Bylaws

SAN DIEGO NEUROSCIENCES SOCIETY

Adopted 7/10/2020

ARTICLE I – NAME

(A) The name of the organization shall be the San Diego Neurosciences Society, hereafter referred to as the “Society.”

(B) The Society shall operate exclusively as a non-profit education organization as described in Section 501(c)(3) of the Internal Revenue code.

ARTICLE II – PURPOSE

(A) To promote the advancement and development of clinical care and research in neurosciences in San Diego County, California.

(B) To accomplish these goals, the Society will conduct meetings with clinical case presentations and invited speakers on specific topics in the neurosciences.

(D) To carry out such purposes, the Society may receive or acquire by gift, grant, or other means and may use, invest, or hold any real or personal property which shall be used to accomplish said purposes providing that the Society is neither organized nor operated for profit and no part of its net earnings incur to individuals.

(E) No member of the Society or its Executive Committee has any personal liability for obligations of the Society. Members of the Society or its Executive Committee shall not be liable for any losses or injuries resulting from participation in its activities.

(F) Upon dissolution of the Society, its net assets shall be conveyed to an educational institution or foundation that advances clinical care and research in the neurosciences. The Executive Committee for the last year of operation of the Society shall choose the recipient educational institution or foundation.

ARTICLE III – MEMBERSHIP

(A) Regular membership is available to individuals with an MD, DO, or PhD, and to individuals training in those degree programs who have a professional interest in the neurosciences.

(B) Associate membership is available to all others with a professional interest in the neurosciences.

(C) All members shall be eligible to vote and participate on committees. All members who have completed their residency or fellowship or PhD program shall be eligible to hold elected offices except Associate members shall only be eligible for the offices of Secretary and Treasurer.

ARTICLE IV – OFFICERS AND EXECUTIVE COMMITTEE

(A) Officers and their Duties

The officers of the Society shall be the President, a Vice President for neurology programs, a Vice President for neurosurgical programs, a Secretary and a Treasurer.

(1) The President shall: (a) Preside at all meetings of the Society; (b) Assist the Treasurer with preparation of the annual budget; (c) Coordinate with the Vice Presidents the selection of the meeting dates, programs, and speakers for the year; (d) Assume the duties of the Secretary or Treasurer if those officers are unavailable; (e) Appoint, renew, and disband ad hoc committees on a yearly basis; and (f) Assist the Vice Presidents in the identification and arrangements for speakers at the Society meetings.

(2) The Secretary shall: (a) Compile and maintain minutes of all Society meetings and maintain and archive all pertinent records; (b) Conduct any electronic vote in confidence and present the results to the Executive Committee; (c) Create and distribute meeting announcements and maintain the presence of the Society on the internet; (d) Maintain attendance files for continuing medical education credits for at least 6 years; and e) Maintain documents to assure compliance with continuing medical education requirements.

(3) The Treasurer shall (a) Maintain and manage bank and checking accounts for the benefit of the Society; (b) Deposit all dues and other receivables in said accounts; (c) Annually collect dues from the current membership list supplied by the Secretary; (d) Disburse monies upon direction of the Executive Committee; (e) Inform the Secretary and President when a member is in danger of forfeiting their membership for failure to pay dues; and (f) File the annual tax return with the assistance of a certified public accountant.

(4) The Vice Presidents shall (a) Arrange for speakers at the Society meetings in accordance with the goals of the Society; (b) In concert with the President and Treasurer, negotiate compensations, if any, for speakers; (c) Submit or update application materials for CME accreditation through the UCSD Office of Continuing Medical Education or other accrediting organization; (d) Preside at Society meetings in the absence of the President; and (e) Along with the President and Treasurer, apply for grants and funds from exhibitors, sponsors, advertisers, and donors to fund educational programs.

(B) Election of Officers

A Nominating Committee, appointed annually by the President shall present a slate of candidates for each office to be vacated. The slate shall be announced to the membership not later than 7 days before the physical meeting at which the elections are to be held. Additional nominations shall be accepted from the floor at that meeting. Elections shall be held at the last physical meeting of the Society for the academic year. Members unable to attend that meeting will be allowed to vote electronically prior to the meeting.

