BGSFN by Laws

Articles of Amendment for The Bluegrass Chapter of the Society for Neuroscience
Submitted by:
Dr. James R. Pauly
3320 Carriage Lane Lexington, KY 40517
(859) 245-3322
jpauly@uky.edu
All amendments were accepted on January 1, 2015

Article I -  Name: The Bluegrass Chapter of Society for Neuroscience (BGSFN) is the name of the organization.

Article II - Purpose: The purposes of the BGSFN are scientific, educational, literary, charitable, and no other. In furtherance of these purposes, the business and objectives of the BGSFN shall be (a) to advance the understanding of nervous systems, including the part they play in determining behavior; (b) to bring together scientists of various backgrounds and disciplines; (c) to facilitate the integration of research directed at all levels of biological organization; (d) to promote education in the neurosciences; (e) to inform the general public on the results and implications of current research in neuroscience; and (f) to promote other activities that will contribute to the development of neuroscience. Our target audience for the activities is the populace of Central, Eastern and Northern Kentucky.
 

Article III - Membership:

Section 1: Members. The BGSFN shall consist of three classes of members: Faculty, Post-doctoral, Graduate Student, Staff, Undergraduate Student and Affiliate.
Section 2: Regular Members. Any person who has done research relating to the neurosciences is eligible to be a Regular Member. Applications shall follow procedures defined by Executive Committee of the BGSFN
Section 3: Student Members. Students enrolled in programs at degree-granting institutions of higher education including University of Kentucky, Eastern Kentucky University, Morehead State University, Centre College, Asbury College, Berea College and Northern Kentucky University are eligible to apply for Student Membership. Student membership shall terminate at the end of the first membership year in which the Student is able to apply for another class of membership after completing or otherwise leaving the degree granting program. Former Student Members shall be eligible for election to another class of membership according to the same procedures and criteria as other scientific workers.
Section 4:  Affiliate Members. All persons interested in the BGSFN's objectives but not eligible for Regular or Student membership may be appointed to Affiliate Membership.
Section 5: Dues and Assessments. The Executive Committee shall set annual dues and special assessments to the Members according to the needs of the BGSFN.

Article IV - Meetings:

Section 1. Annual Meeting. The BGSFN membership shall meet annually at a place and time designated by the BGSFN Executive Committee. The BGSFN Executive Committee may also call special meetings of the membership or the Executive Committee.
Section 2. Notice of Meetings. The Executive Director shall notify members of Annual Meetings and special meetings of the membership as a whole, indicating the place and time of the meeting and, in case of a special meeting, the purpose for which the meeting is called. Such notice of special meetings shall be distributed not less than five nor more than thirty days before the date of the meeting.

Article V - Officers

Section 1. The President and President-Elect. The President shall preside at meetings of Executive Committee and Special Meetings of the BGSFN, shall be responsible for executing policies determined by Executive Committee, shall act as spokesperson for the BGSFN, and shall see that all Orders and Resolutions of Executive Committee are carried into effect. The President-Elect shall assist the President, be a member of the Executive Committee, and will substitute for the President when necessary. The Past President shall take precedence over the President-Elect in substituting for the President.
Section 2. Election and Succession of Presidential Officers. The President-Elect shall be elected annually for a period of one year by a vote of eligible members of the BGSFN. Election shall be by simple plurality of votes received from Regular and Student Members. The newly elected President-Elect shall assume office on July 1 of each calendar year. At the same time, the previous President-Elect shall become President and the previous President shall become Past President.
Section 3. The Treasurer - The Treasurer shall be responsible for overseeing all moneys and valuable effects in the name and to the credit of the BGSFN, and for overseeing full and accurate accounting of receipts and disbursements in books belonging to the BGSFN. The Treasurer shall render to the President and Executive Committee at its regular meetings, or when Executive Committee so requires, an account of the financial transactions and status of the BGSFN. The Treasurer shall serve on Executive Committee for two years. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 4. The Outreach Coordinator – The Outreach Coordinator shall be responsible for overseeing neuroscience outreach activities for the BGSFN. The Outreach Coordinator is expected to develop new opportunities for neuroscience outreach, and embellish the activities that we traditionally participate in each year. These include Brain Awareness Week, the Fayette County Science Fair exhibition, and visits to elementary, middle and high schools. The Outreach Coordinator shall serve on Executive Committee for two years. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 5. The Activities Coordinator - The Activities Coordinator shall be responsible for organizing special activities supported by the BGSFN. Traditionally this includes organization of a poster session at the Annual Meeting, and arranging for BGSFN members to review posters submitted for consideration of awards. The Activities Coordinator can also organize other Chapter Activities such as a Town Hall Meeting at their discretion. The Activities Coordinator shall serve on Executive Committee for two years. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 6. The Postdoctoral Fellow Representative - The Postdoctoral Fellow Representative shall be responsible for supporting events scheduled by the Outreach and Activities Coordinators. The Postdoctoral Fellow Representative shall serve on Executive Committee for one year. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 7. The Graduate Student Representative - The Graduate Student Representative shall be responsible for supporting events scheduled by the Outreach and Activities Coordinators. The Graduate Student Representative shall serve on Executive Committee for one year. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 8. The Undergraduate Student Representative - The Undergraduate Student Representative shall be responsible for supporting events scheduled by the Outreach and Activities Coordinators. The Undergraduate Student Representative shall serve on Executive Committee for one year. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 9. The Staff Representative - The Staff Representative shall be responsible for supporting events scheduled by the Outreach and Activities Coordinators. The Staff Representative shall serve on Executive Committee for one year. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.
Section 10. The Web Master - The Web Master shall be responsible for maintenance of, and updates to the BGSFN web page . The Web Master should be well-versed in HTML and web site design/organization. The Web Master shall serve on Executive Committee for two year s. Election shall take place on the same ballot as President-Elect and shall be on the basis of a plurality of votes cast.

