Bylaws 

Article I | Article II | Article III | Article IV | Article V | Article VI | Article VII | Article VIII | Article IX | Article X | Article XI | Article XII

ARTICLE I: Offices

The principal office of the Society shall be located at 5841 Cedar Lake Road, Suite 204; Minneapolis, Minnesota 55416. The Society may have offices at such other places, either within or without the State of Minnesota, as the Board of Directors may from time to time designate.

ARTICLE II: Members

Section 2.1 Classes and Qualifications for Membership. The membership of the Society shall be made up of the following classes, which shall include persons meeting the qualifications established in this Section:

(a) Certified. Board eligible or board certified physicians who have completed the equivalent of at least one (1) year of full-time, post-residency experience in diagnosing and managing patients with chronic neurological disability (as defined by the International Classification of Impairment, Disability and Handicap of the World Health Organization) or one (1) year of post-residency training in an approved fellowship in an area of neurorehabilitation shall be eligible for Certified membership. All such experience must include exposure to the team process, including interaction with other neurorehabilitation professionals, the neurorehabilitation process itself and formulation of patient care plans. Continuing Medical Education (CME) credits on topics of chronic neurological diseases, disability and /or rehabilitation may be credited toward education/experience requirements in accordance with standards established from tome to time by the Board of Directors. All persons applying for Certified membership after the Society has approved a certifying examination shall also satisfactorily complete the certifying examination in order to qualify to be a Certified member. Certified members will be re-certified every six (6) years upon submission of satisfactory evidence of completion of at least eighty (80) hours of CME credits in rehabilitation and/or the diagnosis and management of chronic neurological conditions, including the attendance of at least two (2) ASNR-approved educational activities, including the ASNR Annual Meeting or Workshop, American Academy of Neurology Annual Meeting, or other neurorehabilitation-based meetings during your recertification period in order to maintain your Certified status. A minimum of eight (8) hours of neurorehabilitation courses are required to count as attendance at one meeting. Meetings and courses not sponsored by the ASNR will be reviewed and approved by the Membership Committee once submitted by the Certified member.

(b) Active. Health care professionals, scientists and engineers interested in neurorehabilitation and promoting the Society’s goals. This category of membership includes physician and non-physician rehabilitation specialists and investigators.

(c) Senior. Upon retirement from active practice or academic pursuits, members wishing to continue membership in the ASNR may apply for senior membership.

(d) Honorary. Persons selected by the Board of Directors for special recognition, who have made extraordinary contributions which further the purposes of the Society.

(e) Sponsoring. Corporations active or interested in the support of the field of neurorehabilitation and the ASNR.

(f) Student. Includes individuals with documented matriculation in a medical, rehabilitation services (OT, PT, Speech) or neurosciences research program. A letter from the Dean’s office of the program or a current transcript are required as part of the member application. The undergraduate programs must have established majors in the neurosciences.

(g) Physician in Training. Includes residents and fellows. A letter from the Program Director of an institution accredited by the Accreditation Council for Graduate Medical Education (ACGME) will be required as part of the mentor program.

Section 2.2. Membership Rights and Obligations. The Certified members shall be the only members with voting rights. Each Certified member shall have one (1) vote. Except as otherwise determined by the Board of Directors, all members shall pay dues in amounts established from time to time by the Board of Directors for each membership class.

Section 2.3 Annual Meeting. There shall be an annual meeting of the members of the Society as determined by the Board of Directors or demanded by members of the Society in accordance with law. Any such annual meeting shall be held at the call of the President, at the time and place designated by such call, which may be within or without the State of Minnesota.

Section 2.4 Special Meeting. Special meetings of the members, for any purpose or purposes, may be called by the President or by the Board of Directors, and shall be called by the President upon a demand by members of the Society in accordance with law, at such time and place designated within or without the State of Minnesota, and upon such notice provided hereinafter to all members entitled to vote at the meeting.

Section 2.5 Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting or any matters concerning which special notice is required, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered to all voting members not less than five (5) nor more than thirty (30) days before the date of the meeting, either personally or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his or her address as it appears on the books of the Society, with postage thereon prepaid. A member may make written waiver of notice as provided by law, before, at or after a meeting. Attendance by a member at a meeting shall constitute a waiver of notice of said meeting by the attending member, except where a member attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.6 Quorum. Ten percent (10%) of the voting members shall constitute a quorum at any meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting to another date and/or time without further notice. If a quorum is present at the reconvened meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at the meeting at which a quorum was initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough voting members to leave less than a quorum.

