Constitution/By-laws

Download the DNTS Constitution and Bylaws.

 

Constitution and Bylaws of the

Developmental Neurotoxicology Society

(As of January, 2017)

 

Constitution

 

Article IName and objectives

 

Section 1. This Society, formerly known as NEUROBEHAVIORAL TERATOLOGY SOCIETY (NBTS) shall henceforth be known as the DEVELOPMENTAL NEUROTOXICOLOGY SOCIETY (DNTS).

 

Section 2. Offices. The principal office of the Society shall be located at the Cincinnati Children's Research Foundation, Cincinnati, Ohio, and the mailing address shall be located in the city of residence of the Secretary. The Society may also have offices at such other places as the Council may from time to time establish for the purposes the Society may require.

 

Section 3. The objective of the Society shall be to stimulate scientific interest in and promote the exchange of ideas and information about problems of abnormal neurobehavioral development at the fundamental or clinical level.

 

Article IIMembership

 

Section 1. There shall be the following types of memberships:

 

(A) Regular

(B) Associate

(C) Sustaining

(D) Emeritus

(E) Provisional

 

  1. Regular membership in the Society shall be open to persons who have demonstrated substantive interest in its purposes, as determined by the Membership Officer (Article III, Sections 1 and 2). Nominations are submitted to the Membership Officer. No individual may hold any office or serve on Council or any committee, or be considered for these positions, if he (she) is not a member in good standing for the year(s) corresponding to their term of service.

 

  1. Associate Members shall be (a) persons with a baccalaureate degree who are registered as full-time candidates for a higher degree and who wish to participate in activities of the Society, (b) persons without a doctoral degree who are employed as

technical staff in support of the research of a Regular Member of the Society and who wish to participate in activities of the Society, or (c) postdoctoral fellows. Applications for

Associate Membership must be sponsored by a Regular Member of the Society and transmitted to the Membership Officer (Article III, Section 2). Names of nominees will be presented to the membership at the Annual Meeting for election as Associate Members of the Society by a majority vote of those present. Associate Members shall be voting members of the Society but may not stand for office in the Society. Associate Members will be required to verify to the Membership Officer on a yearly basis that they are still enrolled as full-time candidates for a post-baccalaureate degree, remain research assistants, or are in postdoctoral fellowship positions.

 

  1. C. All organizations interested in any aspect of developmental neurotoxicology shall be eligible for sustaining membership. Each sustaining member shall have the privilege of being represented without a vote at meetings of the Society by one delegate appointed by the sustaining member.

 

  1. D. Members who have retired from their professional posts shall become Emeritus members upon notification to the Secretary. Emeritus members shall have all the voting rights and privileges of active members and are exempt from payment of annual dues.

 

  1. E. Nominees for Regular or Associate Membership may be granted standing as

Provisional members by majority vote of the Membership Committee (Article VI, Section

2) prior to the Annual meeting. Provisional members may submit abstracts to the

Annual Meeting and register at the member or associate member rate but not receive the journal until dues are paid, may not hold office, be appointed to Committees, or vote. Names of nominees will be presented to the membership at the Annual Meeting for election to membership by a majority vote of those present.

 

Section 2. Regular, Associate, Provisional, and Sustaining members shall pay to the Society annual dues as specified in the Bylaws.

 

Section 3. Termination of Membership. Membership in the Society shall cease through any of the following:

 

(a) By resignation.

(b) If a Provisional member is not elected to the Society by membership vote at the

Annual Meeting.

(c) If a member has defaulted in the payment of annual dues.

(d) If, after consideration of a report from the Council, the majority of the members of

the Society responding to an online ballot decide that a member shall be expelled

from membership on the grounds that his (her) conduct is detrimental to the honor

or interests of the Society and its objectives, or is calculated to bring the work of

the Society or its members into disrepute.

 

Section 4. Reinstatement. Members who have resigned or who have been dropped for nonpayment of dues may apply for reinstatement on application to the Membership Officer.

Applications for reinstatement are reviewed by the Membership Officer for approval by Council. Reinstatement of approved applicants becomes effective when the Treasurer receives payment of dues for the year in which reinstatement is granted.

 

Section 5. The right of any member to vote and all rights, title and interest, both legal and equitable, of a member in the Society shall cease on termination of his (her) membership.

 

Section 6. Unless explicitly stated to the contrary, the primary method of communication and dissemination of non-confidential information among DNTS members is electronic. Members who do not wish to receive communications from the Society electronically may receive them via the U.S. Postal Service mail at the Society’s discretion.

