American Epilepsy Society
American Branch, International League Against Epilepsy
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 Purpose. The purpose of this Society shall be to advance research, education, best practices and advocacy for professionals dedicated to the prevention, treatment and cure of epilepsy.
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 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.
2.04 Duration. The duration of the Corporation shall be perpetual.
2.05 Capital Stock. This Corporation shall have no capital stock.
2.06 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.
3.01 Members. The Society shall consist of Active, Professional, Associate, International, Advocate, Honorary, Trainee, and Senior Members.
- (a) The Society shall be primarily a scientific professional organization including physicians, other health care providers, medical researchers (basic, clinical, and translational), and others with professional or technical competence pertaining to epilepsy.
3.02 Active Members. Active Members shall be professional healthcare providers and medical researchers in epilepsy or closely related fields with an active interest in the objectives and work of the Society; provided that individuals eligible for Associate Member status are not eligible for Active Member status. 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 elected office. Active Members shall be entitled to one vote upon each matter put before the membership for action, 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 sponsored by the Chapter in the country of membership residence.
3.03 Professional Members. Professional members shall be non-physician health care providers and medical researchers in epilepsy or related fields; provided that individuals eligible for Associate Member status are not eligible for Professional Member status. Professional Membership shall be limited to residents of the United States of America, Canada or Mexico. Professional Members shall pay dues as established by the Board of Directors. Professional Members may hold elected office. Professional Members shall be entitled to one vote upon each matter put before the membership for action.
3.04 Senior Members. Senior Members shall consist of Active, Professional, and International 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 for eligible individuals. Senior members may not hold elected office or vote.
3.05 Trainee Members. Any person in training or employed as a postdoctoral fellow in a professional area with an interest in the Society may apply for Trainee Membership status by completing the application process and with certification of training status from his or her program director or supervisor. Trainee Members shall pay dues which shall be less than those of Active Members. Trainee Members may not hold elected office or vote. They may serve as non-voting members of committees. A Trainee Member may request change in classification 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
3.06 Honorary Members. Honorary Membership will be awarded by resolution of the Board under exceptional circumstances to individuals who have made outstanding contributions to the field of epilepsy, and who are not eligible for membership in the Active, Professional or International categories. Honorary Members are exempt from payment of dues and will have limited access to benefits as determined by the Board. Honorary Members may not vote or hold elected office. Honorary Members may be from any geographic location. Honorary Membership may be withdrawn by the Society at its discretion.
3.07 International Members. International Members shall have residence outside of the United States of America, Canada or Mexico. They shall be professionals in epilepsy or closely related fields with an active interest in the objectives and work of the American Epilepsy Society. International Members shall pay a fee less than that paid by Active Members, which will be established by the Board. International Members may not hold elected office and may not vote.
3.08 Associate Members: Any individual who is primarily 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 members may not vote or hold elected office.
3.09 Advocate Members: Advocate Members shall be employees of nonprofit, nongovernmental organizations with an interest in the objectives and work of the society. An Advocate Member may not vote or hold elected office. An individual eligible for any other category of membership is not eligible for Advocate Membership.
3.10 Application for Membership.
Applications for Membership in the Society or for change in classification (except Honorary) shall be made on forms provided by the Society’s office providing such information and such applications fee and dues as the Society may specify.
- (a) All properly filed applications for membership must be reviewed and evaluated in accordance with the Society procedures.
- (b) Any application for membership may be denied based on the inclusion of false information on an application, violation of Society policies, or any acts or omissions that might be grounds for disciplinary action if committed by a member.
- (c) An applicant for any non-dues paying class shall be admitted to Membership in that class upon approval by the Membership Committee.
- (d) The Membership Committee shall make recommendations regarding eligibility for membership categories upon receipt of application or request for change in classification. The Board shall have final ruling in cases requiring review.