Section 2.7. Voting. Voting at any meeting may be by voice vote, a show of hands or by ballot. There shall be mail votes when such procedure is established by, and according to a procedure adopted by, a resolution of the Board of Directors. There shall be no cumulative voting. Unless otherwise required, a majority vote at which a quorum is present shall constitute an action of the voting members.

Section 2.8. Membership Application. A prospective member shall submit an application for membership in the form approved by the Board of Directors from time to time. Applications shall be reviewed, to determine qualification for membership of a particular class, by the Credentialing/Examination Committee or other committee designated by the Board of Directors from time to time.

Section 2.9. Membership Term. A member shall remain a member so long as he or she continues to meet the qualifications for a particular classification of membership established from tome to time and so long as the member fulfills the dues and other obligations established by the board of Directors from time to time, as determined by the Board of Directors.

Section 2.10. Termination of Membership or Other Discipline. Complaints against members of the Society alleging conviction of a felony, professional incompetence, unethical or immoral conduct shall be filed with the Board of Directors or with a committee designated by the Board of Directors to review such complaints. After due notice and the opportunity for a fair hearing as provided in section 2.11 of these Bylaws, the Board of Directors shall have the authority to discipline any such member or any other member who fails to meet the obligations of membership, including the obligation to pay dues, by expulsion from membership or by such lesser penalty as the Board of Directors deems appropriate.

Section 2.11. Fair Hearing. A fair hearing procedure, as adopted by the Board of Directors from time to time, shall be made available to a member in the event of a professional review action by the Society adversely affecting the membership status of a member. 

ARTICLE III: Board of Directors 

Section 3.1 General Powers. The business and affairs of the Society shall be managed by its Board of Directors.

Section 3.2 Number, Tenure and Qualifications. There shall be no fewer than nine (9) nor more than nineteen (19) directors, the precise number of whom shall be fixed from time to time by the Board of Directors, provided that the size of the Board of Directors ma not be reduced to remove a director unless such action is in accordance with Section 3.11. Directors shall be elected by a majority vote of the voting members at a meeting called for that purpose. The Board of directors in office on the effective date of adoption of these By-Laws shall serve until October 1, 1993, or as soon thereafter as successors are elected and qualified as provided herein. Thereupon, Directors shall be elected for one (1), two (2), or three (3) year terms so that approximately one-third (1/3) of the total number of directors will be elected for each such term. Thereafter, directors shall be elected for three (3) year terms and until their successors shall be elected and qualified as provided herein.

The names and addresses of the members of the Board of Directors at the time of the adoption of these By-Laws are as follows:

1. Norman H. Bass, M.D.
   University of Maryland Hospital
   Dept. of Neurology
   22 South Greene Street
   Baltimore, MN 21201
2. Jack S. Burks, M.D.
   Rocky Mountain MS Center
   P.O. Box 2901, No. 7500
   Englewood, CO 80110-0101
3. James R. Couch, M.D., Ph.D.
   Professor and Chief
   Southern Illinois University School of Medicine
   Division of Neurology
   P.O. Box 19230
   Springfield, IL 62794-9230
4. Murray Goldstein, D.O.
   NINDS-NIH
   Room 8A-52 Building 31A
   Bethesda, MD 20892
5. Richard B. Lazar, M.D.
   Rehabilitation Institute Chicago
   345 East Superior Street, Suite 800
   Chicago, IL 60611
6. Flectcher H. McDowell, M.D.
   Burke Rehabilitation Center
   783 Mamaroneck Avenue
   White Plains, NY 10605
7. Norman S. Namerow, M.D.
   301 North Prairie Avenue
   Suite 404
   Inglewood, CA 90301
8. Jeffrey A. Samuels, M.D.
   Our Lady of the Lake Rehabilitation Center
   5000 Hennessy Boulevard
   Baton Rouge, LA 70808
9. Randall T. Schapiro, M.D.
   Minneapolis Clinic of Neurology Ltd.
   4225 Golden Valley Road
   Minneapolis, MN 55422
10. Labe C. Scheinberg, M.D.
    Albert Einstein College of Medicine
    1300 Morris Park Avenue
    New York, NY 10461
11. J. Paul Thomas, Ph.D.
    National Institute on Disability & Rehabilitation Research (NIDRR)
    Department of Education
    400 Maryland Avenue S.W.
    Room 3430
    Washington, DC 20202-2701
12. Robert Waters, M.D.
    Rancho Los Amigos Hospital
    7601 E. Imperial Highway
    Downey, CA 90242
13. Wise Young, M.D., 1 Ph.D.
    Department of Neurosurgery
    New York University Medical Center
    550 First Avenue
    New York, NY 10016
14. Robert R. Young, M.D.
    Spinal Cord Injury Service
    West Roxbury VA Hospital
    Boston, MA 02132

