Charter – International Society for Behavioural Neuroscience

Bylaws of the International Society for Behavioural Neuroscience (ISBN)

BY LAWS

INTERNATIONAL SOCIETY FOR BEHAVIOURAL NEUROSCIENCE, INC.

A NOT-FOR-PROFIT CORPORATION

INCORPORATED UNDER THE LAWS OF

THE DISTRICT OF COLUMBIA

ARTICLE I – OFFICES

The principal office of the corporation shall be in the District of Columbia.

The corporation may also have offices at such other places within or without this state as the executive committee may from time to time determine or the business of the corporation may so require.

ARTICLE II – PURPOSES

The purposes for which this corporation has been organized are as stated in the Articles of Incorporation, which may be amended as required.

The Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as an exempt organization under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Specifically, The purpose of the International Society for Behavioural Neuroscience is to foster interaction and discussion among people working in the field of behavioural neuroscience, with an emphasis on relative newcomers to the discipline. It is intended that this group be small, informal, and international.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Nothwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or state or local government for public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III – MEMBERS

QUALIFICATIONS FOR MEMBERSHIP. Membership in the organization is open to people working in the field of behavioural neuroscience. Candidates for membership must have completed their Ph.D. or equivalent degree and be engaged in research with direct relevance for understanding Neuroscience.

COMPOSITION OF MEMBERSHIP. The total number of members of the corporation shall not exceed 150. In order to ensure that the main focus rests with human neuropsychology, at least 50% of the members should conduct research with human subjects. A maximum of 10 new members per year will be admitted until the membership totals 150; after that, new members will be admitted only when vacancies in the membership arise. The majority of members will have received their Ph.D. within the 10 years prior to membership, and are actively engaging in research as demonstrated by their record of presentations and publications. Given that the total membership is restricted to 150 people, 120 members will be admitted within the 10-year post-Ph.D. rule, and 30 places will be reserved for members who received their Ph.D.s greater than 10 years prior to joining. The maximum number of members admitted per year may be waived by a majority vote of the Executive Committee when they feel it is in the best interest of the organization.

MEMBERSHIP ADMISSION PROCESS. The membership committee will review applications from prospective new members. Individuals wishing to become members should apply in writing to the membership committee, and include their CV. Such individuals are required to provide two letters of support, at least one of which must come from a current member. A current member can sponsor only one new member each year. Prospective new members must attend a conference and give a presentation on their work in the open paper session or in a symposium. Not more than 50% of the slots in the paper sessions will be devoted to new applicants. In the event that there are more applicants than spaces available for presentation, the membership committee will select papers for presentation. The selection process will attempt to ensure balanced representation of different domains of interest within the group at large. Current members will vote on the candidates by secret ballot at the business meeting. Applicants will be informed of the outcome of the vote by email after the conference. Unsuccessful applicants may reapply for membership in the following year.

CONFERENCE ATTENDANCE. To encourage active participation, members are expected to attend at least one of every three consecutive conferences. Any member absent for two consecutive conferences will be reminded by email that he/she is expected to attend the following conference. Except for exceptional circumstances, the third absence entails loss of membership. The membership committee will have the discretion of deciding which reasons for non-attendance are considered exceptional. It is the responsibility of the member to communicate with the Membership chair regarding excused absences. Failure to respond to communications from the Membership chair after a third absence may be grounds for loss of membership. Dues payment is required, even in the event of excused absences. Failure to pay back dues may influence membership committee decisions regarding excuses for missed meetings.
DUES PAYMENT. Yearly payment of membership dues is required. Increases in the yearly fee may occur as recommended by the Executive Committee based on the operating expenses of the society, and adjustments to the fee require approval by majority vote of the membership. Payment of yearly dues is required to participate in ISBN business. Remittance of current dues and any past-due balances is required to bring a membership current (see Section 6 below).
DEFINITION OF MEMBER IN GOOD STANDING. For the purposes of quorum, charter votes, and all other ISBN business (aside from the membership cap in Article III – Section 2) the following definition shall apply: A member in good standing is a member who has attended a meeting within the last three years and is current on dues.

ARTICLE IV – DIRECTORS

MANAGEMENT OF THE CORPORATION. The corporation shall be managed by the board of directors, which shall consist of at least eight members, and which shall be known as the Executive Committee. Each director shall be at least eighteen years of age.

ELECTION AND TERM OF DIRECTORS. The executive committee is elected by the general members at the business meeting of the annual conference. The term of office will be two years, and the maximum time that any one person can occupy any one executive position is two consecutive terms. If a director is elected to fill the unexpired term of a predecessor, the elected director shall still be eligible to serve two full consecutive terms at the conclusion of the unexpired term of the predecessor. The terms of the members of the executive shall be staggered in order to ensure continuity. In alternate years, elections will be held for four executive positions: the president, treasurer and two members-at-large members in one year, and the vice-president, secretary and the two other members-at-large in the alternate year.

