ARTICLE I: NAME
The name of this organization shall be the Psychoneuroimmunology Research Society, Inc., (hereinafter called "The Society" or “corporation”) and the registered office shall be located in the State of California. The Society may also have offices at such other places as the Board may from time to time determine.
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ARTICLE II: PURPOSES AND POWERS
The Society has been organized to operate exclusively for charitable, scientific, and educational purposes, and more specifically:
2.1.1 To foster research in all areas of psychoneuroimmunology.
2.1.2 To provide a forum for the exchange of information pertaining to psychoneuroimmunology, including holding an annual Scientific Meeting.
2.1.3. To promote excellence in education and training in psychoneuroimmunology research to the improvement of the health and welfare of the public.
2.1.4 To exercise all the powers as stated in its Articles of Incorporation, and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. The Board shall have all powers permitted to or conferred on the Board or a nonprofit public benefit corporation by California law, except as limited by the Articles of Incorporation, these Bylaws or the Internal Revenue Code provisions applicable to organizations exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).
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ARTICLE III: FUNDS, DUES, AND ACTIVITIES
Funds of the Society shall consist of monies raised by annual dues levied on the members, voluntary contributions to the Society, and income from any other source approved by the Board. No part of the net earnings of the Society shall inure to the benefit of any private shareholder or individual. Except as permitted by filing an election under Section 501(h) of the Internal Revenue Code, (or the corresponding provision of any subsequent Federal tax law) no substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or the opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Society shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law), and (b) by a corporation to which contributions are deductible under Section 170 of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
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ARTICLE IV: MEMBERSHIP
4.1: Categories of Membership. The Society will have four categories of members designated as Regular, Trainee, Honorary and Emeritus members.
4.2: Qualifications of Members. Those eligible for membership shall be investigators who have contributed to the advancement of knowledge in the area of psychoneuroimmunology research. There will be no restriction because of place of birth, nationality, residence, sex, race or creed.
4.3: Membership Types.
4.3.1: Regular Members will consist of those persons with doctoral degrees who have already demonstrated significant clinical or basic research contributions to the area of behavioral, neural, endocrine and immune interactions, as evidenced by peer-reviewed publications. Requests for exception to the requirements for Regular Member status may be evaluated by the membership committee on a case-by-case basis. Regular members pay annual dues set by the Board of Directors. Regular members are subscribed to publications owned or operated by The Society and receive all other member informational mailings. Regular members in good standing have full voting privileges.
4.3.2: Trainee Members will consist of pre- and post-doctoral students, medical students, and resident physicians who are conducting active research in an aspect of psychoneuroimmunology. Trainee members must be endorsed by a Regular or Emeritus Member in good standing. Trainee Members pay lower dues than Regular Members, as set by the Board. Trainee Members are subscribed to official publications of The Society, and they receive all other member informational mailings. Trainee Members do not have voting privileges.
4.3.3: Honorary Members are individuals who, although not active in research in the field, have made meaningful contributions to its progress through administrative channels, public or private granting agencies, public or professional education, or philanthropy. Honorary Members do not pay annual dues. Honorary Members are not subscribed to official publications of The Society, but may elect to subscribe to electronic access. Honorary members receive all other member informational mailings. Honorary members do not have voting privileges.
4.3.4: Emeritus Members will be persons who have been Regular Members for at least five years, are no longer actively engaged in research, wish to maintain an interest in the field, and are approved by a majority vote of the membership committee. Emeritus Members do not pay annual dues. Emeritus Members are not subscribed to official publications of The Society, but may elect to subscribe to electronic access. Emeritus members receive all other member informational mailings. Emeritus members have full voting privileges.
4.4: Termination. Failure to pay dues for 2 consecutive years shall annul the membership. Any member who fails to pay dues will not receive member benefits nor have membership privileges during the period when dues are in arrears.
4.5: Reinstatement. Any member whose membership is terminated may be reinstated by the Board of Directors, upon resolution of the reason(s), including payment of back dues, for removal from membership.
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ARTICLE V: MEETINGS OF MEMBERS
An Annual Business Meeting will be held at such place and on such date as may be determined by the Board of Directors. If the annual business meeting is not called and held within six months after the designated time, a majority of the Board may call such meeting at any time thereafter. Written notice, either by US mail or electronically, specifying the place, date and hour of the Annual Business Meeting shall be given to the membership at least thirty (30) days prior to the meeting.