Section 3.3 Regular Meetings. The Board of Directors may provide, by resolution, the time and place, either within or without the state of Minnesota, for the holding of regular meetings without other notice than such resolution.

Section 3.4 Special Meetings. Special meetings of the Board of Directors may be called by the President or by any one or more directors. Any authorized person or persons calling a special meeting of the Board of Directors shall designate the time and the place therefor in such call, and any call without such designation shall be invalid and of no effect.

Section 3.5 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Minnesota, as the place of meeting for any regular or special meeting of the Board of Directors.

Section 3.6 Notice. Notice of any special meeting shall be given at least five (5) days but not more than thirty (30) days prior to a meeting by written notice delivered personally or mailed to each Director at his or her address as shown in the Society's records. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of directors need be specified in the notice or waiver of notice of such meeting, unless otherwise required by law.

Section 3.7 Quorum. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 3.8 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by law.

Section 3.9 Action Without a Meeting. Any action, other than an action requiring membership approval may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present.

Section 3.10 Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the remaining directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 3.11 Removal. Any Director may be removed for lack of participation or other cause by a majority vote of all of the Directors at any meeting properly called for the purpose. Any director or directors may be removed at any time with or without cause by a majority vote of the voting members present at a duly convened meeting of the members.

Section 3.12 Committees. 

Section 3.13 Telephone Meetings. Members of the Board of Directors and any committee designated by the Board of Directors may participate in a meeting by means of telephone conference or similar communications equipment whereby all persons participating in the meeting may simultaneously hear each other, whether or not any of the persons are physically present at the meeting, and participation in a meeting in this manner shall constitute presence in person at the meeting. Any business transacted at such a meeting shall be deemed to have been duly and lawfully transacted at a meeting duly convened and held, and the Secretary or other appropriate officer may certify any action taken at such a meeting to any interested party as action taken at a meeting duly and lawfully convened and held.

Section 3.14. Advisory Council. The Board of Directors may appoint one or more advisory councils, made up of members or nonmembers, to advise the Board of Directors on such issues as determined by the Board of Directors by resolution.

ARTICLE IV: Officers

Section 4.1 Officers. The officers of the Society shall be a President, President Elect, Past President, Secretary and Treasurer. One person may serve in the offices of Secretary and Treasurer.

Section 4.2 Qualifications, Election and Term of Office. All officers shall be directors, except that if the term of the President, President Elect or Past President as a director shall expire during his or her term of office as President, President Elect or Past President, he or she shall continue to serve in the office of President, President Elect and/or Past President notwithstanding the expiration of his or her term as a director; and if serving as President Elect, shall also serve in the office of President, notwithstanding the expiration of his or her term as a director. The initial officers shall hold office for a term of three (3) years and thereafter the officers shall hold office for a term of two (2) years; provided, however, that each officer shall hold office until his or her successor shall have been duly elected and qualified unless such officer shall have ceased to meet the qualification of his or her office. Officers shall be elected by the voting members and shall be eligible to serve no more than one (1) consecutive term in office except the Secretary Treasurer who may be elected to serve two (2) consecutive terms in the same office.

Section 4.3 President. The President shall be the chief executive officer of the Society, shall preside at all meetings of the directors and of the members and shall have general control of the business of the Society. He or she shall be ex-officio a member of all standing committees. He or she may execute and deliver in the name of the Society any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Society, and in general shall perform all duties incident to the Office of the President, and such other duties as may from time to time be prescribed by the Board of Directors.

