Article I: Name

The name of this organization shall be the Society for Chinese Neuroscientists, Inc., (hereafter called "the Society" or “the corporation” or short as “SCN”) and the registered office shall be located in the State of Minnesota. The Society may also have offices at such other places as the Board may determine from time to time.

Article II: Purposes and Powers

The Society is organized to operate exclusively for scientific, educational and charitable purposes, and more specifically:

2.1.1. To promote the advancement of neuroscience research and seek therapeutic solutions to nervous system diseases.

2.1.2. To foster research collaborations among its members and colleagues in the neuroscience community.

2.1.3. To improve the career opportunities of its members.

2.1.4. To provide a platform for exchange of information at scientific meetings and social events.

2.1.6. To exercise all the powers as stated in its Articles of Incorporation and these Bylaws. The activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.  The Board may delegate the management of the activities of the corporation to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.  The Board shall have all powers permitted to or conferred on the Board or a nonprofit public benefit corporation by Minnesota law, except as limited by the Articles of Incorporation, these Bylaws or the Internal Revenue Code provisions applicable to organizations exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).

Article III: Funds, Dues, and Activities

Funds of the Society shall consist of annual dues levied on the members, voluntary contributions to the Society, and income from any other source approved by the Board.  No part of the net earnings of the Society shall inure to the benefit of any private shareholder or individual.  Except as permitted by filing an election under Section 501(h) of the Internal Revenue Code (or the corresponding provision of any subsequent Federal tax law), no substantial part of the activities of the Society shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or the opposition to any candidate for public office.  Notwithstanding any other provision of these Bylaws, the Society shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law), and (b) by a corporation to which contributions are deductible under Section 170 of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).

Article IV: Membership

4.1.  Qualifications of Members. Those eligible for membership shall be independent basic and clinical investigators who have contributed to the advancement of knowledge in the area of neuroscience, as evidenced by peer-reviewed publications. Any individual found eligible for membership, who seeks to be a member, and who pays the membership dues shall be considered as a member in good standing of the Society. Requests for exception to the requirements for Member status may be evaluated by the membership committee on a case-by-case basis. There will be no restriction because of place of birth, nationality, residence, sex, race or creed.

4.2.  Activities of Members. Regular members in good standing have full voting privileges. The Society encourages its members to conduct activities that are consistent with the goals of the Society. The Society also encourages members to inform the Society's President and Board of Directors, or other designated individuals, of any plans relevant to the goals of the Society which the members have in order for the Society to facilitate the implementation of those plans as appropriate and as otherwise determined by the Board of Directors. In any event, the Society will not be liable for any activity that has not been previously approved by the Board of Directors or the individual designated by the Board of Directors for such approval. The Society expects members that are planning any activity in the name of the Society to notify the Society of the plans in advance and to obtain a prior written approval of the Society as set forth above, including any appropriate approval required from the President or any relevant committee.

4.3.  Termination. Failure to pay dues for 2 consecutive years shall annul the membership. Any member who fails to pay dues will not receive member benefits or lose membership privileges during the period when dues are in arrears.

4.4.  Reinstatement. Any member whose membership is terminated may be reinstated by the Board of Directors, upon resolution of the reason(s), including payment of membership dues, for removal from membership.

Article V: Meetings of Members

An Annual Business Meeting will be held at a physical location or via teleconference on a date determined by the Board of Directors. If the annual business meeting is not called and held within six months after the designated time, a majority of the Board may call such meeting at any time thereafter. Written notice, either by US mail or electronically, specifying the place, date and hour of the Annual Business Meeting shall be given to the membership at least thirty (30) days prior to the meeting.

Article VI: Officers

6.1.  Officers.  The officers of the Board of Directors shall be a president, a vice president, a secretary and a treasurer, or as the Board otherwise determines. Said officers of the Board shall also be considered as the respective officers of the corporation. Officers shall serve the Society and its members without compensation for their time and effort as such officer. No two positions may be occupied by the same person at the same time.

