Current Bylaws of the International Society for Neurofeedback and Research

ARTICLE I:Name

The name of this organization shall be the International Society for Neuronal Regulation. Hereinafter it shall be called the Society.

ARTICLE II:Purpose

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under such law.

Within the context of the general purpose stated above, the specific purpose of this corporation, meeting the requirements for exemption provided by the Texas Non-Profit Corporation Act, and by Section 501(c) (3) of the Internal Revenue Code of 1986, namely, is to improve human welfare through:

A. Encouragement and improvement of scientific research, clinical and educational applications in brain wave training and/or treatment.

B. Integration of neurophysiology and neuronal regulation with other self-regulatory methods.

C. Improvement of clinical uses of applied neurophysiology through neuronal regulation through high standards of professional practice, peer review, ethics, and education.

D. Increased knowledge about neurophysiology, neuronal regulation, related neuroscience and related biofeedback to the membership via meetings and educational programs.

E. Promotion of scientific publications.

F. Dissemination of information to the public about applied neuronal regulation.

G. The Society is not to be operated for profit.

H. The Society may not enact Bylaws inconsistent with the Articles of Incorporation.

ARTICLE III: Ethics

Members of the Society shall be bound by a Code of Ethics adopted by the Society, which shall be controlling in all decisions of the Ethics Committee.

ARTICLE IV: Membership

A. There shall be four categories of membership in the Society: Member, Fellow, Life Member, and Life Fellow. Any person dedicated to the purposes of the Society shall be eligible for membership upon approval of the membership application by the Board and the payment of such dues and fees as the members of the Society may fix from time to time.

All members shall have the right to vote, as set forth in these Bylaws on the election of the officers (herein also referred to as the Board of Directors or Board). Votes will be granted on the disposition of all or substantially all of the assets of the Society, on any merger and its principal terms, and any amendment of those Terms, and on any election to dissolve the Society. If the Society is dissolved, those members shall receive a prorated distribution of all assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law.

Regular members may, upon written request of financial need and with documentation as required by the Board, be granted a dues waiver or adjustment for the current membership year. Such members shall retain all rights and privileges during the membership year.

B. A Fellow shall have:

  1. met all the requirements for membership;
  2. been a member for at least three (3) years;
  3. presented to the Board evidence of significant contributions to the Society and its function, and/or exceptional achievement in experimental or clinical neurotherapy, evidence of contributions to the field of neurotherapy, and/or evidence of contributions acceptable to the Board or Fellowship Committee;
  4. been so designated by the Board.

C. A Life Member or Life Fellow shall:

  1. have paid dues for six (6) years prior to his/her application for Life status, and be 65 years of age or older;
  2. be so designated by the Board;
  3. have all the privileges of membership;
  4. pay reduced dues to cover administrative expenses (amount to be determined by the Board).

Beginning with January 2006, an applicant must have been a member for at least 10 years to be considered for Life Member or Life Fellow status.

D. Resignations. A member may resign at any time. Such resignation shall not relieve the individual from payment of dues for the remaining portion of the member's current dues year, nor give any right to rebate of dues paid or any right to a prorated share of the assets of the Society. No member shall be allowed to resign if an ethics complaint has been filed and is still in process. All resignations shall be made in writing to the Society.

E. Removal. Any member may be removed from membership for cause by the Board by two-thirds vote. For any cause other than nonpayment of dues, removal shall occur only after due process procedures of the Society's Ethics Committee have been followed.

ARTICLE V: Dues, Fees and Assessments

A. Dues and benefits for all members shall be determined by the board annually.

B. Nonpayment of dues within thirty days after they become due and payable shall be considered as equivalent to a resignation from the Society unless an ethics complaint has been filed as specified in Article IV D.

C. All fees, charges or assessments for attendance at workshops, seminars or symposiums shall be determined by the Board as needed to cover the costs of such meetings.

D. All dues are to be paid to the Society, with central accounting done. Chapters of the Society may have separate accounts for implementing local projects and implementing chapter budgets as appropriate to the Chapter=s stated goals and duties.

ARTICLE VI: Board of Directors

A. The Board of Directors (herein referred to as the Board) shall be elected through a mail, or on-line, ballot by the membership prior to the annual meeting for two (2) years and consist of the Officers of the Society and three (3) members of the Society at Large. Provision is made for representation on the Board for Chapters within the Society, as specified in Article VI (G). Each Board member may be re-elected for no more than three (3) terms of office. The exception to this rule is the President-Elect. The President-Elect is elected to serve one year as President-Elect, the following year as President, and the third year as Past President.