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ARTICLE VI: OFFICERS
6.1: Officers. The officers of The Society shall be a President, Past-President, President-Elect, and a Secretary-Treasurer. No two offices may be occupied by the same person at the same time.
6.2: Eligibility. Only Regular Members are eligible to be elected as an Officer of The Society. For a Regular Member of The Society to be eligible for nomination to elective office, he/she must have been an active Regular Member of The Society for a minimum of two years.
6.3: Election and Terms. Each Officer shall be elected by a majority vote of the Regular Members. The President shall serve for one year, commencing at the conclusion of the Scientific Meeting. At the conclusion of the Scientific Meeting, the President-Elect assumes office and the President then becomes the Past-President. The President-Elect serves in that office until becoming president. The Secretary-Treasurer shall serve a term of three years. The Secretary-Treasurer shall be elected every third year. The term of office shall begin at the conclusion of the Annual Meeting.
6.4: Quorum. Three (3) members of the Officers of the Society shall constitute a quorum for the transaction of business at any meeting of the Officers.
6.5: Provisions and Limitations. No person who has served as President or Secretary-Treasurer shall be eligible for re-election to that office within five years after completing the term of office. All of the Officers of the Organization will serve without compensation, but may be reimbursed for necessary and appropriate expenses upon approval by the Board.
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ARTICLE VII: DUTIES OF OFFICERS
7.1: Duties of the President. The President shall be the Chief Executive Officer of The Society; the President shall preside at all meetings of the members and Board of Directors. The President will be ex officio member of all standing committees. The President shall have general and active management of the business of The Society and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute bonds, mortgages, and other contracts in the name of The Society, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of The Society.
7.2: Duties of the President-Elect. The President-Elect shall serve as a member of the Board and as Chair of the Membership Committee. In the absence of the President, the President-Elect will preside at all meetings of the members and Board of Directors. The President-Elect shall perform other duties as may be directed by the Board.
7.3: Duties of the Secretary-Treasurer. In addition to the rights and duties ordinarily placed on the Secretary-Treasurer of a corporation by law, custom or parliamentary usage, and those granted and imposed in other provisions of these bylaws, the Secretary-Treasurer shall be the official custodian of all records and all securities and the income therefrom owned by the society, subject to the direction and disposition of the Board of Directors. The Secretary-Treasurer shall chair the Finance Committee. The Board may select a bank or trust company to act as custodian in place of the Secretary-Treasurer of all or any part of such securities and to act as agent of the corporation in collecting the income therefrom. The Secretary-Treasurer shall perform other duties as may be directed by the Board.
7.4: Duties of the Past President. The Past President shall serve as a member of the Board of Directors and as Chair of the Nominating Committee.
7.5: Additional Duties. In addition to the duties and powers provided in these bylaws, the Officers shall exercise such powers and perform such duties as determined appropriate and necessary by the Board.
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ARTICLE VIII: THE BOARD OF DIRECTORS
8.1: Board. The Society shall be governed by a Board composed of the President, the President-Elect, Secretary-Treasurer, the Past-President and seven (7) Directors. The Board shall act as the Board of Directors of The Society. Each Board member shall be elected by a majority vote of the Regular Members and shall serve for three years. The Board members shall be representative of The Society's interdisciplinary membership and represent the stated purpose of the organization. The editor-in-chief of the official journal of The Society shall be an ex-officio member of the Board. The editor-in-chief of the official journal of The Society will not have voting privileges.
8.2: Duties and Responsibilities of the Board. The general management of The Society shall be vested in the officers and in the Board. The Board shall make arrangements for all meetings sponsored by The Society. The Board has final authority to approve, approve in part, or reject reports and recommendations of committees.
8.3: Eligibility. For a Regular Member of The Society to be eligible for nomination to the Board, he/she must have been an active Regular Member of The Society for a minimum of two years.
8.4: Election and Terms. Board members shall serve a three year term, commencing at the conclusion of the Annual Meeting. No more than three (3) Board member’s terms shall expire in any given year. The Board shall be free to adjust terms of Board members to satisfy this latter requirement provided the adjustment is not for more than one year and not more than once for any one Board member’s term of office.
8.5: Vacancies. Vacancies shall be filled in the following manner:
8.5.1: A vacancy in the office of President shall be filled by the President-Elect, who shall complete the unexpired term as well as the presidential term for which elected. The President-Elect office shall be filled at the discretion of the Board.
