Minnesota Neurosurgical Society

BYLAWS OF
MINNESOTA NEUROSURGICAL SOCIETY BYLAWS

ARTICLE I:  Name and Location

Name.  The name of this corporation shall be the Minnesota Neurosurgical Society (“MNNS”).

Purpose: MNNS is organized as a service organization for neurological surgeons practicing in the State of Minnesota to help advance the prevention and treatment of neurosurgical problems for Minnesota citizens.  These goals will be pursued by holding periodic scientific, educational, and organizational meetings for officers and members of MNNS; by encouraging MNNS members to work with legislators and citizens of Minnesota to promote relevant educational and legislative programs; to promote fellowship and communication among neurological surgeons practicing in Minnesota; to cooperate with other state medical organizations such as the Minnesota Medical Association (MMA) in all matters of mutual interest and advantage to the public; to help State legislators regarding matters relevant to neurosurgical health-related issues, to encourage public education/prevention programs; and to operate exclusively for the public in general and MNNS members specifically in issues relevant to both.

Office.  The principal office of MNNS shall be assumed to be the location where the residing President maintains his principal office.

Other Offices: MNNS also may have offices at other places as MNNS may from time to time determine or as the business of MNNS may require

ARTICLE II – Board of Directors

Powers: The business and affairs of MNNS shall be managed by or under the discretion of the Board of Directors, which shall be referred to as the “Executive Committee”.  The Executive Committee  may exercise all such powers of MNNS and take all lawful actions unless prohibited by the Articles of Incorporation or by the By Laws.

Number and Election: The Executive Committee shall consist of the five voting members: the President, Past-President, Secretary-Treasurer, and two Members-at-Large.Each Director  shall be elected for and serve a term of three (3) years and may be re-elected to one or more subsequent consecutive terms up to a maxim of three (3) consecutive terms.  A third, non-voting Member-at-Large, of the Executive Committee will be an Associate Member currently in a neurosurgical residency training program. This non-voting Member-at-Large shall be elected for a term of one (1) year.  In addition, the President may appoint ex officio non-voting members of the Executive Committee.  Members of the Executive Committee shall be elected at an annual meeting of Members.  Each member of the Executive Committee elected shall hold office until such member’s successor is elected or until such member’s earlier resignation or removal.

Vacancies: Any vacancy occurring on the Executive Committee may be filled until the next annual meeting of Members, by the affirmative vote of a majority of the members of the Executive Committee in office, even if less than a quorum.

Meetings: Regular meetings of the Executive Committee shall be held on such dates and at such times and locations as may be designated by the Executive Committee upon reasonable notice.

Waiver of Notice: Notice of a meeting of the Executive Committee may be given either personally, by telephone, or by any form of mail, addressed to the Member at least ten days before the meeting.  Notice shall be deemed given when it is personally given or place in the mail.  The notice need not specify the purpose or business of the meeting.  An Executive Committee member may in writing waive notice, and presence at any meeting without objection to the transaction of business shall constitute waiver of required notice.

Quorum and Vote at Meetings: At any meeting of the Executive Committee, a majority of the total number of the voting members of the Executive Committee shall constitute a quorum for the transaction of any business.  A majority of votes cast at a meeting of the Executive Committee, duly called and at which a quorum is present and remains, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these By Laws.  If, at any meeting of the Executive Committee, there is less than quorum present, a majority of those present may adjourn the meeting, without further notice, until a quorum is present.  At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

Action without Meeting: Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all members of the Executive Committee.

Telephone Meetings: Any or all members of the Executive Committee or of any committee of the Executive Committee may participate in a meeting of such executive Committee or committee by means of conference telephone or similar communications equipment.

Resignation and Removal of Members of the Executive Committee: Any member of the Executive Committee may resign by written notice to the President.  Unless otherwise specified in such notice, the resignation shall take effect upon its receipt.  Whenever in the judgment of the Executive Committee the best interests of MNNS will be served thereby, any member may be removed from office by a majority vote of the voting members of the Executive Committee in office, at any meeting of the Executive Committee duly called and at which a quorum is present.

Committees: The Executive Committee may, by a resolution adopted by a majority of the voting members of the Executive Committee in office, appoint from among its members one or more committees composed of two or more members of the Executive Committee, for such purposes and with such powers as the Executive Committee may provide, except that no such Committee(s) shall have or exercise the authority of the Executive Committee in the management of MNNS.  Members of the Corporation may also be appointed to serve with members of the Executive Committee on such Committees at the discretion of the Executive Committee.

