ARTICLE I: NAME
The name of the Society shall be the “American Society of Neurorehabilitation”, hereinafter referred to as "ASNR" or "The Society."
ARTICLE II: FISCAL YEAR
The fiscal year of the Society shall be the calendar year, and each fiscal year shall end at midnight on December 31st.
ARTICLE III: MEMBERSHIP
Section 1. Membership Eligibility.
Membership shall be open to persons from all disciplines engaged in or supporting neurorehabilitation research, clinical practice and/or patient care. Procedures for membership application and approval are to be established by the Board of Directors. All members in good standing are eligible to vote on ASNR matters.
Section 2. Annual Dues.
The Board may set annual dues according to the needs of The Society.
Section 3. Termination of Membership.
The Board of Directors shall adopt policies concerning termination and reinstatement of membership.
Section 4. Disciplinary Action.
The Board of Directors 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 is 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. MEETINGS
Section 1. Annual Meeting.
The Society shall meet annually at a place, date, and hour designated by the Board of Directors. An Annual Business Meeting shall be held during the Annual Meeting. Additional ASNR meetings may be held at the discretion of the Board of Directors.
Section 2. Conduct of Business.
Business of the Society shall be transacted at the Annual Business Meeting.
Section 3. Voting and Representation.
No voting will take place during the Annual Meeting. All items requiring member vote will occur electronically either before or after the Annual Meeting. Eligible Members of the Society will be allowed one electronic vote with decisions made by a simple majority of votes received.
ARTICLE IV: OFFICERS
Section 1. President.
The President shall preside over meetings of the Board. The Past- President and Vice-President shall assist the President and substitute for the President when necessary, with the Past-President taking precedence over the Vice-President in substituting for the President.
Section 2. Vice-President.
The Vice-President shall automatically become the President of The Society upon completion of the President's term. The Vice-President shall assist the President in the performance of the President’s duties whenever requested to do so and shall have all other duties and responsibilities assigned by the President or the Board.
Section 2. Secretary.
The Secretary is responsible to oversee the record keeping of the Society, including all meetings of the Board. The Secretary shall perform other duties as assigned by the President or the Board. One person may serve in the offices of Secretary and Treasurer.
Section 3. Treasurer.
The Treasurer shall be responsible for all moneys and valuable effects in the name and to the credit of The Society, and for full and accurate accounting of receipts and disbursements in books belonging to The Society. The Treasurer shall have signatory powers and shall disburse funds of the Society as may be ordered by the Board. The Treasurer shall render to the President and Board at its regular meetings, or when the Board so requires, an account of the financial transactions and status of The Society. One person may serve in the offices of Secretary and Treasurer.
Section 4. Program Chair.
The Program Chair, along with the Program Committee, designs the educational program format, content and schedule, oversees the entire abstract process in partnership with the Executive Office.
Section 5. Immediate Past-President.
The Immediate Past-President shall serve as President of the Foundation. The President or Board of Directors may assign additional duties to the Immediate Past-President.
Section 6. Terms of Officers.
The President, Vice-President, Immediate Past-President, Secretary, Treasurer and Program Chair will serve as Officers of The Society. Each officer shall serve a two-year term. The Officers shall serve no more than one consecutive term. The term for new Officers shall begin after the Annual Meeting. Should any Office fall vacant during the year, the Board shall elect a substitute. Officers are nominated by the Nominating Committee and approved by the Board of Directors prior to each meeting of members and then elected by a simple plurality of votes on valid ballots received in election held prior to the Annual Meeting.
ARTICLE V. BOARD OF DIRECTORS
Section 1. Board of Directors.
The Society's affairs shall be conducted through the Board of Directors. All Directors shall be entitled to one vote each.
Section 2. Composition.
In addition to the Officers, the Board of Directors is comprised of no fewer than nine (9) nor more than twenty (20) members in good standing, the precise number of whom shall be fixed from time to time by the Board of Directors. The Editor-in- Chief of the journal of Neurorehabilitation and Neural Repair shall serve in an ex officio, advisory, and nonvoting position. Board members are nominated by the Nominating Committee and approved by the Board of Directors prior to each meeting of members and then elected by a simple plurality of votes on valid ballots received in election held prior to the Annual Meeting.
Section 3. Meetings.
The Board shall meet once during the Annual Meeting and at other times and places as is deemed necessary. Additional meetings of the Board may be called by the President at a place, date, and hour that is approved by a majority of the Board. The Board may transact business by mail, fax, or any form of electronic communication provided that a majority of Board members approve the transaction.
Section 4. Quorum.
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5. 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.
Section 6. Removal from Office.
Any elected director may be removed from office by the affirmative written ballot of two-thirds of the Board members whenever, in their judgment, the removal will serve the best interests of The Society. The Board may elect to remove a director who is not meeting the participation and attendance policy.
