Updated as of April, 2014
ARTICLE I - MEMBERSHIP
Section 1. Members. Membership is open to all academic departments of neurology. For institutions with an alternate administrative structure, the organizational unit in that institution responsible for the care of patients with neurologic disease and the education of students and/or residents in neurology will be considered the “department of neurology”. The chair or director of the department is the voting member of AUPN. Other leads in the department including the clerkship director, the residency program director, vice chairs or department administrators may participate in AUPN activities or committees as determined by the AUPN Council but do not have a vote in association matters. The Director of the National Institute of Neurological Disorders and Stroke (NINDS), and the Clinical Director of the Division of Intramural Research at the NINDS and the Director of Neurology, Central Office, Veterans Administration shall be ex-officio members of the Corporation and exempt from the payment of dues.
Section 2. Proxy. A voting member who is unable to attend a called meeting of the Corporation may appoint a proxy by designating such proxy in writing. The proxy must be a member of the same training program or organization as is the voting member who is represented. The proxy shall register with the Secretary as the representative of the voting member by providing such voting member’s written proxy designation, and shall be recognized by the President at the beginning of the meeting. A member shall not vote by proxy during two succeeding meetings except under unusual circumstances with written permission of the President of the Corporation.
Section 3. Terms of Membership. A voting member of the Corporation shall hold membership as long as he or she occupies the position at the institution which entitled him or her to membership and pays the required dues. A member no longer occupying this position by virtue of assuming a full-time administrative, non-teaching academic appointment and past Presidents of this organization can be retained as a member with privileges of the floor but without vote. Once elected, an officer of the Corporation shall hold membership and his or her Officer position through the end of his or her elected term even if he or she no longer occupies the position which originally entitled him or her to membership.
The eligibility of members of the Corporation shall be determined by the Council. An appeal to the decisions of the Council or corrections in the membership roles should be made in writing to the President of the Corporation. The decision of the Council may be appealed at a meeting of the total membership. Such decisions can be overridden by a vote of two-thirds of a quorum of the voting members attending a general meeting of the membership.
ARTICLE II - FUNCTIONS
The Association of University Professors of Neurology, Incorporated, shall consider and make recommendations concerning matters of general interest as distinguished from those affecting a single department, division or training program of Neurology. The Corporation shall consider and make recommendations on any matter referred to it by the President of the Council of the Corporation or those matters submitted by its members, whether voting or nonvoting, as prescribed in Article IV, Section 4.
Any recognized learned society, professional association or governmental agency concerned with the general area of the neurological sciences or related matters shall have the privilege of presenting suggestions or raising problems for consideration by the Corporation or by any of its committees.
ARTICLE III - ORGANIZATION
Section 1. The Council shall consist of the officers and councilors of the Corporation. The Council shall be composed of no more than fifteen (15) Trustees including, five (5) elected officers of the Association, the immediate Past-President of the Association and nine (9) elected Councilors. The Council will have the responsibility to carry out the functions of the Corporation according to the Articles of Incorporation.
The Council shall fix the annual dues payable by members of the Corporation. Vacancies of Officers or the Council, however caused, shall be filled by a majority vote of those who respond to a ballot of the voting members. Should a vacancy occur for the President or President-Elect for whatever cause between annual meetings, the position shall be filled by a majority vote of the remaining members of the Council. A person so named shall serve only until the vacated term expires. Upon the incapacitation, withdrawal, demise, resignation, or removal of the President, the President-Elect shall assume all duties and responsibilities of the President, provided, however, that if for any reason the President-Elect cannot assume such duties and responsibilities then the 1st Vice-President shall assume such duties and responsibilities.
Section 2. Committees. The President of the Corporation shall appoint the chairpersons of any committees to serve for the term of the President.
Section 3. Officers. The officers of the Corporation shall be (a) President, (b) President-Elect, (c) First Vice-President, (d) Second Vice-President, (e) Secretary-Treasurer. Each officer shall be ex officio a trustee of the Corporation. Each Trustee officer is elected for a two-year term except the Secretary-Treasurer who shall be elected to hold the office for a term of four years. The Trustee officer serving as President-Elect will, at the end of his/her two-year term as President-Elect, then serve as President for the ensuing two years. Once elected, an officer of the Corporation may complete his or her term in office even if he or she no longer occupies the position which originally entitled him or her to membership.
President. The President shall be the coordinator of the Council and the Chief Executive Officer of the Corporation. The President will preside at all meetings, call meetings and perform all duties customary to this office. The President shall prepare the agenda of all meetings. The President shall, subject to approval as specified in Article III, section 2 hereof, appoint members of this organization as (1) the chairpersons of standing and special committees of the Corporation, and (2) liaison representatives to such learned societies, professional associations, and governmental and non-governmental agencies concerned with the neurological sciences as deemed appropriate by the Council.
Secretary-Treasurer. The Secretary-Treasurer shall keep a record of the proceedings of all meetings, will notify officers, Trustees and members of the committees of their election, certify official records, issue notices of meetings and perform all duties which may be required. The Secretary-Treasurer will keep a list of all members, have charge of all funds of the Corporation and keep the same and make disbursements therefrom as directed by the Council. The Accounts of the Secretary-Treasurer will be audited yearly by a certified public accountant. The Corporation will bear all expenses of assuring bond of the Secretary-Treasurer.