Reimbursement: Members of the Executive Committee shall not be entitled to compensation of their services as Executive Committee members or as committee members but may receive reimbursement for any reasonable expenses incurred in attending meetings or for other authorized activities or expenses.

2,12    Rules of Procedure: The Executive Committee may adopt or establish rules of procedure for conducting all meetings of the Corporation provided such rules are not inconsistent with the Articles of Incorporation, these Bylaws or Minnesota law.  In the absence of Executive Committee action the President shall establish rules of procedure for conducting meetings provided such rules are not inconsistent with the Articles of Incorporation, these Bylaws or Minnesota law.

2.13    Executive Committee Conflict of Interest:  The Executive Committee shall have a conflict of interest policy that shall apply to all Executive Committee members, officers and committee members that shall be in accord with the Minnesota Nonprofit Corporation Act.  Such policy shall require Executive Committee members, officers and committee members to annually acknowledge they have reviewed and accept the conflicts of interest policy.

ARTICLE III:  OFFICERS

Positions: The Board of Directors of MNNS shall be composed of the President, a Secretary-Treasurer, two Members-at-Large, and the Past-President.

Election and Term of Office: The President shall be the immediate past-Secretary-Treasurer, who shall be elected bi-annually by the Members. Each officer shall each serve for a term of two years and thereafter until such officer’s successor is chosen or until the officer’s death, disability, resignation, or removal.  If a vacancy occurs in the office of President, the Secretary-Treasurer shall exercise the duties of President.    If a vacancy occurs in any office other than the President, the Executive Committee may elect a person to fill the unexpired term of the officer and may replace the vacant position on the Executive Committee for the remainder of the unexpired term by appointing a Member who meets the minimum qualifications to be a member of the Executive Committee.

Resignation and Removal: Any officer may resign at any time by delivering a written resignation to the President or the Secretary-Treasurer.  Unless otherwise specified in such notice, the registration shall take effect upon its receipt.  Whenever in the judgment of the Members the best interests of MNNS will be served thereby, any officer may be removed from office by the affirmative vote of two-thirds of the voting Members present, at any meeting of the Members duly called and at which a quorum is present, or by a majority of theExecutive Committee.

President: The President shall be the Chief Executive Office of MNNS, shall be a member ex officio of all standing committees, shall be the Chair of the Executive Committee, and shall have general and active management of the business of MNNS.  The President, or in the President’s absence, the Secretary-Treasurer, shall preside at all meetings of the Executive Committee.

Past-President: The Past-President shall have such powers and fulfill such duties as the Executive Committee may from time to time prescribe.

Secretary-Treasurer: The Secretary-Treasurer shall maintain the minutes of meetings of the Executive Committee and shall perform like duties for standing committees when required.  The Secretary-Treasurer shall cause notice to be given of all special meetings of the Executive Committee, and shall perform such other duties as may be prescribed by the Executive Committee or by the President, under whose supervision the Secretary-Treasurer shall function.  The Secretary-Treasurer shall have authority to attest to the authenticity of any document required to be signed on behalf of the Corporation.    The Secretary-Treasurer may also attest to all instruments signed by the President.

The Secretary-Treasurer shall have the custody of the MNNS’ funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to MNNS, and shall deposit all monies and other valuable effects in the name and to the credit of MNNS in such depositories as may be designated by the Executive Committee.  The Secretary-Treasurer shall disburse the funds of MNNS as ordered by the Executive Committee, taking proper vouchers for such disbursements.  The Secretary-Treasurer shall make a report of the finances of MNNS at each meeting of the Executive Committee, and shall otherwise render an account of transactions as Secretary-Treasurer and of the financial condition of MNNS whenever requested by the President or Executive Committee.  The Secretary-Treasurer shall arrange for an annual audit of the finances of MNNS by a certified public accountant if requested by the Executive Committee, and this audit shall become a part of the Secretary-Treasurer’s annual report.  The Secretary-Treasurer shall be Chair of the Finance Committee.

Reimbursement: Officers shall not be entitled to compensation for their services. Officers may receive reimbursement for any reasonable expenses incurred in attending meetings or for other authorized activities and expenses.

ARTICLE IV – Membership

Members: There shall be four classes of membership in MNNS: Active Membership, Senior  Membership, Honorary Membership, and Associate Membership.  Only Active Members shall be entitled to vote.  The membership may be international in scope and there is no limit to the number of Members.

