Constitution and By-Laws
May 21, 2012

c) Corporate Member: An organization, association or other entities may become members if their  activities are consistent with the mission of the College.  Corporate members are entitled to send any  of their employees or representatives to the annual meeting, but neither the corporate members nor  their employees or  representatives are eligible to vote.

d) Emeritus member and fellows: A member or fellow may become emeritus after they have ceased their scientific or medical occupation for which they received remuneration (i.e., income based on professional services has ceased or is less than 20% of full time occupational income). Upon approval by the Membership Committee and the Governing Council, an emeritus member or fellow will receive discounted dues and will receive a discount of 50% of the registration rate for formal meetings and conferences.

e) Honorary member:The designation of 'Honorary Member' shall be bestowed upon persons of any citizenship or scientific discipline who, upon nomination of a member of the Officers or Member of the Governing Council, or their designees, and approval of the Governing Council. It is a designation to an individual that the College would like to recognize and honor for accomplishments in their careers, work or discoveries which significantly advance the field of neurocognitive medicine, neuropsychiatry or clinical neuroscience.

Section 2: Acceptance for Membership
The Membership Committee will review and make recommendations to the  Governing Council in regard to applications for and other matters relating to membership. The determination of the Governing Council shall be final in the consideration of eligibility for each category of membership.
Membership shall cease upon;

(a) Death
(b) Written notice by a member, in which case membership shall cease on December 31 of the then current calendar year
(c) Failure to pay the annual dues, in which case membership shall cease on December 31 of the following year, unless such failure has been cured prior thereto; or
(d) Expulsion in accordance with a resolution of, and a written notice by, the Chair of the Governing Council following the affirmative vote by a two thirds majority of the members of the Governing Council. 

Membership shall cease upon receipt of written notice from the Governing Council.

Section 3: Voting Members
Only individual members, emeritus members and fellow members who have paid their annual dues by March 30th of the year to which the annual dues applies shall have the right to vote on the business of the College. In order to fully participate in the governance of the College, members are responsible to keep the American College of Neurocognitive Medicine's membership office notified of their current electronic and other mailing addresses. Members should anticipate that the majority of communications between the College and the membership office will be electronic.

Section 4: Annual Meetings
The annual meetings of the College  shall be held on the date and at the location proposed by the Program Committee with the approval of the Governing Council. The Governing Council, in conjunction with the Program Committee, the President and the Executive Director will organize the annual meeting.  All major contracts for the annual meeting will be reviewed and approved by the Governing Council. Any perquisites that may accrue as a result of the signing of the contract will be exclusively assigned to the College and will be distributed by the Governing Council.  At the annual meeting the President-elect shall assume the office of President, reports of the affairs of the College shall be considered, and any other business may be transacted which is within the power of the members. Written notice of each annual meeting shall be given to each member entitled to vote, addressed to such member at his electronic address appearing on the books of the College.

Section 5: Special Meetings
Special meetings of the members may be called at any time by the President or Chair of the Governing Council. Notices of any special meeting shall specify in addition to the place, day and hour of such  meeting, the general nature of the business to be transacted.

Section 6: Voting
The affirmative vote of a majority of the members present in person or by proxy at any meeting of the members shall be the act of the members, unless the vote of a greater number is required by statute, the Articles of Incorporation or these Bylaws.  For purposes of Sections 7 and 8, all  references to members shall mean members eligible to vote on College business.

Section 7: Quorum
The presence in person or by proxy of one quarter of the membership shall constitute a quorum for any business requiring a vote by the membership.

Section 8: Proxies
Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the
Executive Director of the College; provided that no such proxy shall be valid after the expiration of the maximum period of time permitted by law.

Section 9: Dues and Membership Fees
Annual dues shall be determined by the Governing Council after receiving recommendations from the Treasurer and the Finance Committee.

 

Article III: Speciality Certification

Section 1: There are five core disciplines of the College.  These are Neuropsychiatry, Psychiatry, Neurology, Behavioral Neurology, Physical Medicine & Rehabilitation.

Section 2: There will be four tracks to speciality certification;

Track One
Physicians with board certification in Neuropsychiatry, Psychiatry, Neurology, Behavioral Neurology, Physical Medicine & Rehabilitation must complete the Application for Subspecialty Certification in Neurocognitive Medicine and take the written examination. The oral examination may be waived. Waiver of the oral examination will be determined by the College's Profesional Standards Committee.  In special circumstances, the written examination may also be waived by the Professional Standards Committee for exceptional candidates with special training or experience.

Track Two
Physicians with board eligibility in Neuropsychiatry, Psychiatry, Neurology, Behavioral Neurology, Physical Medicine & Rehabilitation must complete the Application for Subspecialty Certification in Neurocognitive Medicine and take the written and oral examinations. If a candidate in this category has completed residency training within three years of making application, the candidate will obtain a recommendation from their residency training director.