 

 

Article IIIOfficers

 

Section 1. The Officers of the Society shall be a President, a President-Elect, a Secretary, a Treasurer, a Membership Officer, and an Archivist. The term for each officer shall begin on or about July 1 at the close of the Annual Meeting in which he or she was installed.

 

Section 2. Election and Qualifications. The Officers of the Society (except the archivist) shall be elected by a majority vote of the members voting by electronic balloting, including but not limited to e-mail ballots or by casting ballots on a secure website. No individual may hold any office, or be considered for office, if he (she) is not a member in good standing for the year(s) corresponding to their term of office. Their terms of office shall begin at the close of the Annual Meeting. The President and President-Elect shall serve for one (1) year, the Secretary, Treasurer, and Membership Officer for two (2) years. The Archivist will be appointed by the President for three (3) years and is eligible for reappointment. The President-Elect shall automatically assume the Office of the President at the end of his (her) one-year term of office or at any time the Office of the President becomes vacant. In the latter instance, he or she may succeed himself (herself), but this is the only circumstance under which an individual may succeed himself (herself). Nevertheless, an individual may serve up to two (2) terms as President so long as the terms are not successive. The Secretary, Treasurer, and Membership Officer may be re-elected once successively or otherwise. No individual may hold more than one office at a time. This shall include the position of Editor-in-Chief of the Journal, but excludes members of the Publications Committee.

 

Section 3. Vacancies. If any office of the Society other than that of the President becomes vacant during the intervals between the meetings of the Society, the Council may elect, by majority vote, in person or by electronic balloting, including but not limited to e-mail ballots or by casting ballots on a secure website, an Officer to fill a vacancy. An Officer so elected shall serve until the next meeting of the Society and the election of his (her) successor. Said election will follow the procedure as described in Article VI, Section l.

 

Article IVCouncil

 

Section 1. Control and Administration of the Society. The control and administration of the Society shall be vested in a Council consisting of the Officers, the most recent Past-President of the Society, who will serve on the Council for one (1) year, three (3) elected members of the Society (Councilors), a Liaison member of Council, and a non-voting associate member representative. The Chairpersons of all committees shall be ex-officio voting members of Council. The Officers of the Society shall serve on the Council during their terms of office. The remaining regular members of the Council shall serve for a term of three (3) years and shall not be eligible for re-election to the same post for two (2) years after retiring from office. The President of the Society shall be Chairperson of the Council. No individual may serve on Council if he (she) is not a member in good standing for the year(s) corresponding to their term of office.

 

Section 2. The three (3) elected members of Council shall serve for a period of three (3) years. The term of office for each elected member of Council shall expire during different years. The term of the new member of Council shall begin at the close of the Annual Meeting in which he or she was installed.

 

Section 3. The Liaison member of Council shall be elected for a term of three (3) years, the term of the new Liaison shall begin at the close of the Annual Meeting in which he or she was installed.

.

The purpose of this office is to serve as a liaison between the Society and any other organization with which the Society may wish to interact for purposes of scientific interchange of information, or for sponsorship of symposia, workshops or meetings on topics related to developmental neurotoxicology. This member of Council will serve, therefore, to represent the interests and intentions of the Society in all interactions with other organizations as the President, a majority of Council, or a majority of the voting membership may direct.

 

Section 4. A representative of the Associate members may be appointed annually by the

President. This representative will be a non-voting member of the Council and will serve to represent and voice the concerns of the Associate membership. Term will begin at the close of the Annual Meeting in which he or she was installed.

 

Section 5. Vacancies. Any vacancy of the Council, other than of Officers, may be filled by electronic balloting, including but not limited to e-mail ballots or by casting ballots on a secure website, of the majority of the remaining members of the Council. Any member so elected shall hold office until the next Annual Meeting.

 

Section 6. Powers. The Council shall pass on nominations for membership, approve the time and place for meetings, determine the nature and conduct of meetings, advise on policies of the Society, be responsible for the funds of the Society, and conduct such other business of the Society as may be desirable.

 

Article VJournal

 

Section 1. The Journal. The sponsored scientific journal of the Society shall be Neurotoxicology and Teratology by contractual agreement with its Publisher, Elsevier, Inc., 655 Avenue of the Americas, New York, NY 10010-5107. The Society shall adhere to the terms of said contract in good faith and shall exercise all rights and privileges afforded it under its terms, including the right to cancel the contract under the termination provisions set forth therein. The Society agrees that subscription to the Journal shall be an integral part of membership and shall be incorporated into the dues structure of the Society for all members. The Society shall ensure that no fewer than 75% of all members subscribe to the Journal.