Article VI - Executive Committee

Section 1. Executive Committee – The BGSFN's affairs shall be conducted through the Executive Committee. The BGSFN Executive Committee will consist of the eleven elected officers: the President, President-Elect, Past President, Treasurer, Outreach Coordinator, Activities Coordinator, Postdoctoral Fellow representative, Graduate Student representative, Undergraduate Student Representative, the Staff Representative, and the Web Master. Each member of Executive Committee shall be entitled to one vote, except in cases where there is a conflict of interest.
Section 2. Quorum. A quorum of Executive Committee shall consist of at least six members.
Section 3. Meetings. Executive Committee shall meet at the Annual Meeting and at other times and places as is deemed necessary. Meetings may be conducted in person, by email or video/teleconference.

Article VII - Dissolutions

In the event of the dissolution or termination of the BGSFN, title to and possession of all the property of the incorporated Society shall pass forthwith to such organization or organizations qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, that in the option of Executive Committee is or are best fitted to carry on the purpose of the Bluegrass Chapter of the Society for Neuroscience.

Article VIII - Conflict of Interest Policy

Article VIII (a) – Purpose  

The purpose of the conflict of interest policy is to protect this tax-exempt organization interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article VIII (b) – Definitions -

1. Interested Person – Any member of the Executive Committee, as defined by the by-laws above.

2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family,
a) An ownership or investment interest in any entity with which the Bluegrass Chapter of the Society for Neuroscience, INC has a transaction or arrangement,
b) A compensation arrangement with the Bluegrass Chapter of the Society for Neuroscience, or with any entity or individual with which Bluegrass Chapter of the Society for Neuroscience, has a transaction or arrangement, or
c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Bluegrass Chapter of the Society for Neuroscience, is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article VIII (c) Procedures -

1. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Executive Committee.

2. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest.
a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c) After exercising due diligence, the governing board or committee shall determine whether the Bluegrass Chapter of the Society for Neuroscience, can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Bluegrass Chapter of the Society for Neuroscience’s, best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy.
a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, such as loss of membership and public notice.

Article VIII (d) - Records of Proceedings - 

The minutes of the governing board and all committees with board delegated powers shall contain:
a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article VIII (e) – Compensation -

a) A voting member of the governing board who receives compensation, directly or indirectly, from the Bluegrass Chapter of the Society for Neuroscience, for services is precluded from voting on matters pertaining to that member’s compensation.
b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Bluegrass Chapter of the Society for Neuroscience, for services is precluded from voting on matters pertaining to that member’s compensation.
c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Bluegrass Chapter of the Society for Neuroscience, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VIII (f) - Annual Statements - 

Each member of the Executive Committee shall annually sign a statement which affirms such activity :
a) Has received a copy of the conflicts of interest policy,
b) Has read and understands the policy,
c) Has agreed to comply with the policy, and
d) Understands the Bluegrass Chapter of the Society for Neuroscience, is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.