BYLAWS
Updated as of October 2018

ARTICLE I - MEMBERSHIP ARTICLE II - FUNCTIONS ARTICLE III - ORGANIZATION
ARTICLE IV - MEETINGS ARTICLE V - MISCELLANEOUS PROVISIONS ARTICLE VI - AMENDMENTS

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 leaders in the department including the clerkship director and the core adult and child neurology residency program director 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 Association and exempt from the payment of dues. 

Section 2.  Proxy.  A voting member who is unable to attend a called meeting of the Association 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 Association.

Section 3.  Terms of Membership.  A voting member of the Association shall hold membership as long as he or she occupies the position at the institution which entitled him or her to membership.  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, a Council member 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 Association 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 Association.  Such decisions can be overridden by a simple majority of those who respond to an electronic vote.

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 Association shall consider and make recommendations on any matter referred to it by the President of the Council of the Association or those matters submitted by its members, whether voting or nonvoting, as prescribed in Article IV, Section 3.

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 Association or by any of its committees.

ARTICLE III - ORGANIZATION

Section 1.  The Council shall consist of the officers and councilors of the Association.  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 Association according to the Articles of Incorporation.

The Council shall fix the annual dues payable by members of the Association.  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, 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 Association shall appoint the chairpersons of any committees to serve fora two-year term.

Section 3.  Officers.  The officers of the Association shall be (a) President, (b) President-Elect, (c) First Vice-President, (d) Second Vice-President, (e) Secretary-Treasurer.  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.

President. The President shall be the coordinator of the Council and the Chief Executive Officer of the Association.  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 Association, 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.     

President Elect and 2nd Vice President. The President Elect and 2nd Vice President shall oversee the dues collection process.

Secretary-Treasurer. The Secretary-Treasurer shall keep a record of the proceedings of all meetings, certify official records, and perform all duties which may be required.  The Secretary-Treasurer will ensure that a list of all members exists, have charge of all funds of the Association and keep the same and make disbursements therefrom as directed by the Council. 

Section 4.  Councilors. The councilors of the Association 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 Association for a three-year term.  Once elected, a Councilor of the Association 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 but may not 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. Committee are comprised of members currently serving on the AUPN Council.

Nominating Committee. The Nominating Committee, working in cooperation with AUPN leadership and the Executive Office, is responsible for overseeing the Call for Nominations process and nominees for open Officer and Council seats.

The committee shall be composed of no more than 5 members and should always have an odd number of members serving to avoid having a tie vote. The immediate Past President serves as Chair. Members of the Council can volunteer to serve on the committee or can be appointed by the President. Members shall serve until the completion of their current Council term.

The Nominating Committee meets to identify open Council seats, approve Call for Nominations, and identify the slate of candidates for member vote. Additional planning calls are held as needed. Member voting occurs in March with appointments of new Council members made in April.

Program Committee: The Program Committee shall have the ability to propose and slate educational programming and content throughout the year with the Council’s approval. Specifically, the Program Committee focuses on identifying topics and speakers for the Spring and Fall AUPN Chair sessions (held in conjunction with the AAN and ANA respectively), oversees the Education Special Interest Group programming at the Fall meeting, and the networking luncheon for small departments at the Fall meeting.

The committee shall be composed of no more than 5 members. The 1st Vice President serves as Chair. Members of the Council can volunteer to serve on the committee or can be appointed by the AUPN President. Members shall serve until the completion of their Council term.

The Program Committee meets two times per year via conference call. Once to plan the spring programming and once to plan the fall programming. Additional planning calls are held as needed.

Finance Committee: The Finance Committee shall be responsible for developing and reviewing the annual budget.

The committee shall be composed of no more than 5 members. Members of the Council can volunteer to serve on the committee or can be appointed by the President. The Secretary/Treasurer servers as Chair. The President and President Elect serve as committee members. Members shall serve until the completion of their current Council term.

The Finance Committee meets in-person in the Fall to review the budget. The Council shall vote on the budget in-person, via email or via conference call each year.

Program Director Liaison Group: The Program Director Liaison Group shall identify ways in which Chairs and Program Directors can work together to address problems.

The committee shall be composed of no more than 7 members. A member of the Council serves as Chair. Members of the committee are appointed by the Chair. Members shall serve for a three-year term with the exception of the Chair who shall serve until the completion of their current Council term. Committee members may serve more than one term consecutively but may not exceed two terms. Thereafter, committee members shall rotate off the committee for at least one term of two years before becoming eligible for reappointment.

Section 7.  Quorum of the Council and Committees of the Association.  A simple majority of the Council or of the members of a committee of the Association shall constitute a quorum for the transaction of business by that body.

Section 8.  Election of Officers.  The Nominating Committee shall propose a member(s) 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(s) 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. Dues Process: The Association shall abide by the following dues process. 

  • In the fall of the current year (November), the Executive Office shall send a personalized email from the President to members requesting their dues payment for the next year. Weekly reminders via the Saturday email will be sent November – March.
  • In the winter of the current year (December), the Executive Office shall send a printed invoice of those who owe dues via mail.
  • From Mid-January to Mid-February, the President Elect and 2nd Vice President shall reach out via email to those past due requesting dues be paid.
  • During the month of March, the Council shall reach out via email to those past due requesting dues be paid.
  • Dues collection shall conclude on April 1st.

ARTICLE IV - MEETINGS

Section 1.  Regular Meetings.  Regular meetings of the Association shall be held each Spring and Fall.

Section 2.  Special Meetings.  Special meetings of the Association 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 Association 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.  Procedure.  The President, or a designated representative is responsible for the planning and agenda setting for all meetings.  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 Association, a resolution put to a vote at any meeting of the members of the Association, any Board, or any Committee, shall be enacted pursuant to a simple majority vote of those present at such meeting of the Association, any Board, or any Committee.

Section 4.  Official Minutes and Reports.  A copy of the official minutes of the Association will be kept on record and made available to members upon request.

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 Association, 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 Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Council may select or such funds may be invested by the Association in such manner as the Council may authorize.

Section 2.  Fiscal Year.  The fiscal year of the Association shall end on the 31st day of December of each year.

ARTICLE VI - AMENDMENTS

These Bylaws or Certificate of Incorporation may be amended in any of the following manners:

At a meeting: The Bylaws of Certificate of Incorporation may be amended at any meeting of the Association and approved by a simple majority of those in attendance provided that notice of any proposed amendment has been given or was made available to the membership in writing at least thirty (30) days prior to the meeting of the members.  Any member of the Association may submit a proposed amendment to the Bylaws of Certificate of Incorporation 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:  The Bylaws or Certificate of Incorporation may be amended by mail or email and approved 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.

image widget