Membership Certificates:  The Corporation, through its Membership Committee, shall issue a membership certificate to each individual who is accepted as a Member.  Such membership certificate shall contain the name of the Corporation and the fact that it is a Minnesota Non-Profit Corporation and shall state: (1) the name of the Member; (2) the membership class of the Member; (3) the voting rights of the Member; and (4) the effective date of the commencement of the membership: and (5) the length of the membership term.  Membership certificates are personal to the person to whom they are issued and shall not be assignable or transferable in any manner.

Active Members:

An applicant for Active Membership in MNNS must be a licensed physician, whose practice is substantially limited to neurological surgery in the State of Minnesota.  Active Members must have been certified or be eligible for certification by the American Board of Neurological Surgeons and be a member in good standing of the American Association of Neurological Surgeons.

Each applicant for Active Membership shall file with the Membership Committee such documentation of eligibility requirements and such other information as is necessary to determine the applicant’s qualifications for membership, and shall authorize the Membership Committee to obtain other relevant information from appropriate sources.

Honorary Members: Honorary Membership may be granted to certain individuals whom the Executive Committee selects without reference to the foregoing qualifications. Honorary members may not vote on issues before the society nor hold office in the society.

Senior Members: Active Members in good standing may apply to the Secretary-Treasurer in writing for Senior Membership, due to the onset of long-term illness, retirement from active practice, or for other reasons deemed sufficient by the Executive Committee.  Senior Members shall be exempt from payment of annual dues.  Senior Members may continue to receive the Annual Meeting program and the newsletter.  Senior Members may be reinstated to Active Membership.

Associate Members: Associate Membership shall be available to any resident or fellow in good standing in a neurosurgical training program in Minnesota, or in a fellowship immediately following completion of a neurological surgery training program. Mid-level providers in Minnesota who have a neurosurgeon as a supervising physician are also eligible for Associate Membership. Applicants for Associate Membership shall furnish to the Executive Committee or its designee such information as it may require.

Professional Standing: Complaints against members in any class may be filed, and sanction may be imposed, pursuant to the Professional Conduct Rules and Procedures of MNNS.

Censure, Suspension, and Expulsion:  A member of this Society may be censured, suspended or expelled for good cause in accordance with Chapter IV of these Bylaws.

Causes

Expulsion from membership in the American Medical Association, American Association of Neurological Surgeons or any of their constituent associations.
Revocation or suspension of a member’s license to practice medicine by a regularly constituted state authority.
Conviction in a court of law of a felony or an offense involving moral turpitude.
Any cause or act which the membership deems destructive to the goals or reputation of the Society as determined by a two-thirds vote of the Active membership.
Failure to abide by the provisions of these Bylaws.
Violation of the standards of professional conduct approved by the Society in accordance with the AANS and the CNS.

Reinstatement: A Member of this Society who has been dropped or expelled from membership may be reinstated, provided he makes application for membership in the same manner as provided in these Bylaws for an original application for membership, and he pays any assessments in arrears at the time he ceased to be a Member and his reinstatement is approved by the Executive Committee

A Member who has been suspended from membership shall automatically be reinstated at the termination or commutation of his suspension.  However, if the suspended Member was an Officer or a member of the Executive Committee and the position had been declared vacant, the Member shall not resume the position upon reinstatement.

ARTICLE IV – Member Meetings and Elections

Meetings of the Members: The annual business meeting and any other regular meetings of the Members shall be held on such dates and at such times and places as are determined by resolution of the Executive Committee, upon at least forty-five days written notice to the Members.  The presence at the meeting of a Member without objection to the transaction of business shall constitute waiver of notice by such Member. If an annual meeting of the Members has not been held during the preceding 15 months, an annual meeting may be called upon written demand to the President by at least ten (10) Active Members.  Within 30 days of receipt of such written notice the President shall call and convene an annual meeting.

4.02    Special Meetings:  Special Meetings of the Members may be called upon written demand to the President by ten (10) or more of the Active Members.  Any demand for a Special Meeting shall be in writing, signed by the Members making the demand, and be addressed and delivered to the President.  Within 30 days of receipt of such written notice the President shall call and convene a special meeting of the Members.  All Special Meetings shall be held at such locations as may be determined from time to time by the President and specified in the Notice of the meeting.

4.03   Quorum and Voting Requirements: The presence of ten (10 Active Members entitled to vote shall constitute a quorum for the transaction of business. The affirmative vote of a majority of those present at a meeting at which a quorum exists shall be sufficient to take or authorize any action of MNNS, unless otherwise required by law or these Bylaws.  At any meeting of Members, each Active Member present at such meeting shall be entitled to cast one (1) vote on any question coming before the meeting.

