The name of this corporation shall be the Illinois State Neurosurgical Society, Inc., hereinafter called “Society”.
The purpose of the Society as stated in its Certificate of Incorporation is to promote the highest possible standard of neurosurgical care by facilitating the interchange and dissemination of knowledge of neurosurgical surgery and to create a special medical society that can represent its membership in all matters of direct concern to them. Furthermore the Society should promote and foster education and understanding of neurological surgery to elected officials and the general public.
The Society also has such powers as are now or may hereafter be granted by the General Not-For-Profit Corporation Act of the State of Illinois.
Article III - Offices
The Society shall have and continuously maintain in this State a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Illinois as the board of directors may from time to time determine. The Board of Directors (Article VI) will have the opportunity, from time to time, to decide if a management entity will assist in the maintenance of the Society.
Article IV - Members
Section 1. Classes Of Members
The Society shall have three classes of members. The designation of such classes and the qualifications of the members of such classes shall be as follows:
Active members of this Society shall be physicians licensed to practice medicine and actively practicing Neurosurgery in the State of Illinois.
Resident members shall certify with a letter from their chairman that they are a resident in an accredited allopathic or osteopathic program. Membership dues for residents will be $5.00 per year.
Senior membership may be granted to neurosurgeons who have retired from the active practice of medicine. The Membership chairman will inform the Board of a neurosurgeon who has been granted senior membership and no membership dues or fees will be required for a senior member.
The Board of Directors shall from time to time offer honorary membership to those individuals in neurosurgery who exemplify the highest ideals of the practice of neurosurgery. These exemplary individuals do not necessarily have to be in active practice in the State of Illinois.
Section 2. Qualifications For All Classes Of Members
A candidate for membership of any class shall have received or be actively engaged in a recognized formal training allopathic or osteopathic program in neurosurgery.
Section 3. Maintenance of Membership
A neurosurgeon is considered a member of the Society if he or she is not delinquent on the annual dues and has disclosed basic demographic information as required by the Membership Chair.
Membership in the Society is a privilege, not a right, and is contingent upon compliance with the Articles of Incorporation and the Bylaws of the corporation. No person shall remain a member of the Society unless he or she is of good moral character and adheres to the principles of medical ethics of the American Medical Association. In addition, if the neurosurgeon has been expelled, for whatever reason, from the AANS or CNS, then he or she can no longer be considered a member of the Society and will be so informed by certified mail.
Section 4. Voting Rights
Each active member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 5. Termination Of Membership
The Board of Directors by affirmative vote of two-thirds of all of the members of the Board may suspend of expel a member for cause, after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XIII of these Bylaws.
Section 6. Resignation
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
Section 7. Transfer of Membership
Membership in this Society is not transferable or assignable.
Article V – Meetings of Members
Section 1. Annual Meetings
The Spring meeting will be held in conjunction with the Interurban Meeting in Chicago. The annual meeting shall include in its agenda the annual reports of the officers. It will also serve the purpose of electing new officers and directors as stipulated below.
An annual Fall meeting of the members shall be held each year at the date and in the place designated by the Board of Directors. The Board of Directors will designate the agenda and any other business transactions of the Society.
Section 2. Special Meetings
Special meetings of the members may be called either by the President, the Board of Directors, or not less than one-tenth (1/10) of the active members of record as of the 31st day of December of the preceding year.
Section 3. Place of Meetings
The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Section 4. Notice of Meetings
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, facsimile or electronic to each member entitled to vote at such meeting, not less than five or more than forty days before the date of such meeting, by or at the direction of the President, or the Secretary, of the officers or persons calling the meeting. In case of a special meeting or when required by statute of these Bylaws, the purpose for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Society, with postage thereon prepaid.
Section 5. Quorum
A quorum shall consist of those active members present and eligible to vote at any regular or special business meeting of the Society, but in no event shall a quorum consist of less than ten active members eligible to vote. Except as otherwise provided by law or by these Bylaws, a majority of the votes entitled to be case by the active members present at a meeting at which quorum is present will constitute an action of the membership.
Section 6. Vote of the Membership
Voting rights as specified by these Bylaws shall be exercised by the active members in person, or by proxy, or by mail ballot when such a ballot is called for by the Board of Directors. Cumulative voting, to place all votes for a particular candidate or a particular issue, is specifically prohibited.
Article VI – Board of Directors
Section 1. General Powers
The affairs of the Society shall be managed by its Board of Directors.
Section 2. Number, Tenure And Qualifications
The Board of Directors shall consist of the incoming President, Vice President, Secretary Treasurer, and Membership, the two most recent past presidents of the Society, the elected JCSNS representative(s), plus two additional directors. The two additional directors shall be elected from two general quadrants; the first quadrant encompasses Cook County and the second quadrant encompasses the remainder of the State. The Officers, Directors and Delegates for the CSNS will be elected for one year terms, which will commence immediately after election during the Annual Spring Meeting.
Section 3. Regular Meetings
A regular meeting of the Board of Directors shall be held, without other notice than this Bylaw, on a semi-annual basis. The Board of Directors may provide by resolution for the time and place, either within or without the State of Illinois, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board. The person or persons authorized to call special meetings of the Board may fix any place, including any form of electronic conference, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two days previously thereto by written notice delivered personally or sent by mail, telegram, facsimile, or electronic to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Any director may waive notice of any meeting. 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 on, nor the purpose of, any regular or special meeting of the Board need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Action
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws.
Section 8. Vacancy
Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.
Section 9. Compensation
Director as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular of special meeting of the Board.
