OCNS 2011 Bylaws

Article I - Name, Purpose, and Status

1.01 Name and Office: The name of the corporation is Organization for Computational Neurosciences (“OCNS”) a California nonprofit public benefit corporation. The OCNS office shall be located in a place determined by the Board.

1.02 Purpose: The purpose of the Corporation is to create scientific and educational forums for students, scientists, other professionals and the general public to learn about and to advance the state of knowledge in computational neuroscience.

1.03 Status: The corporation is formed under the California Nonprofit Corporation Law and tax-exempt under Internal Revenue Code, section 501(c)(3) and is subject to those laws as well as various federal and state laws and regulations. As a nonprofit corporation, OCNS is prohibited from distributing its assets or earnings to members.

Article II - Membership

2.01 Membership: Membership is extended to those involved in or associated with the profession of computational neurosciences.

2.02 Regular Membership: Regular membership is extended to persons with an academic degree in computational neurosciences or a related field. Regular membership may also be extended to persons currently enrolled in a degree-granting institution pursuing an academic degree in computational neurosciences or a related field. Regular members enjoy full membership rights including the right to vote and to serve on committees.
Applications for regular membership may be made by submitting a brief letter of introduction including statements requesting membership and providing the name of graduation college or university plus dates of enrollment or date of graduation. Applications are made through the OCNS website. Initial membership dues must also be submitted at the time of application.

2.03 Associate Membership: Associate membership is extended by invitation of the Board of Directors to persons or organizations with an interest in the field of computational neurosciences. Associate members may not vote but may serve on committees.

2.04 Termination of Membership:
A membership shall be suspended or terminated whenever the Board or its designee determines that any of the following have occurred: (a) resignation of a member, (b) failure of a member to pay dues, fees, or assessments in accordance with rules adopted by the Board, or (c) occurrence of any event that renders a member either ineligible for membership or incapable of satisfying membership qualifications.

2.05 Discipline of Members:
A member may be publicly reprimanded, suspended, or have their membership terminated for cause by the Board or its designee after affording the member the hearing specified below.
The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefore. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board shall determine whether cause exists and the appropriate discipline, in any.

2.06 Member Obligation to Follow Organization Rules:
These Bylaws constitute a binding legal agreement between OCNS and its members. These Bylaws may be supplemented by amendments and actions of the Board. Each member of OCNS agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or voting members of OCNS.

2.07 Member Liability: No member of OCNS shall be personally liable for any of the debts or obligations of OCNS.

Article III - Dues

3.01 Dues: The Board shall set dues, fees, and assessments and set the terms of payment. Any member who is delinquent in dues, fees, or assessments may be suspended or terminated as provided above.

3.02 Refunds:
No dues will be refunded.

Article IV - Membership Meetings

4.01 Annual Meetings: The annual meeting of the Members shall be held at a time and place to be determined by the Board.

4.02 Special Meetings: Special meetings of the Members may be called by the Board, the President, the Vice President, the Secretary, any two directors, or 5 percent of the voting members.

4.03 Electronic Meeting:
Meetings by electronic transmissions may be held only after the Board has authorized that meetings may be held in whole or in part by electronic means and has adopted and distributed or posted policies or procedures that comply with all requirements of the California Nonprofit Law, including the requirement that the corporation have on file legally proper member consents in the form and manner prescribed by law.

4.04 Notice of Meetings:
Notice of meetings of the Members shall be delivered in writing not less than 10 days, nor more than 90 days, before the date of the meeting. Such notice shall specify the date, time, place, and purpose of such meeting and provide sufficient information so that Members can form a reasoned judgment as to the business to be transacted at this meeting. Notice of meetings shall be sent by one or more of the following methods: in-person; fax, mail; or email.

4.05 Quorum: A quorum shall consist of the voting members present in-person at an in-person meeting or the number of voting members casting ballots electronically or by mail ballot in cases of electronic or mail balloting. The members present at an in-person meeting may continue to transact business until adjournment, even if some members withdraw from the meeting, leaving less than a quorum, if any action taken is approved by at least a majority of the members required for a quorum.

4.06 Action by Written Ballot:
Any action required or permitted to be taken at a meeting of the Members may be taken by written ballot according to law.

Article V - Board of Directors

5.01 Board of Directors: The Board of Directors shall be the governing body of the corporation. Membership on the Board shall be limited to voting members.

5.02 Transition: OCNS will be making the transition from an organization without members to a membership organization over the course of the next few years. Each Board member as of January 1, 2011 shall be automatically granted OCNS membership and shall serve out the course of his/her term as a Director and for those who are currently hold an office, as an Officer.. These Directors will begin being replaced by elected Directors beginning with the 2012 term. This transition will be complete by the 2016 term.

5.03 Composition: The Board of Directors shall be composed of not less than ten or more than twenty-five Directors, as may be designated from time to time by a resolution duly adopted by the Board. Each Director must be a member of OCNS.
Directors shall be elected by the membership with the exception of maximum eight ex officio Directors who shall be appointed by a majority of the Board. The ex officio Directors shall have specific tasks in running the Corporation or in organizing the Annual Meeting.

5.04 Election and Term:
Elections of elected Directors shall be held between September and November each year. Elected Directors serve terms of three years which shall begin January 1st of the year immediately following their election, and shall last until their successors are elected and qualified, or until their earlier resignation, removal or death. The terms of elected Directors shall be staggered so that 1/3 of the elected Directors are replaced each year. Ex officio Directors shall also serve terms of one to three years.