B. Regular meetings of the Board shall be held at least monthly at times specified by the Board. These meetings will take place as a telephone conference call. Board members will be contacted electronically with a meeting agenda, which will constitute official notification of each meeting. A quorum at any Board meeting shall consist of a majority of the Board's membership.

C. Written, electronic mail, voice telephone, fax telephone, telegram, or express registered mail must be sent one week prior to any additionally scheduled voice telephone conference meetings of the Board and shall constitute official notification for that telephone conference of the Board. Proper minutes shall be kept and parliamentary procedure shall be followed in a telephone conference meeting of the Board. Prior notice of the agenda, though desirable, shall not be required for such a conference call. All actions taken shall be treated as an action of a regularly called Board meeting. The minutes of a telephone conference Board meeting shall be present for the next meeting of D. In the case of disability or resignation of a Board member, the Board shall fill the vacancy for the remainder of the term. Terms of office are two (2) years except for President-Elect, President, and Past-President and International Member-at-Large which are for one (1) year.

E. The Board shall have the authority to take such actions as are necessary for the conduct of the Society's affairs in accordance with these Bylaws.

F. Each member of the Board shall have one vote.

G. Members of all chapters of the Society are encouraged to run for any position on the Board. An international Member-at-Large position will be reserved for a non-USA international chapter member only. The position of International Member-at-Large is for a one-year term.

ARTICLE VII: Powers and Duties of Officers

The officers of the Society shall be: the President, the immediate Past President, the President-Elect, the Secretary, the Treasurer, the Sergeant at Arms, and three (3) Members at Large (one Member at Large position reserved for a non-USA international chapter member only), all with one vote.

A. The President. The President-Elect who has just completed his/her term of office as a member in good standing automatically serves in the succeeding year as the President for one year. The President shall represent the entire membership and the best interests of the Society. The President shall be the spokesperson for the Society, but may assign this authority. The President shall serve as the presiding officer of the Society, and as Chairperson of the Board of Directors. The President shall support and defend policies and programs adopted by the Board of Directors and membership. The President shall be an ex-officio member of all committees of the Society except as otherwise provided. The President shall have additional duties which are not inconsistent with the Bylaws as may be assigned by the Board of Directors.

B. The President-Elect shall be a member in good standing of the Society who is elected by the membership. He/she shall take office as President-elect at the close of the annual meeting one year following the year his/her election results are announced. He/she shall serve as the presiding officer of the Society in the absence of the President. The President-elect shall become familiar with the presidential duties and shall perform such duties as are delegated by the President and/or Board of Directors. The President-elect shall act in the President's absence or disability. He/she shall be Chairperson of the Committee on Structure. The President-elect shall help formulate Society policy and shall assist the President upon request. The President-elect automatically succeeds to the office of President. If the office of President becomes vacant, the President-elect shall serve as President. He/she shall serve as President for the term to which the President was elected. In the event that the President-elect shall not be able to serve, a President-elect shall be nominated by the nominating committee and a special election held. The new President-elect will take office immediately. In the event that both the President and the President-elect shall be unable to serve, the Board shall elect one of its members to serve as acting President of the Society until the next regular election, when a new President and President-elect shall be elected. The new the Board President shall take office immediately.

C. The immediate Past President shall serve on the Board for the year immediately following his/her presidency, and shall have such duties as the Board or the President may designate.

D. The Treasurer shall be a member in good standing of the Society and shall be elected to a two (2) year term by the membership. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the Society=s properties and financial transactions. The Treasurer shall send or cause to be given to the members and directors, such financial statements and reports as are required by law, by these Bylaws or by the Board=s request. The books of account shall be open to inspection to any member of the Board at all reasonable times. The Treasurer shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of, the Society with such depositories as the Board may designate, shall disburse the Society=s funds as the Board may order, as Chief Financial Officer shall render to the President or the Board, when requested, an accounting of all financial transactions and of the financial condition of the Society, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.

