Midlands Chapter

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Bylaws

ARTICLE I. Name

The name of this organization is THE MIDLANDS SOCIETY OF PHYSIOLOGICAL SCIENCES, herein after referred to as "The Society".

ARTICLE II. Purpose

The purpose of The Society is to: 1) foster advances in physiology-related research and education through collaborations and communication among individuals within the states of Nebraska and South Dakota and amongst adjoining states; 2) promote training and advancement of students and trainees interested in physiology-related careers; and 3) enhance public awareness of knowledge gained from physiological research and its impact on healthy living. The Society is organized for scientific educational purposes and shall comply with section 50l(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The Society will not engage in prohibited political or legislative activity.

ARTICLE III. Membership

SECTION 1. Members. Any person within the states of Nebraska and South Dakota who is presently engaged in research, education, administration or advocacy of any physiology-related science shall be eligible for membership in The Society. In addition to academic faculty and health-care professionals, eligibility is open to students (high school through post-graduate college), post-degree trainees and fellows, laboratory and administrative staff, K-12 educators, industry employees, and any others interested in supporting physiology research and/or education. Application for membership shall be made on a prescribed form to be considered for approval by the Council.

SECTION 2. Rights of Members. Unless otherwise noted, all Members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer. No Member shall delegate their voting rights or transfer membership to another representative. All the Member's right, title and interest in or to The Society shall cease on the termination of membership. No Member shall be entitled to share in the distribution of the Society assets upon the dissolution of The Society.

SECTION 3. Code of Ethics. All members of The Society shall be given a copy of the Society's code of ethics as described in Appendix A of these bylaws.

SECTION 4. Termination of Membership. The Council may terminate or suspend the membership of any Member for failure to pay such dues or assessments as may be required under ARTICLE IV hereof. The Council may also adopt such rules and regulations as it deems necessary or advisable for the suspension or termination of membership. Any Member may resign at any time by giving written notice of such resignation to the President or the Secretary of The Society. The resignation of a Member does not relieve the Member from any obligations incurred or commitments made by the Member to The Society prior to resignation.

ARTICLE IV. Dues and Assessments

SECTION 1. Annual Dues. The annual dues for Members shall be determined by the Council and shall be paid in advance of the deadline set by Council. The Council shall have the authority to establish a dues structure as deemed appropriate. Any Member whose dues have not been paid within six months of expiration shall be dropped from membership. Reinstatement shall be accomplished by reapplication and submission of the annual dues required.

SECTION 2. Assessments. The Council shall have the authority to set fees for meetings and activities as required for necessary expenses associated with Member participation in the event.

ARTICLE V. Council and Officers

SECTION 1. The Council.The Council shall function as the Board of Directors of The Society. The Council shall consist of five Officers and three or more Councilors, as the Officers may, by resolution, designate from time to time. The Council shall be responsible for the management and operation of The Society subject to the provisions of the laws of this state and subject to any limitation in these bylaws that requires or permits any action to be taken or permitted by the members of The Society. All Council members must be of the age of majority of this state, must act responsibly and in the best interest of The Society, and adhere to proper procedures to avoid self-dealing and conflict of interest.

SECTION 2. Officers and Eligibility. Officers of The Society shall consist of a President, a PresidentElect, the Past President, a Secretary, and a Treasurer. The President and President-Elect shall not be from the same university campus or institution. The President-Elect and Treasurer must be standing Members of The Society or a related Society for or more than 3 years. The President must be a standing member of the American Physiological Society during their term.

