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By-Laws of
The Electroencephalography and Clinical Neuroscience Society

A NOT FOR PROFIT CORPORATION

By-Laws of
The Electroencephalography and Clinical Neuroscience Society

A NOT FOR PROFIT CORPORATION

ARTICLE I

Name, Purpose and Objectives

Section 1. Name. The name of this organization shall be the ELECTROENCEPHALOGRAPHY AND CLINICAL NEUROSCIENCE SOCIETY (therein after referred to as “ECNS" or "Society").

Section 2. Statement of purpose and mission for the ECNS:
The ECNS is an international scientific and educational organization dedicated to disseminating knowledge regarding the latest scientific advances in all fields of electrophysiology as they relate to the understanding, treatment, and prevention of Neurobehavioral disorders. The term "Neurobehavioral disorders" is defined here in the widest most inclusive terms. This will include, but is not limited to, head injury, epilepsy, pain syndromes, movement disorders, cerebrovascular disorders, metabolic and degenerative disorders, thought disorders, mood disorders, anxiety disorders, personality and substance dependence disorders.

Electrophysiology methodologies include, but not limited to, electroencephalography (EEG), polysomnography (PSG), evoked responses, magnetoencephalography (MEG), and eye movements as well as interventional electrophysiology methodologies like electroconvulsive therapy (ECT), transcranial magnetic stimulation (TMS), deep brain stimulation (DBS), and EEG neurofeedback. The ECNS holds itself and its members to the highest scientific and ethical practice of research, education and clinical practice.

As is self evident, electrophysiology theory and practice do not stand in a vacuum. It will be a central mission of the ECNS to help link electrophysiology methodology to the basic sciences essential for thorough understanding of clinical electrophysiology findings, as well as linking electrophysiology to other clinical neuroinvestigative disciplines like neuroimaging, neuropsychology, neuropharmacology, genetics, and neuroepidemiology. Finally, it will be one of the missions of the ECNS to set up standards of practice and training in "Neurobehavioral Electrophysiology”.

ARTICLE II

Membership and Dues

Section 1. Full/Associate Members. Full and Active Membership shall be limited to persons with advanced scientific degrees such as MD, PhD or Master levels, who are interested in clinical, applied or basic electrophysiology.

Section 2. Junior Members. Junior Membership shall be limited to Residents, Fellows, or Graduate Students in approved Neurology, Neurosurgery, Psychiatric and Psychological training programs and related Neuroscience Programs, which include education in the electrophysiology of neurobehavioral disorders. Junior Members shall not be entitled to vote or hold office.

Section 3. Election of Members. Application for Full and Active Membership and for Junior Membership shall be made in the manner prescribed by the Membership Committee. Admission to membership shall be made provisionally by the Membership Committee, subject to ratification by a majority of the General Assembly.

Section 4. Honorary Members and Honorary Associates. The Council, at any duly organized meeting, may elect Honorary members and Honorary Associates, as the case may be, by a unanimous vote of the Councilors present. Honorary members and Associates shall be exempt from the payment of all dues and fees whatever.

Section 5. Corporate, Facility or Department Member. All Companies, Institutions or Societies active in the field of Electroencephalography and Clinical Neuroscience are eligible for membership. Admission to membership shall be by simple majority vote of the Membership Committee. The fee for this membership will be a minimum of $500 per year.

Section 6. Expulsion. If any person being a member of ECNS shall at any time be guilty of an act prejudicial to ECNS, or to the purposes for which it is formed, or shall have changed his occupation so that it is no longer consistent, in the opinion of the Council, with the qualifications for regular membership set forth in Section 1 of this Article II, such person shall be notified to appear personally before the Council at a designated time not less than thirty (30) days after notification and he shall at such time be given a hearing. By a three-fourths (3/4) vote of the Councilors present at the meeting, the membership of such person in ECNS may be terminated. Any member expelled under this provision may have a rehearing before the full membership at its next annual meeting, and if two-thirds (2/3) of members present affirmatively vote to set aside the expulsion, the terminated member may then be reinstated to full membership.

Section 7. Resignation. The written resignation from membership of any member shall be presented to the Secretary and Treasurer, but shall not relieve any member from liability for dues accrued and unpaid at the time when such resignation is filed.