ARTICLE VII – Officers
Section 1. Officers
The officers of the Society shall be a President, Vice President, Secretary, Treasurer and Membership Chair. The officers shall be elected in accordance with the provisions of this Article. All officers shall be active members of the Society. No officer can succeed themselves in any one office.
Section 2. Election and Term of Office
The President, Vice-President, Secretary, Treasurer and Membership Chair of the Society shall take office every year at the annual Spring meeting of the members of the Society Nominations for an officer of the Society shall be presented to the active members by a Nominating Committee, or made from the floor by the active members at the annual Spring meeting, and that nominee who receives the majority vote of the members casting ballots at the meeting shall be deemed elected. Each President, Vice-President, Secretary, Treasurer and Membership Chair shall serve for a single term of office only and shall not succeed him or herself. The person elected Vice-President shall automatically succeed to the office of President, the person selected as Secretary shall automatically succeed to the office of Vice-President, the person selected as Treasurer shall automatically succeed to the office of Secretary and the Membership Chair shall succeed to the office of the Treasurer.
Section 3. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise maybe filled by the Board of Directors for the unexpired portion of the term.
Section 4. President
The president shall be the principal executive officer of the Society and shall in general supervise and control all of the business and affairs of the Society. He shall preside at all meetings of the members and of the Board of Directors. He may sign with the secretary, or any other proper officer of the Society authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Bylaws or by statute to some other officer or agent of the Society; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President may appoint an alternate delegate to the JCSNS with approval of the Board.
Section 5. Vice President
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 6. Secretary
The Secretary shall perform all duties incident to the office of Secretary. He shall keep the minutes of the meetings of the members of the Society in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Society, and see that the seal of the Society is affixed to all documents, the execution of which on behalf of the Society under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office addressed of each member which shall be furnished to the secretary by such members; and in general, perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President of by the Board of Directors.
Section 7. Treasurer
The Treasurer shall perform all duties incident to the office of Treasurer. If require by the Board of Directors, he shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Society, receive and give receipts for monies due and payable to the Society from any source whatsoever, and deposit all such monies in the name of the Society in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article IX of these Bylaws.
Section 8. Membership Chair
The Membership Chair shall perform all duties incident to the annual collection of dues of the members of the Society. Annual dues statements should be sent via mail to all active neurosurgeons in the State of Illinois no later than by the end of the first quarter of each calendar year. The Chair should maintain records of all active members, recognize senior members status and inform the Board of those individuals that do not fulfill criteria of membership as stipulated in the bylaws.
ARTICLE VIII – Committees
Section 1. Committees
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution and subject to the limitations set out in Section 21 of the Illinois Not-For-Profit Corporation Act, shall have and exercise the authority of the Board of Directors in the management of the Society, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or him by law.
Section 2. Nominating Committee
The Nominating Committee shall consist of the President and the two immediate past Presidents.
Section 3. Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the Society may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be members of the Society, and the President of the Society shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Society shall be served by such removal.
Section 4. Chairman
One member of each committee shall be appointed Chairman by the Board of Directors.
Section 5. Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the committee.
Section 7. Rules
Each committee may adopt rules for its own government inconsistent with these Bylaws or with rule adopted by the Board of Directors.
Article IX - Contracts, Checks, Deposits and Funds
Section 1. Contracts
The Board of Directors may authorize any officer, or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc
All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer, or officers, agent or agents, of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or by the President.
Section 3. Deposits
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society.
Article X – Certificates of Membership
Section 1. Certificates of Membership
The Board of Directors may provide, at the discretion of the Board, for the issuance of certificates evidencing membership in the Society, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President, or Vice-President, and by the Secretary and Membership Chair and shall be sealed with the seal of the Society, and shall contain a legend to the effect that such certificates are not transferable. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Society. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote.
Article XII – 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 year.
Article XIII – Dues
Section 1. Annual Dues
The Board of Directors may determine from time to time the amount of the initiation fee, annual dues, and special assessments payable to the Society by members of each class. Senior members and Honorary members shall be excluded from the payment of annual dues.
When any member of any class shall be in default in the payment of dues or assessments for a period of twelve months from the beginning of the period for which such dues or assessment became payable, his membership may thereupon be terminated by the Board of Directors in the manner provided in Article IV of these Bylaws.
Article XIV – Waiver of Notice
Whenever any notice whatever is required to be given under the provisions of the General Not For Profit Corporation Act of Illinois or under the provisions of the Articles of Incorporation or the Bylaws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XV – Informal Action by Members or Directors
Any action required by law or these Bylaws to be taken at a meeting of the directors of the corporation, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
Such consent shall have the same force and effect as a unanimous note of the directors, and may be states as such in any articles or documents filed with the Secretary of State under the Illinois General Not For Profit Corporation Act.
Article XVI – Seal
The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Society and the words “Corporate Seal, Illinois”.
Article XVII – Dissolution
On dissolution of the corporation, the assets of the Society shall first be expended so as to pay, satisfy, and discharge all liabilities and obligations of the corporation, and any assets remaining thereafter shall be distributed and pain to a recognized fund engaged in research and/or education related to neurosurgery, and may be designated by the Board of Directors.
Article XVIII - Amendments
Amendments to the Bylaws shall be proposed by the Board of Directors and must be mailed by the Secretary to the entire voting membership at least 30 days before the semi-annual meeting, at which time the amendments are to be acted upon.
The affirmative vote of a majority of the voting members present shall be required for the adoption of an amendment.
Article XIX - Arbitration
From time to time, if a disagreement amongst the Officers, Board of Directors or members of the Society exist that cannot be agreed upon to every parties satisfaction then the Board of Directors agree to binding arbitration with the Current President of the CSNS to resolve all disputes and hold harmless the final decision of the President of the CSNS.