SECTION 3. Officer Duties and Terms of Service:

The President, with consultation of the Council, shall call meetings, determine the annual theme, serve as the annual meeting coordinator, and supervise affairs and activities as required to conduct The Society's business. The President shall preside at all meetings of the Council and the annual meeting of Members. The President shall serve a term of one year.
The President-Elect shall serve, together with the President, for one year and then become President to work together with the new President-Elect and Past President. The President-elect shall act as President in absence of the President.
The Past President shall serve for one year in an advisory role to the President. At the request of the President, the Past President shall act as President in absence of both the President and President-Elect. The past president shall serve as the Society representative to the Chapter Advisory Committee for the American Physiological Society.
The Treasurer shall be responsible for the preservation of The Society's funds and shall report on the financial status and shall disburse funds as authorized by a majority of the membership, the majority consensus of the council, or as contained in the budget prepared by the Council. The Treasurer shall keep and maintain adequate and correct accounts of The Society's business transactions, including accounts of assets, liabilities, receipts, disbursements, gains, and losses. The Treasurer shall also be responsible for any income tax filings and record keeping. Any bank account will remain under the name of the Treasurer and President for the duration of their terms and will be updated following the election at the annual meeting when a new Treasurer and President assume position. The Treasurer shall serve a term of three years and may be reelected for more than one term.
The Secretary will be responsible for recording the minutes of meetings, and assisting with development of agendas, programs, flyers, and other correspondence. The Secretary shall keep a book of minutes of all meetings recording therein, the time and place of the meeting, how called, how notice thereof was given, the names of those present, and the proceedings thereof, along with any supporting documents pertaining to the meeting or written consents taken without a meeting. The Secretary shall keep a membership book containing the name, address, and email of all members, updated on a quarterly basis for new and terminated members. The Secretary shall serve a term of one year and may be re-elected for more than one term.

SECTION 4. Councilors. The positions of Councilor shall be held by, at a minimum, one undergraduate or graduate student, one post-doctoral trainee, and one Member at large. The Council shall have the authority to designate more than three Councilors as needed from time to time. No more than two Councilors can be from the same university campus or institution. A student Councilor must be at an undergraduate or graduate college level. Councilors shall ordinarily serve a term of three years. A student or post-doctoral Councilor who undergoes a change in professional status while in office may continue to serve through their term. To the extent possible, the terms of Councilors shall be staggered but do not need be uniform. All Councilors may be re-elected for one additional term or nominated for a position of Office based upon eligibility requirements set forth in this article.

SECTION 5. Removal and Vacancies. Officers and Councilors may be removed from office as permitted by and in accordance with the laws of this state. Any vacancy among the Council caused by death, resignation, removal, exodus, or otherwise shall be filled as follows. In the instance of the vacancy of the President, the President-Elect will serve as the President and a new President-Elect will be nominated following procedures outlined in ARTICLE VI hereof. Vacancies in the Past-President will remain vacant until elections at the annual meeting at which time the President will assume the position. For all other Council Members, nominations will be solicited from the membership and a plurality of votes of the Council members remaining in office will determine replacement of any vacancies. A Council member elected to fill a vacancy shall hold office until the expiration of the term of the original Council member causing the vacancy and until a successor shall be elected and qualified as outlined in ARTICLE VI hereof.

SECTION 6. Compensation. Officers, Councilors and other Members of The Society acting in an official capacity for The Society shall not be paid for their services and are considered volunteers.

SECTION 7. Nonliability of Council. The Officers and Councilors shall not be personally liable for the debts, liabilities, or other obligations of The Society.

ARTICLE VI. Nominations and Elections

SECTION 1. Election of Council Members. The Officers and Councilors shall be elected by the Members of The Society at the annual meeting provided in ARTICLE IX hereof or by electronic ballot when feasible as provided in ARTICLE XI hereof. The terms of newly elected Officers and Councilors shall commence at the conclusion of the annual meeting or at a time after the election as deemed necessary by the Council.

