• ARTICLE I. NAME

The name of the Society shall be The Neurotoxicity Society.

• ARTICLE II. PURPOSE

The purpose of the Society shall be to (a) foster scientific interaction directed towards increased understanding of processes, mechanisms, and outcomes of neurodegeneration, nerve regeneration, neuroprotection, neurotrophin actions, and the associated role of glia and other satellite cells; (b) facilitate the advance of preclinical research discoveries to clinical and medical utility; (c) promote dissemination of knowledge on these topics to the public; and (d) host scientific meetings on a neurotoxicity theme, at regular intervals.

• ARTICLE III. MEMBERSHIP

Section 1. Members. The Society shall consist of the following member classes: Regular, Honorary, Emeritus, and Student. The Council has authorization to approve membership applications and recommendations. 

Section 2. Regular Members. Any scientist, physician, or clinician is eligible for Regular Membership. An application or letter of interest should be submitted to the Society office. Regular Members are eligible to hold office in the Society. 

Section 3. Honorary Members. For persons, in or outside the scientific and clinical arena, who have made significant public or private contributions that promote development or education in Neurotoxicity, Council may authorize Honorary Membership status to nominees submitted by Council. Honorary Members shall have the same privileges of Regular Members except for voting and holding office. 

Section 4. Emeritus Members. Upon retirement, a Regular Member may elect Emeritus Member status by submitting a written request to Council. Emeritus Members shall have the same privileges as regular members, but will be exempt from dues. 

Section 5. Student Members. Students enrolled in predoctoral and doctoral programs at degree-granting institutions are eligible for Student Membership. A letter of intent or application with a Regular Member’s or Emeritus Member’s signature endorsement or letter of recommendation should be sent to Council for approval. Student Member status will end in the year in which the Student is eligible for Regular membership. Student members may not vote and are not eligible to hold office in the Society. 

Section 6. Sustaining Associates. Council may grant Sustaining Associate status, annually, to organizations and individuals that advance the Society. 

Section 7. Dues and Assessments. Council will determine annual dues and assessments for Regular Members and Student Members.

• ARTICLE IV. MEETINGS

The Society will have regular scientific meetings, at which there will be an open business meeting for all members. One Society objective is to host one meeting every other year in Chile or in another South American country. At intervals, meetings may be held elsewhere, on any continent.

• ARTICLE V. OFFICERS

Section 1. Executive Officers. The President is the Chief Executive Officer of the Society. The President will preside at meetings of Council and at regular Business meetings. Other regular executive officers will be the Past-President, President-Elect, Secretary, and Treasurer. During the term of the first President of the Society, an additional Councilor position will substitute for “Past-President”. All executive officers automatically are members of Council. 

Section. 2. Term of Executive Officers. Because the Society projects a regular scientific meeting in alternate years at the outset, Executive Officers will serve two-year terms. As the Society grows and increases numbers of meetings, the term of Executive Officers is expected to be reduced to one-year, by vote of Council. 

Section 3. Secretary. The Secretary shall be responsible for taking minutes at the annual meeting, at business meetings, at Council meetings, and at any special meetings. The Secretary is responsible for distributing information, meeting notices, and voting ballots to members. The Secretary shall be appointed by Council for a two-year renewable term. 

Section 4. Treasurer. The Treasurer shall be responsible for accounting for Society funds, making bank deposits, and disbursing checks. An accounting report shall be given at each Council meeting and regular business meeting. The Treasurer shall be appointed by Council for a renewable two-year term. 

Section 5. Nomination of Officers. Nominations for President-Elect may be submitted by Regular Members and Emeritus Members. Council will present a slate of three candidates, maximum, for this position at each election. 

Section 6. Election of Executive Officers. The President-Elect shall be elected by mail vote of Regular Members and Emeritus Members. Simple plurality will determine the voter outcome. Elected Executive Officer terms begin at the end of the business meeting at the specified ‘regular’ scientific meeting. 

Section 7. Vacancies. If the President is unable to complete a term, the President-Elect will complete that term; and continue as President through the term for which the President-Elect was elected. Council will vote to fill other Executive Officer vacancies and to replace vacated Council positions.

• ARTICLE VI. COUNCIL

Section 1. Council. The Council shall consist of six Councilors elected for two-year terms, plus the Past-President, President, President-Elect, Secretary, and Treasurer. During the first two years after the Society’s founding, a seventh Councilor position will be added to take the place of a “Past-President”. The Council is entrusted with conducting affairs of the Society. 

Section 2 Meetings. The Council will hold called meetings, as needed, and will convene before and after the open business meeting scheduled during regular scientific meetings. Council may conduct business by mail or email. 

Section 3. Election of Councilors. A Nominating Committee shall submit a slate of candidates for Council from among Nominations made by Regular Members and Emeritus Members. Councilors will be elected at two-year intervals for a four-year term, by a plurality vote of members. During the Society’s start-up period, three Councilors will be selected for a 4-year term; and four Councilors will be selected for a 2-year term. Thereafter, three Councilor positions will be elected at 2-year intervals. Vacant Councilor positions shall be filled by the President, with the term of appointment continuing until the next regular election.

• ARTICLE VII. EXECUTIVE OFFICE AND RESPONSIBILITIES

Section 1. Executive Director. The President is the Chief Executive Officer of the Society and will perform functions of the Society, under direction and supervision of Council. The President has signatory power for the Society. 

Section 2. Secretary. The Secretary will maintain the “Central Office” of the Society, providing records when requested by the President or Council. The Secretary position from the outset will be akin to that of an Executive Secretary position. To maintain consistency and stability, the Secretary is posited as an appointed position instead of an elected position. A Secretary must be reappointed every two years, or replaced by another appointment. 

Section 3. Treasurer. The Treasurer shall maintain an accounting for Society funds. The Treasurer, from the outset, will be an appointed and renewable position, in order to maintain consistent record keeping and stability of the treasury. The Treasurer must be reappointed every two years, or replaced by another appointment.

• ARTICLE VII. COMMITTEES

Section 1. Nominating Committee. Council shall elect and appoint a Nominating Committee, consisting of six Regular and/or Emeritus Society members. The President shall be an ex officio member of the committee with equal voting rights. Appointees, except for the President, shall not be Executive Officers of the Society. The Nominating Committee will serve a two-year term, starting immediately after the regular ‘open business meeting’. The Nominating Committee is responsible for selecting candidates for election, from among nominations. 

Section 2. Standing Committees. Council shall appoint Standing Committees from time-to-time, to fulfill various functions of the Society in a democratic manner.

• ARTICLE VIII. AMENDMENTS

Amendments to the Bylaws may be made as necessary, to best ensure development of the Society and democratic fulfillment of its functions.