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ARTICLE I - OFFICES
Section 1. PRINCIPAL OFFICE.
The
principal office of the corporation is hereby fixed and
located at Washington
University School of Medicine, Mallinckrodt
Institute of Radiology, 4525 Scott Avenue, Campus Box 8225, St. Louis,
Missouri 63110. Larson-Prior. The Board of Directors
(the “Board”)
is hereby granted full power and authority to change
the principal office from one location
to another. Any change of this location shall be noted by the Secretary
on these Bylaws opposite this Section, or this Section
may be amended to state
the new location.
Section 2. OTHER OFFICES. Branch or subordinate offices
may be established at any time by the Board at any place
or places where the corporation
is qualified
to do business.
ARTICLE II - MEMBERS
Section 1. NUMBER. This corporation shall have
no members. Any action which would otherwise require approval
by a majority of
all members or
approval by the members
shall require only approval of the Board. All rights which would
otherwise vest in the members shall vest in the Directors.
Section
2. HONORARY DIRECTORS. Nothing in this Article II shall
be construed as limiting the right of the corporation to refer
to persons associated
with it as “Honorary Directors” even though such persons
are not members or directors, and no such reference shall constitute
any one a member or director
within the meaning of Section 5056 of the California Corporations
Code. The corporation may confer by amendment of its articles of
incorporation or these Bylaws some
or all of the rights of a member, as set forth in the California
Nonprofit Corporation Law, upon any person or persons who do not
have the right to vote for the election
of directors, on a disposition of substantially all of the assets
of the corporation, in a merger, on a dissolution, or on changes
to the corporation’s
articles of incorporation or Bylaws, but no such person shall be
a member within the
meaning of Section 5056 of the California Corporations Code.
ARTICLE
III - DIRECTORS
Section 1. POWERS. Subject to the provisions
of the California Nonprofit Corporation Law and any limitations
in the Articles
of Incorporation
and these Bylaws, the
affairs and activities of the corporation shall be conducted
and all corporate powers shall be exercised by or under
the direction of the
Board. 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 the following powers:
(a) To select and
remove all officers, agents and employees of the corporation;
prescribe such powers and duties for them as
are not
inconsistent with
law, the Articles of Incorporation or these Bylaws; fix
their compensation; and require
from them security for faithful service.
(b) To confer
by resolution upon any officer of the corporation the
right to select and remove agents and employees of
the corporation.
(c) To conduct, manage and control
the affairs of the corporation, and to make such rules
and regulations therefor not inconsistent
with law,
the Articles of
Incorporation or these Bylaws, as they may deem best.
(d)
To change the principal office of the corporation from
one location to another, as provided in Article
I, Section
1, hereof;
to fix and
locate from time to time
one or more branch or subsidiary office of the
corporation, as provided by Article I, Section 2, hereof;
and to adopt, make
and use a corporate
seal and to alter
the form of such seal from time to time as in their
judgment they may deem best, provided such seal
at all times complies
with the
provisions
of the law.
(e) To borrow money and incur indebtedness
for the purposes of the corporation and to cause to
be executed
and delivered
therefor
in
the corporate name
promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations
or other evidences of debt and securities therefor.
(f)
To determine who shall be authorized on the corporation’s
behalf to sign bills, notes, receipts, acceptances,
endorsements, checks, releases,
satisfactions,
contracts and documents.
(g) To apply and give
any property or funds of the corporation for such charitable,
scientific, literary
and/or educational
purposes, and upon
such terms and conditions
as the Board shall designate.
Section 2. NUMBER
AND QUALIFICATION OF DIRECTORS. The authorized number
of Directors shall be
not less than
ten (10) or
more than twenty (20),
and the
exact number
of directors shall be nineteen (19) until
changed, within the limits specified above, by a resolution
duly adopted
by the
Board of Directors.
Any other
provision of these Bylaws notwithstanding,
not more than 49% of the Directors may be
interested persons. For this purpose, “interested
persons” means:
(a) Any person currently being compensated
by the corporation 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 Director as Director;
and
(b) 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.
Section 3. DESIGNATION, ELECTION AND TERM
OF OFFICE OF DIRECTORS. All Directors whose
terms
are expiring
shall
be elected by the
Board at
an annual meeting of
the Board to hold office for a term of
three (3) years. Each Director, including
a Director
elected
to fill
a vacancy, shall
hold office
until the expiration
of the term for which elected and until
a successor has been elected and qualified.