 

Section 2. Governance. The Society shall elect six (6) members to serve on the Editorial Board of the Journal for terms of three (3) years. Re-election to the Editorial Board is not limited. The Editorial Board members elected by the Society shall constitute the Publications Committee of the Society. The committee shall put forth nominations from the committee for a chairperson from which Council shall make the final selection. The chairperson shall preside at meetings of the committee. The chairperson shall also serve terms of two (2) years and may not serve for more than three terms in this capacity. The chairperson shall seek the advice of the Publications Committee and Council in representing the interests of the Society to the Editor-in-Chief, the Publisher, and the entire Editorial Board of the Journal. The chairperson cannot simultaneously serve as chairperson and as Editor-in-Chief or as a Section Editor of the Journal.

 

Section 3. Editor-in-Chief. The Editor-in-Chief must be a member of the Society. The Editor-in-Chief serves under contract to Elsevier, Inc. for terms of three (3) years, with options for renewal contracts which cannot exceed three (3) years. Responsibility for editorial material, control over selection, and substantive editing shall be vested in the Editor-in-Chief. The Editor-in-Chief shall be appointed by Elsevier based on recommendations from Council.

 

Section 4. Section Editors. In consultation with the Publications Committee (Article VI,

Section 4), the Editor-in-Chief will nominate candidates for appointment as Section

Editors. Appointments will be made by Elsevier.

 

Section 5. Abstracts. The Society has the option of publishing abstracts of its Annual Meeting in the Journal for a rate negotiated with Elsevier and to receive 200 free copies thereof. Editorial control of such material shall be the responsibility of the President of the Society.

 

Section 6. Society Business. The Society has the option to publish news, commentary, and other material pertaining to the business of the Society in the Journal. Editorial control of such material shall be the responsibility of the Secretary of the Society.

 

Article VIStanding Committees

 

Section 1. The Society has seven (7) standing committees either appointed or elected, and include a Nominations Committee, Finance Committee, Publications Committee, Constitution and Bylaws Committee, Public Affairs Committee, Awards Committee, and Program Committee. Where applicable, the term for each committee member shall begin on or about July 1 at the close of the Annual Meeting in which he or she was installed.

 

Section 2. Nominations Committee. The committee shall be composed of the three past Presidents, each of whom serves a term of three (3) years. During the third year of a term, that member shall serve as chairperson. The Nominations Committee members shall avoid real or apparent conflicts of interest. Examples of potential conflict that must be avoided include nomination of a current member of the Nominating Committee; nomination of a mentor by his or her student; nomination of an administrator by his or her subordinate; and nomination of an individual by his or her spouse. The Nominations Committee shall submit a slate of at least two nominees for each of the outstanding vacancies to each member, electronically, at least sixty (60) days before the Annual Meeting. Space must be supplied on the ballot to permit write-in votes for each open position.  Each nominee must agree to have his (her) name placed on the slate before the slate is released to the membership. Elections will be electronic on a secure website (including those for amendments to the Constitution) received by the Chairperson of the Nominations Committee or another individual designated by the President thirty (30) days prior to the Annual Meeting. The Chairperson shall notify candidates of election results at least fifteen (15) days prior to the Annual Meeting.

 

Section 3. Finance Committee. A Finance Committee shall be appointed by the President to audit the finances of the Society and report to the membership at the Annual Meeting. The Committee will also be responsible for the solicitation, by various mechanisms, of funds from potential sponsors, corporate and otherwise as well as the evaluation of alternatives for financial investment. The Committee shall be composed of three members, one member per year appointed by the President, term beginning July 1 of the year of appointment, and serving a term of three years. During the third year of a term, that member shall serve as Chairperson.

 

Section 4. Publications Committee. The Society shall elect six (6) members to a Publications Committee (see Article V) for terms of three (3) years by the methods used to elect officers and councilors (Article III). Two (2) members shall be elected every year. Election to the Publications Committee conveys membership on the Editorial Advisory Board of Neurotoxicology and Teratology. Members of the committee are expected to review manuscripts for the Journal at the request of the editors; to contribute to decisions regarding the direction, focus and growth of the Journal; and to demonstrate a commitment to preserving and improving the quality of the Journal. It is expected that members of this committee will attend meetings of this committee held during the Annual Meeting. If they cannot attend two years in a row, they may be replaced at the discretion of Council. It is the responsibility of the Chair of the Committee together with the Secretary and outgoing President to ensure that newly elected members’ names are sent to the Editor-in-Chief immediately following the election. The Editor-In-Chief shall forward the newly elected Publications Committee members to the Publisher to post as members of the Editorial Board. The list of new members will include a list of those rotating off the Editorial Board.