Section 8. Dues. Annual dues for the members shall be fixed by resolution passed by the Council at any duly organized meeting. The amount of the annual dues so fixed shall remain in effect until subsequently revised in the same manner. The annual dues shall be payable by the members at the time designated by resolution.

Section 9. Failure to Pay Dues. If any member shall fail to pay dues within ninety (90) days of final notice by certified mail, his/her membership shall automatically terminate on that date by reason of such nonpayment of dues.

Section 10. Reinstatement. Any member who has resigned or who has had his/her membership status terminated because of nonpayment of dues, may be reinstated by the affirmative vote of three-fourths (3/4) of the Councilors present at any regular or special meeting, upon such terms and conditions as the Councilors may determine.

ARTICLE III

Membership Meetings

Section 1. Place and Date of Annual Membership Meeting. The annual meeting of members at which the Councilors and Officers shall be elected shall be held during the month of September of each year, unless otherwise designated by the Council. Membership meetings shall be held at the registered office of the Association or at such other place as the Council or President shall, from time to time, designate.

Section 2. Special Meetings. A special meeting of members may be called at such time and place as shall be selected by the President or by a majority of the Councilors. Upon the written request of one-third (1/3) of the members, the Secretary shall call a special meeting. Notice for any special meeting is to be given in the manner provided in Section 3. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the members of the Association.

Section 3. Notice. Formal notice of all meetings shall be mailed to each member not less than thirty (30) days before the date of the meeting and shall state the time, place and purposes thereof. Notice of meetings shall be mailed to each member at the address shown on the Association's records. For Council meetings electronically held for urgent decisions, the deadline for voting must be notified to Council members by email not less than 15 days in advance.

Section 4. Waiver of Notice. Notwithstanding the provisions of Section 3, a meeting of members may be held, and any action may be taken at the meeting, if notice is waived in writing by every member having the right to vote at the meeting.

Section 5. Quorum. The presence of 5% of the total membership at any given meeting shall constitute a necessary quorum for transaction of business.

Section 6. Voting. At meetings of the membership, each member shall have one vote on any matter submitted for voting. Voting may be taken by voice vote unless one-third (1/3) of members present at the meeting shall demand voting by written ballot.

Section 7. Rules of Procedure. The rules of procedure at meetings shall be according to the most recent edition of these By-Laws.

ARTICLE IV

Council

Section 1. Composition. The Council shall consist of the following members: The President, the President Elect, the Secretary, Treasurer, Assistant Treasurer, and at least nine (9) members, but not more than 12, of the Association elected to the Council by the membership. The Immediate Past President of the Society shall also serve on the Council following her/his term of office. Members of the Association elected to the Council shall be specifically referred to as "Councilors-At-Large”. All members of the Council shall be referred to as "Councilors”. The Chief Editor of Clinical EEG and all Standing Committee Heads shall have seats on the Council if not elected members of the Council. In this case he/she will have no voting rights. An Executive Board will discuss any issue outside of the annual meeting needing immediate action, and shall include the past President, President elect, President, Secretary, and Treasurer, with ad hoc members as consultants as necessary. Once a recommendation is developed, the Executive Board will make a presentation to the full Board via e-mail or phone.

Section 2. Election and Term of Councilors-At-Large. Councilors-At-Large shall be elected at the annual membership meeting. One member shall be elected for each vacant seat occurring on the Council. Candidates for the Councilors-At-Large shall not be nominated for a specific vacancy occurring on the Council but all candidates shall run at large. The election of Councilors shall be by a majority vote of the members present. If no candidate received a majority on the first ballot, the two candidates receiving the greatest number of votes cast shall be candidates on the second ballot and all other candidates shall be dropped, provided, however, that if there be a tie for the second place the candidate receiving the highest number and those tying for second place shall be included in the ballot and balloting shall continue in like manner until a majority is attained. The same procedure shall be followed in filling each of the remaining vacancies for all remaining candidates originally nominated. Councilors-At-Large shall hold office for a three year term and until their successors have been elected. Councilors-At-Large may serve no more than two (2) consecutive three year terms. The Councilors-At-Large terms following the adoption of this By-Law shall be staggered so that the terms of three (3) Councilors-At-Large will expire each year. For destruction of ballots following any election, the procedure set forth in Section 3, Article VI shall be applied.

