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Revised October 17, 2000

Bylaws of the
American Board of Electroencephalography
and Neurophysiology, Inc.

Article I
Offices and Corporate Seal

A.Offices. The registered office of the corporation, which shall be its principal office, shall be located in the City of Minneapolis, Hennepin County, Minnesota. The corporation may also have offices at other such places in the State of Minnesota or elsewhere, as the Board of Directors may from time to time determine to be necessary or convenient for the purpose of the corporation and the carrying out of its work and activities.

B.Corporate Seal. The corporate seal shall be circular in form and have inscribed thereon in a circle the name of the corporation, the state in which its registered office is located and the words "Corporate Seal" within the circle.

Article II
Membership

A.Eligibility of Membership.

1.All Doctors of Medicine shall be eligible membership in this chapter and who comply the bylaws of this corporation. In addition thereto, any and all other persons shall eligible for membership in this chapter and who comply with the bylaws of this corporation. Such members shall be known as "associate members" but shall not have the right to vote. Such "associate members" shall have the right to hold office in this corporation.

2.The "active" members of the corporation shall be the incorporators of this corporation and those men elected to its first Board of Directors. In addition thereto, the Board of Directors may from time to time, elect any person to the status of an "active" member as said Board in its discretion deems advisable. The election of such member may be for such length of time as the Board sets and determines.

B.Testing and Certification.

The Board of Directors is empowered to formulate and prescribe such tests and examinations for applicants for certification as "associate members." Such tests and examinations may be set and determined as the Board of Directors in its discretion deems necessary and advisable. Such tests and examinations shall be in accordance with the accredited good practices in the general field of medicine, the specialties of psychiatry in all of its aspects, neurology in all of its aspects, neurosurgery in all its aspects, and the related paramedical subspecialties.

In order to obtain certification in Electroencephalography the applicant must comply with and provide evidence of:

1.)An unrestricted license to practice medicine.

2.)Completion of residency training in neurology, pediatric neurology, psychiatry, neurosurgery, or equivalent field of medicine.

3.)Training of at least six months by a Board Certified Electroencephalographer.

4.)Pass written, oral, and interpretive examinations with a minimum score of 75% on each and every portion of the examination. The examination will be of 16 hours duration (those individuals who can provide evidence of completion of an ABMS primary board certification will take an eight-hour examination).

5.)Provide letters of reference from three licensed physicians who as familiar with the applicants professional competence and moral character.

C.Termination.

The membership of an active member or associate member may be terminated by the Board of Directors for any of the following reasons:

1.Conviction of a felony.

2.Conviction of any offense involving moral turpitude.

3.The filing of bankruptcy.

4.In the case of a medical doctor, the loss of his professional license.

5.Physical or mental infirmities rendering the member incapable of reading and interpreting electroencephalographs.

6.For such other reasons as the Board of Directors deems necessary and advisable.

Termination of membership shall be automatic for causes 1 thru 4 as above stated. In the event membership be terminated for causes 5 and 6 as above set forth, the member shall have the right to be heard at a hearing held on written notice delivered to or mailed to the member at least ten (10) days before the hearing upon the majority vote of the Board of Directors and entered into the minutes of either a Special Meeting of the Board of Directors or a Consent Resolution of the Board of Directors. The hearing shall be heard and conducted by at least three (3) of the active members of the corporation and shall be held at such place and time as the Board of Directors shall set and determine. An affirmative vote of the majority of such active members at said hearing shall be sufficient to determine termination. The determining question shall be in the best interest of the corporation. Notice of termination shall be effective upon the mailing of a written notice thereof to the member at his last known address by registered mail.

D.Review and Renewal.

The Board of Directors may adopt any and all procedures for review and renewal of a member's certification as it in its sole discretion deems necessary and advisable.

E.Resignation.

Any member may resign from membership in the corporation at any time, by written resignation, delivered or mailed to the Secretary of the corporation. Any such resignation shall be effective upon receipt thereof by the Secretary of the corporation.

F.Voting.

Each active member of the corporation shall have one (1) vote on or in respect of any matter on which members of the corporation have the right to vote under the terms of the Articles of Incorporation, these bylaws, or any applicable statute or rule of law. There shall be no cumulative voting for Directors, or on any other matter.

Article III
Dues and Assessments

A.Annual Dues and Assessments.

Annual dues and special assessments may be established by the Executive Council in such amounts as it deems necessary to defray operating expenses of the corporation in the carrying out of its purposes and as provided for in the Articles of Incorporation.

