ARTICLES OF INCORPORATION OF THE ASSOCIATION OF ANATOMY, CELL BIOLOGY, AND NEUROBIOLOGY CHAIRPERSONS
ARTICLE 1 - MEETINGS
Section 1. In addition to the annual meeting prescribed by the constitution, meetings may be called at the discretion of the Executive Committee of the Association or at the request of one-fourth or more of the voting members of the Association.
Section 2. In the case of the annual meeting, notice of the time, place, and tentative agenda shall be mailed to all members at least thirty days prior to the meeting. It shall not be necessary to give advance notice of items on the agenda except for amendments to the constitution and the election of special members. However, the Executive Committee should use its discretion in providing notice concerning important matters to be considered.
Section 3. In the case of specially called meetings, the agenda shall be set forth in the notice of the meeting and action on any other item introduced at the meeting, that does not involve a change in the Constitution or Bylaws, shall require ratification either by two-thirds of the total membership voting on a mail ballot or by a majority of the voting members present at the next annual meeting.
ARTICLE 2 - ELECTIONS
Section 1. Manner of Election: Officers and Councilors required by these Bylaws to be elected by the Members shall be elected in the following manner:
A. The President would ordinarily be the President-Elect from the previous year. Due consideration shall be given by the Nominating Committee to achieving broad, geographic representation on the Executive Committee.
B. The Secretary-Treasurer will create a confidential ballot that will be sent via email to each member. The ballot shall contain instructions that include a deadline for receiving the completed ballots, and this deadline shall not be sooner than 20 days from the date of emailing. Such notice shall be emailed to each Member at their last known email address appearing on the Association's records. Each member shall then cast their votes and mail their ballot to the Secretary-Treasurer. Only original ballots shall be counted. A simple majority is required for election to President-Elect or Secretary-Treasurer. The two candidates who receive the highest number of votes for Councilor will be elected. In the event of a tie vote for any office, the incumbent Executive Committee shall elect the nominees to said office by secret vote.
Section 2. Successive Terms: A President may serve for only one term. Councilors may serve for no more than two terms which may be consecutive. The number of terms served by the Secretary-Treasurer has no limit. A member of the Executive Committee of the Association cannot run for another office unless their present appointment will end by the time they would be elected. In exceptional circumstances, the Executive Committee may request permission from membership at any time to postpone elections of new officers and extend the term of office for all current officers for one year. Approval by simple majority will extend the term of office.
ARTICLE 3 – DUES
The Association shall receive recommendations from the Executive Committee and shall determine dues for membership by a majority vote at the annual meeting.
ARTICLE 4 - VACANCIES
Section 1. If the President dies, resigns, or is incapacitated, the President-Elect shall immediately become President. If the time they served is less than six months, they shall serve as President until the second annual business meeting following their becoming President-Elect; in this case, a new President-Elect will be voted upon at the next election. If the time served is six months or more, their term will conclude at the end of the next annual meeting. Depending on the type of transition, it might be necessary to hold a special election for President-Elect.
Section 2. All other interim vacancies occurring among the officers shall be filled through appointment by the Executive Committee.
Section 3. All members who cease being Chairpersons at their institutions will remain members of the Association until the end of the next annual meeting after vacating the Chair. If a member who ceases to be a chairperson is on the Executive Committee, the remaining Executive Committee members shall determine whether it is in the best interest of the Association for that individual to be allowed to finish their term of office. In the case the President-Elect ceases to be a chairperson, term of office refers to being President-Elect, President, and Past-President. In the case that the President ceases to be a chairperson, term of office refers to President and Past-President.
Section 4. Individuals who cease to be a chairperson are eligible for Emeritus membership if they have been a member of the AACBNC for 10 years or more or if they have made significant contributions to the Association. Individuals may request to become an Emeritus Member or be nominated by any member of the Association. Nominations should be made to the Secretary-Treasurer. The Executive Committee recommends candidates to the membership for approval at the Annual Meeting. Emeritus membership requires a majority vote of the membership present at the meeting. Emeritus members do not have dues and do have all rights and privileges within the Association as do regular members apart from the right to vote and hold office on the Executive Committee with the exception of the office of Secretary-Treasurer. They do have the right to run for the office of Secretary-Treasurer and if elected they would be exempt from paying dues and would serve in the capacity of a regular member of the Association including the right to vote. Emeritus members do have the right to be a Representative of the Association.
ARTICLE 5 - PARLIAMENTARY PROCEDURE
All proceedings at the meetings of the Association, its Executive Committee or other committees shall be governed by Robert's Rules of Order, revised, except where otherwise provided in these bylaws.
ARTICLE 6 - AMENDMENTS
These bylaws may be amended in the same manner as the constitution.