Section
4. VACANCIES. Vacancies in the Board shall
be filled by a majority of
the remaining
Directors
though less than
a quorum, or
by a sole
remaining Director,
and each Director so elected shall hold
office until his or her successor shall
have been
elected and
qualified. If a Director
shall give notice
of his or her
resignation to take effect at a future
time, the Board shall have
the power to elect a successor to take
office when the
resignation is to
become effective.
A vacancy or vacancies in the Board shall
be deemed to exist on the occurrence of
the following:
(a) The death, resignation
or removal of any Director;
(b) The
declaration by resolution of the Board
of a vacancy of the office of a Director
who
has been
declared
of unsound
mind
by an
order of court
or convicted
of a felony or found by final order or
judgment of any court to have breached
a duty under
Sections 5230 and following
of
the California
Corporations Code;
or
(c) The increase of the authorized
number of Directors.
Section 5. PLACE OF MEETING. Regular
meetings of the Board shall be held at
any place
within or
without the State
of California
that has
been
designated from
time to time by resolution of the Board
or by written consent of all members
of the
Board. In the absence
of such designation,
regular
meetings
shall be held
at the principal office of the corporation
or
at the
site of the Annual Computational Neurosciences
Meeting. Special
meetings
of
the Board
may be held either at a
place so designated or at the principal
office.
Section 6. ANNUAL MEETING. The
Annual Meeting of the Board shall be
held during the Annual
Computational
Neurosciences
Meeting
on such
date as
the Board by proper
notice shall specify.
Section 7. REGULAR
MEETINGS. Other regular meetings of
the Board shall be held without call
on a day and at the
time specified
by the Board.
Notice of all such
regular meetings of the Board is hereby
dispensed with.
Section 8. SPECIAL MEETINGS.
Special meetings of the Board for any
purpose or purposes
shall be
called at
any time
by the President
or by any two
(2) Directors.
Written notice of the time and place
of special meetings shall be delivered
personally
to
each Director or
sent to each Director
by
mail, facsimile,
electronic mail
or other electronic means, or by other
form of written communication, charges
prepaid,
addressed
to such
Director at his or her address
as it is shown upon
the records of the corporation, or, if
it is not so shown on such records or
is not
readily
ascertainable,
at the
place in
which
the meetings
of the Directors
are regularly held. Such notice shall
be mailed or transmitted at least forty-eight
(48) hours
prior
to
the time of the
holding of
the meeting.
The transactions of any meeting
of the Board, however called and noticed
and
wherever held,
shall be
as valid as though
had at a
meeting duly
held after regular
call and notice if a quorum be present
and if either before or after the meeting
each
of the
Directors
not present
signs a written
waiver
of notice or a consent
to holding such meeting or an approval
of the minutes thereof. All such waivers,
consents
or approvals
shall be filed
with the corporate
records
or made a part
of the minutes of the meeting.
Section
9. PARTICIPATION IN MEETINGS BY CONFERENCE
TELEPHONE. Directors may participate
in a
meeting through use of conference
telephone
or similar communications equipment
so long as all Directors participating
in such meeting can hear one another.
Section
10. WAIVER OF NOTICE. Notice of a meeting
need not be given to any Director
who signs
a waiver of
notice or a written
consent
to holding
the meeting or an
approval of the minutes thereof, whether
before or after the meeting, or who attends
the meeting
without
protesting,
prior
thereto or
at its commencement,
the lack of notice to such Director.
All such waivers, consents and approvals
shall
be filed
with the
corporate records or made
a part
of the minutes
of the meetings.
Section 11. ACTION WITHOUT
MEETING. Any action required or permitted
to be taken by the
Board may be taken
without a meeting if all
Directors shall individually
or collectively consent in writing to
such action. Such consent or consents
shall
have the same
effect as a unanimous
vote of
the Board
and shall
be filed with
the minutes of the proceedings of the
Board.
Section 12. ADJOURNMENT. Notice
of the time and place of holding an
adjourned meeting
need not
be given
unless the
meeting is
adjourned for more than
twenty-four (24) hours, in which case
personal notice of the time and
place shall be given
before the time of the adjourned meeting
to the Directors who were not present
at the time
of
adjournment.