6.2.  Eligibility.  Only Regular Members are eligible to be elected as an officer of the Society.  For a regular member of the Society to be eligible for nomination to elective office, he/she must have been a regular member of the Society for a minimum of two consecutive years or a life-time member.

6.3.  Election and Terms.  Each officer shall be elected by a majority vote of the regular members and shall serve for three years, commencing at the conclusion of the Board Meeting. The vice-president serves in that office until becoming president. Each officer shall not serve consecutive terms. If the president resigns, the vice president shall succeed to the office of the president. If the president and vice president resign, the secretary shall succeed to the office of the president. If the president, vice president and secretary resign, the treasurer shall succeed to the office of the president.

6.4.  Quorum. 
 Three (3) members of the Officers of the Society shall constitute a quorum for the transaction of business at any meeting of the Officers.

6.5.  Provisions and Limitations. No person who has served as officers of the Board of Directors shall be eligible for re-election to that office within five years after completing the term of office.  All of the Officers will serve without compensation, but may be reimbursed for appropriate expenses upon approval by the Board.

Article VII: Duties of Officers

7.1.  Duties of the President.  The President shall be the Chief Executive Officer of the Society; the President shall preside at all important meetings of the members and Board of Directors.  The President will be ex officio member of all standing committees.  The President shall have general and active management of the business of the Society and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute bonds, mortgages, and other contracts in the name of the Society, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other Officer or agent of the Society.

7.2.  Duties of the Vice-President.  The Vice-President shall serve as a member of the Board.  In the absence of the President, the Vice-President will preside at all meetings of the members and Board of Directors.  The Vice-President shall perform other duties as may be directed by the Board.

7.3.  Duties of the Secretary. The secretary shall attend all meetings of the Board of Directors and record or cause to be recorded all of the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees or other committees when required by the Board of Directors. The secretary shall give, or cause to be given, notice of the meetings and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation, if any, and shall have authority to affix the seal to any instrument requiring it and when so affixed, it may be attested by the secretary's signature. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature.

7.4.  Duties of the Treasurer.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate amounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president or the Board of Directors, when requested, an account of all the transactions as treasurer and of the financial condition of the corporation.  The Board may select a bank or trust company to act as custodian in place of the Treasurer of all or any part of such securities and to act as agent of the corporation in collecting the income therefrom. The Treasurer shall perform other duties as may be directed by the Board.

7.5.  Duties of the Past President.  The Past President shall serve as a member of the Board of Directors and as Chair of the Nominating Committee.

7.6.  Additional Duties.  In addition to the duties and powers provided in these bylaws, the Officers shall exercise such powers and perform such duties as determined appropriate and necessary by the Board.

Article VIII: The Board of Directors

8.1.  Board. The Society shall be governed by a Board composed of the President, the Vice-President, Secretary, Treasurer, the Past-President and nine (9) Directors.  The Board shall act as the Board of Directors of the Society.  Each Board member shall be elected by a majority vote of the Regular Members and shall serve for three years. The Board members shall be representative of the Society's interdisciplinary membership and represent the stated purpose of the organization.

8.2.  Duties and Responsibilities of the Board. The general management of the Society shall be vested in the officers and in the Board. The Board shall make arrangements for all meetings sponsored by the Society. The Board has final authority to approve, approve in part, or reject reports and recommendations of committees.

8.3.  Eligibility. For a Regular Member of the Society to be eligible for nomination to the Board, he/she must have been an active Regular Member of the Society for a minimum of two consecutive years.
8.4.  Election and Terms. Board members shall serve a three-year term, commencing at the conclusion of the Annual Meeting.  No more than five (5) Board member’s terms shall expire in any given year. The Board shall be free to adjust terms of Board members to satisfy this latter requirement provided the adjustment is not for more than one year and not more than once for any one Board member’s term of office.