B.Special Assessments.

The Executive Council shall have the right at any time to increase, reduce or waive annual dues or the levying of a special assessment upon the active members for any bona fide financial needs of the corporation in the carrying out of its general purposes as provided for in the Articles of Incorporation.

Article IV
Meetings of Members

A.Annual Meetings.

There shall be at least one annual meeting of this corporation which shall be held at such time and place as selected by the Board of Directors. Notice of said annual meeting shall be given by the Secretary by mail not less than ten (10), nor more than sixty (60) days immediately prior to the date of said meeting. Such annual meeting shall, if at all possible, be held in conjunction with The EEG and Clinical Neuroscience Society's annual meeting. The annual meeting shall include the election of the Board of Directors. (F. Article V B)

B.Special Meetings.

Special meetings of the members of the corporation to be held at the registered office of the corporation or such other place as shall have been designated by the Board of Directors, shall be called by the Secretary of the corporation for any lawful purpose at any time at the direction of the President, when deemed necessary by the Board of Directors, by petition of one-third (1/3) of the active members in good standing. At such special meeting, no business may be transacted except that for which the special meeting was called. The Secretary shall include in the notice of the meeting the place and purpose of the meeting and said notice shall be mailed to each member, not less than ten (10) days, nor more than sixty (60) days immediately prior to the meeting.

C.Quorum.

A quorum for any annual or special meeting of, or vote by mail by, the members of the corporation shall be by a majority vote of such active members.

D.Voting by Active Members.

At each annual or special meeting of the active members, each active member of the corporation may vote, in person or by proxy, by voice or by ballot; or if notice of meeting or of voting shall specify that voting is to be by mail vote, each active member may vote by written ballot mailed to the address specified in the notice. Except where otherwise required or provided by statute, by the Articles of Incorporation, or by other provisions of these By Laws, at any meeting and in any voting by mail where a quorum is present, each matter shall be decided by a majority vote of the active members voting on such matter.

E.Order of business.

Roberts' Rule of Order governing deliberative bodies shall govern the business meetings of this incorporation in reference to parliamentary procedure. A majority vote of those members present or voting by proxy or ballot shall be necessary for the passage of any motion. The following shall be the order of business at all regular meetings of the corporation:

1.Reading of Minutes of the last meeting.

2.Report of Secretary.

3.Report of Treasurer.

4.Report of Auditing Committee.

5.Report of Committees.

6.Unfinished business.

7.Election of Officers.

8.New business.

9.Adjournment.


Article V
Directors, Officers and Committees

A.General Powers.

The business, property and affairs of this corporation shall be managed by a Board of Directors.

B.Number, Qualification and Term of Office.

The members of the first Board of Directors as those persons named as such in the Articles of Incorporation, who shall continue in office until the first annual meeting of the members of the corporation or until their successors are elected and qualified. The number of members of the corporation's Board of Directors shall be fifteen (15), but this number may be increased by amendment of these By Laws.

The membership shall elect at its first annual meeting from its number five (5) Directors who shall serve a term of three (3) years; three (3) Directors who shall serve a term of two (2) years; and two (2) Directors who shall serve a term of one (1) year. Thereafter at each annual meeting of the members, five (5) Directors shall be elected to serve a term of three (3) years.

The officers of this corporation shall consist of a President, President-Elect, a Vice President, a Secretary, and a Treasurer. The President shall hold office for two (2) years from the time of election and at the expiration of his term the President Elect shall automatically become President and shall serve as such for a two (2) year term. The Secretary and Treasurer shall hold office for three (3) years from the time of election. In addition to the foregoing officers, the Board of Directors may elect from time to time an Assistant Secretary and Assistant Treasurer.

C.Executive Council.

An Executive Council shall be created by the Board of Directors and the membership of the Executive Council shall consist of the officers of the corporation and such other active members as the Board of Directors shall appoint to such Executive Council. The Executive Council shall be the executive board of the corporation. The Executive Council shall have general supervision, management and control of the business affairs and activities of the corporation unless otherwise provided in the Articles of Incorporation and ByLaws of this corporation. The Executive Council shall meet as often as the interest of the corporation requires. Three (3) members shall constitute a quorum of the Executive Council. It shall have the management of the affairs of the corporation subject to the express will of the corporation at a regular meeting. It shall have charge of all meetings, deciding the meeting place and appraising the program in cooperation with the local arrangement committee and the state program chairman. The President or any three (3) members shall call a meeting of the Executive Council. notice of which , outlining the essential business, shall be transmitted to each member of the Executive Council prior to the meeting.

