American Epilepsy Society
International League Against Epilepsy
Bylaws Revised 1979, 1982, 1990, 1991, 1994, 1995, 1996, 2001, 2003, 2004, 2006, 2008, 2011, 2013
1.01. Name. The name of this Corporation, which is the American Branch of the International League Against Epilepsy, shall be the “American Epilepsy Society, Inc.” (Hereinafter sometimes referred to as the Society.)
1.02. Purposes. The purposes of this Society shall be:
(a) the study of and acquisition, dissemination, and application of knowledge concerning epilepsy in all of its aspects: biologic, clinical, and social;
(b) the promotion of better care and treatment for persons subject to seizures;(c) the promotion of personal contacts between medical investigators in epilepsy and investigators in related fields of interest;
(d) the promotion of contacts between this Society and other similar societies throughout the world, thus facilitating the exchange of scientific and professional information and opinions;
(e) to solicit, receive and enlist financial and other aid from individuals, trusts, corporations, associations, societies, institutions, or other organizations or authorities desirous of contributing to the purposes for which this Corporation is formed;
(f) in furtherance of its purposes, to make grants to or in aid of, or to make donations to or to give assistance to, or to make contracts with such individuals, trusts, corporations, associations, societies, institutions, or other organizations or authorities, whether within or without the Commonwealth of Massachusetts, as may be necessary or desirable to accomplish the Corporate purposes;
(g) without limitation of the foregoing, the Corporation may use such means to achieve its purposes as may seem advisable to its Board of Directors, to the extent permitted by the laws of the Commonwealth of Massachusetts.
INCORPORATION, OFFICES, CORPORATE SEAL
2.01. Incorporation. The American Epilepsy Society is a Membership Corporation incorporated under the General Laws of the Commonwealth of Massachusetts.
2.02. Offices. The principal office of the Corporation in the Commonwealth of Massachusetts shall be in the city and county of its Resident Agent. The Corporation shall maintain other offices at such other places as the Board of Directors may from time to time determine.
2.03. Corporate Seal. The Corporate Seal shall be circular in form and shall bear the name of the Corporation, the year of its incorporation, and the words “Corporate Seal, Massachusetts.” Such Seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
2.04. Nonprofit Corporation. This Corporation is not organized for profit and no part of the net earnings of the Corporation shall inure to the benefit of any private individual or Member.
2.05. Duration. The duration of the Corporation shall be perpetual.
2.06. Capital Stock. This Corporation shall have no capital stock.
2.07. Dissolution. Upon dissolution or liquidation of this Corporation, no Member shall share in or receive any funds or other assets then remaining in the possession of the Corporation, and any such funds or other assets shall be contributed to a similar public charitable organization subject to the control of the Supreme Judicial Court of the Commonwealth of Massachusetts.
2.08. Corporate Liability. Members of the Corporation shall have no personal liability for Corporate obligations.
3.01. Members. The Society shall consist of Active (to include member categories Professional in Epilepsy Care, and Vision 20/20 Partner), Associate, Corporate, Corresponding, Honorary, Junior, Professional in Epilepsy Care, Vision 20/20 Partner, and Senior Members.
(a) The Society shall be primarily a scientific professional organization including physicians, basic scientists, and others with professional or technical competence pertaining to epilepsy.
3.02. Active Members. Active Members shall be elected from professional workers in epilepsy or closely related fields with an active interest in the objectives and work of the Society. Active Membership shall be limited to residents of the United States of America, Canada or Mexico. Active Members shall pay dues as established by the Board of Directors. Active Members may hold office. Active Members shall be entitled at every meeting of Members to one vote in person or by proxy (which may be in writing, email or other electronic communication) upon each matter, with the exception that Active Members who are also voting members of another Society or Chapter (e.g. Canadian or Mexican) of the International League Against Epilepsy shall, on those matters pertaining to the International League Against Epilepsy, cast their votes only at meetings (in person or by proxy, which may be in writing, email or other electronic communication) or mail ballots, sponsored by the Chapter in the country of primary membership.
3.03. Senior Members. Senior Members shall consist of Active (to include Professional in Epilepsy Care) or Corresponding Members who have reached the age of 70 and have been supporting the Society through dues/membership for a minimum of 15 consecutive years. Members must apply in writing for Senior Membership status to the Membership Committee. Members granted Senior status will be exempt from payment of dues beginning the next dues year and benefits will be reduced. Senior Membership status is not a requirement of membership for these individuals.