E. The Secretary shall be a member in good standing of the Society elected for two (2) years. The Secretary shall keep or cause to be kept, at the Society=s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings and actions of the Board, committees of the Board, and of members= meetings. The minutes of meetings shall include the time and place of the meeting, whether the meeting was annual, regular, or special and, if special, how authorized, the notice given, the names of those present at Board and committee meetings and the number of members present at members= meetings. The Secretary shall keep or cause to be kept at the Society=s principal office or at a place determined by Board resolution, a record of the Society=s members, showing each member=s name, address, affiliation and date of becoming a member. The Secretary shall give, or cause to be given, notice of all meetings of members of the Board. He/she shall keep the corporate seal in safe custody and shall have such powers and perform such duties as the Board or the Bylaws may prescribe.

F. The Sergeant At Arms shall be a member in good standing of the Society elected for two (2) years. He/she, under the direction of the presiding officer, helps maintain order and decorum at meetings. The Sergeant At Arms shall act as doorkeeper, direct the ushers, and be responsible for the comfort and convenience of the assembly. In any meeting of the membership, he/she may appoint members of the Society to assist in carrying out his/her duties.

G. The Members At Large shall be three (3) members in good standing. The two (2) U.S. representatives are elected for two (2) year terms. The International Member At Large is elected for a one (1) year term. They shall have such duties as the President or Board may direct.

H. Removal of a Board Member. Any officer or Board member may be removed from office before the expiration of his/her term by a three-fourths vote of the Board if the Board believes evidence is present that the best interests of the Society are not being served.

ARTICLE VIII: Meetings of Members

A. There shall be an annual meeting of the Society at a time and place to be determined by the Board. At this meeting, officers and directors shall be elected and any other business may be transacted subject to these Bylaws.

B. A special meeting of the members for any lawful purpose may be called at any time by the Board or the President, or five percent or more of the members. A special meeting shall be called by written request, specifying the general nature of the business proposed for transaction and submitted to the President or Secretary of the Society. The officer receiving the request shall cause notice of the meeting to be given promptly to the members entitled to vote in accordance with these Bylaws, stating the time and place of the meeting at least thirty-five days, but not more than ninety days, after receipt of the request. If notice is not given within twenty days after receipt of the request, the person or persons requesting the meeting may give the notice. No business other than the business, the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

C. The manner of giving notice of any meetings of the members shall be in writing and shall be given at least thirty days before the meeting. The notice shall be given in writing by mail or electronically, addressed to each member entitled to vote at the address of that member appearing in the books of the Society. An affidavit of mailing notice may be executed by the Secretary and filed and maintained in the Society=s minute book.

D. A quorum at any members= meeting shall consist of ten percent of the voting membership based on the membership list kept by the Secretary.

E. Eligibility to vote is subject to the provisions of the Texas Non-Profit Corporation Act. Members entitled to vote in any meeting of the members shall be in good standing as of the date of the notice of the meeting at which the vote is to be taken. Votes may be taken by voice or ballot, except that election of officers and members of the Board shall be by mailed, or on-line, ballot.

F. Written, or on-line, ballots shall contain (1) the percentage of approvals necessary to pass the measure or measures, which is two-thirds of the eligible members voting, except for election of officers and Board members in which case a simple majority rules, and (2) the time by which the ballot must be received in order to be counted.

ARTICLE IX: Finances

A. The first fiscal year of the Society shall be set by the Board and remain so thereafter.

B. All officers and agents of the Society responsible for the receipt, custody and disbursement of funds may be required to give bond for the faithful discharge of their duties in such sums and with such sureties as the Board may determine.

C. All checks, drafts and other orders for the payment of money shall be signed by person(s) so designated by the President.

D. A treasurer=s report will be made at each monthly board meeting.

E. Financial records will be made available to the Board for review at the request of the Board.

ARTICLE X: Nominations

A. The Nominations Committee, operating independently of the Board of Directors, shall prepare a ballot of candidates for vacant Board positions and notify the Board when the slate of candidates is complete, and shall record the contents of the slate in the minutes of the meeting.

B. The Nominations Committee shall nominate at least one candidate for each vacancy on the Board of Directors and shall mail ballots to the membership (or cause an on-line ballot to be prepared) not less than thirty-five days before the annual meeting. Ballots to be counted must be postmarked (or received electronically in the case of the on-line ballot) at least ten days before the annual meeting at which the election of officers is to be announced.

C. Members will be encouraged through the newsletter to submit names of possible candidates for office to the Board. Upon approval by a two-thirds vote of the Board, a name submitted in this manner may be added to the ballot until June 1st by the Board, provided that the candidate meets all other requirements for eligibility to run for a specific office. A name may be added in this way regardless of a Nominating Committee decision. Any Board member may also submit a name for such approval, independent of the member nomination process.