D.Duties of the Officers.


1.The President.

It shall be the duty of the President of the corporation to preside at all meetings of the Council and the corporation, to enforce the rules of order, and to maintain proper decorum at all deliberations. He shall be an ex-officio member of all corporation committees.

Vacancies occurring in the offices of the corporation shall be filled by appointment by the President, and said appointment shall continue until next annual meeting.

At the annual meeting the President shall appoint the Program Chairman whose duty will be to arrange the next annual meeting.

2.The Vice President.

The Vice President shall assist the President in carrying out his duties. In the absence of the President, or his inability to act, the Vice President shall act on his behalf and shall chair all meetings.

3.The President-Elect.

The President-Elect shall have those duties as required of him by the Board of Directors, Executive Council, and the President. The President Elect shall automatically become the President of the corporation at the expiration of the existing term of the President. In the absence of the President, or in his inability to act, the President Elect shall conduct the meetings.

4.The Secretary.

The Secretary of the corporation shall preform all the duties ordinarily required of, or customarily preformed by, a Secretary and such other duties as the President or the Council may direct. The duties of the Secretary shall include the following:

(a)He shall make and maintain at all times a currect list of all members in this corporation, noting the correct name, address, and date of acquiring fellowship in the American Board of Electroencephalography.

(b)He shall act as the official custodian of the permanent record book of the corporation, in which book there shall be entered the Articles of Incorporation and ByLaws of the corporation, and all amendments thereto, together with the date of their adoption.

(c)He shall act as official custodian of the records, papers and property belonging to the corporation with the exception of the records customarily kept by the Treasurer.

(d)He shall record and preserve the minutes of all meetings, regular or special, of the corporation and of the Council.

(e)He shall prepare and send to the members of the corporation notices of special meetings of the corporation, and such other notices as may be required by the Articles of Incorporation or ByLaws of the corporation, or as may be directed by the corporation or its officers.

(f)The Secretary shall be reimbursed by the corporation for any lawful expenditures made for this corporation.

(g)It shall be the duty of the Secretary at least one (1) month prior to the annual meeting, to notify each member, by mail, of the date and place of said meeting.

(h)Upon his resignation as Secretary, or upon the expiration of his term of office, he shall deliver all records and other property belonging to the corporation in his possession or under his control, to his successor in office, or to the President of the corporation.

(i)It shall be the duty of the Assistant Secretary to assist the Secretary in the performance of his duties, and the Assistant Secretary shall succeed to the office of the Secretary upon resignation of the Secretary or termination of his service prior to the expiration of his term of office.

5.The Treasurer.

The Treasurer of the corporation shall preform all the duties customarily required of or preformed by a Treasurer, and such other duties as the President or the Council may direct. The duties of the Treasurer shall include the following:

(a)He shall collect and receive all fees, dues, and assessments from the members of this corporation, and all monies due or payable to the corporation from any source; and he shall make and preserve proper books of account and keep an accurate account of the finances of this corporation, including a detailed record of all receipts and disbursements.

(b)He shall make disbursements of any monies or funds in his possession or control only in accordance with orders of the Council.

(c)He shall prepare a detailed financial statement for presentation at each annual meeting.

(d)The Treasurer shall be reimbursed by this corporation for any lawful expenditures made for this corporation.

(e)The books and accounts of the Treasurer may be reviewed at the annual meeting by an auditing committee appointed by the President.

(f)Upon his resignation as Treasurer or upon the expiration of his term of office, the Treasurer shall deliver all records, monies, and other property belonging to the corporation in his possession or under his control, to his successor in office or to the President of the corporation.

(g)It shall be the duty of the Assistant Treasurer to assist the Treasurer in the performance of his duties, and the Assistant Treasure shall succeed to the office of the Treasurer upon resignation of the Treasurer or termination of his service prior to the expiration of his term of office.

6.Committees.

The Board of Directors shall appoint such committees as in its sole discretion it deems necessary and advisable.

Article VI
Amendments

These ByLaws may be amended by the affirmative vote of a majority of the active members present and voting at any regular or special meeting of the corporation, provided that a written resolution is necessary for any amendment to these ByLaws, setting forth a full statement of the proposed amendment to the By Laws, and said proposed amendment must be mailed to all active members at least thirty (30) days in advance of the meeting wherein the vote is to transpire.

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