BYLAWS
OF THE
INTERNATIONAL PARKINSON AND
MOVEMENT DISORDER SOCIETY, INC.
(amended September 2020)
ARTICLE I
Name and Purposes
1.1 Name. The name of the organization shall be the “International Parkinson and Movement Disorder Society, Inc." (the “Society”).
1.2 Purposes. The object and mission of the Society shall be to advance the neurological sciences pertaining to movement disorders; to operate exclusively for scientific, scholarly and educational purposes; to encourage research; to provide forums, such as medical journals, scientific symposia and International Congresses, for sharing ideas and for advancing the related clinical and scientific disciplines; and to encourage interest and participation in the activities of the Society among healthcare and allied professionals and scientists.
1.3 Net Earnings. No part of the net earnings of the Society shall inure to the benefit of any individual, except that the corporation Society shall be authorized and empowered to pay reasonable compensation for services rendered.
ARTICLE II
Offices
The principal office of the Society shall be the office of the Administrative Secretariat, as determined by the International Executive Committee.
ARTICLE III
Members
3.1 Classes of Members. There shall be the following classifications of membership in the Society:
- Regular members;
- Junior members;
- Retiree members;
- Health Professional (Non-Physician) members;
- Basic Science members;
- Student members; and
- Honorary members
3.2. Qualifications. Any person having an interest in the Society, dedicated to the purposes of the Society, and willing to uphold the Bylaws of the Society may be eligible for membership. Eligibility for specific classes of membership shall be set forth within a written policy in the Leadership Manual as adopted by the International Executive Committee.
To be eligible to receive a No Fee Membership as a Regular, Health Professional, or Basic Science member, a candidate must have experience as a health care or allied professional or scientist and uphold the purposes and Bylaws of the Society. No Fee Members must indicate that they are unable to afford their membership dues by submitting an application to MDS.
No person shall be denied membership in the Society on the basis of race, age, gender, creed, sexual orientation or national origin.
3.3. Selection of Members. The International Executive Committee shall have the power of decision in the consideration of each candidate's eligibility for membership in any class (i.e., regular, junior, retiree, health professional (non-physician), basic science, student, or honorary) and its judgment upon such eligibility shall be final. The International Executive Committee may, from time to time, establish such requirements and procedures as it may deem necessary or appropriate in order to carry out the provisions of this Article III. The International Executive Committee may also, in exceptional circumstances, waive any requirement of membership in any class in any particular instance. The International Executive Committee may establish and maintain one or more committees to assist it in carrying out the provisions of this Article III.
3.4 Membership Dues. The dues for Regular, Junior, Health Professional (Non-Physician), Basic Science, Student, and Honorary members shall be determined by the International Executive Committee.
3.5 Voting Rights. All Regular, Health Professional (Non-Physician), Basic Science, Retiree, and Honorary members, including “No Fee” Members, that are in good standing are entitled to a vote as provided in these Bylaws for the purpose of (a) electing officers and the members of the International Executive Committee (i.e., directors), (b) voting on proposed amendments to these Bylaws; and (c) voting at general business meetings. All Junior members will have the option to pay full membership dues, in which case they will be entitled to voting rights. Student members shall not have voting rights. Any matter to be decided by a vote of the membership shall, except as otherwise provided herein or in the New York Non-Profit Corporation Law (the “N-PCL”), be decided by majority vote of members present in person or by proxy.
3.6 Termination of Membership. Membership in any class shall cease upon (a)
death; (b) written notice from a member of termination of his or her membership; (c) except for classes of membership not required to pay membership dues, as set forth in Article 3.4, failure to pay annual membership dues for two (2) consecutive years; (d) ceasing to meet the eligibility requirements for such class of membership; or (e) expulsion in accordance with a resolution of the International Executive Committee for reasons deemed appropriate by a two-thirds (2/3) vote of the International Executive Committee and transmittal of notice of same by the Society to the terminating member.