4.04  Nominations for Office: At least sixty days before the Annual Meeting of MNNS, the Executive Committee or its designee shall select and report to the Secretary-Treasurer the names of nominees for the offices to be filled.  The Secretary-Treasurer shall advise the membership in writing of the nominees at least forty-five days before such Annual Meeting.  Not less than thirty days before the Annual Meeting, any Member of MNNS may nominate any additional eligible candidate(s) for office in writing, signed by each, and sent to the Secretary-Treasurer.  The Secretary-Treasurer shall provide notice to each Member of any additional nominations at the Annual Meeting.
4.05Elections: Each Active Member of MNNS shall be entitled to vote for the election of officers at the Annual Meeting.  The nominee for each office receiving the most votes shall be elected.  Each Active Member of MNNS shall be entitled to vote at the Annual Meeting for the election of members at large of the Executive Committee.  Votes for each candidate shall be tabulated, the candidate with the fewest votes dropped from the slate, and further ballots completed until candidates sufficient to fill the vacancies each receive a majority of votes of the Active Members present and voting.  In the event of a tie vote in any election of officers or members at large of the Executive Committee, the President shall cast the deciding vote.

4.06Rules of Order: Robert’s Rules of Order governing deliberative bodies shall prevail at the meetings of MNNS unless otherwise provided by the By Laws; however, if the application of such rules is infeasible, the officer presiding at such meeting may determine that another suitable body of rules shall prevail.

4.07    Notice to Members:  Each Member shall be entitled to receive ten (10) days’ written notice of the time and place of all meetings and of the purpose of all Special Meetings of Members.  Such notice shall be given to the Member in person or by facsimile communication, sent by electronic mail or by such other methods as are fair and reasonable as determined in the sole discretion of the President.  Any Member may waive, in writing, notice of any Meeting of the Members.  Attendance by a Member at a meeting shall constitute a waiver of notice by that Member unless the Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at that meeting. Meetings of the Members may be held at any location permitted by Minnesota law.

4.08    Failure to Receive Notice:  The failure of a Member to receive notice of an Annual Meeting or Special Meeting of the Members shall not invalidate any action which may be taken by the Members at any such Annual Meeting or Special Meeting.

ARTICLE V – Fees

Annual Dues and Initiation Fees: The annual dues shall be established by the Executive Committee.  All annual dues shall be payable before the next Annual Meeting.  Applicants for membership in MNNS who have received notification of approval of their membership application by the Executive Committee on or before January 1 in any year shall pay annual dues for that calendar year.  Members admitted during a calendar year shall pay a pro rata share of the fees for that year at the rate of 1/12th of the annual dues for each full month remaining in the current calendar year.  There is no initiation fee.

Suspension for Non Payment: Members who do not pay such dues to MNNS shall become delinquent sixty days after the Annual Meeting.  A Default in payment of fees or dues owing for one year following the last Annual Meeting shall automatically cause a suspension of membership.  Honorary Members shall not be required to pay any fees.  Any Member whose membership in MNNS in suspended because of nonpayment of dues as required may apply to the Executive Committee or its designee for reinstatement.  This Committee shall recommend reinstatement or rejection to the Executive Committee, which shall then vote on such suspended Member’s reinstatement.  A majority vote of the Executive Committee present and voting shall be required for reinstatement.

Special Assessment: The Executive Committee shall have the power to impose special assessments.

ARTICLE VI – Committees

Standing Committees: MNNS shall establish standing committees (comprised of members or others appointed by the President) including the following:

The Annual Meeting Committee shall consist of the President (Chair), and others needed for the preparation and management of the Annual Meeting.  The Scientific Program shall include general and open scientific sessions, discussion groups, special courses and workshops, as well as such other activities as may be directed by the Executive Committee.
MNNS Resident Award will be given to the resident whose paper is selected by the attendees at the Annual Meeting
The Publication Editor shall be appointed by the President and shall prepare editions of the Newsletter and maintain the MNNS Website as directed by the Executive Committee.

Other Committees: The President may appoint standing committees on an ad hoc basis.

Quorums: The majority of each committee shall constitute a quorum thereof.  Each Committee may select its own secretary.

Annual Report: The Chair of each standing committee shall make an annual report to the Executive Committee at a time designated by the President and shall otherwise report to the Executive Committee upon request as warranted by such committee’s activities.

Expenditures: Except to the extent specified in these By Laws or authorized by resolution of the Executive Committee, no committee or committee Chair or Member shall be authorized to represent or bind MNNS in any manner or to any degree, or to incur any liability, obligation, contract or debt on behalf of MNNS.