D. The Nominations Committee shall verify the eligibility of candidates and ascertain all candidates are willing to stand for office and meet all requirements to serve. A candidate for President-Elect must have served in an elected position on the Board for a minimum of one previous term of office.

ARTICLE XI: Elections

A. The ballot of candidates shall be mailed or prepared on-line at least thirty-five days prior to the opening day of the Society=s annual meeting. Ballots to be counted must be postmarked (or received electronically in the case of the on-line ballot) at least ten days before the annual meeting at which the election of officers is to be announced.

B. Ballots are valid if postmarked (or cast on-line) by the date specified on the ballot, and signed or electronically verified as required. A count shall be made by the Elections Committee. Tie votes shall be resolved by a vote of the simple majority of the Board. This section shall apply to all elections unless otherwise specified in these Bylaws.

C. A complete file of all ballots, tallies, and documents of Election Committee actions shall be maintained in the Headquarters office for a period of at least one year.

D. Announcement of election results shall be made by the President at the Society=s annual business meeting. An announcement of the election results shall then be mailed to the membership.

ARTICLE XII: Referendum

Upon petition of ten percent of the voting members in good standing, a request for a mail, or on-line, vote of the members of the Society upon any matter, not involving an amendment to the Bylaws, may be addressed to the Board. If the matter is not inconsistent with these Bylaws, the Board shall present it to the membership for a mail, or on-line, ballot. The ballot shall contain a statement of the arguments for and against the new provisions. The issue will be decided by a majority of those voting.

Article XIII: Committees

A. Standing Committee Structure

  1. Standing committees perform continuing tasks of the Society.
  2. Standing committees shall report at least annually to the Board.
  3. Standing committees may not be disbanded without a change in the Bylaws.
  4. Committee chairpersons and members may be appointed to serve one (1) year.

B. Standing Committees

  1. The Program Committee shall plan and coordinate the annual convention. All appointments to this committee are for one (1) year.
  2. The Ethics Committee shall investigate complaints of unethical conduct of members. It is also responsible for establishing and recommending revisions of the Society=s Code of Ethics to the Board.
  3. The Nominations Committee shall serve for one (1) year unless otherwise provided for in the Bylaws and shall prepare a list of qualified candidates for the Society=s elections. The members of this committee shall be the current President as Chairperson, the President-Elect and the Past-President.
  4. Committee on Structure. The President-elect serves as Chairperson. Other members are the President, Past President, and Treasurer of the Society. The committee recommends to the Board: a) the annual charge for each standing and ad hoc committee, b) the chairperson and members of each standing and ad hoc committee, and c) the formation or dissolution of ad hoc committees.
  5. Committee for Public Information. The public information committee shall consist of at least three (3) members in good standing appointed by the President. They shall make information about neurofeedback and its benefits available to the public. They may issue news releases about members and the Society=s activities or accomplishments. They may solicit articles from the membership for newspapers or appropriate consumer periodicals. They shall prepare a packet of materials indicating the benefits of neurofeedback for consumers and third party payers.

C. Ad Hoc Committee Structure

  1. Creation and dissolution of ad hoc committees must be approved by the Board.
  2. Ad hoc committees perform specific tasks.
  3. Ad hoc committees shall report on a timely basis to the Board.
  4. Ad hoc committees shall cease when the final report is submitted.

ARTICLE XIV: Non-Inurnment

No part of any income, revenue or grant to the Society, shall inure to the material or pecuniary benefit of members, officers or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered in furtherance of one or more of its purposes.

ARTICLE XV: Indemnification

The liability of a Director of the Society for monetary damages for breach of fiduciary duty as a Director (including each and every such liability to the members of the Society, to the Society, or to any one or more of them) shall be eliminated to the fullest extent permitted by law in each and every case where such liability may be eliminated in any respect. An employee or agent of the Society is entitled to mandatory indemnification and is entitled to apply for court ordered indemnification to the same extent as provided by law for a Director or Officer of the Society. The foregoing sentence does not limit the right of the Society to indemnify and advance expenses to an officer, employee or agent of the Society, who is not a Director, to a greater extent than it may indemnify or advance expenses on behalf of a Director.