Section 13. RESIGNATION.
Except as provided in this Section
13, any Director may resign, which
resignation
shall
be effective on giving
written notice
to the President, the Chairman of the
Board, the Secretary or
the Board, unless
the notice specifies a later time for
the resignation to become effective.
If the
resignation of
a Director is effective
at
a future time, the
Board shall
elect a successor to take office when
the resignation becomes effective. No
Director
may resign when
the corporation would then be left
without a duly elected Director
or Directors in charge of its affairs.
No reduction of the authorized number
of Directors
shall
have the effect
of removing
any Director
before that
Director’s
term of office expires.
Section 14. COMPENSATION.
The Directors shall receive no compensation
for their
services
as such. Nothing
herein
contained shall be
construed to preclude any
Director from serving the corporation
in any other capacity as an officer,
agent,
employee
or otherwise,
and receiving
compensation
therefor.
Section 15. QUORUM. Fifty Percent
(50%) of the authorized number of Directors
constitutes a
quorum of the Board
for the transaction
of
business, except
to adjourn as provided in Section 12
of this
Article III. Every act or decision
done or made by a majority of the Directors
present at a meeting duly held at which
a quorum is present
shall
be regarded as the
act of the
Board, subject
to the provisions of the California Nonprofit
Corporation Law, especially those provisions
relating to:
(a) Approval of contracts
or transactions in which a Director
has a direct or indirect material
financial
interest;
(b) Appointment of committees;
and
(c) Indemnification of Directors.
A meeting at which a quorum is initially
present may continue to transact business,
notwithstanding
the
withdrawal of
Directors, if any action
taken is approved
by at least a majority of the required
quorum for that meeting.
Section 16.
COMMITTEES. The Board may appoint one
or more committees. Each committee
shall consist
of two
(2) or
more Directors and
may consult with such persons
as the committee shall determine. The
Board may delegate to such committees
any of
the authority
of the Board
except with respect
to:
(a) The approval of any action for
which the California Nonprofit Corporation
Law requires
approval of
the Directors or approval
of a majority of
all Directors;
(b) The filling of
vacancies on the Board or in any
committee which has the authority
of
the Board;
(c) The amendment or
repeal of these Bylaws or the adoption
of new Bylaws;
(d) The appointment
of other committees of the Board
or the members thereof;
(e) The
approval of any transaction (1)
to which the corporation is a party
and in which
one or
more Directors
have a material
financial interest
or (2) between
the corporation and one or more of
its Directors or between the corporation
or any person
in which one
or more of its
Directors
have a material
financial interest;
and
(f) The fixing of compensation
for the Directors for serving on
the Board or
on any committee.
Any such committee must be created,
and the members of the committee
appointed, by resolution
adopted
by a majority
of the authorized
number of Directors, provided
a quorum is present. The Board may
appoint,
in the same manner, alternate members
of any committee
who
may replace
any absent
member at any
meeting of the committee.
The Board shall have the power to
prescribe the manner in which proceedings
of
any such committee
shall
be conducted. In the
absence of any such
prescription,
such committee shall have the power
to prescribe the manner in which
its proceedings
shall
be conducted. Unless the
Board or
such committee
shall otherwise provide,
the regular and special meetings
and other actions of any such committee
shall be governed by the
provisions of this
Article
III applicable
to meetings and actions of the Board.
Minutes shall be kept of each meeting
of each committee.
Section 17. ADVISORS.
The Board may, in its discretion,
appoint advisors
to attend,
but
not vote at,
Board meetings and consult
with the Board
concerning the affairs
and activities of the corporation.
ARTICLE
IV - OFFICERS
Section 1. OFFICERS.
The officers of the corporation shall be:
(a) President
(b) Vice President
(c) Secretary
(d) Treasurer
The corporation may also have,
at the discretion of the Board,
of the following officers:
(a) Chairman of the
Board
(b) Executive Vice President
(c) One or more additional Vice
Presidents
(d) One or more Assistant Secretaries
(e) One or more Assistant Treasurers
(f) Such other officers as
may be appointed in accordance with the
provisions of Section 3 of this Article IV.
Officers shall be Directors.
