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BYLAWS OF THE SOCIETY FOR BEHAVIORAL NEUROENDOCRINOLOGY

Amended January, 2019

ARTICLE I: PURPOSE

It shall be the purposes of the Society For Behavioral Neuroendocrinology to promote the advancement of basic and applied scientific research in all aspects of behavioral neuroendocrinology, to disseminate important research results to the general public concerning behavioral neuroendocrinology, to develop and enhance the education and training of students and researchers in this field, and to foster interdisciplinary communication by convening conferences, publishing meritorious scientific articles, and by employing other appropriate methods of communication, and to engage in such other conduct as shall be in furtherance of the corporation's major purpose.

ARTICLE II: OFFICES

The principal office of the corporation shall be located in the Commonwealth of Virginia. The corporation may have other offices, either within or without the Commonwealth of Virginia as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

The corporation shall have and continuously maintain in the Commonwealth of Virginia a registered office, and a registered agent whose office is identical with such registered office, as required by the Commonwealth of Virginia Nonstock Corporation Act. The registered office may be, but need not be, identical with the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III: MEMBERS

Section 1. Classes of Members. The corporation shall have six classes of members. The designation of each class and the qualifications and rights of the members of each class shall be as follows:

Section 2. Additional Classes. At its discretion the Board of Directors may create additional classes of membership.

Section 3. Election of Members. Except as otherwise provided in this Article, all classes of members shall be elected by the Membership Committee. An affirmative vote of two-thirds of the Committee shall be required for election. All applicants for membership shall file with the Executive Secretary a written application in such form as the Board of Directors shall from time to time determine. All applications for membership shall be acted upon no later than the next regular meeting of the Membership Committee.

Section 4. Voting Rights. Each Regular and Emeritus Member shall be entitled to one vote on each matter submitted to a vote of the members. Regular and Emeritus Members shall hereafter be referred to collectively as voting members.

Section 5. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of its members, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in Article XIII of these Bylaws.

Section 6. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

Section 7. Reinstatement. Upon written request by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the members of the Committee, reinstate such former member to membership upon such terms as the Board of Directors deem appropriate.

Section 8. Transfer of Membership. Membership in this corporation is not transferable or assignable.

ARTICLE IV: MEETINGS OF MEMBERS

Section 1. General Meetings. A general meeting of the members shall be held at a time determined by the Board of Directors for the transaction of such business as may come before the meeting.

Section 2. Special Meetings. Special meetings may be called by a unanimous vote of the Board of Directors, or not less than one-quarter of the voting members. Special meetings shall be held within one month after receipt of a valid request or on the particular date proposed in the request.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Virginia as the place of meeting for any general meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the Commonwealth of Virginia, but if all of the members shall meet at any time and place, either within or without the Commonwealth of Virginia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4. Notice of Meetings. Written notice stating the place, day and hour, and the proposed agenda of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten days before the date of such meeting, by or at the direction of the Board of Directors, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice and such notice shall be delivered, either personally or by mail, to each member entitled to vote at such meeting not less than seven days before the date of such meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 6. Quorum. No fewer than fifty or one-tenth of the voting members, whichever is the smaller, shall constitute a quorum at any general or special meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 7. Proxies. Vote by proxy shall not be allowed.

Section 8. Manner of Acting. A majority of the votes entitled to be cast, on a matter to be voted upon by the members present at a meeting at which a quorum is present, shall be necessary for the adoption thereof unless a greater proportion is required by law or by these Bylaws. Except in cases where mail ballots are permitted under these Bylaws, voting may be accomplished by closed written ballot or by a roll call of the members, but if a closed written ballot is requested by at least ten members than a closed written ballot shall be taken.

Section 9. Voting. Where the Board of Directors or officers are to be elected by members such election may be conducted in such manner as the Board of Directors shall determine, in accordance with Article V, Section 4.

ARTICLE V: BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by Board of Directors. The Board of Directors may appoint and employ an Executive Secretary who shall administer the business affairs of the corporation and perform other duties as may be prescribed by the Board of Directors from time to time. The Board of Directors may appoint a Program Officer who shall develop and determine the scientific content of the general and special meetings of the corporation with the approval of the Board of Directors. Directors need not be residents of the Commonwealth of Virginia. They shall be representatives of the members of the corporation.

Section 2. Number and Qualifications. The number of the initial Board of Directors shall be three. Commencing with the 1995 annual meeting of members, the number of members of the Board of Directors shall be seven, plus any ex officio members that the Board shall appoint. The Board shall consist of (i) the President, President-Elect, Secretary and Treasurer of the corporation who shall be elected by the members, (ii) an Executive Secretary who may be appointed by the Board of Directors, (iii) if the corporation shall have no appointed Executive Secretary, the immediate past President, if any, and (iv) any appointed ex officio members, including, but not limited to, the immediate past President and the editor of the Society Journal, both of whom shall be without vote; provided, however, if the corporation shall have no appointed Executive Secretary, the immediate past President, if any, shall be a voting member of the Board. Any voting member of the corporation shall be entitled to serve on the Board. New directors shall assume office at the commencement of the Board meeting preceding the general meeting of the corporation unless the Board shall designate another time.