The Executive Committee shall consist of the President, Secretary, Treasurer, and two Vice Presidents, who are officers of the Society. The officers’ terms shall be one year, except for those of the Secretary and Treasurer, which shall be two years and run from July 1 through June 30. The Executive Committee shall make appointments to fill the terms of any officers unable to complete their terms.

The Executive Committee shall transact the routine business of the Society. Three officers shall constitute a quorum of the Executive Committee at meetings called by the President. Meetings shall be conducted in person or through exchange of electronic messages. The Executive Committee, at its discretion, may electronically submit proposals to the membership for adoption or rejection.

ARTICLE V - MEETINGS

(A) The meetings of the Society shall be held at the time and place designated by the President in consultation with the Vice Presidents.

(B) At the meetings of the Society, the members of the Society and invited guests shall present communications related to the neurosciences.

(C) The order at all Society meetings shall be as follows: (a) Approval of the minutes of previous meeting; (b) Receiving of communications; (c) Reports of officers and committee chairs, (d) Unfinished business; (e) New business; and (f) Scientific presentation. The foregoing order of business may be modified or suspended at any meeting by the presiding officer.

(D) The authority on order at meetings shall be Rules of Order by JE Davis.

(E) For the purpose of conducting business at Society meetings, a quorum shall be determined by the presence of ten members not in training or residency.

(F) Procedures in the Event of Emergency and Emergency Powers

The Society has a fiduciary duty to maintain assets, records, and financial stewardship at all times.

In the event that a physical meeting cannot be held at the end of the academic year (e.g., time of war, global pandemic), the executive committee will remain in place, supporting the continuation of the society’s business (finances, website maintenance, etc.). Elections will occur at the next physical meeting.

If any member of the executive committee wishes to step down in the interim, the position can be left vacant or the remaining members of the executive committee can propose a replacement to the membership for an electronic vote of approval or rejection.

The executive committee shall have the power to cancel a meeting, and temporarily suspend membership dues collection during a time of global crisis, recognizing limits that may be placed on the membership by their institutions. all emergency actions will be communicated to the membership by the executive committee by email.

ARTICLE VI – DUES, FEES AND EXPENSES

(A) Regular members and Associate members shall pay annual dues as set by the Executive Committee. Guests of members shall pay a fee set by the Executive Committee for attending meetings. Exhibitors, sponsors, and advertisers shall pay fees set by the Executive Committee.

(B) The Executive Committee may exempt individual members from payment of dues or fees, such as those studying for an advanced degree, who are in residency or fellowship programs, or those who provide voluntary services of substantial value.

(C) No officer of the Society shall receive compensation for his services. The President may authorize payment to any person for reasonable expenses incurred on behalf of the Society.

ARTICLE VII - FORFEITURE OF MEMBERSHIP

(A) The failure of any member of the Society to pay dues for two years may be considered sufficient cause to remove that member from the membership on recommendation of the Executive Committee. The Secretary shall give notice in three consecutive months to those members who may be thus liable for forfeiture of membership. Unethical conduct of a member may also be brought to the attention of the Executive Committee for consideration of cancellation of membership. The Executive Committee may designate an ad hoc Disciplinary Committee to evaluate charges on a case-by-case basis and to present recommendations to the Executive Committee for action, which may include a recommendation to terminate membership. Membership in the Society may be terminated upon recommendation of the Executive Committee and a 60% majority of all voting members.

ARTICLE VIII - AMENDMENTS

A motion to amend the Bylaws may be made by any five regular members and presented to the Secretary in writing. The motion must be communicated within two weeks to the voting membership with or without recommendations by the Executive Committee for adoption or rejection. A two-thirds majority of members not in training or residency shall be required to adopt an amendment. Voting shall be conducted by mail or other means approved by the Executive Committee.