American Society of Neuroimaging
(Incorporates August 2018 Amendments)
Article I. NAME
The name of this corporation is "American Society of Neuroimaging, Inc.," hereinafter referred to as "ASN" or "The Society."
Article II. OFFICES
Principal Office. The principal office for the transaction of business of the Society shall be the office of the Executive Director.
Executive Director. The Board of Directors shall designate a company or individual to serve as Executive Director for The Society. The Executive Director will recommend and participate in the formulation of new policies and make decisions within existing policy, as they have been approved by the Board. The Executive Director will plan, organize, direct and coordinate the activities of the Society to assure that objectives are attained, plans fulfilled, and members' needs met.
Article III. Objectives
The Society is a professional, scientific and educational organization whose purpose is to promote the highest standards in scientific research and educational programs in Neuroimaging and to widely institute the cause of medical care for patients with neurological disorders.
Because neurologists, neurosurgeons, neuroradiologists and neuroscientists have traditionally been concerned with neuroimaging procedures and their interpretation; and because newly evolving techniques for imaging the brain, spinal cord, nerve roots, and muscles, as well as for measuring blood flow and other dynamic neurofunctions, are of greatest importance in neurological patient care, teaching, and research; therefore, the Society strongly supports involvement of qualified neurologists, neurosurgeons, neuroradiologists, and neuroscientists in the decision making, development, performance, and interpretation of these procedures and in the execution of programs designed to teach these new techniques to physicians, technologists and students.
The Society advocates the collaboration among professionals in neurology, neurosurgery, neuroradiology, internal medicine, neuropsychiatry, neuropsychology, and related basic science disciplines for furthering the development of diagnostic techniques and applications through both research and educational programs.
In order to accomplish the purposes of The Society there shall be an annual meeting of the members, an official journal, and credentialing examinations, and other activities as decided by the Board.
Article IV. MEMBERSHIP
Membership shall be open to persons of all disciplines engaged in or supporting Neuroimaging. Procedures for membership application and approval are to be established by the Board.
Dues. The Board may set annual dues according to the needs of The Society.
Voting. All members may vote on matters coming before The Society, including the election of officers. In addition, any member in good standing may hold office in The Society.
Article V. FORFEITURE OF MEMBERSHIP
Termination of Membership. The Board of Directors shall adopt policies concerning termination and reinstatement of membership.
Disciplinary Action. A member of the Society may be subject to discipline by the Society if the member’s conduct conflicts with the professional standards and ethical principles of the Society. The Board of Directors shall adopt a Disciplinary Action Policy to govern all disciplinary procedures and actions
Article VI. OFFICERS
Composition. The officers of The Society shall consist of a President, Vice-President, Secretary, Treasurer and Immediate Past-President. The Officers constitute the Executive Committee as described in Section VIII of these Bylaws. Such officers will serve without monetary compensation. The Vice-President, Secretary, and the Treasurer shall be elected by a simple plurality of votes on valid ballots received in an election held prior to the Annual Meeting.
Powers of Executive Committee. Except for nondelegable duties, the Board may delegate authority to the Executive Committee to act on the Board's behalf on matters.
Voting. The officers of The Society shall be elected by a simple plurality of votes on valid ballots received in election held prior to the annual meeting. The specific procedures and deadlines for the annual election of new Board Members shall be established by the Board. If the office of Vice-President, Secretary, or Treasurer becomes vacant between the annual meetings for any reason, the Board of Directors shall elect in a timely manner a successor to serve the unexpired term. Any officer of The Society may be removed from office at any time by two-thirds affirmative vote of the voting members of The Society, or by a two-thirds affirmative vote of the Board of Directors.
President. The President shall be the Chairman of the Board of Directors. The President shall preside over meetings of the Board and at all business sessions of the membership of The Society; shall act as chief spokesperson of The Society; shall work with the Executive Director to ensure that Society policies, programs and priorities as identified in the strategic plan are formulated and executed; is responsible for approving appointments to committees; may create ad hoc committees and approve Society representatives to professional organizations as may be required to execute the business and affairs of The Society. The Past-President and President-Elect shall assist the President when necessary, with the Past-President taking precedence over the President-Elect in substituting for the President. The President shall serve no more than one consecutive term.
Vice-President. The Vice-President shall automatically become the President of The Society upon completion of the President's term. The Vice-President shall serve as Chair of the Program Committee, responsible for the development of the scientific program for the Annual Meeting. The Vice-President shall assist the President in the performance of the President’s duties whenever requested to do so; and shall have all other duties and responsibilities assigned by the President or the Board of Directors. The President shall serve no more than one consecutive term.
Secretary. The Secretary shall serve as Chair of the Membership Committee and report to the Board of Directors at each Board meeting. The Secretary shall perform other duties as assigned by the President or Board of Directors.
Treasurer. The Treasurer shall ensure that The Society maintains accurate financial records; review Society expenditures and financial status on a regular basis to ensure overall financial integrity; develop and present financial recommendations to the Board of Directors; and performs other duties assigned by the President or Board of Directors. The Treasurer shall serve as Chair of the Finance Committee and work with the Executive Director to ensure that all funds, physical assets and other property of The Society are appropriately safeguarded and administered.
