Society Amended and Restated Bylaws
INTERNATIONAL SOCIETY FOR CNS CLINICAL TRIALS AND METHODOLOGY, INC.
Revised and Restated Bylaws
Article I: Name and Location; Exempt Status
The name of the Association is the International Society for CNS Clinical Trials and Methodology (hereafter, ISCTM), a nonprofit corporation incorporated in the State of Tennessee. The principal office of the ISCTM is located in the State of Tennessee at such place as the Executive Committee shall determine from time-to-time. ISCTM is recognized as a public charity by the Internal Revenue Service under IRC Section 501(c)(3).
Article II: Purposes
The purposes of the ISCTM shall include:
a. Serving as a forum to evaluate current concepts in CNS drug development, including but not limited to new indications, associated regulatory guidelines, modes of usage, and the methodology employed both in research and practice involving drugs used for the treatment of psychiatric or neurological disorders;
b. Addressing potential conflicts among research objectives/indications, regulatory demands/requirements for the drug class/indication, and clinical feasibility relevant to CNS drugs; and
c. Promulgating policies and conducting activities for the betterment of individuals, institutions, or corporations involved in aspects of clinical trials of CNS drugs.
Article III: Restrictions
All policies and activities of the ISCTM shall be consistent with:
a. Applicable national, state, and local antitrust, trade regulation or other legal requirements; and
b. Applicable tax exemption requirements, including the requirements that the ISCTM not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Article IV: Language
The official language of ISCTM shall be English.
Article V: Membership
1. Membership Qualifications. Membership in the ISCTM is open to persons engaged in the design, teaching, running, monitoring, reviewing, funding, or analysis of clinical trials, or in teaching or promoting public awareness related to CNS drugs/treatments.
2. Privileges and Duties. Except as provided below, members shall be eligible to participate in all activities of the ISCTM including holding office, voting, and serving as official members of Constitutional Committees. Members shall receive official material, as determined by the Executive Committee, and must pay dues.
3. Classes of Membership. There are five categories of membership: Regular, Industry, Developing World, Trainee and Sustaining Corporation. The rights and privileges of each category are detailed below.
• Regular Membership: This class of membership is open to members from academia, industry-related small businesses, NIH, regulatory agencies as well as other governmental or non-governmental not-for-profit organizations. This includes potential members from organizations whose association with the ISCTM, though relevant to the mission of the society, may be more policy-based than scientific in nature. Members of this class may vote and hold office.
• Industry Membership: This class of membership is open to members from pharmaceutical companies and contract research organizations that are not Sustaining Corporate Members. Members of this class may vote and hold office.
• Developing World Membership: This class of membership applies to members who reside in countries designated as Developing World countries according to the World Bank definition. Members of this class may vote and hold office.
• Trainee Membership: This class of membership is open to members who hold student status, interns, residents, post-doctoral fellows, and other individuals working or studying in the field of CNS clinical trials, who do not hold, and are not qualified to hold, a full-time position in an academic institution or corporation. Members of this class may not vote or hold office.
• Sustaining Corporation Membership: This class of members is open to members designated by corporations or other entities who have become Sustaining Corporation Members (see Article V, paragraph 4). Members of this class may vote and hold office. However, if the Sustaining Corporation does not renew its membership, or renews and does not include the individual at the time of renewal, then the member must renew individually to maintain voting and office holding privileges.
4. Sustaining Corporations; Defined. Corporate and other types of entities are encouraged to contribute annually to the support of the ISCTM. In proportion to the amount of their contribution, they receive the right to designate a number of Corporate Members (who do not individually pay dues). The Executive Committee will annually approve and publish to corporations a Contribution/Corporate Member relationship table.
5. Applications for Membership. Except for Sustaining Corporation Memberships, which are designated by the Corporation, all applicants for membership must complete the application form provided by the ISCTM, either online or by hard copy, and submit the application to the principal office of the ISCTM.
6. Admission of Members. The Membership Committee shall review new member applications periodically. If a member is found not to meet the criteria set forth in Article V paragraph 1, (s)he will be contacted by the Membership Chair who will explain the basis for the Committee’s decision and the steps, if any, needed to meet the applicant’s deficiency.
7. Removal from Membership. Any member shall be removed from the membership rolls for failure to pay dues under Article VI, paragraph 3 or if (s)he is found not to meet the criteria for membership. Removal of membership under this section shall not require advance notice to the member or deliberation by the Executive Committee.
8. Expulsion. Any member proposed for expulsion for another reason shall be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Executive Committee, and a final written notice of the Committee’s decision.