Section 3. Regular Meetings. Regular meetings of the Council shall be held immediately proceeding and immediately following each annual meeting of the membership at the place where such annual membership meeting shall be held. Regular meetings of the Council shall also be held at such times and places as may from time to time be determined by resolution of the Council.

Section 4. Special Meetings. Special meetings of the Council may be called by the President. In case the President is unavailable the Secretary at the request in writing of a majority of Councilors should call the special meeting. A notice will be sent to each Councilor stating time and place of the meeting at least 15 days in advance. Notice may be waived by the Councilors in writing. For urgent matters, Council meetings may be held electronically, provided that the deadline for voting be notified to all board members not less than 15 days in advance by email.

Section 5. Participation by Conference Telephone. A Councilor(s) may participate in a meeting of the Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, provided, however, that a majority of Councilors consent in writing to the recording of such communications and provided further that such recording is made and becomes a part of the official records of the Association. Participation by such means shall constitute presence in person and attendance at a meeting.

Section 6. Vacancy. The Council may fill any vacancy which occurs in the office of an elected Councilor prior to the next annual meeting of the membership, at which time the membership shall fill such vacancy for the balance of the term of the vacant office.

Section 7. Quorum. A majority of Councilors shall constitute a quorum to transact business at any meeting of the Council.

ARTICLE V

Duties of the Council

Section 1. Duties. The Council shall

  1. Manage the affairs of ECNS, except as may otherwise be provided in the Articles of Incorporation or these By-Laws.
  2. Establish major administrative policies governing the affairs of the Association and provide for the growth and development of the organization.
  3. Act upon applications for membership as required by Article II.
  4. Appoint all committees not otherwise provided for in these By-Laws.

ARTICLE VI

Officers

Section 1. Number. The Officers of this Association shall be a President, President-Elect, Secretary, Treasurer, and an Assistant Treasurer. The Officers shall perform the duties usually performed by such Officers, together with such duties as shall be prescribed by the By-Laws or by the Council.

Section 2. Election and Term. The President, Secretary, and Treasurer shall be elected at the annual membership meeting by simple majority vote of members present and voting. All Officers shall hold office for two consecutive years. The Assistant treasurer will be nominated by Treasurer and approved by Board. Officers may serve no more than two (2) consecutive two year terms, with the exception of the Treasurer who may serve 3 consecutive terms. The terms of office of all officers shall commence at the adjournment of the annual membership meeting.

ARTICLE VII

Duties of Officers

Section 1. President. The President shall be Chairman of the Council, of all membership meetings, and shall serve as an ex-officio member of all committees.

Section 2. President-Elect. The President-Elect, upon the expiration of the President's term, shall assume the office of President for the ensuing two years. In the absence of, or in the event of a vacancy in the office of, the President, the President-Elect shall assume the duties of the President.

Section 3. Secretary. The Secretary shall preserve all papers, letters, and transactions of the Society. It shall be the duty of the Secretary to give notice of and attend all meetings of the membership and the Council, and to keep a record of action taken at the meetings. The Secretary shall have custody of the corporate seal and shall perform such other duties as are incident to the office or as specified by the Council.

Section 4. Treasurer. The Treasurer shall collect, receive and have charge of all funds of the Society, shall have deposited such funds in a bank designated by the Council, and shall provide for the expenditure of such funds. The Treasurer shall report to the Council the financial standing of the Society whenever requested to do so by the President and shall make a full financial report to the Association at the membership meeting.

          Assistant Treasurer. The Assistant treasurer shall assist the Treasurer as necessary.

Section 5. Removal of Officers. Any officer may be removed by the Council whenever in its judgment the best interests of the Association will be served thereby. The removal of any Officer shall be without prejudice to the professional rights, if any, of such Officer so removed. Failure to attend two consecutive board meetings shall result in discontinuation of the term as Council Member unless otherwise unanimously decided by the Council. The motivation for the exception must be provided in the minutes of the Council meeting.

Section 6. Standing Committees. The following Standing Committees shall be appointed at or immediately after each membership meeting by the Council to serve until the next meeting, and until their respective successors are appointed.

