmesser
Department of Neurosciences
10900 Euclid Avenue
Cleveland, OH 44106
Councilor – Rodney Parsons
Department of Anatomy and Neurobiology
C425 Given Building
89 Beaumont Avenue
Burlington, VT 05405
Article VIII - Board of Directors
The Board of Directors shall consist of that number of directors prescribed in the By-laws adopted by the Board of Directors but not less than five. The directors shall be appointed as provided by the Bylaws.
Article IX - Dissolution
In the event of the dissolution of the corporation, the Board of Directors shall cause the assets of the corporation to be applied and distributed as follows:
(a) All liabilities of the corporation shall be paid, or adequate provision shall be made for payment;
(b) Assets held by the corporation upon a condition which occurs by reason of the dissolution shall be returned or conveyed in accordance with such requirements; and
(c) All of the remaining assets of the corporation shall be conveyed to or its successor, if said corporation or its successor shall qualify as an exempt organization under §501(c)(3) or as a governmental body under § 115 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law). If said corporation or its successors shall not so qualify, the remaining assets shall be conveyed to some other organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes that are qualified as an exempt organization or organizations under §501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
Article X - Registered Office and Agent
The principal and initial registered office of the Association shall be at University of Alabama at Birmingham, 1719 Sixth Avenue South, Birmingham, Alabama
The initial registered agent shall be Michael J. Friedlander
Article XI - Incorporators
The names and addresses of the incorporators of the corporation are:
President - Michael Friedlander
516 Civitan Intl Research Center
1719 Sixth Ave. South
Birmingham, AL 35294
President – Gary Paige
Department of Neurobiology and Anatomy
601 Elmwood Avenue Box 603
Rochester, NY 14642
Secretary/Treasurer – Irwin Levitan
Department of Neuroscience
3450 Hamilton Walk
215 Stemmler Hall
Philadelphia, PA 19104
Councilor – Lynn Landmesser
Department of Neurosciences
10900 Euclid Avenue
Cleveland, OH 44106
Councilor – Rodney Parsons
Department of Anatomy and Neurobiology
C425 Given Building
89 Beaumont Avenue
Burlington, VT 05405
IN WITNESS WHEREOF, the undersigned incorporators have executed these Articles of Incorporation this 7th day of August, 2001.
STATE OF ALABAMA) JEFFERSON COUNTY)
I, the undersigned, a Notary Public in and for said County in said State, hereby certify that whose names are signed to the foregoing Articles of Incorporation, and who are made known to me, acknowledged before me on this day that, being informed of the contents of said Articles of Incorporation, they executed the same voluntarily on the day the same bears date.