Track Three
Physicians who are considered to be eminent in their field or are a recognized expert in at least two of the 'core disciplines' of the College as outlined in the organization's Constitution & Bylaws, may be nominated for subspecialty certification by two concurring Diplomats. The Professional Standards Committee will review the evidence and either award certification or deny certification based on the merit   of the information provided.

Track Four
Physicians who are board certified in Internal Medicine or Neurosurgery who have completed a minimum   of 100 Continuing Medical Education hours in at least two of the following core areas of disciplines: Cognitive Disorders, Traumatic Brain Injury (with emphasis on post-surgical neurocognitive rehabilitation), Neurology (with either emphasis in cognitive disorders. movement disorders or Epilepsy/Seizures), Psychiatry (with emphasis on advanced psychopharmacology), Neuroradiology, and   Neuroendocrine Dirorders.  The Professional Standards Committee will review each application for merit  and is responsible for the final decision.  An oral examination may be required.

 

Article IV: Committees

Section 1: Governing Council
There shall be a Governing Council (Council) consisting of the President, President-Elect, the Immediate Past President, Secretary, Treasurer, and six Councilors. The Chair of the Council shall hold the office of President upon his written designation or upon his absence from Council meetings.  The Chair shall be elected by a majority vote of the Council. The Executive Director is an ex-officio member of the Council without vote. The Editor of the official journal will also be an ex-officio member of the Council without vote. Councilors shall be elected for three year terms. All Officers and Councilors must be Fellows of  The American College of Neurocognitive Medicine. In furtherance of said authority, the Council shall have the power to review and approve all contracts and to reincorporate the College to and in any jurisdiction within the United States determined by the Council to be the best interest of the College.

(a) The Governing Council shall transact all business of the American College of Neurocognitive Medicine(ACNM), approve or disapprove all recommendations of all business of ACNM, fix all dues and assessments for ACNM, and adopt, from time to time, rules and regulations for the election of all classes of membership. The Council will hire the Executive Director and define the duties and responsibilities of that position. The Council shall create and direct all standing committees as is necessary to conduct the affairs of ACNM shall call all meetings of ACNMthat are not herein prescribed, shall make arrangements for the dates of retreats and the Annual Meetings, and shall transact all business not otherwise provided for that may pertain to ACNM. They shall review and obtain legal consultation about any legal issues of relevance to ACNM. They shall also seek appropriate opportunities to inform the general public about activities or scientific advances of members or scientific presentations at meetings.

(b) The Council shall have the power to discipline an individual upon the recommendation of the Professional Standards, and in accordance with the Bylaws and a two-thirds vote of the Council(Article II Section 10.c). The decision of the Council to expel or otherwise discipline an individual shall be final and effective.

(c) The full Council will meet at least once during Annual Meeting and at such other times as the President  or Chair directs. Council willreview, modify if necessary, and approve, by majority vote, the actions and recommendations of the committees. The recommendations will subsequently be presented to the general membership for action as needed.

(d) Each Council member shall obtain from the Secretary a current compilation of corporate documents, including the ACNM Constitution and Bylaws, past minutes of annual and council meetings for the last year, up to date financial status reports, and pertinent policies and procedures.

 

Article V: Officers

Section 1
The Officers of the College shall be: President, President-Elect, Treasurer, Secretary and Chair of the Governing Council. A President-Elect shall be elected every other year at the annual meeting or by ballot and cannot serve successive terms as President. Once elected, Officers shall serve in the following capacities: President-Elect for one (1) year, and President for three (3) years.  The Council shall appoint the Secretary and Treasurer for two (2) year term s which may be renewed.

Section 2: President
The President will serve as the chief executive of the College and act to maintain the good standing of College for its members, patients, and the public. The President will ensure strategic implementation of the mission, vision and goals of the College  and will also perform other duties consistent with the goals of the College that may be assigned from time to time by the Council. The President will act as vice-chair of the Governing  Council during formal meetings.  The President will act as chair of the Executive Committee, and other meetings of the organization as well as preside at the Annual meeting.  The President is empowered, with Council approval, to appoint members and chairs of all standing committees, and appoint ad hoc committees for specific tasks of the College, as needed. The President may appoint task forces for specific and temporary activities  in furtherance of the Association’s business. The President may invite committee chairs and the organizers of scientific meetings to attend meetings of the Council when he/she deems appropriate. The President, together with the Chair of the Governing Council, shall  be the spokesperson for ACNM to the membership and public. The President, in consultation with the Executive Committee, may authorize single expenditures up to, but not exceeding, $10,000.  Any single expenditure over $10,000 must be authorized by a majority of the Governing Council.

Section 3. Governing Council Chair
The Governing Council Chair will work closely with the President to enable the  key goals for the current Presidential term consistent with the mission and vision of the College. Governing Council Chair  will act for the President when the latter is disabled, not available, or specifically requested to do so by the President. The Governing Council Chair ensures that Robert's rules of order are followed during major meetings.