Any number of offices may be
held by
the same
person, except
that neither
the Secretary
nor the
Treasurer may
serve concurrently as
the President or the Chairman
of the Board.
Section 2. ELECTION.
The officers of the corporation,
except such officers as may
be appointed in
accordance with the
provisions of Section 3
or 5 of this
Article IV, shall be chosen
by the Board, and each shall
hold
office
at the pleasure of the Board,
who may,
either at a regular or special
meeting, remove any
such officer and appoint his
or her successor.
Section 3.
SUBORDINATE OFFICERS, ETC.
The Board may appoint such
other officers as
it may deem
necessary,
each of whom
shall hold
office for
such period, have
such authority and perform
such duties as are provided
in these
Bylaws or
as the Board
may
from time to
time determine.
Section 4. REMOVAL
AND RESIGNATION. Any officer
may be removed, either with
or without cause,
by a majority
of
the Directors
in office at
the time, at a regular
or special meeting of the Board,
or by any officer upon whom
such power
of removal
may
be conferred
by the Board.
Any officer
may
resign at
any time by giving written
notice to the Board, to the
President or to the Secretary
of the corporation.
Any
such
resignation
shall take
effect at the
date
of the receipt of
such notice or at any later
time specified therein; unless
otherwise
specified
therein, the
acceptance of such resignation
shall not be necessary to make
it effective.
Any
such removal
shall be without prejudice
to
the rights,
if any,
of the officer
under any contract of employment
of the officer. Any such resignation
shall
be
without prejudice
to the
rights, if
any, of the corporation
under any contract
to which the officer is a party.
Section
5. VACANCIES. A vacancy in
any office because of death,
resignation,
removal, disqualification
or any other
cause shall
be filled in the
manner prescribed in these
Bylaws for regular appointments
to such office.
Section 6. PRESIDENT.
The President shall be the
chief executive officer of
the corporation and
shall, subject
to the control
of the Board,
have general supervision,
direction and control of the
corporate affairs and the officers
of the
corporation. He or
she shall
sign as President,
on behalf
of
the corporation,
all contracts
and other instruments in writing.
He or she shall have such other
powers and duties
as
from time
to time may
be prescribed by the
Board of Directors
or these
Bylaws.
Section 7. VICE PRESIDENT.
In the absence or disability
of
the President,
the
Chairman of
the Board and
the Executive Vice President,
the Vice
President shall
be vested with the powers required
to perform the duties of the
President and
shall have
such other
powers and
perform such other
duties as
from time to time
may be prescribed by the Board
or these Bylaws.
Section 8.
SECRETARY. The Secretary
shall keep or cause to be
kept, at the principal office
or such
other place
as the Board
may order,
a book
of minutes of all meetings
of Directors, with the time
and place of holding, whether
regular
or special,
and
if special,
how authorized, the notice
thereof given, the names of
those
Directors present and the proceedings
thereof, including a record
of all votes. He or she shall
give
or cause to be given notice
of all meetings
of
the Board.
He or she shall have custody
of the seal of the
corporation and shall have
such other powers and perform
such
other
duties as
may be prescribed
by the Board
or these Bylaws.
Section 9.
TREASURER. The Treasurer shall
keep and maintain or
cause to be kept
and maintained
adequate
and correct
accounts
of receipts
and disbursements of
the corporation. He or she
shall receive and shall have
custody
of the corporate
funds and
securities
and shall
deposit all monies
and
valuable
effects in the
name of and to the credit of
the corporation in such depositories
as may be designated
by the Board.
He
or she shall disburse
the funds of the corporation
as
ordered by the Board. He or
she shall render to
the President and the Directors,
whenever they
request it,
an account of
all of his
or her transactions
as Treasurer and
of the financial condition
of the corporation. He or she
shall
have
such other powers
and perform such
other
duties
as from
time to time
may be
prescribed by
the Board or these Bylaws.
The Treasurer is the chief
financial
officer of
the corporation.
The
books of
account shall
be open for inspection
by any Director
at all reasonable times. If
required by the Board, the
Treasurer shall
give the corporation a bond
in the amount and
with the surety or sureties
specified by the Board for
faithful performance of the
duties of his or her office
and
for restoration to
the corporation of
all its books,
papers, vouchers, money and
other property of every kind
in his or her possession or
under his or
her control on
his or her death,
resignation,
retirement or removal
from
office.