3.04. Junior Members. Any person in training in a professional area with an interest in the Society may apply for Junior Membership status by completing the form provided by the Society office and by certifying training status with a letter from his or her program director. Junior Members shall pay dues which shall be less than those of Active Members. The subscription to Epilepsia is optional. Junior Members may not hold office or vote. They may serve as non-voting members of committees. A Junior Member may request change in classification to Active Member at any time, however, a “transition year” will be provided upon the training completion date to allow for transition between training and full time employment. Change in classification shall be made as described in Section 3.08
3.05. Honorary Members. Honorary Membership will be awarded by resolution of the Board under exceptional circumstances to individuals who have made outstanding scientific contributions to the field of epilepsy. Honorary Members are exempt from payment of dues. Honorary Members may not vote or hold office. Honorary Members may be from any geographic location.
3.06. Corresponding Members. Corresponding Members shall have residence outside of the United States of America, Canada or Mexico. They shall be elected from professional workers in epilepsy or closely related fields with an active interest in the objectives and work of the American Epilepsy Society. Corresponding Members must be sponsored by an Active Member of the Society and shall pay a fee less than that paid by Active Members which will be established by the Board. Corresponding Members may not hold office and may not vote.
3.07. Corporate Members. Any corporate entity with an interest in the objectives and work of the society may apply for membership. The company is the member. The Corporate Member cannot vote in general business meetings or in committees, does not hold office or chair committees in the Society.
3.07 (a) Associate Members: Any individual who is employed by a for profit company that demonstrates an interest in the objectives and work of the Society through their business: i.e., designs, markets, manufactures or otherwise produces products that serve people with epilepsy. Associate Member applicants provide the name of the company or institution by whom they are employed, a description of the product or service the company or institution provides and to which market (i.e., healthcare, direct to patients, professionals, etc.).
3.08. Application for Membership.
(a) Applications for Membership in the Society or for change in classification (except Honorary) shall be made on forms provided by the Society’s office. The Society’s office shall keep a record of all applications or requests for change of Membership received and shall forward them promptly to the Chair of the Membership Committee.
(b) Each new application for Active and Corresponding membership must include a recommendation from an Active Member of the Society. Junior Member applicants must include a recommendation from their Training or Program Director. These recommendations will be in the form of a signed letter of support or an original signature on the application form and will be submitted as part of a complete application for Society membership.
3.09. Election to Membership. The Membership Committee shall review and vote on all applications for Membership in the Society, or for change in classification.
3.10. Validation of Membership.
(a) A duly elected applicant for any dues paying class shall be admitted to that class of Membership upon payment of the appropriate dues to the Treasurer. If the dues are not paid within six months of the date of notification of election by the Society’s office, the applicant shall be considered to have withdrawn the application, and shall not thereafter be recorded on the rolls of the Society. Reapplication for Membership may be made after an interval of two years.
(b) A duly elected applicant for any non-dues paying class shall be admitted to Membership in that class upon approval by the Membership Committee.
3.11. Loss of Membership.
(a) Any Member whose dues fall in arrears shall be deemed to have severed connection with the Society. A warning letter shall be sent by the Society’s office, when notified by the Treasurer of such arrears, and if the dues are not then paid within thirty (30) days (unless special extenuating circumstances are presented by the one in arrears and are accepted by the Board) affiliation with the Society shall summarily cease. Any Member whose dues fall in arrears shall cease to receive the journal of the Society thirty (30) days after a warning letter has been sent by the Society’s office, when notified by the Treasurer of such arrears.
(b) Any Member who shall be considered to have behaved in a manner unworthy of Membership in the Society may be dismissed from Membership by unanimous vote of the Board (with absent Members of the Board being polled by mail) confirmed by a majority vote of the Active Members present in person or by proxy (which may be in writing, email or other electronic communication) at the next annual meeting. The accused shall have the right to appear before the Board to hear the charges and present a defense with witnesses. Also, a written defense may be presented to the annual meeting to be read there by the President or his/her designee Secretary before the final vote is taken. If the Board does not vote unanimously for dismissal, no record of the case shall appear in the proceedings of the annual meeting.
3.12. Resignation. The resignation of a Society member will be automatic if membership is not renewed as described in 3.11(a). The individual must reapply for membership as stated in 3.08(a).