Section 4.4 President Elect. The President Elect shall have all of the authority and responsibility of the President in the absence of the President and shall have such other duties as may from time to time be prescribed by the Board of Directors.

Section 4.5 Past President. The Past President shall have such duties as may be assigned by the President or by the Board of Directors.

Section 4.6 Secretary. The Secretary shall (a) keep or cause to be kept in the minute book proper minutes of the proceedings of all meetings of the Board of Directors and of the Members; (b) give all required notices; (c) have custody of the corporate records; and (d) perform such other duties as may be assigned to him or her by the Board of Directors.

Section 4.7 Treasurer. The Treasurer shall have charge and custody of all funds of the Society and shall keep or cause to be kept an accurate account of all receipts and disbursements and shall render accounts to the Society. The Treasurer shall deposit all monies in the name of the Society in such banks or depositories as the Directors shall designate. He or she shall have the power to endorse for deposit all instruments received by the Society and shall disburse funds of the Society as directed by the Board of Directors. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors.

Section 4.8 Bonding of Treasurer and Other Officers. The Board of Directors may require bonding for the Treasurer, the Secretary or any other officer or employee of the Society.

Section 4.9 Removal. Any officer may be removed from office at any time by action of the voting members at a duly convened meeting of such members.

Section 4.10 Vacancies. An existing or prospective vacancy in any office may be filled at any meeting of the Board of Directors, but the term of an officer elected between annual meetings of the voting members shall expire upon the conclusion of the next such annual meeting, or, if later, when the successor of such officer shall have been duly elected and qualified.

ARTICLE V: Contracts, Checks, Deposits and Funds

Section 5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Society to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.

Section 5.2 Checks, Drafts, Etc.. All checks, drafts, or other orders fro the payment of money, notes or other evidence of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 5.3 Deposits. All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 5.4 Gifts. The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society.

ARTICLE VI: Books and Records

The Society shall keep accurate and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors, and shall keep a the registered or principal office a record giving the names and addresses of the members. All books and records of the Society may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE VII: Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the Articles of Incorporation or by the By-Laws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether at, before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE VIII: Indemnification

To the full extent permitted by law, the Society shall indemnify and hold harmless all officers, Directors, members, employees, and agents of the Society for all acts performed by them in any good faith attempt to fulfill their duties to the Society, specifically including all costs and expenses, including attorneys' fees, incurred in any action, claim or demand concerning any such act. This provision shall be construed so as to provide and require the broadest, most complete and extensive scope of indemnification legally permissible a the time indemnification is sought or provided.

ARTICLE IX: Amendments to Articles of Incorporation and By-Laws

Section 9.1 Amendments to Articles. The articles of Incorporation may be amended by the affirmative vote of a majority of all of the directors, with the approval of a majority of a quorum of the members.

Section 9.2 Amendments to By-Laws. These By-Laws may be amended by a majority of all of the directors, provided that the Board may not adopt, amend or repeal a by-law fixing a quorum for meetings of members, increasing or decreasing the vote required for member action, prescribing procedures for removing directors or filling vacancies on the Board or fixing the number of directors or their classifications, qualifications or terms of office, except that the Board may adopt or amend a by-law to increase the number of directors. The voting members may amend the By-Laws in the manner provided by law.

ARTICLE X: No Pecuniary Gain

No part of the net earnings of the Society shall inure to the benefit of any member, director, or officer of the Society, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Society in furtherance of one or more of its purposes), and no member, director, or officer of the Society, or any private individual shall be entitled to share in the distribution of any of the assets of the Society upon dissolution of the Society.

ARTICLE XI: Dissolution

In the event of liquidation, dissolution or winding up of the Society, whether voluntary or involuntary or by operation of law, the remaining property and assets of the Society shall be distributed in such manner as the board of directors of the Society shall by majority vote determine, either exclusively for the purposes for which the Society is formed or consistent with such purposes, to such organization or organizations organized and operated for such purposes as shall at such time qualify as exempt under section 501 (c) of the Internal Revenue Code.

ARTICLE XII: Fiscal Year

The fiscal year of the Society shall be the calendar year, and each fiscal year shall end at midnight on December 31st.

Updated December 5, 2005.