Section 4. Treasurer
TheTreasurer will be responsible for handling of the monies of the College,  including making deposits into appropriate bank accounts and making payments on behalf of the College. The Treasurer will issue a written financial report annually, indicating the income, expenses, and balances of the College. In addition, the Treasurer will assist the Executive Directori n the performance of the Executive Director’s financial  responsibilities. The Treasurer is accountable to the Council for overseeing the day to day financial matters of the College and to make regular financial reports to the Council for review and decisions. The Treasurer works closely with the Finance Committee for furtherance of the financial goals of the  College. The Treasurer is empowered to sign checks up to a limit determined by the Council.  Checks for a higher amount will require the signature of both the Treasurer and President.  If the Treasurer is absent, the Chair of the Governing Council will act on his behalf. If the office of the Treasurer-Elect is filled, he/she 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.

Section 5. Secretary
The duties of the Secretary will be performed by the Executive Director unless the Council appoints a separate person to fill this role. The Secretary will maintain an accurate list of the membership together with their addresses and other appropriate information. The Secretary takes and files minutes for meetings of the Executive Committee, Council, annual business, and other major meetings as assigned by the President or Chair of the Governing Committee.  The Secretary shall notify the membership of the time, place and agenda of the Annual and other meetings of the ACNM at least sixty (60) days prior to such meetings. The Secretary shall supply the Editor  of the newsletter with such notices, news and business of ACNM  as are to be published.  He or she will receive interim and annual reports of all committees and maintain these in permanent file. The Secretary shall notify candidates of election to membership and of changes in membership status. The Secretary shall consult and cooperate with the Officers, Councilors, committees and membership as appropriate.

Section 6. Councilors
Councilors work in conjunction with the Executive Committee to conduct the business of the College as described in Article III section 1. Six  Councilors each serve 3-year terms and will be elected by the membership who cast ballots. The rotation schedule has two of six Council positions regularly rotating each year.  A slate of candidates will be selected by the Nominating Committee after polling the membership (Article III section 8).  A Councilor may not serve more than two consecutive terms. In the event that a Councilor position is vacated prematurely, a new Councilor can be appointed by the President to complete that term and this appointed term will not count toward the elected term limits for that individual.  The Chair of the Governing Council must ratify the President's appointment.  Appointed Councilors may be candidates for Council in subsequent elections, following all the rules stated above for nomination, election and term limits.

Section 7. Executive Director
The post of Executive Director of the College will be a 3-year contractual position occupied by an individual appointed by the Council who maintains a position independent from that of the elected officers. The Executive Director’s function will be as set forth in his/her contract and/or job description as directed by the Council. The Executive Director’s service to the College shall be governed by the terms of a written employment contract between the Executive Director and the Council.  The Executive Director will report to the Chair of the Governing Council outside of schedule Council meetings.

 

Article VI: Indemnification

The College shall indemnify to the full extent authorized or permitted by law, as now in effect  or as hereafter amended, any person made or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative, including an action by or in the right of the College) by reason of the fact that he is or was a member, officer, councilor, employee or agent of the College or serves any other enterprise as such as the request of the College. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which  such persons may be entitled apart from this Article V. The foregoing right of indemnification shall continue as to a person who has ceased to be a member, officer, councilor, employee or agent and shall enure to the benefit of the heirs, executors and administrators of such a person.

 

Article VII: Dissolution

The College may be dissolved upon the vote of a majority of the voting members present in person or by proxy at the annual meeting at which a quorum is present, whether by attendance in person or by proxy. Upon the dissolution of the College, the Council shall, after paying or making provision for the payment of all of the liabilities of the College, dispose of all of the assets of the College exclusively for the purposes of the College in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under §501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), as the Governing Council shall determine. The dissolution of the College in connection with the reincorporation of the College in a different State shall not trigger the provisions of this section.

 

Article VIII: Amendments

Amendments to the Bylaws and/or Articles of Incorporation of the American College of Neurocognitive Medicine may be proposed by the Governing Council or by any voting member provided the proposed amendment is in writing, co-signed by ten (10) additional voting members, and submitted to the Executive Director, President or Chair of the Governing Council not later than May 1 of any year. The Executive Director will present all amendments which have been timely-filed to the Bylaws Committee for consideration on or before their first meeting occurring after May 20. In the event the Bylaws Committee approves the proposed amendment, the Bylaws Committee shall review the proposed amendment and, if approved by the Governing Council, will circulate the amendment to all voting members for vote by proxy and to be placed on the agenda at the annual meeting of the College. An affirmative vote of the majority of the voting members at the annual meeting in which a quorum is present, whether by attendance in person or by proxy, shall be required for the amendment to be adopted.