Section 3. Tenure. Each director who is an elected officer of the corporation shall hold office for a term of two years, except that at the 1995 annual meeting of members, the President, President-Elect, and Treasurer shall be elected to serve for a term of three years, and the Secretary shall be elected to serve for a term of two years. Moreover the Treasurer’s term will be increased to three years beginning in 2004. At each annual meeting subsequent to the classification of directors, those elected directors those terms then expire shall be elected to serve for terms of two years or until their successors shall be elected and qualify or until their sooner death, resignation or removal. Any appointed or ex officio director shall serve until their successors shall be appointed and qualify or their sooner death, resignation, or removal. Service on the Board of Directors by the President, President-Elect, and immediate past President shall be limited to no more than one term of service in the same position, but service on the Board by the Secretary and Treasurer shall not be so limited.

Section 4. Elections. Except as provided in Article VI, Section 6, members of Board of Directors shall be elected by a majority vote of members of the corporation either by mail or electronic mail ballot prior to the annual meeting of the membership, or at the time of the annual meeting. The ballot shall be deemed to be delivered when deposited in the national mail system of the Secretary’s country addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid or when an electronic copy has been deposited and sent electronically addressed to the member’s electronic mail address as it appears in the records of the corporation. Members that do not have an electronic mail address will receive a ballot mailed in the manner described above. Members may request not to vote electronically by sending such a request in writing via mail to the secretary of the Society. No member shall vote by both mail and electronic mail in a single election.

Section 5. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately before or after, and at the same place as, the general meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the Commonwealth of Virginia, for the holding of additional regular meetings of the Committee without other notice than such resolution.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of President or any two directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the Commonwealth of Virginia, as the place for holding any special meeting of the Board called by them or by means of a conference telephone call or by any means of communication by which all persons participating in the meeting are able to communicate with one another.

Section 7. Notice. Notice of any special meetings of the Board of Directors shall be given at least two days prior to such meetings by written notice delivered personally or sent by mail or telegram to each director at his/her address as shown by the records of the corporation or two days previous thereto by oral notice delivered by telephone. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed enveloped so addressed, with postage therein prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If notice be given by telephone, such notice must be communicated personally. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 8. Quorum. The presence of four members of the Board of Directors eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Committee, but if less than a quorum of the Board eligible to vote are present at said meeting, those present may adjourn the meeting from time to time without further notice until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

Section 9. Proxies. Proxy voting at any meeting of the Board of Directors shall not be permitted. However, without requiring an amendment to these Bylaws, the Board, at its discretion, may establish proxy voting rules in conformance with the Commonwealth of Virginia Nonstock Corporation Act, provided that any rule permitting proxies shall not be effective for at least three months following the date on which it is adopted.

Section 10. Manner of Acting. The act of a majority of the Board who are eligible to vote and are present at a meeting at which the quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

Section 11. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the directors. A director elected to fill a vacancy shall be elected until the next annual election. At the next annual election, the remainder, if any, of the term in which the vacancy occurred shall be filled by submitting the names of at least two nominees for the vacancy in an election conducted in the manner prescribed in Section 4 of this Article.

Section 12. Removal. The Board of Directors, by affirmative vote of two-thirds of all its members, may remove a director for cause after an appropriate hearing and may, by majority vote of those present at any regularly instituted meeting, terminate the membership of any director who becomes ineligible for membership.

Section 13. Compensation. The Board of Directors as such shall not receive any compensation for their services, but by resolution of the Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board.

Section 14. Informal Action by Board of Directors Members. Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all directors.

ARTICLE VI: OFFICERS

Section 1. Officers. The officers of the corporation shall be a President, President-Elect, Secretary, and Treasurer and such other officers as may be elected in accordance with the provisions of this Article. No two offices may be held by the same person.

Section 2. Election and Term of Office. The officers shall be elected in the manner prescribed in Article V, Section 4. The term of office shall be as provided under Article V, Sections 2 and 3.

Section 3. Removal. Any officer may be removed from office by an affirmative vote of two-thirds of members qualified to vote whenever in their judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any of the officer so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term under the provisions of Article V, Section 11. Resignations shall be in writing and addressed to the President.

Section 5. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall preside at all meetings of the members and of the Board of Directors. He/she may sign, with the Treasurer or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6. President-Elect. In the absence of the President or in event of his/her inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. Upon the completion of the term of the President, the President-Elect shall automatically become President of the corporation.