 

Section 5. Constitution and Bylaws Committee. The Constitution and Bylaws Committee shall suggest changes to the Constitution and Bylaws of the Society. The Committee also shall consider suggested changes submitted by Council or members of the Society and keep the Constitution up to date. Proposed revisions and/or amendments of the Constitution and Bylaws will be placed in final form by the Committee and electronically mailed to the membership together with the appropriate discussions (see Articles VII). The Committee shall be composed of three members, one member per year appointed by the President, beginning July 1 of year of appointment, and serving a term of three (3) years. During the third year of his (her) term, a member shall serve as Chairperson. In addition, the President shall serve as an ex-officio member of the Committee.

 

Section 6. Public Affairs Committee. The Public Affairs Committee shall have three functions: (1) Develop informational and educational materials concerning Society activities and other relevant subjects; (2) recommend individuals with special expertise, either within or outside the Society, when requested by various groups or government agencies; and (3) respond to specific inquiries from outside groups either directly or through the use of subcommittees appointed by the Chairperson. Actions taken by the Committee or subcommittees are subject to the approval of the Society's President and/or Council. The Committee shall consist of a Chairperson and six (6) members, and will include representation from various backgrounds, such as basic and clinical sciences, and academic, industry, and government sectors. The Chairperson shall be appointed by the President with the approval of Council and shall serve a term of three (3) years, beginning July 1 of year of appointment. Two (2) Committee members per year shall be appointed by the President, following consultation with the Chairperson, and shall serve a term of three years.

 

Section 7. Awards Committee. The Awards Committee shall consist of three (3) members of the Society, with a new member appointed each year by the President. Each member serves a three-year term and serves as the Committee Chair in the last year of his/her term. The Awards Committee judges the applications for Conference awards, the Richard Butcher New Investigator award, and the Patricia Rodier Mid-Career Award in Research and Mentoring. The recipient of the Rodier Award will be selected in consultation with the Teratology Society Awards Committee. Conference awards are designed to defray a portion or all of the cost of attending the annual meeting for graduate students, postdoctoral fellows and laboratory assistants who have contributed significantly to research. Conference award applicants must be the first author and presenter of a paper or poster at the Society's annual meeting. The Richard Butcher New Investigator award is for the best paper by a new investigator in the field. The paper must either be published or in press in the two calendar years prior to the annual meeting. The applicant must be first author of the paper. The remaining criteria for selection shall be determined by the Awards Committee. The winner's expenses associated with travel to the meeting will be paid by the Society, and the winner will present the paper at the Society's annual meeting. There is no requirement that nominees or nominators be members of the Society. The Patricia Rodier Mid-Career Award in Research and Mentoring is a joint award with the Teratology Society. The nomination and selection processes will involve both societies. Nominees must be between at least 10 years and no more than 20 years from the date of their last formal training (e.g., degree conferral, completion of their postdoctoral fellowship, residency program, clinical fellowship, etc.) and must be nominated by a member of either the Developmental Neurotoxicology Society or the Teratology Society, but is not required to be a member of either Society. The awardee’s expenses associated with travel to the meeting, and an honorarium, will be paid by the two societies jointly. The awardee will give a presentation related to his/her research at a jointly-sponsored session at the annual meetings. Committee members cannot nominate applicants for awards, and precautions shall be taken to avoid any other conflict of interest.

 

Section 8. Program Committee. A Program Committee shall be formed each year for the purpose of planning the scientific program for the annual meeting. The Program Committee shall be composed of the President, President-Elect, and first Past President of the society and 1 to 3 additional members of the Society appointed by the President (total membership 4-6 members). The President will serve as chair of the Program Committee. Appointed members shall serve for a term of one (1) year coincident with the president’s term. The incoming president serves for three years: one year as President-Elect, one (1) year as President, and one (1) year as first Past President to provide continuity.

 

Section 9. Other Committees. Other committees necessary to promote the objectives of the Society shall be appointed by the President to serve through her (his) term of office, and shall be subject to re-appointment by a majority vote of Council at which a quorum is present during the Annual Meeting that marks the end of the appointing President's term and annually thereafter. Failure of the Council to consider the continuance of a thus appointed committee at its Annual Meeting shall be construed as approval for the committee to continue for another year.