SECTION 2. Nominating Committee. The Council shall serve as the nominating committee. The Council will solicit nominations from the membership over a one-month period, and at least two months prior to the voting date, to allow the Council to place candidates on the ballots and to send to Membership four weeks prior to the voting date. Nominations for Officers and Councilors are open to self-nomination. To the extent possible the Nominating Committee will strive to solicit nominations to achieve diversity of all classes. To be considered for President-Elect and Treasurer, a nominee must submit their curriculum vitae, along with a recommendation from a Member of The Society. The Council will vet nominees for the final ballots based upon eligibility requirements as set forth in ARTICLE V hereof. Ballots will be administered to the membership at the annual meeting or by electronic ballot with plurality vote among candidates as the selection. In the event of a tie, the Council will deliberate and decide by majority vote.

SECTION 3. Conflicts of Interest. As part of the acceptance of a nomination to serve on the Council or any other capacity authorized by the Council, individuals shall disclose all existing conflicts of interest or potential conflicts of interest that could occur as a result of serving on the Council as outlined in Appendix B of these bylaws. Current Council members will also report conflicts of interest or those that may develop while in their position. Council will determine, by majority vote, whether conflicts of interest have the potential to interfere with the financial, ethical or academic business of The Society as outlined in Appendix B of these bylaws. If a majority approval is carried, the Council will then determine, again by majority vote, the extent to which the nomination will be carried forward and if so, any restrictions upon the activities of the individual(s) with conflicts of interest, in order to protect the integrity and financial status of The Society.

ARTICLE VII. Financial Transactions

SECTION 1. Deposits All funds of The Society not otherwise employed shall be deposited from time to time to the credit of The Society in such banks, trust companies, or other depositories as the Council may select. Signatory powers of The Society will reside with the Treasurer and President.

SECTION 2. Investments. The Society shall have the right to invest and reinvest any funds held, according to the judgement of the Council.

SECTION 3. Gifts. The Council may accept on behalf of The Society any contribution, gift, bequest, or devise for the nonprofit purposes of this Society.

SECTION 4. Contracts and Instruments. The Council may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of The Society, and such authority may be general or confined to a specific instance; and unless so authorized by the Council, no Officer, agent or employee shall have any power or authority to bind The Society by any contract or engagement, or to pledge its credit or render it pecuniarily liable for any purpose or to any amount. The Society may not lend money to or guaranty the obligation of any Member of The Society.

SECTION 5. Payments. All checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money and other evidence of indebtedness in an amount greater than One Thousand Dollars ($1,000.00) shall, unless otherwise directed by the Council or required by law, must be signed by both the Treasurer and President; provided, however, that any such obligations in an amount equal to or less than One Thousand Dollars ($1,000.00) may be signed by either the Treasurer or President. The Council may, however, designate Officers or employees of The Society, other than those named above, who may, in the name of The Society, execute drafts, checks and orders for the payment of money in its behalf.

SECTION 6. Conflicts of Interest. All transactions executed by the Society shall comply with the Conflict of Interest Policy for The Society as set forth in Appendix B of these bylaws.

SECTION 7. Fiscal Year. The official fiscal year shall be from January 1 through December 31.

ARTICLE VIII. Committees

SECTION 1. Standing Committees. Standing committees will include the following: Annual Meeting Committee, Outreach Committee, Trainee Engagement Committee, and Membership Committee. The President will chair the Annual Meeting Committee. Committee chairpersons will be solicited and appointed by the President with approval by the Council.

SECTION 2. Committee Chairpersons. Committee Chairpersons shall appoint members of their own committee with final approval by the Council. Committee chairpersons and members will serve a term of one year and may be reappointed for more than one term. A charge to a committee will be provided by the President with approval by the Council. Membership of committees can include Members of The Society who are not currently serving as Councilors or Officers. To the extent possible, the President and Committee Chairpersons will strive to solicit appointments to achieve diversity of all classes.

SECTION 3. Special Committees. Special committees necessary for the development of The Society, may be appointed ad-hoc by the President with approval of the Council.

SECTION 4. Action of Committees. Committees shall act in an advisory capacity to the Council or to the extent provided by resolution of the Council. No Committee, regardless of Council resolution, may circumvent the authority or responsibilities of Council, rights of members, or the articles of these bylaws, the articles of incorporation, or provisions of state law.