8.5.2: In the event of a vacancy in the office of the Secretary-Treasurer, the Board shall appoint a Board member to fill the vacancy until the next annual election at which time a Secretary-Treasurer shall be elected to fill the unexpired term. Until the Board of Directors can convene to fill such vacancy, the President shall assume the duties of the Secretary-Treasurer in addition to their other responsibilities.
8.5.3: The Board shall have the power to fill the unexpired term of any Board member between annual elections. Vacancies in the seven Board member positions shall be filled at the discretion of the Board if such vacancy occurs prior to December 31. At the next regularly scheduled election after such vacancy, the eligible voting membership shall elect a Board member to fill the unexpired term. If such vacancy occurs after December 31, the position shall remain vacant until the next regularly scheduled election, at which time the eligible voting membership will elect someone to fill the unexpired term.
8.6: Quorum. Six (6) members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.
8.7: Provisions and Limitations. No person who has served as a member of the Board shall be eligible for re-election to the Board within five years after completing the term of office. A Board member may be elected as an Officer of The Society, providing the Board member is eligible to serve as an Officer of The Society according to Provisions and Limitations stipulated in Article 6.5.
8.9: Standard of Care. A Board member shall perform the duties of a Board member, including duties as a member of any Board Committee on which the Board member may serve, in good faith, in a manner such Board member believes to be in the best interest of The Society and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.
In performing the duties of a Board member, a Board member shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
A. one or more officers or employees of The Society whom the Board member believes to be reliable and competent as to the matters presented;
B. counsel, independent accountants, or other persons as to matters which the Board member believes to be within such person’s professional or expert competence; or
C. a Committee upon which the Board member does not serve, as to matters within its designated authority, provided that the Board member believes such Committee merits confidence;
so long as in any such case, the Board member acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
Except as provided in Article XII below, a person who performs the duties of a Board member in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a Board member, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which a corporation, or assets held by it, are dedicated.
8.10: Limitations on Interested Persons. At all times not more than forty nine percent (49%) of the Board members of The Society may be interested persons. An interested person means either of the following:
A. any person currently being compensated by The Society for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Board member in his or her capacity as a Board member; or
B. any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person described in subparagraph (A) above.
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ARTICLE IX: COMMITTEES
9.1: There shall be three types of Committees: Standing Committees, Board of Directors Committees, and Presidential Committees.
9.1.1: Standing Committees shall be appointed by the Board to perform continuing functions and service.
9.1.2: The Board shall appoint such other committees as necessary to address issues of interest to the membership and to fulfill Society functions. The name, composition and mandate of such committees shall be at the discretion of the Board.
9.1.3: The President may appoint Presidential Committees to address issues of interest to the president. The mandate of such committees may not duplicate the mandate of standing or Board committees. Presidential committees report directly to the President and are disbanded at the conclusion of the President’s term in office.
9.2: Subcommittees may be appointed by the Board of Directors or the Chair of a standing committee. Should a committee chair determine the need for a subcommittee, it must consist only of members of the full committee. The Board may appoint subcommittees and at its discretion it may include some members not currently members of the committee. Such appointments should be limited to those members with special expertise in the subject area that the committee is addressing.
9.3: Committee membership is restricted to members of The Society except when the purpose of The Society requires the addition of knowledgeable individuals from other fields. Non Society members will not be voting members of the committee. The President shall be an ex officio member of each committee. The principle staff person responsible for administering the day-to-day affairs of the Society shall also be an ex officio member of all committees.
9.4: No member of a committee shall serve more than three consecutive one-year terms on the same committee, but an individual may serve three additional years if made a chair or vice chair of the committee.
9.5: Committees shall submit timely reports of their activities, findings, recommendations and progress to the appointing authority.
9.6: Joint Committees may be established with other community, governmental or scientific organizations.
9.7: The Board of Directors shall have the right to dissolve committees, enlarge committees, appoint consultants or advisors, remove any member, and fill any vacancy.
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ARTICLE X: AMENDMENTS TO THE BYLAWS
The by-laws may be altered, amended or repealed by a majority vote of the Regular Members of The Society. Proposed changes to the by-laws shall be provided to Regular Members who, within thirty (30) days, will vote to accept or reject these changes in a mail and/or electronic ballot.
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ARTICLE XI: INDEMNIFICATION
11.1: Right of Indemnity. To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, The Society shall indemnify and advance expenses to its agents, in connection with any proceeding, and in accordance with Section 5238. For purposes of this Article, “agent” shall have the same meaning as in Section 5238(a), including Board members, officers, employees, other agents, and persons formerly occupying such positions; “proceeding” shall have the same meaning as in Section 5238(a), including any threatened action or investigation under Section 5233 or brought by the Attorney General; and “expenses” shall have the same meaning as in Section 5238(a), including reasonable attorneys’ fees.