 

Article VIIAdoption and Amendment of Constitution and Bylaws

 

This Constitution shall take effect immediately upon its adoption. The Constitution and Bylaws may be adopted, amended, or rescinded by a majority vote of those responding to balloting, including but not limited to e-mail ballots or by casting ballots on a secure website, providing that notice of the proposed action shall be given by the Secretary electronically to the members of the Society no later than sixty (60) days before the Annual Meeting, and that the results are received by the Secretary no later than thirty (30) days before the meeting.

 

Article VIIIPurposes

 

The Developmental Neurotoxicology Society is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Society 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 above. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Society 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by an organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

 

Article IXDissolution

 

Upon the dissolution of the Society, the Council shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations, organized or operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Council shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 

 

Bylaws

 

Article IMembers and meetings of members

 

Section 1. Annual Meeting. The Annual Meeting shall be held jointly with the Annual

Meeting of the Teratology Society by mutual agreement at the time and place specified by the Teratology Society. The Council shall be authorized to alter such announced arrangements as, in its best judgment, the interests of the Society shall require.

 

Section 2. Special Meetings. Special meetings of the Society may be called at any time by the President or Secretary at the request of the Council or on receipt of the request of not less than one-third of the Regular members.

 

Section 3. Notice of Meetings. Notice of the time, place and purposes of meetings of the Society shall be sent to members at least two months before the meeting.

 

Section 4. Quorum. Ten (10) percent of the membership shall constitute a quorum at the Annual Meeting. A meeting may be adjourned by vote of a majority of the members present. At any meeting at which a quorum shall be present any business of the Society may be transacted, except as specified in Article III, section 2, election and qualifications, Article VI, section 1, nominations committee, and Article VII of the Constitution, amendment of the Constitution and Bylaws.

 

Section 5. Voting. At every meeting of the Society or by electronic balloting, including but not limited to e-mail ballots or by casting ballots on a secure website, each non-Provisional member shall be entitled to one vote, except Sustaining Members, whose representatives shall not be entitled to a vote.

 

Section 6. Business of the Annual Meeting. The business of the Annual Meeting of the Society shall be:

  1. To announce Officers elected by postal service mail-in ballot or electronic voting as prescribed by the Constitution;
  2. To fix the annual dues for the various types of memberships;
  3. To consider the annual financial statement and the balance sheet presented by the Council and to arrange for such action to be taken thereon as may seem appropriate;
  4. To consider reports of the Officers, Council and Committees and motions relating

to the adoption of such reports in whole or in part and to arrange for such action to be  taken thereon as may seem appropriate;

  1. To instruct the Council concerning actions to be taken in the pursuit of the objectives of the Society;
  2. To consider such resolutions as can properly be considered by the Society with regard to the objectives of the Society;
  3. To vote on all memberships.

 

Article IIOfficers of the Society

 

Section 1. Duties. The officers of the Society shall perform the duties usually performed by such officers, together with such duties as shall be prescribed by the Constitution or Bylaws or by the Society or Council.

 

Section 2. The President. The President shall preside at all meetings of the Society and of the Council. He or she shall be a non-voting ex officio member of all committees, except the Nominations Committee. He or she shall have general charge and supervision of the business and affairs of the Society. He or she shall be responsible for selection of papers and addresses presented at the Annual Meeting of the Society during the year of his (her) tenure.

 

Section 3. The President-Elect. President-Elect will plan the annual meeting for the year in which he or she will become the President. At the request of the President, or in the event of his (her) absence or disability, the President-Elect at any time and from time to time may perform any and all duties of the President.

 

Section 4. The Secretary. The Secretary shall attend and keep the minutes of all meetings of the Society and of the Council. He or she shall have charge of such books, documents, and papers as the Council may determine. He or she shall give all the notices of the Society and shall specifically issue notice of each Annual Meeting and of the Council Meeting. He or she shall be responsible for processing changes in the membership list, including resignations, deaths, and address changes. He or she shall be responsible for editing and transmitting Society business for publication in the Journal to the Editor-in-Chief.