Section 7. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Executive Committee shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.

Section 9. Compensation. Officers as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors reasonable expenses, if any, may be allowed for attendance at each regular or special meeting of the Committee.

ARTICLE VII: COMMITTEES

Section 1. Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the Committee, may delegate such powers to committees as it deems proper, except that no committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the corporation; amending the Articles of Incorporation; restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee or task group. The delegation of authority to a Committee shall not operate to relieve the Board of Directors, or any individual, of any responsibility imposed upon it or him/her by law.

Section 2. Membership Committee. There shall be a Membership Committee consisting of three voting members of the corporation and the Secretary of the corporation who shall be a member ex officio without vote. Its purpose shall be to review qualifications of persons nominated for all classes of membership and to elect those qualified under the provisions of Article II. This Committee shall also consider other matters related to procedures and policies of membership in the corporation and to assume such other duties as from time to time may be assigned to it by the Board of Directors. The Chair of the Membership Committee shall be appointed by the President after consultation with the Executive Committee. The term of office shall be for three years except that for the initial appointment one member shall serve for three years, one member for two years, and one member for one year, with staggered terms of three years thereafter.

Section 3. Nominating Committee. There shall be a Nominating Committee of three voting members of the corporation whose purpose shall be to nominate members of the Board of Directors under the provisions of Article V, Section 3. The Chair of the Nominating Committee shall be appointed prior to each election by the President after consultation with the Board of Directors.

Section 4. Term of Office. Except as otherwise provided in this Article, each member of a committee shall continue as such until the term of office, as designated by the Board of Directors designates and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof, or unless otherwise provided by these Bylaws.

Section 5. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof, unless otherwise provided by these Bylaws.

Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Section 9. Advisory Board. In the discretion of the Board of Directors the corporation may establish an Advisory Board of not fewer than ten nor more than fifty voting members of the corporation whose purpose shall be to recruit new members of the corporation, to aid in the organization of general and special meetings of the corporation, and to perform such other duties as from time to time may be assigned to it by the President, the Board of Directors, or the membership. The Advisory Board, if established, shall be appointed by the Board of Directors for a term of four years with unlimited terms of service, consecutive or otherwise.

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as provided by these Bylaws or shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or by the President of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation at such banks, trust companies or other depositaries as the Board of Directors may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation, as provided for in Article V, Section 1 of these Bylaws.

Section 5. Funds. The Board of Directors shall seek to obtain such other funds as necessary to fulfill the goals of the corporation in accordance with its charitable, educational, and scientific purposes.

ARTICLE IX: CERTIFICATES OF MEMBERSHIP

Section 1. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board of Directors.

Section 2. Issuance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his/her name and delivered to him by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article.

ARTICLE X: BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its membership, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XI: PUBLICATIONS

Section 1. The society will sponsor a primary journal of the corporation. The editor of the Journal shall be appointed by the Board of Directors in consultation with the publisher of the journal and shall serve as a member ex officio without vote on the Board of Directors. The term of the editor shall be four years. The Board of Directors may re-appoint an editor for one additional consecutive four-year term. Consecutive service as editor shall be limited to a total of eight years.

Section 2. Other Publications. The corporation, by a majority vote of the Board of Directors, may establish and publish other publications devoted to the dissemination of scientific and educational materials consistent with the purposes of the corporation.

ARTICLE XII: FISCAL YEAR

The fiscal year of the corporation shall begin on January 1 and end on December 31 of each year.

ARTICLE XIII: DUES

Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members subject to modification of the amount of dues by a majority vote of the Board of Directors.

Section 2. Payment of Dues. Dues shall be payable in advance on the first day of the membership year and from thereon by December 31st of each year, unless changed by the Board of Directors. A member shall pay dues for the entire membership year in which membership starts.

Section 3. Default and Termination of Membership. When any member shall be in default in payment of dues his/her membership may thereupon be terminated by the Board of Directors in the manner provided in Article III of these Bylaws.

ARTICLE XIV: SEAL

The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal Society for Behavioral Neuroendocrinology."

ARTICLE XV: WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Commonwealth of Virginia Nonstock Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVI: AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds vote of the voting members responding by mail or electronic mail ballot or at any regular or special meeting of the corporation. Amendments may be proposed by a majority of the Board of Directors or by petition submitted to the Secretary and signed by twenty-five members in good standing of the corporation. If mailed ballots are used, they shall conform to the method prescribed in Article IV, Section 9, except that in the case of mail or electronic mail ballot or vote taken during a regular or special meeting of the corporation, the motion to amend shall be provided to members at least ninety days prior to the vote. Mailed ballots, if any, shall be deemed to be delivered when in conformity with the delivery procedures described in Article V, Section 4. Ballots shall be returned within thirty days of the delivery date.