Immediate Past-President. The Immediate Past-President shall serve as Chair of the Nominating Committee. The President or Board of Directors may assign additional duties to the Immediate Past-President.
Terms of Officers. Each officer shall serve a two-year term. The Vice-President shall automatically become President for a two-year term upon expiration of the term of the then-serving President. The President may not succeed himself as President or Vice-President, but the Secretary and Treasurer may be elected for a second two-year term.
Article VII. BOARD OF DIRECTORS
Composition. The Board of Directors shall include the following persons: the current President, Vice-President, Secretary and Treasurer of The Society; the immediate past President of The Society; the Editor-in-Chief of the Journal of Neuroimaging who shall serve ex officio, advisory, and nonvoting; and eight members, of whom are to be nominated by the Nominating Committee and approved by the Board of Directors prior to each meeting of members and then elected by a simple plurality of votes on valid ballots received in election held prior to the Annual Meeting. In addition, the President of The Society, upon the recommendation of the Board of Directors may appoint advisory, non-voting Directors to serve as advisors to the Board of Directors. The number of advisors and length of their term shall be at the discretion of the President.
Terms. The President, Vice-President, Secretary, and Treasurer shall serve for one term of two years. The Directors of the Board may be nominated to serve two consecutive three-year terms in office. The Secretary and Treasurer may be nominated to a second consecutive two-year term in the same office. All terms commence on the first day following the annual meeting at which they were elected.
Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Informal Action: Action may be taken by the Board without meeting if written or email consent to the action in question is signed by all of the Board members and filed with the minutes of the proceedings of the Board, whether done before or after the action taken.
Vacancies. All vacancies in Board positions shall be filled in an interim basis by a member in good standing appointed by the Board President. At the next annual election, the vacancy shall be filled for the remaining tenure of the vacated position by the candidate receiving the next highest votes for that position in the election.
Meetings: The Board of Directors shall meet at least twice yearly. Special meetings of the Board of Directors may be called by the President or at the written request of five members of the Board addressed to the Secretary at no less than twenty calendar days' notice.
Notice. Notice of each meeting of the Board of Directors shall be given by the Executive Director not less than fifteen calendar days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board of Directors shall not be limited to those set forth in the notice of the meeting.
Removal from Office. Any elected director or advisory director may be removed from office by the affirmative written ballot of two-thirds of the Board members whenever, in their judgment, the removal will serve the best interests of The Society. The Board may elect to remove a director who is not meeting the participation and attendance policy.
Article VIII. EXECUTIVE COMMITTEE
Except as otherwise stated in these Bylaws, the Executive Committee, as shall be provided in the resolution of the Board by which it is designated, shall have and may exercise all the powers and authority of the Board and therefore of The Society. A majority of the entire authorized and designated number of members of the Executive Committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Executive Committee. The Executive Committee is directly responsible to the Board of Directors.
Informal Action: Action may be taken by the Executive Committee without meeting if written or email consent to the action in question is signed by all of the Executive Committee members and filed with the minutes of the proceedings of the Executive Committee, whether done before or after the action taken.
Article X. ADVISORY COMMITTEES
The advisory committees of The Society shall consist of a Bylaws Committee, a Nominating Committee, a Membership Committee, a Finance Committee, a Scientific Program Committee, a Certification Committee, a Journal Oversight Committee, and such other advisory committees as may be formed by the Board of Directors. The advisory committees shall function solely in an advisory capacity and shall have none of the powers or authority granted the Board of Directors by law, by The Articles of Incorporation or in these Bylaws.
The Chair of each of the respective committees will be appointed by the President. Committee members will be selected by the Chair of the respective committees.
The function, and, if different than indicated in Section II, the composition of each of the advisory committees shall be as follows:
A. Bylaws Committee -- The Bylaws Committee shall be comprised of the Executive Committee and Chaired by the President. They will review the bylaws of The Society at intervals. They shall review any proposed changes in the bylaws and make recommendations for changes to the Board of Directors.
B. Nominating Committee -- It shall propose to the Board the names of individuals to replace Officers or Board Members completing their term of service or vacating their offices for any reason. It shall be chaired by the immediate Past President. In addition, the committee shall consist of the President, Vice-President, and three Board members not on the Executive Committee, appointed by the President.
C. Membership Committee -- The Membership Committee shall develop criteria for membership and develop and deliver programs for members. It shall be chaired by the Secretary.
D. Finance Committee – The Treasurer shall serve as the Finance Committee Chair. The Finance Committee shall advise the Board with respect to the annual budget, the handling of reserve funds, investments and depositories and other financial matters for The Society.
E. Scientific Program Committee -- It will establish the schedule and content of the educational and scientific offerings at the Annual Meeting of the Society and review submissions for presentation of scientific papers at the Annual Meeting and select for presentation those that meet high standards of quality. It will also designate the submissions to be awarded the McKinney and Oldendorf Awards. The Scientific Program Committee is chaired by the Vice-President.