4.01. Officers. The Officers of the Society shall be a President, a First Vice President, a Second Vice President, a Treasurer, and the Immediate Past President. The Second Vice President shall be elected annually by a majority of the votes cast by the voting Members. The Treasurer shall be elected by a majority vote of the Board of Directors for a three-year term. The Treasurer may be selected from within the Board or outside of the existing Board. The First Vice President shall succeed to the Office of President and the Second Vice President shall succeed to the Office of First Vice President the year following their taking office. No person, except the Resident Agent, may hold more than one office at a time. Officers shall be installed as the final act of the annual meeting at which their election is verified. Only Active Members shall be eligible to hold office.
4.02. President. The President shall preside at all meetings of the Society and shall also act as the Presiding Officer of the Board. The President shall fill vacancies in all Standing Committees, as outlined in the Bylaws, and appoint such Special Committees as considered necessary subject to confirmation by the Board. The President shall be an ex-officio Member of all committees. These appointments must be made within thirty (30) days after installation. The President shall also appoint auditors of the Treasurer’s accounts and tellers for all election procedures of the Society. The President shall carry out other such duties as usually pertain to the Office.
4.03. First Vice President. The First Vice President shall discharge the duties of the President in case of the latter’s absence or disability and shall be a Member of the Board. Any Standing or Special Committee may call upon the First Vice President in an advisory capacity, or may draft this officer as a Member of the Committee to break a tie vote, if one occurs.
4.04. Second Vice President. The Second Vice President shall discharge the duties of the First Vice President in case of the latter’s absence or disability and shall be a member of the Board. In the event of the unavailability of the First Vice President, any standing or special committee may call upon the Second Vice President in an advisory capacity or may draft this officer as a Member of the Committee to break a tie vote, if one occurs.
(a) The Treasurer shall be empowered to receive and hold in trust or otherwise, funds, personal or real property received by gift, bequest, devise or otherwise, and to invest or reinvest, expend, convey, or otherwise dispose of such funds, personal or real property, all in such manner and at such time or times, and upon such terms as deemed desirable for the accomplishment of any of the purposes of the Society, provided, however, that such acts shall be under the control and direction of the Board, or of a Finance Committee set up by the Board for the management of such funds, and that authorization for all transactions be first obtained from the Board. The Treasurer shall chair the Finance Committee.
(b) The Treasurer shall pay all bills and other obligations of the Society, and for that purpose shall sign checks and drafts in payment of money.
(c) The Treasurer shall oversee the collection of fees and dues or assessments which shall be determined by the Board and/or the Society.
(d) In the last year of the current Treasurer’s term, the Board will appoint a Treasurer-Elect to work with the Treasurer. The Treasurer-Elect is a member of the Finance Committee and not of the Board of Directors. The Treasurer-Elect will become Treasurer once the current Treasurer’s term expires, pending final Board approval.
(e) The Treasurer, Treasurer-Elect, and other Officers or employees of the Society engaged in the handling of its funds shall be required to give bond to the Society for the faithful discharge of their duties in such form, and for such amount, and with such sureties as shall be determined by the Board. The Society shall assume responsibility for cost of such bond.
(f) The Treasurer shall report to the Board the financial status of the Society at intervals determined by the Board and shall report the financial business of the Society to the Members at the annual meeting.
(g) The Treasurer shall oversee the filing of the annual financial report with the office of the Attorney General of the Commonwealth of Massachusetts to the extent required by Commonwealth General Law.
4.06. Board Members. The Board Members of the Society shall consist of six Active Members, to be elected for a term of three years. Elected Board Members shall serve for three years, one or more being elected each year to fill vacancies occurring as terms of previously elected Board Members expire. The number of Board Members may be varied by the Society at an annual meeting. In the case of an increase in the number of Board Members, one additional Board Member shall be elected for a three-year term; another, if two are to be added, for a two-year term; and a third, if three are to be added, for a one-year term. Should the Society vote to decrease the number of Board Members, this should be accomplished by electing one less Board Member annually until the desired number has been accomplished; providing, however, that there shall always be at least six Board Members and that there shall be at least one Board Member elected each year. The Board Members shall serve as Members of the Board of Directors.
4.07. The Representative to the International League Against Epilepsy. The representative for the American Epilepsy Society to the International League Against Epilepsy shall be appointed by the Board of Directors to be the accredited representative for the American Epilepsy Society to the International League Against Epilepsy. The representative must meet any qualifications required by the Constitution or Bylaws of the International League Against Epilepsy. This individual will serve a two-year term and can be reappointed for another two-year term. An alternate will be selected to serve a two-year term, and will succeed the representative, thus assuring continuity of representation.