 

Section 5. The Treasurer. The Treasurer shall have custody of all funds and securities of the Society, subject to such regulations as may be imposed by the Council. He or she shall keep the financial records of the Society and shall enter therein full and accurate account of all moneys received or paid or obligations incurred on account of the Society, and he or she shall exhibit such records at all reasonable times to any member of the Society on application of such member at the office of the Treasurer. He or she shall be responsible for the collection of dues and keep proper records of payment of dues. He or she may be required to give bond for the faithful performance of his (her) duties in such sum and with such sureties as the Council may require.

 

Section 6. The Membership Officer. The Membership Officer shall review applications for membership in the Society. At his (her) discretion, the Membership Officer shall grant Provisional standing to qualified nominees prior to the Annual Meeting. The Membership Officer will submit recommendations for membership to the Council before the Annual Meeting. He or she shall communicate with the Secretary to determine which members are delinquent in paying their dues, and shall send out communications reminding delinquent members to become up to date in dues payments.

 

Section 7. The Archivist. The Archivist shall maintain the Society's records to provide historical information regarding the Society and its members.

 

Article IIICouncil

 

Section 1. Meetings. The Council shall meet at the location of each Annual Meeting for the purpose of organization and the transaction of appropriate business. Special meetings may be held at the request of the President or four members of the Council.

 

Section 2. Notice of Meetings. Notice of all meetings of the Council shall be given by the Secretary by electronic mailing the same at least thirty (30) days before the meeting to all members of Council.

 

Section 3. Chairperson. At all meetings of the Council, the President, or in his (her) absence, the President-Elect, shall preside, or the President’s designee if the President-Elect is unavailable.

 

Section 4. Quorum. At all meetings of the Council, the majority of the members thereof shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Council members present at any meeting at which there is a quorum shall be the act of the Council, except as may be otherwise specifically provided by law.

 

Section 5. Contracts and Services. The Council members and Officers of the Society may be interested directly or indirectly in any contract relating to the operations conducted by the Society or in any contract for furnishing supplies thereto. No transaction entered into by the Society shall be affected by the fact that the Council members or officers of the Society were personally interested in it; and every Council member and Officer of the Society is hereby relieved from any disability resulting from holding such office that might otherwise prevent his (her) contracting with the Society for the benefit of himself (herself) or of any firm, association or corporation in which he or she may be in any way interested.

 

Section 6. Compensation. Council members as such shall not receive any salary for their services. The Council shall have power at its discretion to contract for and to pay to Council members rendering unusual or exceptional services to the Society special compensation appropriate to the value of such services.

 

Section 7. Journal Policy. The Council may advise the Publications Committee on journal policy. Council has governance over the Publications Committee. The Publications Committee chairperson shall report annually to the Council and the Society on the activities of the Publications Committee and shall serve as the Council's representative to the Editor-in-Chief, the Publications Committee, the Publisher, and other societies that may sponsor the Journal.

 

 

Article IVSubscription to the journal

 

Section 1. Subscription to the Journal shall be considered an integral part of an active (regular and associate) membership. Society dues shall be set by the Council to include an amount adequate to cover subscription to the Journal and approved by the membership at the Annual Meeting.

 

Article VDues

 

Each member shall pay to the Society annual dues of such amount as may from time to time be prescribed by the Council and approved by the membership. Dues shall not be less than the cost of the Journal subscription for all classifications of members required to subscribe.  Members who have not paid their dues by December 31 for two consecutive years will not receive the Journal. No individual may hold any office or serve on Council or any committee, or be considered for these positions, if he (she) is not a member in good standing for the year(s) corresponding to their term of service.

 

Article VIAnnual and financial reports

 

The Council shall annually submit to the Society at the Annual Meeting for adoption and approval a report on the general state of the Society for the past year, a balance sheet, and financial statement for the past year.

 

Article VIIReimbursement of Council members and Officers

 

Each Council member or Officer or former Council member or Officer of the Society or any person who shall serve or may have served at its request as a director or as an officer of another society, corporation, or organization in which it owns shares of capital stock or of which it is a creditor shall be indemnified by the Society against expenses actually and necessarily incurred by him (her) in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of his (her) being or having been a Council member or an Officer of the Society, or a director or an officer or a director and officer of such other society, corporation, or organization, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his (her) duties as such Council member or Officer.

 

Article VIIIContracts

 

The Council, except as in these Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, 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; and unless so authorized by the Council, no Officer, agent, or employee shall have power or authority to bind the Society by contract or engagement or to pledge its credit or render it liable pecuniary for such purpose or to any amount.

 

Article IXFiscal year

The fiscal year of the Society shall begin on the first day of January each year and shall end on the thirty-first day of December of the same year.