Article VI: Dues
1. Requirement. Each class of membership shall pay dues. The Executive Committee establishes the amount of dues for each class of membership. The Executive Committee shall have the authority to waive, in whole or part, the payment of dues
2. Delinquency. Any member of the ISCTM who is delinquent in dues for a period of ninety (90) days shall be notified of the delinquency and suspended from membership. If dues are not paid within the succeeding thirty (30) days, the delinquent member shall be removed as a member of ISCTM.
Article VII: Executive Committee
1. Function. The governing body of the ISCTM is the Executive Committee, which has authority and is responsible for the supervision, control, and direction of the ISCTM.
2. Composition. The Executive Committee shall consist of the officers of the ISCTM (see Article VIII, paragraph 1), such additional persons that may be elected by and from the regular membership who shall serve at-large, and the Executive Director who shall have voice, but no vote. The total number of members on the Executive Committee will be a minimum of seven and a maximum of fourteen.
3. Election and Term of Office. Elections shall be held annually to fill vacancies resulting from completion of Executive Committee member terms. Candidates for the open positions shall be selected by the Nominating Committee and through a Call for Nominations, and recommended to the Membership. The Call for Nominations, including a submission form, will be circulated to the Membership no less than 60 days prior to the annual meeting and submission forms must be received no later than 30 days prior to the Annual Meeting. The Executive Committee will review all nominations received prior to the published deadline and approve all candidates to be included on the ballot.
Elections shall be held in a manner prescribed by the Executive Committee. Ballots are returned to the Administrative Office where they are counted and sent to the Secretary for recheck. Vote may be taken electronically. The Secretary will send to the members the official notice of election results. Plurality will determine the winners of the election. The vote shall be null and void if less than fifteen percent (15%) of voting members participate. Election results will be announced at the Annual Meeting. If only one candidate is nominated, voice vote may be taken at the annual meeting. New Executive Committee members will begin their terms at the close of the Business Meeting held during the Annual Meeting.
Executive Committee members will serve terms of two years, unless appointed as an officer, in which case the term will be extended to permit a full term in that office, if applicable. At-large member of the Executive Committee may serve two (2) succeeding terms; however, a person who has previously served as an Executive Committee member may again be elected one year after having held the position.
4. Vacancies. If a member of the Executive Committee for any reason is unable to serve or complete his/her term, the Executive Committee shall identify an appropriate candidate and fill the position for the unexpired portion of the term. In addition to the right to fill the vacancy of an unexpired term of a member of the Executive Committee, the Executive Committee shall have the right to make appointments on an interim basis of up to two (2) additional members, but not exceeding the maximum number of members allowed under Article VII, Section 1 of the Bylaws. An interim appointment shall last until such time as regularly scheduled elections can be held. Should an interim appointee wish to continue service, (s)he would stand for election as a first term member.
5. Meetings. The Executive Committee shall meet at least annually at whatever time and place it selects. The presence of any five Executive Committee Members constitutes a quorum, provided the President (or the President-Elect if he is serving in the President’s stead) is present. A majority of Committee members at a meeting where a quorum is present is necessary to make a decision, except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Mail or electronic mail voting is permitted.
6. Removal. An Executive Committee member may be removed by a two-thirds vote of the ISCTM’s membership.
7. Compensation. Voting members of the Executive Committee do not receive compensation for their services.
8. Independent Contractors. The Executive Committee may appoint and compensate individuals to carry out the activities necessary for the main functions of ISCTM and for the management of the annual meetings.
Article VIII: Officers
Officers. The officers of the ISCTM are President, Past President, President Elect, Treasurer, Secretary and Scientific Committee Chair, all of whom must be members of the Executive Committee at the time of their appointment and service as an officer.
1. Appointment and Term of Office. All officers are appointed by the Executive Committee. The President will serve a two-year term as President Elect prior to the two-year term as President and followed by a two-year term as Past President. The Secretary and Treasurer each shall serve a single three-year term, and the Scientific Committee Chair shall serve a single two-year term.
2. Duties. The officers shall perform those duties that are usual to their positions and that are assigned to them by the Executive Committee. In addition, the President shall act as Chair of the Executive Committee, the President-Elect shall act in place of the President when the President is not available, and the Treasurer shall serve as the chief financial officer of the association.
3. Vacancies. If a vacancy occurs among the officers, the Executive Committee shall fill the position for the unexpired portion of the term, selecting from the current members of the Executive.
4. Removal. An officer may be removed by a two-thirds vote of the Executive Committee.
5. Compensation. Officers do not receive compensation for their services, but may be reimbursed for expenses pursuant to the procedures adopted by the Committee for that purpose.