F. Certification Committee – It will review, revise, and manage all Certification programs. Its primary responsibilities include revising test items, writing new test items, working with the Executive Office to evaluate and improve the assessment process, working with the Executive Office in overseeing the administration of the program, and recommending needed changes in prerequisite and recertification requirements, subject to the approval of the Board of Directors.
G. Journal Oversight Committee -- It shall maintain a liaison between the Board, the publisher and the Editor of the Journal of Neuroimaging. The Committee shall consist of three persons, the chairman of which shall be appointed by the President.
Article XI. MEETING OF MEMBERS
Annual Business Meeting. The annual business meeting shall be held at such time and place as may be determined by the Board of Directors. Members shall be notified a minimum of 30 days prior to the meeting date. The notice will specify the time, place and purpose of the meeting.
Special Meetings. Special meetings for the members of The Society may be called by the President at the request of a majority of the members of the Board of Directors.
Voting and Representation. No voting will take place during the Annual Meeting. All items requiring member vote will occur electronically either before or after the Annual Meeting. Eligible members of the Society will be allowed one electronic vote with decisions made by a simple majority of votes received.
Article XII. DUES
Annual dues shall be determined by the Board of Directors. The Executive Office shall notify the members concerning the dues of the Society each year.
No dividend shall be paid and no part of the income, net earnings, or profit of The Society shall be distributed to its members, directors or officers or to any other individual.
Article XIII. PUBLICATIONS
Section I. Journal of Neuroimaging
A. The Journal of Neuroimaging shall be the official journal of The Society.
B. The Board of Directors shall appoint the Editor in Chief, who shall have responsibility for all the contents of the Journal of Neuroimaging and oversee the activities of the Editorial Board. The Editor in Chief will serve for a term of four (4) years, renewable once. The Board of Directors shall have the option of a third term of one (1) year in order to allow further time to make the decision about a new Editor. An individual nominated for editorship of the Journal of Neuroimaging must be a member of The Society at the time he/she assumes the editorship.
The Editor shall serve at the pleasure of the Board of Directors. The Editor may be asked to step aside by the Board of Directors with two (2) months’ notice. This period may be lengthened or shortened by mutual assent of the Board of Directors and the Editor. The Editor should give six (6) months’ notice if he/she decides to relinquish editorship. In the event of illness or emergency causing the Editor to discontinue duties, the President shall appoint one of the Associate Editors as Editor effective until such time as a new Editor can be appointed. The Editor is accountable directly to the Board of Directors. The Editor will report annually to the Board of Directors or as frequently as events may dictate. There shall be a broad range of editorial autonomy; however, it should be understood that the Editor will share major decisions with the Board of Directors. Major decisions include such matters as the choice of a publisher, the frequency of publication, and similar questions. The Editor, upon the advice of the Editorial Board, shall have complete and final authority for the selection, editorial modification, and quality of all materials published. Working relationships with the publisher shall be completely within the authority of the Editor. Editorial operations shall not be subject to direct review by the Board of Directors or by The Society.
C. Editorial Board. Members of the Editorial Board shall be approved by the Board of Directors upon recommendation of the Editor. The size and composition of the Editorial Board will be such as to meet the needs of the Journal of Neuroimaging, as determined by the Editor. The Editor shall have the authority to recommend the appointment of an Associate Editor whose term on the Editorial Board will be coterminous with that of the Editor. When appropriate, the Editor will recommend Corresponding Editors from other countries who will be regular members of the Editorial Board and have similar responsibilities.
D. Budgetary commitments between the publisher and The Society are the responsibility of the Board of Directors. Contractual relations with the publisher shall be made by the Journal Oversight Committee with the approval of the Board of Directors. The Editor shall be reimbursed by the publisher for all secretarial and clerical expenses of maintaining the Editor's office. In addition, the Editor shall be provided with a stipend, to be approved by the Board of Directors. The Oversight Committee shall be responsible for negotiating these fiscal matters with the publisher and the Editor.
E. Subscriptions to the Journal of Neuroimaging will be provided to all dues-paying members of The Society.
Article XIV. DISSOLUTION
The Society has been established as a professional association under Section 501 (c) (3) of the Internal Revenue Code. In the event of dissolution of The Society, the assets of The Society must be distributed to an organization selected by the Board of Directors which is organized and operated for scientific, educational, or public purposes and activities substantially similar to those for which The Society was organized and which is described in The Internal Revenue Code. Should the Board of Directors fail to designate such a recipient organization upon dissolution, the presiding judge shall select such a recipient organization upon petition of any member or any other person. None of the assets may be distributed to the members or to any other private person or individual upon dissolution.
Article XVI. AMENDMENTS AND CHANGES IN BYLAWS
These Bylaws may be amended, altered or repealed at any meeting, annual or special, by the vote of at least two-thirds of the voting members present and voting, provided that any proposed amendment 1) has been submitted in writing to the Board of Directors by at least fifty members with voting rights or ten percent of the members with voting rights, whichever is less, or has been approved by the Board of Directors, and 2) notice thereof has been provided to the voting members by mail, e-mail, or fax at least one month prior to the meeting at which it will be acted upon.
Revised August 2018