ARTICLE VI. COMMITTEES
Section 1. Executive Committee.
The President, Past President, Vice-President, Program Chair, Secretary and Treasurer constitute the Executive Committee. If any such office is vacant, the Board may appoint another director to serve until such vacancy is filled. The Executive Committee shall have and may exercise all the powers and authority of the Board and therefore of The Society. A majority of the Executive Committee shall constitute a quorum for the transaction of business and shall be the act of the Executive Committee. 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. The Executive Committee is directly responsible to the Board of Directors. Action may be taken by the Executive Committee without meeting if written or email consent to the action in question is signed by all of the Executive Committee members and filed with the minutes of the proceedings of the Executive Committee, whether done before or after the action taken.
Section 2. Nominating Committee.
A nominating committee made up of the President, the Past President, the Vice-President and two (2) voting members who are not officers shall be convened annually to recommend a slate of candidates for open Board Member and Officer positions.
Section 3. Program Committee.
The Program Committee shall be responsible for oversight of the scientific program for the Annual Meeting and facilitating preparations and communications for the Annual Meeting. The Program Committee is chaired by the Program Chair. Program Committee members serve for three-year terms and shall be eligible to serve no mare that 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. The Program Chair will serve on the Program Committee in an advisory role during the year immediately following their term as Chair. Program Committee members are selected by the Program Chair.
Section 4. Membership Committee.
The Membership Committee shall develop criteria for membership, develop and deliver membership recruitment and retention programs and goals for maintaining and increasing membership. The Chair and committee members shall serve a three (3) 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.
Section 5. Ad Hoc Committees.
Ad Hoc Committees may be appointed as the need arises by the President to carry out a specific task that is not the assigned function of an existing Standing Committee. The Ad Hoc Committee’s charge and terms of service should be specified by the President. The Ad Hoc Committee and members of all Ad Hoc Committees shall be appointed at the discretion of the President. Ad Hoc Committees shall submit to the President reports as deemed appropriate by the President.
ARTICLE VII. INDEMNIFICATION
To the full extent permitted by any applicable law, any person who is or was a Director, Officer, employee or agent of ASNR shall be indemnified by ASNR against any and all liability and reasonable expense incurred by reason of the person being or having been a Director, Officer, employee or agent of ASNR, or by any action taken or not taken in the course and scope of the person’s service as such Director, Officer, employee or agent of ASNR, in the event that such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit that such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative, other than action by or in the right of The Society, Such persons shall be entitled to reimbursement by The Society of reasonable expense in advance of the final disposition of a proceeding in accordance with, and to the full extent permitted by, any applicable law. The rights of indemnification provided in this section shall not limit, but shall be in addition to, any other right to which such Director, Officer, employee or agent may otherwise be entitled by contract, law or statute, or otherwise; and in the event of such person’s death, such rights shall extend to such person’s heirs, legal representatives, or successors. The foregoing rights shall be available whether or not the claim asserted against such person is based upon matters which antedate the adoption of this section.
ASNR, its Directors and Officers, shall be fully protected in making any determination under this section, or in making or refusing to make any payment under this section, in reliance upon the advice of counsel.
ASNR may, to the full extent permitted by applicable law, purchase and maintain insurance on behalf of any person who is or was a member of the Board, an Officer or employee of The Society or a member of a Committee of The Society against any liability asserted against such person in such capacity.
If any provision of this section shall for any reason be determined to be invalid, the remaining provisions hereof shall not be affected thereby but shall remain in full force and effect.
ARTICLE VIII. MISCELLANEOUS
Section 1: Checks and Drafts.
All checks, drafts, or other orders for payment of money; notes, or other evidences of indebtedness issued in the name of or payable to The Society shall be signed or endorsed by such person or persons in such manner as from time to time shall be determined by resolution of the Board.
Section 2: Contracts.
All contracts will be signed by the President of The Society or the Executive Director. No one else will have authorization, unless so authorized by the Board. No Officer or agent shall have any power or authority to bind The Society by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
ARTICLE IX. AMENDMENTS TO ARTICLES OF INCORPORATION AND BY-LAWS
Section 1. Amendments.
These by-laws or the Articles of Incorporation of The Society may be amended by mail or email sent to all members in good standing and approved by a simple majority of those voting members who responded provided that notice of any proposed amendment is distributed to the membership in writing 30 days prior to the deadline for voting. Any member of the Society may submit a proposed amendment to the by-laws
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
If for some reason it becomes necessary to dissolve this Society, any asset held by the Society shall first be applied so far as is feasible towards carrying out the purposes stated in these articles. In the event and to the extent that in the judgment of the Board it is not feasible to apply all the assets as provided above, the remaining assets, if any, shall be applied to and for the use of charities in the field of neurology that qualify for tax exemption under the Internal Revenue Service laws of the United States as may be directed by the Board.