5.05 Participation:
Any member of the Board who is unable to attend a meeting shall notify the President of his or her reasons for absence. Directors may participate in all Board meetings either in person, via teleconference or by other means approved by the Board under section 5.16 of these Bylaws.

5.06 Individual Directors: As individuals, Directors shall have only that authority provided by Board action and in the form of position descriptions for those Directors.

5.07 Duties of the Board: The Board is the governing body of the corporation and may delegate the management of the activities of OCNS to any person or persons, management company, or committee 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

5.08 Meetings: The Board shall hold regular meetings at times and places designated by the Board. The Board shall keep a record of its proceedings and shall report on its activities at each meeting of the Members.

5.09 Special Meetings: Special meetings of the Board may be called by the President, the Secretary or by any two Directors.

5.10 Notice: The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board. The Board may hold special meetings upon five days notice by first-class mail or 72 hours notice delivered personally or by telephone, fax, or email. In all cases notices shall specify in reasonable detail the business to be transacted.

5.11 Quorum: All Directors shall have one vote each on matters on which the Board of Directors is entitled to vote. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. Any action taken at a meeting may be taken by a majority of a quorum and is the action of the Board. 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 of the meeting.

5.12 Board Action: Every act of decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another.

5.13 Action by Unanimous Written Consent: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, by a consent in writing to the action signed by each Director, as specified in Board policies and procedures.

5.14 Vacancies:
If a vacancy occurs on the Board for any reason, the position may be filled for the unexpired portion of the term by the Board.

5.15 Parliamentary Authority: The OCNS parliamentary authority shall be Sturgis, The Standard Code of Parliamentary Procedure.

5.16 Meeting by Conference Telephone or Other Electronic Means:
Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply:

  1. each Director can communicate with all of the other Directors concurrently;
  2. each Director is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken;
  3. a means of verification is adopted and implemented by the corporation as to both of the following: (a) the person communicating by electronic means is entitled to participate in the Board meeting and (b) all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.


5.17 Nomination Procedures: Each year the Board shall appoint a Nominating Committee which shall be composed of no fewer than three members of the Board whose terms do not expire in the year for which the election is held. The Board, in its discretion, may appoint to the Nominating Committee up to two members of the corporation who are not also members of the Board. The Nominating Committee shall conduct the nomination process in accordance with guidelines set forth by the Board in policies and procedures.

Article VI - Officers

6.01 Designation: The Officers of OCNS shall be President, Vice President, Secretary, and Treasurer. The Board may create additional Officer positions at its discretion.

6.02 Selection and Term:
The Officers shall be selected by a majority vote of the Board of Directors. The Officers shall serve two-year terms. A board member’s term of board service may be extended beyond three years in order to allow that board member to serve a full two year term as an Officer should he/she be selected to serve as an Officer. Upon the end of his/her term the President becomes past President; the past President is automatically a member of the Board. Each Officer shall serve at the pleasure of the Board.

6.03 Qualifications: Officers must be members of OCNS who are Directors. No person may hold the office of President concurrently with the office of Secretary or Treasurer. Officers may serve consecutive terms.

6.04 Duties: The Officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position description for each Officer as adopted by the Board from time to time. In addition, the President serves as Chair of the Board; the Vice President acts in place of the President when the President is not available; and the Treasurer is the Chief Financial Officer of the Corporation.

6.05 Vacancies: If a vacancy occurs among the Officers, other than the President, for any reason, the position shall be filled for the unexpired portion of the term by the Board.

Article VII - Executive Committee

7.01 Powers and Qualifications: The Executive Committee shall have the authority of the Board to act in its place between Board meetings on all matters except those specifically reserved to the Board by law or by the Board itself. The Executive Committee shall report its action to the Board at the earliest practical time.

7.02 Composition: The Executive Committee shall consist of the current President, Vice President, Secretary, Treasurer, immediate past President and two Board members. The Board may appoint additional non-voting Board members to the Executive Committee for fixed terms at its discretion.

7.03 Meetings: Executive Committee meetings shall conform to the requirements of these Bylaws respecting meetings of the Board of Directors.

Article VIII - Other Committees

8.01 Establishment of Committees: The Board may create committees to which it may delegate various governance functions, provided the Board shall issue to the committee a specific mission statement with a definition of the committee's authority.

8.02 Meetings: All committee shall conform to the requirements of these Bylaws respecting meetings of the Board with necessary changes in details.

Article IX - Confidentiality

9.01 Confidentiality: Each Member shall be responsible for preserving the confidentiality of his/her own proprietary information and shall, to the extent reasonably possible, refrain from exchanging confidential information and trade secrets while participating in meetings and activities. Each member shall observe the confidentiality of other members.

Article X - Indemnification and Insurance

10.01 Indemnification: To the fullest extent permitted by the law, OCNS shall indemnify and hold harmless all agents against claims arising out of any alleged or actual action or inaction in the good-faith performance of their duties. "Agents" for this purpose shall include Directors, Officers, employees, and volunteers.

10.02 Insurance: OCNS shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent's status as such.

Article XI - Dissolution

11.01 Dissolution: The corporation may be dissolved upon a majority vote of the Board. Any funds that remain after the dissolution has been carried out shall be distributed to an organization tax exempt under Section 501(c)(3) of the Internal Revenue Code of 1954,

Article XII - Amendments

12.01 Amendment: These Bylaws may be amended by a majority vote of the Board or the Members, provided that certain amendments to the Bylaws, which will materially affect the rights of Members, must be approved by the Members according to law.

Article XIII - Interpretation

13.01 Interpretation: These Bylaws are subject to the California Nonprofit Corporation Law and must be interpreted so as to conform with that Law, as it is interpreted and amended from time to time.