ARTICLE IX. Meetings

SECTION 1. Annual Meeting. The Society shall hold a meeting of Members annually at a time stated in or fixed in accordance with the bylaws. The time and place of the annual meeting and all called meetings shall be determined by the Council and the President as specified in the respective notices or waivers of notice thereof. The annual meeting will be held for purposes of reporting the activities and financial condition of The Society and transacting business, presenting communications, disseminating knowledge, and conducting related activities.

SECTION 2. Other meetings. Seminars, workshops, social gatherings and other called meetings may be held at such times as the Council may determine. Proposals from any Member in good standing for the date and location of a Society-sponsored event will be considered by the Council up to two months prior to the event.

SECTION 3. Location. Annual and other membership meetings may be held in or out of the state of Nebraska at the place stated in the notice of meeting.

SECTION 4. Notice of Meetings of Members. A written, electronic or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed (whether by post or by electronic mail) by the Secretary or by the Officer or persons calling the meeting to each Member of record of The Society at such address as appears on the records of The Society at least ten (10) days before the date of the meeting. Notice of any meeting of Members may be waived in a writing signed by the Member and delivered to The Secretary. Attendance at any meeting shall constitute a waiver of notice of that meeting.

SECTION 5. Council Meetings. Council meetings shall be held at such times and place as the Council may determine. Meetings may be called by the Council to vote upon any proposed action to be taken by Council members or on behalf of The Society that places financial or other obligations upon the Society. Approval will only occur following majority vote by the Council.

SECTION 6. Notice of Meetings of Council. For the ordinary conduct of business, one-week prior notice shall be given of each meeting of the Council. Such notice may be oral or written, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. An emergency meeting of Council may be called with reasonable notice if a quorum of Council members is present. Notice of any meeting of Council may be waived in a writing signed by the Council member and delivered to The Secretary. ARTICLE X. Quorum

SECTION 1. Meetings of Members. A quorum for any regular or called meeting of Members of The Society shall consist of those members at the meeting. The only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

SECTION 2. Meetings of Council. A quorum for the transaction of the business of The Society by the Council shall require the presence of a majority of the Council members.

SECTION 3. Electronic Attendance. Members may attend meetings for the purpose of transacting Society business by telephone conference call or other electronic means when feasible. In the event, the member shall be considered at the meeting and entitled to vote as if they were personally and physically present at the meeting, but their votes shall be recorded by the Secretary as done by electronic attendance.

ARTICLE XI. Voting

SECTION 1. Voting Entitlement. Each member is entitled to one vote on each matter voted on by the members.

SECTION 2. Action by Written Ballot. Any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if approved by Council and The Society delivers a written ballot to every member entitled to vote on the matter so long as any such mechanism meets applicable requirements of state law.

SECTION 3. Electronic Mechanisms. The Council may adopt electronic mechanisms providing notice, for receiving votes, and for any other action in which a "writing" would be required by law, the articles of incorporation, bylaws, or Society policy so long as any such mechanism meets any applicable requirements of state law, considers existing and potential technological advances and defects; is practical, reliable, and effective; and insures the security and integrity of electronic digital writings.

SECTION 4. Proxy Voting. No Member shall have the authority to delegate their voting rights to another representative.

SECTION 5. Act of the Members. When a vote is taken, the affirmative vote of a plurality of votes cast by members voting is the act of the members.

SECTION 6. Act of Council. Considering a quorum is present when a vote is taken, the affirmative vote of a majority of Council members present is the act of the Council.

ARTICLE XII. Society Records, Reports, and Seal

SECTION 1. Maintenance of Society Records. The Society shall keep at its principal office:

Minutes of all meetings of Council, committees of the Council, and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
Adequate and correct books and records of account, including accounts of its properties and business transactions, reports required by the state and IRS, and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
A record of its members indicating their names, addresses and email address, and the termination date of any membership;
A copy of The Society's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of The Society at all reasonable times during office hours.

