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:
Doctoral (MD/DO or PhD level training or equivalent)
Non-Doctoral (PT, OT, RN, BS, MS training or equivalent)
(c) Senior. Retired Certified or Active members shall be eligible for Senior membership.
(d) Honorary. Persons selected by the Board of Directors for special recognition shall be eligible for Honorary membership.
(e) Sponsoring. Corporations meeting requirements for support of the field of neurorehabilitation or of the Society, as established by the Board of Directors from time to time, shall be eligible for Sponsoring membership.
(f) Fellow of ASNR: Members of ASNR provided the distinction of Fellow of ASNR, shall be individuals who, in the judgment of the ASNR Education Foundation have made extraordinary contributions which further the purposes of Neurorehabilitation and The Society. Nominations shall be submitted to the ASNR Education Foundation Board of Directors and recipients shall be honored at the annual educational meeting.
Section 2.2. Membership Rights and Obligations. Certified and Active members shall be the only members with voting rights. Each Certified and Active 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, by mail, or via e-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 or e-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.
Termination of Membership
Policies regarding late or non-payment of dues, including penalties and suspension or termination of membership, shall be established by the Executive Committee.
The Executive Committee shall have the duty to consider disciplinary action for any professional misconduct on the part of any Member of ASNR for which similar disciplinary action has been taken by a State, County, or official governmental Board of Medical Examiners, Board of Professional Medical Responsibility, or like body. Such disciplinary action may be in the form of censure, suspension or expulsion from ASNR; and if the Member be an Officer of ASNR, that Member shall be removed from office regardless of whether the Member is otherwise censured, suspended or expelled. For purposes of this section, the word "censure" means that the individual shall be advised in writing that his or her professional conduct is not consistent with the objectives of ASNR and that such conduct should be changed; the word "suspended" means that the individual shall be advised in writing that his or her privileges as a Member of ASNR have been temporarily suspended or terminated until the professional misconduct has been corrected to the satisfaction of the State Board of Medical Examiners, Provincial, or other professional bodies supervising professional conduct; "expulsion" means that the Member shall be advised that the Member’s membership in the Society is terminated. A Member suspended or terminated, as a result of disciplinary action, may apply to have Membership reinstated after a period of one year.
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:
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, by mail, or via e-mail 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.
(a) Executive Committee. The Board of Directors may designate the President, Past President and, President Elect, Program Chair and Secretary and Treasurer to constitute an Executive Committee. If any such office is vacant, the Board may appoint another director to serve until such vacancy is filled. To the extent determined by the Board, the Executive Committee shall have the authority of the Board in the management of the business of the Society. The Executive Committee shall act only in the interval between meetings of the Board and at all times shall be subject to the control and direction of the Board. Terms: The Chair and committee members of any committee, except the Executive Committee, shall serve a two (2) year term. Both the Chair and the committee members shall be eligible to serve no more than two (2) consecutive terms. However, the Chair may serve two (2) consecutive terms as a committee member, followed by two (2) consecutive terms as Chair.
(b) Nomination Committee. A nomination committee made up of the President, the Past President, the President Elect and two (2) voting members who are not officers or directors shall be convened annually to recommend a slate of directors and candidates for open offices, beginning in 1993.
(c) Education Committee. This committee, consisting of the Program Committee Chair and two (2) or more other voting members appointed by the Program Committee Chair, will plan and organize the educational program associated with the annual business meeting. They will also be responsible, with the Executive Committee and group making local arrangements, for any additional educational meetings and the preparation and distribution of educational publications or materials.
(d) Credentialing/Examination Committee. This committee will recommend to the Board of Directors a Credentialing examination and any desirable modifications from year to year to keep it medically current and appropriate. This committee will also review each applicant to determine if the required education/experience has been documented for the various classes of membership and make recommendations to the Board with respect to applicants.
(e) Other Committees. Other Committees not having or exercising the authority of the Board of directors in the management of the Society may be designated by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Persons may be designated as committee members who are not voting members of the Society or members of its Board of Directors.
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. The Past President shall serve as the President of the American Society of Neurorehabilitation Education Foundation for a term of two-years immediately following the term as President of the American Society of Neurorehabilitation.
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.