3.7 Transfer of Membership. Membership in the Society is not transferable or assignable.
3.8 Annual Meeting. An annual meeting of the members shall be held each year for the transaction of such business as may come before the meeting and for the election of members of the International Executive Committee (i.e., directors). The place, date and time of such meeting (and of all component meetings and events thereof) and the agenda of business to be conducted thereat, shall be determined by the International Executive Committee.
3.9 Special Meetings. Special meetings of the members may be called by (a) the
President; (b) the International Executive Committee as determined by Articles 4.6 and 4.7; or (c) the Secretary upon written request of not less than one-tenth (1/10) of members having voting rights. Upon delivery to the Secretary of a written request pursuant to (c), above, stating the purpose(s) of the requested meeting, dated and signed by the persons entitled to request such meeting, the Secretary shall give, within fifteen (15) days after such delivery, notice of such meeting to the members of the Society.
3.10 Notice of Meetings. Written or printed notice stating the place (which may be within or without the state of New York), day and hour of any meeting of members shall be signed by the President or Secretary of the Society and shall be delivered personally, by first class mail, or electronically, to each member entitled to vote at such meeting, not less than thirty (30) nor more than fifty (50) days before the date of such meeting. In case of a special meeting or when otherwise required by statute or by these Bylaws, such notice shall also include the purpose or purposes for which the meeting is called. In the case of a special meeting, no business other than that specified in the notice of such meeting shall be transacted at any such meeting.
3.11 Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing or electronically, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof.
3.12 Quorum. The presence in person or by proxy of not less than the active members entitled to cast one hundred (100) votes or one-tenth (1/10) of the total number of votes entitled to be cast, whichever is lesser, shall constitute a quorum for the transaction of business at any meeting of members. If a quorum is not present at such meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
3.12 Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing or electronically by the member or by his or her duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE IV
International Executive Committee
4.1 General Powers. The property, activities, affairs and management of the Society shall be vested in a board of directors which shall be known as the “International Executive Committee.” Only members entitled to vote shall be eligible to serve on the International Executive Committee. Members of the International Executive Committee are sometimes referred to herein as “directors.”
4.2 Number, Tenure, and Qualifications. The International Executive Committee shall consist of (a) the officers of the Society, (b) ten (10) other individuals (“at-large directors”) elected by the members of the Society, and certain ex-officio, nonvoting members as appointed by the International Executive Committee, such as the chairs of typical and atypical sections of the Society, and (c) the chair of the International Congress Oversight Committee. The terms of the at-large directors shall be for four (4) years. One-half (½) of the ten at-large members of the International Executive Committee shall be elected alternately every two (2) years at an annual meeting of the Society in accordance with the procedures set forth in this Article IV and Article 5.2, below.
4.3 Regular Meetings. The regular meeting of the International Executive Committee shall be held during or as soon as practicable before or after the annual meeting of members of the Society; provided, however, that the International Executive Committee shall have the discretion to determine the date, time and place (which may be within or without of the State of New York) of such meeting. The business to be conducted by the International Executive Committee at such meetings shall include, but not be limited to, the selection of the chief editors of the journal(s) published by the Society and the decisions to sponsor scientific meetings and International Congresses, publish educational material and support scientific projects and fellowships. Proposals for amendments to these Bylaws shall first be approved by the International Executive Committee.
4.4 Special Meetings. Special meetings of the International Executive Committee may be called by the President of the Society or upon the written request of any two (2) directors then in office.
4.5 Notice. Notice of any special meeting of the International Executive Committee shall be given at least thirty (30) days prior thereto by written notice delivered personally, sent by first class mail, or electronically to each director at his or her address as shown by the records of the Society. Such notice shall set forth the place (which may be within or without the State of New York), date, and time of the meeting, and shall be signed by the Secretary or the President. Any director may waive his or her right to such notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the International Executive Committee need be specified in the notice or waiver of notice of such meeting. At any meeting attended by all of the directors, any business may be transacted notwithstanding the lack of due notice of such meeting.