SECTION 2. Society Seal. The Council may adopt, use, and at will alter, a Society seal. Failure to affix the seal to Society instruments, however, shall not affect the validity of any such instrument.

SECTION 3. Council Inspection Rights. Council members shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of The Society, and shall have such other rights to inspect the books, records, and properties of this Society as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.

SECTION 4. Members' Inspection Rights. Members shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:

To inspect and copy the record of all members' names and addresses, as of the most recent record date for which the list has been compiled, at reasonable times, upon written demand on the secretary of The Society, which demand shall state the purpose for which the inspection rights are requested.
The membership list shall be made available within a reasonable time after the demand is received by the secretary of The Society or after the date specified therein as of which the list is to be compiled. The demand shall state the purpose for which the list is requested.
To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Council or committees of the Council, upon written demand on the secretary of The Society by the member, for a purpose reasonably related to such person's interests as a member.

SECTION 5. Right to Copy and Make Extracts. Any inspection under the provisions of this article may be made in person or by agent and the right to inspection shall include the right to copy and make extracts.

SECTION 6. Periodic Report. The Council shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members of this Society, to be so prepared and delivered within the time limits set by law or these bylaws.

SECTION 7. Retention of Records. Retention of Society documents shall follow the general guidelines as prescribed by the laws of this state and federal government and as outlined in Appendix C of these bylaws.

ARTICLE XIII. IRC 501 (c)(3) Tax Exemption Provisions

SECTION 1. Limitations on Activities. No substantial part of the activities of The Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this Society shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these bylaws, no Member, Officer, employee or agent of The Society shall take any action or carry on any activity by or on behalf of The Society 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, or (b) by a corporation, contributions to which are deductible under Section 170( c )(2) of the Internal Revenue Code.

SECTION 2. Prohibition Against Private Inurement. No part of the net earnings of this Society shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this Society.

SECTION 3. Distribution of Assets. Upon the dissolution of The Society, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Society, shall be distributed to one or more a non-profit organization(s) carrying out scientific educational services, which, at least generally, includes a purpose similar to The Society, for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended, or any successor provision or provisions thereto and in accordance with all applicable provisions of the laws of this state.

ARTICLE XIV. Corporation Indemnification

To the extent not inconsistent with the laws of this state, every person (and the heirs, estate, executors, administrators and personal representatives of such person) who is or was a Councilor or Officer of The Society shall be indemnified by The Society as provided in the Act.

ARTICLE XV. Call for Dissolution

SECTION 1. Dissolution. A call by the Council for dissolution of The Society shall require a quorum of a one third of the active membership with two-thirds of the votes cast or a majority of the voting power, whichever is less.

SECTION 2. In the event of dissolution of The Society, funds remaining after the payment of all obligations shall be distributed in accordance with applicable laws as described in ARTICLE XIII hereof.

SECTION 3. Amounts to be distributed are to be determined at a meeting with a quorum of Members present.

SECTION 4. Written notice of a meeting called for the distribution of funds must be sent at least four weeks prior to the meeting.

ARTICLE XVI. Amendments

SECTION 1. These Bylaws may be amended at any regular meeting, or any special meeting, duly called for the purpose by a 2/3 vote of the Members present.

SECTION 2. A notice of such amendments must be sent with a notice of such meetings at least four weeks prior to the date of the meeting.

SECTION 3. The proposed amendment must be in an acceptable parliamentary form and must not conflict with or nullify unamended sections of the Bylaws.

Article XVII. Construction and Terms

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this Society, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the articles of incorporation shall be the founding document of this corporation filed with an office of this state and used to establish the legal existence of this Society.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of the Midlands Society of Physiological Sciences were approved by the Midlands Society of Physiological Sciences Council members on October 14, 2019 and constitute a complete copy of the Bylaws of The Society.