Section 4. Councilors. The councilors of the Corporation shall be nine (9) elected Chairs of Neurology who are members of the AUPN in good standing. Each Councilor is elected by the members of the Corporation for a three-year term. Once elected, a Councilor of the Corporation may complete his or her term in office even if he or she no longer occupies the position which originally entitled him or her to membership. Councilors may serve more than one term consecutively not to exceed two terms.
Section 5. Executive Committee. The Officers together with the immediate past President shall constitute the Executive Committee.
Section 6. Composition of Standing Committees.
1. Nominating Committee. The Nominating Committee shall propose a member or members to be elected to replace an officer or officers of the Corporation whose term expires.
2. Program Committee: The Program Committee shall have the ability to propose and slate any educational programming and content throughout the year with the Council’s approval.
Section 7. Quorum of the Council and Committees of the Corporation. A simple majority of the Council or of the members of a committee of the Corporation shall constitute a quorum for the transaction of business by that body.
Section 8. Election of Officers. The Nominating Committee shall propose a member to replace each officer whose term expires with the exception of the President. A ballot will be sent electronically to all voting members with the selection made based on the majority of votes received by a designated date.
Section 9. Election of Councilors. Interested candidates will be solicited through a Call for Volunteers to the membership. The Nominating Committee shall propose a member to replace each Councilor whose term expires. A ballot will be sent electronically to all voting members with the selection made based on the majority of the votes received by a designated date.
Section 10. Terms of Service of Standing Committees. The Chairs of each standing committee shall be appointed by the President for a two year term. The chairperson may be reappointed for one additional period of two years, and, thereafter, shall rotate off the Committee for at least one period of two years before becoming eligible for reappointment. Members of each standing committee shall be appointed for a four year term, and half the members shall rotate off the committee every two years. Members who rotate off a committee shall remain off that committee for a two year period before becoming eligible for reappointment.
ARTICLE IV - MEETINGS
Section 1. Regular Meetings. Regular meetings of the Corporation shall be held each Spring at such time and place as may be fixed by a majority of the Council.
Section 2. Special Meetings. Special meetings of the Corporation may be called at the direction of the President, on order of the majority of the Council on request of 25 voting members of the Corporation addressed in writing to the Secretary-Treasurer. Notice of such special meetings shall be sent to the members by the Secretary-Treasurer as far in advance as is convenient.
Section 3. Quorum. A simple majority of those in attendance at the Spring Meeting shall constitute a quorum for the transaction of elections and ordinary business.
Section 4. Procedure. The President, or a designated representative is responsible for the planning and agenda setting for the Spring meeting. The Council may invite non-members whose participation will contribute to the program. Such guests shall have the privilege of the floor but without vote.
Except as designated elsewhere in the Bylaws of the Corporation, a resolution put to a vote at any meeting of the members of the Corporation, any Board, or any Committee, shall be enacted pursuant to a simple majority vote of those present at such meeting of the Corporation, any Board, or any Committee.
Section 5. Official Minutes and Reports. A copy of the official minutes of the Corporation will be kept on record and made available to members upon request.
Section 6. Special Ballot. Any member, at any regular meeting, or by petitioning the Council during the interim period between meetings, may propose that an item of business be voted on by ballot. Approval by a majority of the members present at such regular meeting, or by a majority of the Council during such interim period shall constitute the order for the Secretary-Treasurer to conduct the ballot.
ARTICLE V - MISCELLANEOUS PROVISIONS
Section 1. Contracts, Checks and Investments. The Council may authorize any officer or officers, in the name of and on behalf of the Corporation, to enter into any contract or to execute and deliver any instrument, or to sign or endorse checks, drafts or other orders, for the payment of money or notes or evidences of indebtedness.
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Council may select, or as may be selected by any officer or Officers to whom such powers may from time to time be delegated by the Council, or such funds may be invested by the Corporation in such manner as the Council may authorize.
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December of each year.
Section 3. Seal. The Corporate seal shall have inscribed thereon the name of the Corporation and the year of its organization.
ARTICLE VI - AMENDMENTS
Section 1. Amendments to the Bylaws.
These Bylaws may be amended in any of the following manners:
At a meeting: These Bylaws shall be amended at any meeting of the Corporation by a simple majority of those in attendance provided that notice of any proposed amendment has been given at a preceding meeting or was made available to the membership in writing at least thirty (30) days prior to the meeting of the members. Any five members of the Corporation may submit a proposed amendment to the Bylaws to the Council at least thirty (30) days prior to a meeting of the members. All proposed amendments will be distributed to the membership prior to the meeting. This requirement of advance notice may be waived only by unanimous consent of a quorum of the voting members present.
By mail or email or other similar technology: These Bylaws shall be amended by mail or email by a simple majority of those who responded provided that notice of any proposed amendment is distributed to the membership in writing 30 days prior to the deadline for voting, with reminder notices sent at 15 days and 7 days prior to the deadline for voting.
Section 2. Amendments to the Certificate of Incorporation. The Certificate of Incorporation may be amended at any meeting of the Corporation by a three-fourths vote of those present and voting at a meeting where a quorum is present, such amendment having been submitted in the same manner as amendments to the Bylaws.