4.6 Quorum. At any meeting of the International Executive Committee, a majority of the number of directors then in office shall constitute a quorum for the transaction of any business. If the number of directors necessary to constitute a quorum shall fail to attend at the time and place fixed for any regular or special meeting of the International Executive Committee, the directors in attendance may adjourn from time to time without notice or other announcement at the meeting until the requisite number of directors to constitute a quorum shall attend.
4.7 International Executive Committee Decisions. The affirmative vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the International Executive Committee or any committee thereof, unless the act of a greater proportion is required by law or by these Bylaws.
4.8 Resignation and Vacancies. An elected director may resign by presenting to the President of the Society his or her resignation in writing. Any vacancy occurring in the International Executive Committee and any seat to be filled by reason of an increase in the number of directors, shall be filled by the International Executive Committee. A director appointed to fill a vacancy shall hold office until the next annual meeting at which the election of directors is in the regular order of business and until his or her successor is duly elected and qualified.
4.9 Compensation and Expenses. The International Executive Committee may provide stipends to persons who provide services to the Society that require an extraordinary expenditure of time. The International Executive Committee may provide for reimbursement of reasonable expenses incurred in the performance of the director’s duties, including the expense of traveling to and from International Executive Committee meetings.
4.10 Action Without a Meeting. Any action required or permitted by the Certificate of Incorporation, these Bylaws, or any provision of the N-PCL to be taken by the International Executive Committee at a meeting thereof may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed by all of the directors entitled to vote on the subject matter of the action and retained in the corporate records. Such consent may be either written or electronic. Action taken pursuant to written consent shall be effective when the last International Executive Committee member signs the consent or upon such other effective date as is specified in the consent.
ARTICLE V
Officers
5.1 Officers. The officers shall be a President, a President-Elect, a Secretary, a Secretary-Elect, a Treasurer, a Treasurer-Elect and the Immediate Past-President, all of whom shall be members of the International Executive Committee (i.e., directors). The term of each office of the Society shall be two (2) years. Officers of the Society shall be elected by the members of the Society at an annual meeting of the Society in the manner provided in Article 3.8, above. No officer may be reelected to the same office. Election or appointment as an officer shall not of itself create contract rights.
5.2 Method of Election; Qualifications. Election of officers will be held every two (2) years. With the exception of the ballot for President-Elect, those candidates with the highest numbers of votes will be appointed to the vacant positions. In an election year, a slate of officers shall be recommended by a Nominating Committee appointed by the President. The President shall use his or her best efforts to take into account the international scope of the Society's membership and provide for a broad representation on the Nominating Committee. The Secretary will instruct the International Secretariat to share, either through written or electronic communication, this slate of candidates to all members of the Society entitled to vote not less than one hundred and twenty (120) days before the annual meeting of members of the Society at which the election of officers shall be conducted. Such members may nominate other candidates for any officer position by mailing such nomination(s) to the Secretary via the Administrative Secretariat not later than sixty (60) days before such annual meeting. A member must receive nominations for an office from a minimum of twenty-five (25) other members in order to be declared an official candidate for such office. The Secretary and the Secretary-Elect shall oversee the election of officers at the annual meeting and ensure that each member has only one vote; they will tally the votes and declare the winners of the election at such meeting. In the ballot for President-Elect, if no one has received more than fifty percent (50%) of the votes cast, the two candidates with the greatest number of votes will face each other in a second election to take place immediately at such annual meeting; such election shall be supervised similarly to the first. The Secretary shall notify the winners of the election and announce the winners by placing a notice on the website. The newly elected officers shall assume their offices at the International Congress of the year in which their election occurs.