4.08. Resident Agent. A Resident Agent shall annually be appointed by the Board who shall be a resident of the Commonwealth of Massachusetts and who shall serve the Society in the manner described by the General Laws of the Commonwealth of Massachusetts. The Resident Agent will be an ex-officio Member of the Board.
4.09. Vacancies. Should the Office of President become vacant, the First Vice President shall assume that Office. The Second Vice President shall assume the Office of the First Vice President. The Office of the Second Vice President shall remain vacant until the next election. All other vacancies occurring among the Officers or Board Members shall be filled by appointment by the Board. Such appointed Officers or Board Members shall serve until the next annual meeting, when they must be confirmed by vote, or others must be elected in their place.
4.10. Re-election. No Officer or Board Member, with the exception of the Treasurer, and the Resident Agent, may be elected to succeed the same office within a period of three years after expiration of the term of office.
4.11. Removal. Any Officer or Board Member may be removed at any time for cause by a two-thirds vote of all Board Members.
4.12. Resignations. The resignation of any Board Member shall become effective immediately upon written receipt thereof by the President or in the case of the resignation of the President, by the written receipt thereof by the First Vice President.
4.13. Attendance at Board Meetings. Should any Member of the Board fail to attend two consecutive meetings of the Board, the office shall be thereby vacated, the same as if by voluntary resignation, unless the Board Member has submitted in writing within five (5) days of the meeting a statement of satisfactory reasons for failure to attend, and the Board may declare the office vacant and proceed to fill said vacancy.
BOARD OF DIRECTORS
5.01. Board of Directors. The Board of Directors (sometimes referred to as the Board) of the American Epilepsy Society shall consist of the President, First Vice President, Second Vice President, Treasurer, Immediate Past President, and the Board members.
5.02. Functions of the Board.
(a) The Board shall be responsible for conducting the affairs of the Society, and shall have direction of all Officers, appointees, Standing Committees, Ad Hoc Committees, Task Force groups and contractual relationships of the Society. It shall act upon all questions of general policy and administration. It shall have final authority regarding adoption of new work and the expenditure of money.
(b) The Board shall have the power to fill any vacancy occurring in the Board, or in any Office of the Society, but such interim appointee shall serve only until a successor is duly elected and installed.
(c) The Board shall determine the date and place of the annual meeting, and shall announce its decision to the Society at the time of the preceding annual meeting.
(d) The Board may, at its discretion, call a special meeting of the Society at any time. It may call a special meeting upon the receipt of a written request signed by three or more of the Active Members of the Society.
(e) The Board may establish, appoint, eliminate or delegate to the President the duty to establish, appoint, or eliminate such new Standing Committees, Ad Hoc Committees and/or Task Force groups as it may deem necessary. Such appointments shall be for a term of one year, with subsequent appointments to be made as determined in the action establishing the Committee.
(f) The Board shall determine the annual dues.
(g) The Board shall have the power to waive dues and all other assessments in cases of hardship, or when it wishes to thus honor a Member.
(h) The Board may submit to the Membership Committee the name of any Member it wishes to honor as an Honorary Member of the Society.
(i) The Board shall have the power to declare any proposed amendment to the Certificate of Incorporation and/or Bylaws “Emergency,” thereby requiring a vote to be taken on the proposed amendment, as provided under Article VIII of the bylaws.
5.03. Meetings of the Board. The Board shall meet annually just prior to the annual meeting of the Society. Special meetings of the Board of Directors may be called at any time by any three Members of the Board. Notice shall be given of the place (which may be within or without the Commonwealth of Massachusetts), date, and hour of each meeting of the Board of Directors, and in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be mailed to each Board Member at least ten (10) days before the scheduled date of the meeting, addressed to the address as it appears in the records of the Society, or delivered to such Board Member personally at least five (5) days before the scheduled date of the meeting.
5.04. Voting. A quorum of the Board to conduct business shall consist of two-thirds of the Members of the Board. Each Board Member shall be entitled to cast one vote upon each matter at any meeting of the Board. Except as at the times otherwise required by Commonwealth Law, the vote of the majority of the Board Members present at a meeting of the Board at which a quorum is present shall be the act of the Board.