Terms of Office: The term of office of a member of any committee shall begin with the last day of the Annual Meeting in the years of appointment.

Meetings: Any committee shall meet at the call of its Chair or of any two members of the committee.

Voting: Each committee member shall be entitled to one vote, either in person or by signed proxy.

Publications: Publications and official information, proceedings, and papers presented at annual meetings and committee investigations must be approved by the Executive Committee before publication.  However, additions to the Website and publication of the Newsletter may be made after approval by the President or Secretary-Treasurer.

ARTICLE VII – Representatives

MNNS shall maintain standing representatives, delegates, members, or liaisons to other organizations or committees as may be deemed advisable by the President and the Executive Committee, (in accordance with each organization’s rules and agreements with MNNS.

Each representative shall file a report with the Secretary-Treasurer of MNNS concerning the activities of such representative’s committee or organization within thirty days after a meeting of that organization or committee.  In the absence of a formal meeting of the organization or committee, an annual report shall be filed at least thirty days before the Annual Meeting of MNNS.

ARTICLE VII – Auxiliary of MNNS

An auxiliary shall be established composed of the spouses of the Members of MNNS.  Auxiliary members may participate in activities such as reception of guests at the Annual Meeting, arranging social functions related to activities of MNNS, assisting in the registration of Members and guests at the Annual Meeting, and other activities designated by the Executive Committee.  The Auxiliary may establish rules to govern its activities.  Membership in the Auxiliary is encouraged but not required.

ARTICLE IX – Indemnification

MNNS shall indemnify to the maximum extent permitted by law (but only to the extent covered by any insurance MNNS may from time to time maintain or as otherwise may be determined by the Executive Committee as its discretion) each officer, director, or Committee member, and each person who has severed at its request as a director or office or representative to another corporation, and each former such person (covered persons) against expenses (including attorneys’ fees), judgments, and fines actually and necessarily incurred by such officer, director or Committee member in connection with the defense of any action, suit proceeding, of whatever nature, whether civil, criminal, legislative, administrative, or investigative, in which such covered person is made a party by reason of serving MNNS in such capacity.  This indemnification extends to any criminal action, suit, investigation or proceeding, provided that the same shall be dismissed against such covered person or that such covered person shall be found not guilty; provide, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise.  The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of the matters occurring before the adoption of this provision of the Bylaws.  Such indemnification likewise extends to a criminal action, suit, investigation proceeding that is terminated by a plea of nolo contendere, or its equivalent, to a charge of misdemeanor, provided that the conduct complained of on the [art of the covered person was done in good faith and with the belief that it was in the best interests of MNNS and on the reasonable assumption of its legality.

No such reimbursement or indemnification shall relate to any expense incurred in connection with any matter as to which such covered person has been adjudged to be liable for negligence or misconduct in the performance of any duty.

The indemnification provided herein shall not preclude other right which such covered person may have under any agreement, vote of the Executive Committee or otherwise.

The indemnification provided herein shall be effective only upon a determination by the Executive Committee (upon the vote of disinterested members of the Executive Committee only) or upon the Executive Committee’s request, by independent legal counsel, that the standards for such indemnification have been met.

ARTICLE X – Amendments

These By Laws may be amended and new By Laws adopted by a majority vote of the Members present at any business meeting at which a quorum is present at the time of the vote.

ARTICLE XI – General Governing Provisions

Execution of Instruments: All checks or demands for money and notes of MNNS shall be signed by such officer or officers or such other person or persons as the Executive Committee may from time to time designate.

Seal: MNNS may have a seal of such design as the Executive Committee may adopt.  The custody of the seal shall be with the Secretary-Treasurer who shall have authority to affix the seal to all instruments for which it is required.

Fiscal Year: The fiscal year of MNNS shall be as determined by the Executive Committee.

Liquidation: In the event of liquidation, dissolution, or other discontinuance of the business and operations of this corporation, no surplus remaining after payment of the just debts and liabilities of the corporation shall be distributed to or among the Members of the corporation, but the entire amount of such surplus shall be distributed in such amounts and to such not-for-profit organizations whose purposes are similar to those for which the Minnesota Neurosurgical Society, Inc. is organized or for such other educational or charitable purposes as the Executive Committee shall by resolution direct.

CERTIFICATION

I, the undersigned, certify that I am the Chief Executive Officer of Minnesota Neurosurgical Society, and that the attached Bylaws were adopted as the Bylaws of the corporation.

Anthony Bottini, M.D., Chief Executive Officer