8.5.  Provisions and Limitations. No person who has served as a member of the Board shall be eligible for re-election to the Board within five years after completing the term of office.  A Board member may be elected as an Officer of the Society, providing the Board member is eligible to serve as an Officer of the Society.

8.6. Limitations on Interested Persons.  At all times not more than forty nine percent (49%) of the Board members of the Society may be interested persons.  An interested person means either of the following:

  1. any person currently being compensated by the Society for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Board member in his or her capacity as a Board member; or
  2. any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person described in subparagraph (A) above.
Article IX: Prohibited Transactions

10.1. Loans.   The Society shall not make any loan of money or property to, or guarantee the obligation of, any Board member or officer; provided, however, that the Society may advance money to a Board member or officer of the Society or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such officer or Board member so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

10.2. Self-Dealing Transactions.  The Board shall not approve or permit the Society to engage in any self-dealing transaction.

10.3. Approval.  The Society may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General.  The Society may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) the Society is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to the Society at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances.  Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the Board member’s interest in the transaction, and by a vote of a majority of the Board member then in office, without counting the vote of the interested Board member or Board members.

Article X: Dissolution or Liquidation

In the event of the dissolution or final liquidation of the Society, none of the property of the Society nor any proceeds thereof shall be distributed to or divided among any of the officers or Board member of the Society or inure to the benefit of any individual.  After all liabilities and obligations of the Society have been paid, satisfied, and discharged, or adequate provisions made therefore, all remaining property and assets of the Society shall be distributed to one or more organizations designated (1) by the Board, (2) pursuant to a plan of distribution adopted as provided for in the law of the State of Minnesota, or (3) if there is no appropriate plan of distribution, as a court, pursuant to the provisions of the State of Minnesota Nonprofit Corporation Act, may direct; provided, however, such property shall be distributed only to organizations which are organized and operated exclusively to comply with all of the following conditions:

  1. Such organization shall be organized and operated exclusively for charitable, scientific, or educational purposes;
  2. Transfers of property to such organization shall, to the extent then permitted under the statutes of the United States, be exempt from Federal gift, succession, inheritance, estate or death taxes (by whatever name called);
  3. Such organization shall be exempt from Federal income taxes by reason of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
  4. Contributions to such organizations shall be deductible by reason of Section 170 of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
Article XI: Contracts, Banking, and Gifts

12.1. Contracts and Other Documents.  The Board of Directors, except as otherwise required by law, the Articles of Incorporation, or these Bylaws, may authorize any Officer or Officers, agent or agents of the Society, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Society and such authority may be general or confined to specific instances.

12.2.  Checks, Drafts, and Loans.  All checks, drafts, loans, or other orders for the payment of money, notes or other evidence of indebtedness shall be issued in the name of the Society in such manner as shall be from time to time determined by the Board. In the absence of such determination, such instruments shall be signed by the Treasurer.

12.3.  Deposits.  All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies, or other depositories as the Board may from time to time select.

12.4. Gifts.  The Board may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.

Article XII: Books and Records

The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, Officers, and committees having any authority of the Board, and shall keep at its principal office a record giving the names and addresses of the Officers.  All books and records of the Society may be inspected by any Board member for any proper purpose at any time.

Article XIII: Audit

13.1. Annual Audit. Each year in which the attorney general or any applicable laws or regulations impose the requirement of an audit or review of the books and accounts of the corporation by a certified public accountant, then and in that event such an audit or review will occur with the findings being reported in writing to the Board as soon as such findings are available. The Board shall have the discretion in any given year to order and audit or review by a certified public accountant by resolution of the Board.

13.2. Salary to Personnel. Compensation to any persons must receive prior approval of the Board.

Article XIV: Amendments to the Bylaws

The Bylaws may be altered, amended or repealed by a majority vote (i.e., 51%) of the regular and life-time members of the Society. Proposed changes to the Bylaws shall be provided to regular and life-time members who, within thirty (30) days, will vote to accept or reject these changes in a mail and/or electronic ballot.

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sfnchinese@gmail.com or call (102) 23456789
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