5.05. Interim Business. Interim business may be conducted by mail or telephone. The President shall have the power to take binding action in the absence of a meeting of the Board provided two-thirds of the Members of the Board have concurred, in writing or by witnessed telephone conversation, in such action.
5.06. Ex-Officio Members of the Board. Ex-officio Members of the Board shall be the Resident Agent and other individuals so designated by the Board. Ex-officio Members shall not be permitted to vote on the Board.
MEETINGS OF MEMBERS
6.01. Annual Meeting. The Society shall meet once in each calendar year at a time and place (which may be within or without the Commonwealth of Massachusetts) determined by the Board for the election and installation of officers, and transaction of such business as may come before it, and the presentation of a scientific program.(a) At the annual meeting, the order of business shall be as follows:
(1) Reading or acceptance of minutes of preceding meeting
(2) Reports of Officers and Board
(3) Reports of Committees
(4) Unfinished business
(5) New business
(7) Installation of new Officers.
6.02. Special Meetings. The Board may call special meetings of the Society whenever in its opinion it is expedient. The Board must call a special meeting promptly upon receipt of a written request of one-third of the Active Members of the Society.
6.03. Notice of Meetings. Notice of annual and special meetings of the Society shall be given by the President of the Society to all Active Members by mail or email or other electronic communication. The notice sent to Active Members shall include the business agenda. All notices shall be sent at least thirty days before the date of the meeting.
6.04. Voting. Only Active members shall vote on any question concerning the Society, each of these Members being entitled to one vote in person or by proxy (which may be in writing, email or other electronic communication) upon each matter.
6.05. Quorum. Fifty Active Members shall constitute a quorum for the transaction of business. All matters dealt upon at any meeting of the Members shall be decided by a majority of the Members present in person or by proxy (which may be in writing, email or other electronic communication). In the absence of a quorum, any officer may adjourn the meeting sine die. Active members may act by written consent in lieu of a meeting in accordance with Massachusetts law.
6.06. Election of Officers. The Nominating Committee shall present a slate of Officers and Board members to be voted upon by the Membership at a meeting in person or by proxy (which may be in writing, email or other electronic communication). The Active Members of the Society will have the option of submitting names to the Nominating Committee’s consideration for inclusion in the slate. Announcement will be posted in the Newsletter or other mailings to the Membership of the Society calling for submission of names to the Nominating Committee.
7.01. Other Standing Committees. The Board may establish other Standing Committees, Ad Hoc Committees, and Task Force groups as needed.
8.01. Amendments. The Certificate of Incorporation or Bylaws may be amended in accordance with proposals initiated by the Board, or the Rules Committee, or by a petition signed by three or more Active Members of the Society. The President shall forward all such proposals to the Chair of the Rules Committee. Such proposals shall be placed on the agenda for general discussion at the next annual meeting.
(a) Amendments to the Certificate of Incorporation. Amendments to the Certificate of Incorporation may be made by a two-thirds vote of all voting Members present at a meeting in person or by proxy (which may be in writing, email or other electronic communication), provided the amendments conform with the General Law of the Commonwealth of Massachusetts.
(b) Amendments to the Bylaws. The bylaws may be amended in accordance with proposals initiated by the Board of Directors or by a petition signed by ten (10) or more active Members of the Society. Such proposals shall be submitted to the voting members. Amendments to the Bylaws must be approved by two-thirds of the votes cast by the voting Members present at a meeting in person or by proxy (which may be in writing, email or other electronic communication).
8.02. Effective Date of Amendments. Amendments to the Certificate of Incorporation or to the Bylaws shall become effective when the final vote on the amendment is determined.
CONTRACTS, SECURITIES, AUDIT
9.01. Contracts. All contracts and instruments under the Seal of the Society shall be signed by the President and First Vice President and by additional Board Members as authorized by the Board.
9.02. Securities. Certificates of stock or other securities held by the Society may be endorsed for transfer by the President, First Vice President, Treasurer, and by additional Board Members as authorized by the Board.
9.03. Audit. The accounts of the Society shall be audited annually by independent public accountants selected by the Board of Directors.
RIGHT OF PARTICIPATION
10.01. Right of Participation. No person shall be denied Membership in the Society or participation therein because of sex, race, color, creed or religion, and discrimination of any kind in these regards is expressly prohibited.
11.01. Fiscal Year. The AES Board of Directors may establish the fiscal year of the Society.