5.3 Removal, Resignation and Vacancies. An International Executive Committee member may be removed from the Committee by a vote of the International Executive Committee members, if they fail to participate in three (3) consecutive meetings or conference calls in the absence of extenuating circumstances as judged by the officers. If an International Executive Committee member is removed, the acting President will appoint a replacement who will serve until the time of the next election, at which point the Nominating Committee will determine whether or not the replacement will stand for election. The length of the term served by the replacement will not count toward the 4-year term if it is determined that the member will stand for election. In the event that a person serving as an officer of the Society is removed or resigns as a member of the International Executive Committee (i.e., a director), such person shall also be deemed removed or to have resigned as an officer of the Society. Additionally, any officer may be removed from office by a vote of the members unless such person was elected or appointed by the International Executive Committee in which event such officer may be removed by the International Executive Committee. Any officer may resign at any time by giving written notice to the International Executive Committee, the President or the Secretary. Any such resignation shall take effect when the notice of resignation is delivered, unless the notice specifies a later effective date and the Society accepts the later effective date. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any person serving as an officer who resigns his or her office shall also be deemed to resign as a member of the International Executive Committee (i.e., a director).
5.4 Powers and Duties. Officers of the Society shall have such powers and authority as may be conferred and such duties as may be prescribed by the International Executive Committee from time to time, including, without limitation, the following powers, authority and duties:
(a) President: The President shall preside at meetings of the Society and of the International Executive Committee and shall make decisions within the existing policy as approved by the International Executive Committee. The President will plan, organize, direct and coordinate the activities of the Society, delegating when he or she thinks fit to ensure that the objectives of the Society are attained. The President will make a report to the International Executive Committee and to the general membership at their meetings outlining the past operations of the Society. Among each President's responsibilities shall be the appointment of the Nominating Committee and the appointment of the chairpersons of the standing committees. The President shall also be empowered to establish and abolish ad hoc committees and to appoint chairpersons and members of such committees for specific tasks of the Society, as needed. The President may invite committee chairpersons and the organizers of scientific meetings to attend meetings of the International Executive Committee when it is deemed appropriate. The President is also a non-voting ex-officio member of all committees.
(b) President-Elect: In the case of death, disqualification, removal, resignation or absence of the President, or of his or her inability from any cause to act, the President-Elect shall perform the duties of the office of President. In addition, the President-Elect will automatically become the next President when the term of the current President is completed.
(c) Secretary: The Secretary will record the minutes of the meetings of the membership and of the International Executive Committee. The Secretary will oversee the contractual relationship between the Society and the Administrative Secretariat. The Secretary shall also be responsible to give notice of and attend all meetings of the Society; to call special meetings of the Society pursuant to article 3.8 of these Bylaws; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of members of the Society; to collect fees, annual dues and subscriptions and pay them over to the Treasury; and generally to devote his or her best efforts to forwarding the business and advancing the interests of the Society.
(d) Secretary-Elect: The Secretary-Elect will assist the secretary and perform the duties described above, and will automatically become the next Secretary when the term of the current Secretary is completed.
(e) Treasurer: The Treasurer will be responsible for keeping an account of the monies as set forth within a written policy as adapted by the International Executive Committee. The Treasurer shall issue a written financial report annually, indicating the income, expenses and balance of the Society. The Treasurer shall seek professional guidance to make sure that the finances of the Society are recorded in compliance with laws and regulations governing the non-profit status of the Society. The Treasurer shall automatically be a member of the organizing committee of the International Congresses and, with the principal organizer, provide a written report on the status of the Congress to the president of the Society at least every six (6) months. The Treasurer shall automatically serve as chairman of the Financial Affairs Committee.
(f) Treasurer-Elect: The Treasurer-Elect will assist the treasurer and perform the duties described above, and will automatically become the next Treasurer when the term of the current treasurer is completed.
(g) Immediate Past-President: the Immediate Past-President shall be available to the President for counsel and assistance as needed.
5.5 Bond of Treasurer. The Treasurer shall, if required by the International Executive Committee, give to the Society such security for the faithful discharge of his or her duties as treasurer of the Society as the Treasurer may direct. However, the fee for any such bond or security shall be paid by the Society.
5.6 Compensation and Expenses. The International Executive Committee may provide stipends to persons who provide services to the Society that require an extraordinary expenditure of time. The International Executive Committee may provide for reimbursement of reasonable expenses incurred in the performance of the officer’s duties.