Section 10. CHAIRMAN
OF THE BOARD. The Chairman
of the
Board, if
such an office
be elected,
shall, if
present,
preside at meetings
of the
Board and exercise
and perform such other powers
and duties as may be from time
to
time assigned to him or her
by the Board or prescribed
by the
Bylaws.
If there
is no President,
the Chairman of the Board shall
in addition be
the chief executive officer
of the corporation and shall
have the
powers and duties
prescribed
in
Section 6
of this Article IV.
Section
11. EXECUTIVE VICE PRESIDENT
. In the absence or disability
of the President
and
the Chairman
of the Board,
the Executive
Vice President,
if such an office
be elected, shall be vested
with the powers required to
perform
the duties
of the President
and shall
have such
other powers
and perform
such other
duties
as from time to time may be
prescribed by
the Board or these Bylaws.
ARTICLE
V - INDEMNIFICATION
The corporation
shall indemnify, advance
expenses to and provide insurance
coverage for its past,
present and future
officers,
directors and agents,
and negotiate
and enter into contractual
agreements providing for indemnification,
advancement of expenses
and insurance
coverage with its
past, present and future officers
and directors, to the fullest
extent allowed by Section 5238
of the
California Nonprofit
Public Benefit Corporation
Law, subject
to reasonable
limits
determined by the Board from
time to time and any
limitations
or
qualifications imposed
by the Internal Revenue Code
of 1986, as amended.
ARTICLE
VI - AMENDMENTS
POWER OF DIRECTORS.
Except as otherwise provided
herein, new
Bylaws may
be adopted or these
Bylaws may be repealed
by the
affirmative
vote of
two-thirds (2/3) of
the Board.
ARTICLE VII - MISCELLANEOUS
Section 1. CHECKS, DRAFTS,
ETC. All checks, drafts or
other orders
for
payment of
money, notes or
other evidence of
indebtedness
issued in the
name of or payable
to the corporation shall be
signed or endorsed by such
person or
persons and
in such manner
as from
time to
time shall be determined
by resolution
of the
Board.
Section 2. CONTRACTS,
ETC., HOW EXECUTED. The Board,
except as
these Bylaws
or the Articles
of Incorporation
otherwise
provide,
may authorize
any officer or
officers, agent or agents,
to enter into any contract
or execute
any
instrument in the name
of and on
behalf of
the corporation,
and such
authority may be general
or confined to specific instances;
and,
unless so authorized by the
Board, no officer, agent
or employee
shall have
any power or
authority
to bind
the corporation
by any contract or agreement
or to pledge its credit to
render it liable
for any
purpose or to any amount.
Section
3. REPRESENTATION OF SHARES
OF OTHER CORPORATIONS.
The President
and
any other
officer or officers
authorized by the
Board or the
President are each
authorized to vote, represent
and exercise on behalf of
the corporation
all rights
incident to any and
all shares
of any other corporation
or corporations standing
in the name of the corporation.
The authority herein granted
may be exercised
either
by any such officer
in person or
by any other
person
authorized
so to do by proxy or power
of attorney duly executed
by said officer.
Section 4.
CONSTRUCTION AND DEFINITIONS
. Unless the context otherwise
requires, the
general
provisions, rules of construction
and definitions
contained in the
General Provisions of the
California Nonprofit Corporation
Law and
in the California Nonprofit
Public Benefit
Corporation Law
shall
govern the construction
of these Bylaws.
Section 5.
INTERPRETATION. As used
herein, the masculine shall
include
the feminine
and neuter,
and the singular
shall include
the plural.
CERTIFICATE OF SECRETARY
I
certify that I am the duly
elected and acting
Secretary
of Organization
for Computational
Neurosciences, a California
nonprofit public
benefit corporation,
that the above Bylaws
are the Bylaws of the
corporation
as
adopted by
the Board
of Directors
on July
6, 2003,
and that they have
not been amended
or modified
since that date.
IN
WITNESS WHEREOF, the undersigned,
has executed
this Certificate
of Secretary as of
the 6th day of July,
2003.
_______________________________________
Linda J. Larson-Prior,
Assistant Secretary
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