INCREASE OR DECREASE IN NUMBER OF DIRECTORS. The number of directors may be increased or decreased by a vote of a 2/3 vote of all of the members. No decrease in number of directors shall shorten the term of any incumbent director.

NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the executive committee for any reason may be filled by election of the general membership at the annual meeting, unless otherwise provided in the articles of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.

REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause by action of the general membership. Directors may be removed, by majority vote of the general membership, due to nonfulfillment of duties required by executive committee or general membership, misconduct, theft or misrepresentation of the organization

RESIGNATION. A director may resign at any time by giving written notice to the executive committee of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the executive committee, and the acceptance of the resignation shall not be necessary to make it effective.

QUORUM OF DIRECTORS. Unless otherwise provided in the articles of incorporation, a quorum of the executive committee is necessary for the transaction of governance activities shall consist of six people.

ACTION OF THE EXECUTIVE COMMITTEE. Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the executive committee. Each director present shall have one vote. In decision-making by the committee, any split decisions will be decided by the president’s vote.

PLACE AND TIME OF EXECUTIVE COMMITTEE MEETINGS. The executive committee may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine. Executive committee members may also participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with one another or through any technology allowable under law. Such participation in the meeting shall constitute presence in person at the meeting.

REGULAR ANNUAL MEETING. A regular annual meeting shall be held. The annual meeting shall be held on the same continent for no more than two consecutive years. Meetings last from three to four days. Each conference will contain at least two symposia, with a mixture of invited non-members and voluntary and/or invited membership participation. Topics and the location of the conference for the following year will be discussed at the business meeting and voted on by the members present. At each conference there will be at least one open paper session to allow members to give short talks (20 minutes) on their current research. Attending members are allowed to bring guest(s) from their laboratories to the meeting. Guests are welcome to accompany the group members to enjoy the facilities and the social events. A cap on the total number of guests, and the number of guests per attendee may be set at the discretion of the executive committee based on projected conference attendance. Members wishing to bring guests should contact the Executive Committee.

NOTICE OF MEETINGS OF THE EXECUTIVE COMMITTEE, ADJOURNMENT. Regular meetings of the executive committee may be held without notice at such time and place, as it shall from time to time determine. Special meetings of the executive committee shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

CHAIRMAN. At all meetings of the executive committee, the president shall preside. In the absence of the president, a chairperson chosen by the committee shall preside.

EXECUTIVE AND OTHER COMMITTEES. The executive committee, by resolution adopted by a majority of the entire committee, may designate from among the general membership of other committees, each consisting of three or more members. Each such committee shall serve at the discretion of the executive committee.

ARTICLE V – OFFICERS

OFFICES, ELECTION, TERM. Unless otherwise provided for in the articles of incorporation, the executive committee shall include a president; a vice-president, a secretary, and a treasurer, who shall have such duties, powers and functions as hereinafter provided. The committee shall also include four members-at-large All officers shall be elected by the general membership in alternate years at the annual meeting. Each officer shall hold office for the elected or appointed term and until a successor has been elected or appointed and qualified.

REMOVAL OR RESIGNATION. In the event of the death, resignation or removal of an officer, the executive committee will initiate an election to fill the position, either at the annual meeting or by email.

PRESIDENT. The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the members and of the executive committee. The president shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the executive committee or general membership are carried into effect.

VICE-PRESIDENT. During the absence or disability of the president, the vice-president shall have all the powers and functions of the president. The vice-president shall perform such other duties, as the executive committee shall prescribe.

TREASURER. The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect. The treasurer shall, when duly authorized by the executive committee, sign and execute all contracts in the name of the corporation. The treasurer shall also sign all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the executive committee. The treasurer shall at all reasonable times exhibit the books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, the treasurer shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the members, at which time the treasurer shall also present an annual report setting forth in full the financial conditions of the corporation.

SECRETARY. The secretary shall keep the minutes of the executive committee and the minutes of the members. The secretary shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the executive committee. The secretary shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the executive committee may direct. The secretary shall attend to such correspondence as may be assigned, and perform all the duties incidental to the office of secretary. The secretary shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the corporation, showing their places of residence and the time when they became members.

MEMBERS AT LARGE. Members at large (refered to as “Ordinary Members” in the original charter) shall fill roles of the acting treasurer and acting secretary in the absence or vacancy of the treasurer or secretary until a replacement is elected. Members at large will also fill the roles of membership committee chair, abstract coordinator, webmaster, and other ad hoc roles deemed necessary by the executive committee.

ARTICLE VI – CONSTRUCTION

If there is any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the articles of incorporation shall govern.

ARTICLE VII – VOTING AND AMENDMENTS

For business conducted by the general membership, a quorum of the total membership (consisting of 50%+1 of existing Members in Good Standing) is required. Voting is conducted electronically (with the exception of meeting-specific business, see below). Electronic voting is considered to have achieved a quorum, as it is accessible to all Members in Good Standing at the time the vote closes. Voting conducted electronically shall have no less than a one-week period of ballot access. By-laws may be adopted, amended, or repealed by 2/3 of the votes cast by Members in Good Standing; other motions that do not involve a modification of the by-laws require a majority vote.