ARTICLE VI
Publications
6.1 Publications. The journal “Movement Disorders” (the “Journal”) shall be the official publication of the Society. It shall consist of printed and online text and an audiovisual presentation, consistent with the aims of the Society. The Society may publish additional journals and books, transactions, and other scientific and medical reports consistent with the objectives of the Society.
6.2 Chief Editor(s). The chief editor(s) of the journal(s) sponsored by the Society shall be appointed by the International Executive Committee. The chief editor(s) shall serve a term of five (5) years, unless removed earlier by a majority of the International Executive Committee. The chief editor(s) may be reappointed by the International Executive Committee for a single five-year term. The International Executive Committee shall have the option to appoint one or two chief editors for its journals. If the latter, one editor should serve the needs of the members and authors from the Western hemisphere and the other the needs of the members and authors from the Eastern hemisphere.
Approximately eighteen months prior to the expiration of the terms of the chief editor(s), the President shall appoint a search committee to make a recommendation to the International Executive Committee for a new chief editor(s), although the International Executive Committee is not required to follow that recommendation. The search committee shall request that the current chief editor(s) make recommendations for successors based on information learned about those who have served the chief editor(s) as reviewers and as members of the editorial board. The search committee shall make its recommendations known to the International Executive Committee at least one (1) month prior to the meeting of the International Executive Committee at which time the selection of the next chief editor(s) will be made. It is recommended that the appointment be made at least one (1) year prior to the starting date of the next chief editor(s) to allow for a smooth transition period. The official starting date shall be on January 1 every five (5) years, but manuscripts and audiovisual materials for review should begin to be assessed by the new chief editor(s) approximately six (6) months prior to such date.
6.3 Members of the Editorial Board. The members of the editorial board of the Journal shall be selected by the chief editor(s) and will serve a non-recurring term of four (4) years. An attempt shall be made to stagger the terms of the editorial board members. After being absent from the editorial board for at least two (2) years, a former member can be re-appointed to serve an additional four-year term. The chief editor(s) shall take into account the international scope of the Society's membership and provide for a broad representation when selecting members of the editorial board.
6.4 Annual Report. The chief editors shall submit an annual written report to the president as to the current status of the journal(s), with copies submitted to the members of the editorial board and to the International Executive Committee.
ARTICLE VII
Standing Committees and Regional Sections
7.1 Creation of Committees. The International Executive Committee may establish standing committees, each to have a chairperson appointed by the President. Each chairperson will serve for a two (2)-year term, renewable once only, unless removed earlier by a two-thirds (2/3) vote of the International Executive Committee conducted by secret ballot. Members of these standing committees are to be appointed by the chairperson, with the approval of the President and ratification by the International Executive Committee. Committee members shall also serve a two (2)-year term, renewable once only, although they may be reappointed after being off the committee for at least one year. Efforts should be made to ensure that not all members of a committee are obligated to rotate off at the same time.
The chairperson of a standing committee may elect to establish subcommittees and task forces of that committee in order to accomplish the committee’s mission.
7.2 Regional Sections. The International Executive Committee may establish Regional Sections to represent the Society, promote education in the field of Movement Disorders, and provide a more effective representation of MDS members by region.
Each Regional Section shall be represented by its own regional Officers and Executive Committee, and are to uphold the policies and procedures established by the International Executive Committee. Any Regional Section not in compliance may be disbanded by a vote of the International Executive Committee.
ARTICLE VIII
International Congresses
International Congresses of the Society shall be held upon the recommendation and approval of the International Executive Committee.
ARTICLE IX
Other Scientific Meetings
The International Executive Committee may organize scientific meetings other than the International Congresses. An attempt should be made to take into account the traditions of past successful meetings.
Other scientific meetings proposed to the Society shall require the approval of the International Executive Committee. In granting such approval, the International Executive Committee shall take into account the Society's fiscal responsibilities. The International Executive Committee may or may not choose to offer financial support of such meetings. A written agreement specifying arrangements for profits and losses shall be required between the Society and the organizer.