ARTICLE XVI: Parliamentary Authority

Robert's Rules of Order shall serve as the Parliamentary reference to govern the proceedings for any or all matters of the Society or its divisions or sub-groups unless provided otherwise in the Society's documents or the law. The authority and guide to be used for Robert's Rules of Order shall be Sturgis, Alice (1988). The Standard Code of Parliamentary Procedure (3rd Edition), Revised by the American Institute of Parliamentarians. New York: McGraw-Hill.

ARTICLE XVII: Operating Procedures

The Board may adopt operating procedures, which may not be in conflict with these Bylaws, to govern its procedures. Such rules may be adopted or repealed by a two-thirds vote of the Board. Proposed operating procedures must be presented in writing to the Board not less than two weeks prior to its meeting.

ARTICLE XVIII: Amendments

A. The Bylaws of the Society may be amended by a two-thirds vote of the eligible members voting. Amendments to the Bylaws will be conducted by mail, or on-line, ballot. The ballots will indicate the time by which the ballot must be received in order to be counted.

B. Amendments may be proposed by the Board or by petition signed by ten percent or more of the members of the Society. Votes postmarked within thirty days of mailing will be counted by the Secretary and kept for one year.

C. Amendments will go into effect, as drafted, following the result of the two-thirds vote. A vote shall require a written, or on-line, ballot and proper written or electronic notice to the society's membership.

ARTICLE XIX: OFFICIAL PUBLICATIONS OF THE SOCIETY

The Society will publish a journal, which shall be the official publication of the Society. The mission statement of the Journal shall be as follows:

  1. The purpose of this journal is to provide an integrated multi-disciplinary perspective on clinically relevant research, treatment, and public policy for neurotherapy.
  2. The journal will review important findings in clinical neurotherapy and in electroencephalography as a clinical tool to assess baselines and outcomes of neurotherapy.
  3. The journal represents the scholarly commitment of the field and reflects the highest standards of investigation, clinical practice, education, and evaluation of patient care.
  4. The journal will seek out material that integrates the diverse aspects of the field of neurotherapy: the basic science, the clinical aspects, the philosophy, the training and certification issues, and treatment evaluation.
  5. The journal will draw on expertise inside and outside the International Society for Neuronal Regulation to provide relevant findings from the diversity of disciplines that are involved in the study of neurotherapy and to offer interpretive commentary to the readers.

A. The Editor of the Society's journal shall serve a term of two (2) years appointed by the President with the approval of the Board of Directors and may be re-appointed to the office. The journal Editor shall be an ex-officio member of the Board of Directors without vote.

  1. The duties of the Editor will be to manage and oversee publication of the Society's journal, with the help of the Society's Executive Director as needed. The Editor shall oversee and supervise the Executive Director's duties. The Editor shall appoint the Editorial Board of the journal with the approval of the Board of Directors and shall keep the Board of Directors apprised of the state of the journal. The Board of Directors may, at its discretion, create additional publications.
  2. In the extended absence, incapacity, resignation, or death of the Editor, the duties shall be assumed by the President with the approval of the majority of the Board of Directors.

B. The Society will also publish a newsletter, which shall be the official communication to the membership. Any notice in the newsletter shall be considered full notice to all members of the Society for any purpose. The Editor of the Society's newsletter shall serve a term of two (2) years appointed by the President with the approval of the Board of Directors and may be re-appointed to the office. The Editor of the Society's newsletter shall be an ex-officio member of the Board of Directors, without vote.

  1. The duties of the Editor will be to manage and oversee publication of the Society's newsletter with the help of the Society's Executive Director as needed.
  2. In the extended absence, incapacity, resignation, or death of the Editor, the duties shall be assumed by the President with the approval of the majority of the Board of Directors.

Article XX. Chapters of the Society

Chapters will be formed upon application to the Board, and the acceptance of the application indicated by a 2/3 vote in support of the Chapter's application to the Board.

A. The application shall specify the chapter's intended territory, such as a state, country, city, or region.

B. The application shall specify initial officers, including a President, Secretary and Treasurer.

C. The application shall specify what the chapter intends to provide as a benefit to the Society and its members.

D. A chapter shall provide its own bylaws.

E. If appropriate for the chapter's size, constituency, goals and complexity, it may incorporate in order to have a separate checking account. The incorporation documentation requires a review and approval by the Society's Board of Directors, and should follow the general character of the Society's articles of incorporation.

F. A newly adopted chapter agrees to remain an active and viable chapter for the Society for a minimum of five (5) years.