The following Constitutional Committees shall be appointed. Unless otherwise indicated, the chair of each committee shall be recommended by the President and approved by the Executive Committee. Committee chairs shall appoint members to their respective committees, subject to the approval of the Executive Committee. Terms of the general membership of any Constitutional Committee will be for one year and these will be renewable indefinitely, as determined by the Chair of the Committee with the approval of the Executive Committee.
1. Nominating Committee. The duty of this Committee shall be to serve in accordance with Article VII, paragraph 3 as well as the nomination of candidates for each office of the ISCTM. This Committee will be composed of three members: the Past President, Secretary, and Chair of the Membership Committee, as well as the Executive Director, who has voice but no vote. The Past President will serve as chair.
2. Scientific/Program Committee. The duty of this Committee shall be to determine the overall scientific agenda for the ISCTM. This will include identification of the topics to be pursued, and liaise with academic institutions, regulatory authorities, other scientific organizations, and the media, as necessary. This Committee shall study and make recommendations to the Executive Committee concerning the scientific programs of the society, including the annual meeting and other meetings that may be held by ISCTM. The Chair shall serve a term of two years. In addition, the Chair will serve the Committee as co-chair for at least one year prior to term as chair and in an advisory capacity for one year after term as chair is completed. Once selected as Scientific Program Committee co-chair, member will remain on Executive Committee through term of Scientific Program Chair. Executive Committee may select a Scientific Program Committee co-chair who is not yet a member of the Executive Committee, however, candidate would have to be elected to the Executive Committee by the membership prior to rising to the Scientific Program Committee Chair position. The President-Elect will serve as an ad hoc member of the Scientific/Program Committee.
3. Membership Committee. The duty of this Committee shall be to devise and implement strategies for the recruitment and retention of the membership, and to conduct a periodic review of new membership applications to determine if membership criteria are met and to proceed according to Article V, paragraph 7. The Chair shall serve a term of two years. In addition the Chair will serve the Committee in an advisory capacity for one year after his/her term as chair is completed.
4. Finance Committee. The duty of this Committee shall be to provide financial oversight to ISCTM, including but not limited to, identifying and soliciting sources of revenue, establishing and implementing investment policy for the prudent management of assets, and the development of annual budgets and periodic financial statements insuring adherence thereto. The Committee will be chaired by the Treasurer, and consist of one additional member of the Executive Committee and a member-at-large, as well as the Executive Director, who has voice, but no vote. The Chair will serve the Committee in an advisory capacity for one year after term as chair is completed.
Article X: Meetings
1. Annual Membership Meeting. The ISCTM shall hold an annual meeting of the regular membership at the place and on the date that the Executive Committee determines.
2. Special Meetings.. The Executive Committee may call special meetings of the ISCTM regular membership at any time.
3. Notice. The Executive Committee must give ISCTM members reasonable notice of all annual and special meetings. The notice must include a description of the business to be discussed.
4. Voting. The presence of fifteen percent (15%) of the regular membership constitutes a quorum for voting on general ISCTM issues. A majority of members, where a quorum is present, is necessary to make a decision, except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Voting may either be done at the Annual Meeting or by ballot (including electronic ballot) within two  months of the Annual Meeting of the Society.
Article XI: General Counsel
A General Counsel, if necessary, shall be appointed or terminated by the Executive Committee.
Selection of General Counsel and negotiation of compensation for services will be performed by the Secretariat and approved by the Executive.
Article XII: Auditors
Auditors, if necessary, shall be appointed or terminated by the Executive Committee.
Article XIII: Articles of Incorporation and Bylaws
1. Rules. The Executive Committee may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of the ISCTM.
2. Amendments. Amendments to the Articles of Incorporation or the Bylaws may be proposed by a two-thirds vote of the Executive Committee or by a petition of twenty percent (20%) of the voting members without approval of the Executive Committee. Amendments shall be submitted for vote by the voting members, with response required within thirty (30) days. Approval requires a favorable response from two-thirds of all members voting. The vote shall be null and void if less than fifteen percent (15%) of voting members participate.
3. Emergency Amendments. Amendments to these Bylaws may be made without prior notice at an annual meeting of the ISCTM by a two-thirds vote of the Executive Committee, but emergency amendments are temporary and subject to subsequent approval by a vote of the Society’s membership. The vote shall be null and void if less than fifteen percent
(15%) of voting members participate. Emergency amendments shall not be permitted to the Articles of the Incorporation.
Article XIV: Parliamentary Procedures
The Annual Membership Meeting shall be conducted in accordance with Robert’s Rules of Order, except that the Bylaws shall take precedence.
Effective 21 May 2007
Revised 25 May 2008
Revised 4 March 2010
Revised 4 March 2011
Revised 1 March 2012
Revised 1 March 2013
Revised 1 March 2016