ARTICLE X
Amendments
Any amendment, alteration or repeal of these Bylaws may be proposed (a “proposed Bylaws amendment”) by members of the Society (as provided below) or by the International Executive Committee of its own initiative. If an amendment is proposed by members of the Society, such proposal must be made in writing, signed by at least ten (10) such members and submitted to the Secretary at least one hundred and twenty (120) days prior to a meeting of the International Executive Committee. The International Executive Committee shall consider proposed amendments for referral to the Bylaws Committee. In the event the International Executive Committee refers a proposed Bylaws amendment to the Bylaws Committee, said Committee shall consider same and make a recommendation regarding same to the International Executive Committee within such time that the International Executive Committee may consider such recommendation at its next scheduled meeting. If the Bylaws Committee determines to recommend approval by the International Executive Committee of a proposed Bylaws Amendment, it shall draft the text of such proposed amendment and submit same to the International Executive Committee as part of its recommendation of approval. The International Executive Committee shall consider the recommendation of the Bylaws Committee regarding such proposed amendment and vote on the approval of such recommendation at the meeting of the International Executive Committee which next follows its receipt of such recommendation. If the International Executive Committee approves such proposed Bylaws amendment, such proposed amendment shall be submitted to the members of the Society for approval and incorporation into the Bylaws at the meeting of members which next follows the approval of the International Executive Committee of such proposed Bylaws amendment, subject, however, to the notice requirements set forth in Article 3.10, above. The affirmative vote of two thirds of the votes cast shall be required in order for the proposed Bylaws amendment to become effective, in which event such amendment shall be incorporated into the Bylaws of the Society.
ARTICLE XI
Dissolution of the Society
Upon the dissolution of the Society, the assets of the Society remaining after payment of, or provision for, all liabilities or obligations of the Society shall be distributed to such organizations having purposes or objectives similar to those of the Society as the International Executive Committee may designate for scientific and educational purposes within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (or the corresponding provisions of any successor law).
ARTICLE XII
Fiscal Year
The fiscal year of the Society shall commence on the first day of January each year and end with the thirty-first (31st) day of December in such year.
ARTICLE XIII
Meetings by Electronic Means of Communication
The International Executive Committee and any committee thereof may, in addition to conducting meetings in which each participant participates in person, and notwithstanding any place set forth in the notice of meeting or these Bylaws, conduct any meeting by the use of any electronic means of communication, provided that all participants may simultaneously hear each other during the meeting.
Before the commencement of any business at a meeting described above at which any participant did not participate in person, all participants shall be informed that a meeting is taking place at which official business may be transacted.
ARTICLE XIV
Indemnification
The Society shall, to the fullest extent authorized by N-PCL, indemnify any International Executive Committee member (i.e., director), officer, committee chairman, committee member, employee or agent of the Society (a “covered person”) against reasonable expenses and against liability incurred by such person in a proceeding in which he or she was a party by reason of the fact that he or she was an International Executive Committee member, officer, committee chairman, committee member, employee or agent of the Society. These indemnification rights shall not be deemed to exclude any other rights to which the covered person may otherwise be entitled. The Society may, to the fullest extent authorized by the N-PCL, indemnify, reimburse, or advance expenses of a covered person.
ARTICLE XV
Miscellaneous
15.1 Checks, Drafts, etc. All checks, drafts and orders for payment of money shall be signed in the name of the Society and shall be signed and countersigned by such officer or officers as the International Executive Committee or other duly authorized employees or agents of the Society shall from time to time designate for the purpose.
15.2 Contracts. When the execution of any contract or other instrument has been authorized without specification of the executing officers, the President together with the Secretary, may execute the same in the name and in behalf of the Society.
15.3 Audit. The Society’s accounts are to be audited at least once each year by a certified public accountant and this report is to be presented by the Treasurer to the International Executive Committee.
ARTICLE XVI
Corporate Seal
The Society shall have no seal.