3.11 Loss of Membership.
- (a) Any Member whose dues fall in arrears shall be deemed to have severed connection with the Society on a date determined by the Society. Any Member whose dues fall in arrears shall cease to receive any journals of the Society and other benefits of membership. Any member who has been awarded the designation of Fellow of the American Epilepsy Society shall forfeit such designation upon resignation or loss of membership.
- (b) Any Member who shall be considered to have behaved in a manner that may damage the good name or good will of the Society may be dismissed from Membership by the Board, pursuant to Society procedures, which shall include a mechanism for disputing such charges.
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 may hold more than one elected office at a time. Officers shall be installed as the final act of the annual meeting at which their election is verified. Only Active or Professional Members shall be eligible to hold elected 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 carry out other such duties as assigned by the Board. The President, upon recommendation of the Membership Chair, shall have the power to waive or reduce dues and all other assessments in cases of hardship or other circumstances considered justified, or when the Society wishes to thus honor a Member.
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. The Treasurer shall chair the Finance Committee.
- (b) 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.
- (c) 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.
4.06 At-Large Board Members. The At-Large Board Members of the Society shall consist of six Active or Professional Members, to be elected for a term of three years. At-Large Board Members shall serve for three years, one or more being elected each year to fill vacancies occurring as terms of previously elected At-Large Board Members expire. The number of At-Large Board Members may be varied by the Society at an annual meeting. In the case of an increase in the number of At-Large Board Members, one additional At-Large 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 At-Large Board Members, this should be accomplished by electing one less At-Large Board Member annually until the desired number has been accomplished; providing, however, that there shall always be at least six At-Large Board Members and that there shall be at least one At-Large Board Member elected each year. The At-Large Board Members shall serve as Members of the Board of Directors.
4.07 The Representative to the International League Against Epilepsy and the ILAE-North America. The representative for the American Epilepsy Society to the International League Against Epilepsy and the ILAE-North America shall be the President of the Society or his or her designee. The appointment will be reviewed annually. The representative must meet any qualifications required by the Constitution or Bylaws of the International League Against Epilepsy.
4.08 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.
4.09 Re-election. No Officer or Board Member may be elected to succeed the same office. Board members are limited to one term, not including possible subsequent service as an officer. Exceptions for Board membership may be considered in unusual circumstances by request of the Nominating Committee to the Board, which request must be approved by at least two-thirds vote of the Board
4.10 Removal. Any Officer or At-Large Board Member may be removed at any time for cause by a two-thirds vote of all Board Members.
4.11 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.
4.12 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 before or after 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 At-Large 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, Task Force and work 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 one-third or more of the Active and Professional 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, Task Force or work groups as it may deem necessary. Such appointments shall be for the terms established in governance policies, 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 may submit to the Membership Committee the name of any Member it wishes to honor as an Honorary Member of the Society.
5.03 Meetings of the Board. The Board shall meet annually just prior to the annual meeting of the Societyand at such other times as they determine during the year. 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 communicated to each Board Member at least ten (10) 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, email, fax 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 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:
- Reading or acceptance of minutes of preceding meeting
- Reports of Officers and Board
- Reports of Committees
- Unfinished business
- New business
- Report of Election Results
- 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 and Professional 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 and Professional 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. 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 and At-Large Directors. The Nominating Committee shall present a slate of Officers and At-Large Board members to be voted upon by the Membership by ballot (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 Standing Committees. Standing Committees of the Board shall include Nominating, Governance, Professionalism and Finance.
7.02 Other Committees. The Board may establish other Committees, Task Forces and work 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 Governance Committee, or by a petition signed by one-third or more Active and Professional Members of the Society. The President shall forward all such proposals to the Chair of the Governance 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 in accordance with applicable state law.
- (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 one-third 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 written ballot (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 and AUDIT
9.01 Contracts. All contracts shall be signed as authorized by the Board.
9.02 Audit. The accounts of the Society shall be audited annually by independent public accountants selected by the Board of Directors.
10.01 Non-Discrimination. The Society shall comply with all applicable laws on non-discrimination, 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.