  1. Membership.
  2. Conference Planning. This committee will be responsible for the planning of the annual meetings.
  3. Pharmaco-EEG.
  4. Publication & Website.
  5. Examination Workgroup.
  6. Awards.

The committees shall consist of at least five (5) members. Each committee has to provide a report at each annual meeting.

Ad-Hoc Committees. The Board may vote to form ad-hoc committees on an as needed basis. The committees shall consist of at least five (5) members. Each committee shall provide a report at each annual meeting.

ARTICLE VIII

Nominations

Section 1. Nominations by Council. At each annual membership meeting, the council shall make nominations for Officers and Councilors-At-Large. Nominations shall be decided upon by at least a majority of the Council

Section 2. Nominations from the Floor. Nominations may also be made at the annual meeting by the voting members. Any such nomination shall be accomplished by the delivery, in writing, of the nomination to the Chairman. After receipt of any such nomination, the nomination for office shall be included with those made in accordance with Section 1 of this Article VIII.

Section 3. Exceptions. Only nominations made as herein before provided shall be in order, except that if there shall be so nominated for any office or to succeed any Councilor whose term then expires, no member who is able and willing to serve, nominations to supply such omission may be made from the floor at any membership meeting.

ARTICLE IX

Executive Secretary

Section 1. Executive Secretary. The Council may employ an Executive Secretary to assist in the management of the Association, for such term and salary as the Council may determine. The Executive Secretary shall receive notice of, and shall be entitled to attend, all meetings of the membership and of the Council. The Executive Secretary shall not vote or hold any other office in the Association. With the consent of the Council, Officers of the Society may delegate responsibilities specified in these By-Laws to the Executive Secretary.

ARTICLE X

Financial Statement

Section 1. Financial Statement. The Treasurer shall present a yearly Financial Statement at the Annual Meeting.

ARTICLE XI

Indemnification of Officers, Councilors, Trustees and Employees

Section 1. Indemnification of Officers, Councilors, Trustees and Employees.

To the extent permitted by Tennessee law, each person who acts as an Officer, Councilor, Trustee, or employee of the Association, shall be indemnified by it against the costs and expenses, including attorney's fees and amounts of judgments, if any, which may be imposed upon or reasonably incurred by him in connection with any action, suit or proceeding, or in connection with any appeal therein, in which he may be a party by reason of his being or having been such Officer, Councilor, Trustee, or employee or by reason of any action alleged to have been taken or omitted by him in either capacity, provided, that the right of indemnification herein provided for shall not extend with regard to costs, expenses or amount of judgments, imposed upon or incurred by any Officer, Councilor, Trustee or employee of the Association in relation to matters as to which he shall be finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duties as such Officer, Councilor, Trustee or employee, or to any sum paid by him to the Association in settlement of any action, suit or proceeding based upon such gross negligence or willful misconduct.

The right of indemnification herein provided for shall inure to each of the Officers, Councilors, Trustees or Employees of the Association whether or not he is acting as such at the time such costs and expenses, including attorney's fees and judgments, if any, are imposed or incurred, and whether or not the claim asserted against him is based on matters which antedate the adoption of this Article of the By-Laws, and in the event of his death shall extend to his legal representatives; but such right shall not be exclusive of any other right to which he may be entitled.

ARTICLE XII

Offices and Registered Agents

Section 1. Principal Office. The principal office of the Association shall be located c/o Newton Agrawal, M.D. Treasurer, Department of Psychiatry and Behavioral Sciences, Quillen College of Medicine, Building 52, PO Box 70567, Johnson City, TN, 37614, • Email: ecns@ecnsweb.com and there may be such other offices as the Council may designate.

Section 2. Change. The registered office of the Association and the registered agent may, from time to time, be changed by the Council.

ARTICLE XIII

Amendments to By-Laws

Section 1. Amendments to By-Laws. These By-Laws may be amended, repealed or new By-Laws adopted, by the Council, and by two-thirds (2/3) of the members present and voting at a membership meeting. Notice of any such amendment, repeal or adoption of By-Laws shall be given to the membership in the formal notice provided by Article III, Section 3, prior to any vote by the membership on any proposed change to the By-Laws.

 

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