An exception of the quorum and electronic-voting requirements are granted for votes that occur exclusively at the Annual Meeting (consisting of election of new members, election of the executive committee, and election of 2 ISBN-sponsored dinners at scientific conferences). For these votes, a majority of meeting attendees who are Members in Good Standing is required to carry a motion. Other motions raised and approved by majority vote of meeting attendees will be presented electronically to the membership and voting will be conducted by an electronic poll of all Members in Good Standing as described above.

ARTICLE VIII – CONDUCT

Because of its strong beliefs in high moral standards, the organization reserves the right to expect from all of its officers and directors to maintain moral standards and social values in keeping with scientific and academic ethical guidelines.

ARTICLE IX – INDEMNITY

The Corporation shall indemnify its directors, officers, and employees as follows:

At the discretion of the executive committee, every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed in connection with any proceeding to which the director, officer or employee may be made a party, or in which the director, officer, or employee may become involved, by reason of being or having been a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the Corporation, whether or not the individual is a director, officer, employee, or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee, or agent is adjudicated guilty of willful misfeasance or malfeasance in the performance of duties. The Corporation shall provide any person who is an officer, director, employee, or agent of the Corporation or was serving at the request of a director, officer, employee, or agent of the Corporation the indemnity against expenses of suit, litigation, or other proceedings that is specifically permissible under applicable law.

ARTICLE X – Procedures in the Event of Global Emergency and Emergency Powers

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

In the event that an annual meeting cannot be held (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.). Given the importance that ISBN places on conducting elections in person at the annual meeting, elections will resume at the next annual meeting, following the alternating order outlined in Article IV, Section 2.

If any member of the executive committee wishes to step down in the interim, an online vote may be held, following the provisions of standard voting procedures outlined in Article V, Section 2. Consistent with Article IV, Section 4 (Newly Created Directorships and Vacancies) and Article VII, Section 2, the director elected to fill a vacancy caused by resignation, death, or removal will expire at the next annual meeting. In accordance with Article VII election of a new director will occur with a majority vote of all members in good standing.

The executive committee shall have the power to cancel an annual 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. Likewise, refunds to paid conference registrations may be considered by the executive committee in a manner consistent with the overall fiscal health of the society. All emergency actions will be communicated to the membership by the executive committee by email.

The foregoing By-Laws were adopted by the executive committee of the International Society for Behavioural Neuroscience, Inc. on the 20th day of April, 2016 and ratified by the membership on the 5th day of January, 2017. These bylaws replaced the original charter of ISBN, which was originally ratified on June 8th 1995.

Summary of Changes from the Amendments passed June 3rd, 2017:

Article III, Section 2 – The follow text was added: The maximum number of members admitted per year may be waived by a majority vote of the Executive Committee when they feel it is in the best interest of the organization.

Article III, Section 4 – The following text was added: Letter was changed to email

Article III, Section 4 – The following text was added: It is the responsibility of the member to communicate with the Membership chair regarding excused absences. Failure to respond to communications from the Membership chair after a third absence may be grounds for loss of membership. Dues payment is required, even in the event of excused absences. Failure to pay back dues may influence membership committee decisions regarding excuses for missed meetings.

Article III: Sections 5 and 6 were added as follows:

DUES PAYMENT. Yearly payment of membership dues is required. Increases in the yearly fee may occur as recommended by the Executive Committee based on the operating expenses of the society, and adjustments to the fee require approval by majority vote of the membership. Payment of yearly dues is required to participate in ISBN business. Remittance of current dues and any past-due balances is required to bring a membership current (see Section 6 below).
DEFINITION OF MEMBER IN GOOD STANDING. For the purposes of quorum, charter votes, and all other ISBN business (aside from the membership cap in Article III – Section 2) the following definition shall apply: A member in good standing is a member who has attended a meeting within the last three years and is current on dues.

Article IV – Section 10: Attendees was changed to attending members

Article IV – Section 10: The following text was added: “A cap on the total number of guests, and the number of guests per attendee may be set at the discretion of the executive committee based on projected conference attendance. Members wishing to bring guests should contact the Executive Committee.”

ARTICLE VII – Was changed from Amendments to VOTING and AMENDMENTS, the original text was, “The by-laws may be adopted, amended, or repealed by 2/3 vote of the general membership at the time they are entitled to vote in the election of the executive committee. For all business conducted by the general membership, a quorum of the total membership (consisting of 50%+1 of existing members) is required.”

This was replaced with the text below.

Summary of Changes from the Amendments passed June 9rd, 2020:

Article X – Procedures in the Event of Global Emergency and Emergency Powers was added, in its entirety.