11.2: Approval of Indemnity. On written request to the Board in each specific case by any agent seeking indemnification, to the extent that the agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d). Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of Board members who are not parties to the proceeding, whether, in the specific case, the agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c), and, if so, shall authorize indemnification to the extent permitted thereby.
11.3: Advancing Expenses. To the fullest extent allowed by Section 5238 of the California Nonprofit Public Benefit Corporation Law, and except as otherwise determined by the Board in specific instances, the Board shall authorize the advance of expenses incurred by or on behalf of an agent of The Society in defending any proceeding prior to final disposition, if the Board finds that:
A. the requested advances are reasonable in amount under the circumstances; and
B. before any advance is made, the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.
Unless the Board of Directors finds compelling reasons to do otherwise, the undertaking shall be unsecured, and no interest shall be charged on the obligation created thereby.
11.4: Insurance. The Board may adopt a resolution authorizing the purchase of insurance on behalf of any agent against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, and such insurance may provide for coverage against liabilities beyond this corporation’s power to indemnify the agent under law.
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ARTICLE XII: PROHIBITED TRANSACTIONS
12.1: Loans. Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, The Society shall not make any loan of money or property to, or guarantee the obligation of, any Board member or officer; provided, however, that The Society may advance money to a Board member or officer of The Society or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such officer or Board member so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
12.2: Self Dealing Transactions. Except as provided in Section 12.3 below, the Board shall not approve or permit The Society to engage in any Self Dealing Transaction.
12.3: Approval. The Society may engage in a Self Dealing Transaction if the transaction is approved by a court or by the Attorney General. The Society may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) The Society is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to The Society at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the Board member’s interest in the transaction, and by a vote of a majority of the Board member then in office, without counting the vote of the interested Board member or Board members.
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ARTICLE XIII: DISSOLUTION OR LIQUIDATION
In the event of the dissolution or final liquidation of The Society, none of the property of The Society nor any proceeds thereof shall be distributed to or divided among any of the officers or Board member of The Society or inure to the benefit of any individual. After all liabilities and obligations of The Society have been paid, satisfied, and discharged, or adequate provisions made therefore, all remaining property and assets of The Society shall be distributed to one or more organizations designated (1) by the Board, (2) pursuant to a plan of distribution adopted as provided for in the law of the State of California, or (3) if there is no appropriate plan of distribution, as a court, pursuant to the provisions of the State of California Nonprofit Corporation Act, may direct; provided, however, such property shall be distributed only to organizations which are organized and operated exclusively to comply with all of the following conditions:
A. Such organization shall be organized and operated exclusively for charitable, scientific, or educational purposes;
B. Transfers of property to such organization shall, to the extent then permitted under the statutes of the United States, be exempt from Federal gift, succession, inheritance, estate or death taxes (by whatever name called);
C. Such organization shall be exempt from Federal income taxes by reason of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
D. Contributions to such organizations shall be deductible by reason of Section 170 of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
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ARTICLE XIV: CONTRACTS, BANKING, AND GIFTS
14.1: Contracts and Other Documents. The Board of Directors, except as otherwise required by law, the Articles of Incorporation, or these Bylaws, may authorize any Officer or Officers, agent or agents of The Society, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of The Society and such authority may be general or confined to specific instances.
14.2: Checks, Drafts, and Loans. All checks, drafts, loans, or other orders for the payment of money, notes or other evidence of indebtedness shall be issued in the name of The Society in such manner as shall be from time to time determined by the Board. In the absence of such determination, such instruments shall be signed by the Secretary-Treasurer.
14.3: Deposits. All funds of The Society shall be deposited to the credit of The Society in such banks, trust companies, or other depositories as the Board may from time to time select.
14.4: Gifts. The Board may accept on behalf of The Society any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
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ARTICLE XV: BOOKS AND RECORDS
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, Officers, and committees having any authority of the Board, and shall keep at its principal office a record giving the names and addresses of the Officers. All books and records of The Society may be inspected by any Board member, or his agent or attorney, for any proper purpose at any reasonable time.
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ARTICLE XVI: FISCAL YEAR
The fiscal year of The Society shall begin on the first day of January and end on the last day of December in each calendar year.
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