Bylaws

ARTICLE I:  NAME

This non-profit corporation's name is the United States Association for the Study of Pain Inc., and it is hereinafter referred to in these Bylaws as the “Association."

 

ARTICLE II:  PURPOSES AND MISSION

The purposes for which the Association is organized are exclusively educational, scientific, and charitable in nature, consistent with the Association’s status as an exempt organization as described in Section 501(c) (3) of the Internal Revenue Code and as further set out in the Articles of Incorporation.

 

The mission of the Association is to bring together scientists, clinicians, health-care providers, and policymakers to stimulate and support the study of pain and to translate that knowledge into improved pain relief. 

 

ARTICLE III:  MEMBERSHIP

 

3.1 Classes 

There are two classes of Membership in the Association and all members shall support the mission of the Association.

A.   Regular Members  Scientists, physicians, health professionals, and other persons interested in the mission of the Association.  Regular members in good standing upon retirement from professional activities may transfer to Retired member status within this category. 

B. Trainee Members  Scientists, physicians, and other health professionals in training or enrolled in a degree-granting program who are interested in the mission of the Association. 

 

3.2 Appointment of Members  

Any person interested in being appointed as a Member shall apply for membership to the Association.  The application process will follow procedures developed by the Board of Directors.

 

3.3 Rights of Membership

A.  Benefits  Membership in the Association is a privilege contingent on compliance with the requirements of these Bylaws and such other general requirements of membership that the Board of Directors may adopt.  The Board may establish different benefits for different classes of Members, to be offered and implemented by the Association, but all Members within a class will receive the same benefits.

B.  Voting Rights  All Regular and Trainee Members in good standing are entitled to one vote on matters brought before the membership.  The Board of Directors will determine the means by which voting will be conducted.

C.  No Power to Bind Association  No Member or group of Members may enter into a contract or agreement binding the Association, financially or otherwise, or purport to speak on behalf of the Association without prior express written authority from the Board of Directors.

D.  Termination of Membership  Any Member may relinquish his or her membership in the Association by giving written notice and/or failure to pay annual dues within the designated period.  The Board, by majority vote, may also revoke membership for good cause.  Any Member in good standing may petition the Board for revocation of any other Member’s membership for good cause, including but not limited to, activities in contravention of the activities or goals of the Association.  The Association will not refund any dues or assessments upon either voluntary relinquishment or involuntary revocation of membership.  In addition, the Member shall forfeit any and all rights and privileges of membership upon termination.  The Membership of any member in good standing may be revoked only after a hearing at which the Member whose expulsion is being recommended is given an opportunity to be heard in the Member’s own defense.  Upon such a hearing, a recommendation will be drafted and submitted to the Board for consideration.  The Board will meet not less than thirty (30) days after the distribution of the recommendation to discuss the issue.  An action of revocation shall occur upon a two-thirds vote of the Board present and voting.
 

3.4 Membership Dues and Assessments

A.  Dues  Each class of member shall pay dues and special assessments as established by the Board according to the needs of the Association.  Dues shall be payable upon acceptance of the membership application.

B.  Delinquency in Dues  A Member who has not paid dues within a period of three (3) months after billing shall be notified of forfeiture of membership unless all indebtedness to the Association is met within thirty (30) days of the notice of forfeiture and will not have any rights as a Member until dues are paid in full.  A former Member can reinstate membership upon payment of all back dues.  Resignation, suspension, or revocation of membership shall not relieve any Member from liability for unpaid dues or other assessed fees or charges.

C.  Waiver and Adjustment of Dues or Assessments  The Board or its designee may reduce or waive the requirement of payment of dues or assessments from a particular Member.

 

3.5 Meetings of Members

A.  Time and Place  A General Meeting of the Members shall be held at such time and place as shall be fixed by the Board, occurring usually during the Scientific Meeting of the USASP.  Special meetings of the Members may be called by the President, at least two-thirds (2/3rds) of the Board, or by Regular Members having at least one-tenth (1/10th) of the votes entitled to be cast at such a meeting.  Such meetings may be held at any place and can include virtual meetings.  The meeting notice will provide the location or information on accessing the virtual meeting.

B.  Notice of Meetings The Board shall inform the Members either by written or electronic communication of the place, day, and hour of the general meeting at least ninety (90) days prior to the General Meeting and at least thirty (30) days prior to the date of a Special Meeting.

C.  Quorum/Voting  A quorum is one-tenth (1/10th) of the Regular Members or 100 voting Members, whichever is the smaller, represented in person or by proxy.  An affirmative vote is the simple majority of the quorum unless otherwise stated in the bylaws.

 

3.6 Proxies

A.  Regular Proxies  A Member entitled to vote may vote in person at a General Meeting or special meeting of Members or may authorize in writing or other form of transmission another person to act for such Member by proxy. 

B.  Proof of Proxy  A copy, facsimile, or other reliable reproduction of the proxy writing or transmission made under Section A may be substituted or used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could be used provided that the copy, facsimile, or other reproduction is a complete reproduction of the entire original writing or transmission.

 

ARTICLE IV: BOARD OF DIRECTORS

 

4.1 General Powers 

The property, affairs, and business of the Association shall be supervised by the Board of Directors, which shall be guided by recommendations of the Association in accordance with these Bylaws.  The Board of Directors may by general resolution delegate to officers of the Association and to committees such powers as provided for in these Bylaws.

 

4.2 Composition 

The Board of Directors shall consist of up to thirteen (13) voting members of the Association.  These members shall be up to four (4) elected Officers, namely the President, Secretary, and the Treasurer, in alternate years the President-Elect or the Immediate Past President, and up to nine (9) elected Directors.  One Director will be an Early Career Representative, who shall have at least completed a terminal degree (e.g., MD, PhD, RN), but either still be in training (i.e., post-doctoral fellow) or be within five (5) years of having completed training at the time of election.  In addition, a liaison from the International Association for the Study of Pain Executive Committee or Board may be an ex-officio non-voting member of the Board. Insofar as practical, the composition of the Board of Directors shall reflect the members’ primary disciplines and include a diverse group in terms of characteristics including gender, race, stage of career development, and geographical location.

 

4.3 Qualifications 

Directors must be over eighteen (18) years of age and must have been Regular Members of the Association for at least two years.  Directors must have such additional qualifications as the Board may prescribe.

 

4.4 Powers and Duties 

All corporate powers shall be exercised by, or under the authority of, the Board, and the business and affairs of the Association shall be managed under the direction of the Board. The powers and duties of the Board shall include but not be limited to the following:

A. to implement and further the mission of the Association stated in the Articles of Incorporation;

B. to review and approve the program for Scientific Meeting of the USASP; 

C. to review, modify, and/or approve a proposed budget for the Association prepared by the Finance Committee;

D. to review and present to the general meeting of the Members of the Association the Treasurer's report concerning the financial condition of the Association;

E. to approve arrangements and adopt resolutions relating to deposit of funds of the Association;

F. to appoint an executive officer to serve at the discretion of the Board; and

G. to perform such other functions as may be necessary or desirable in furtherance of the purposes of the Association.

 

As an individual member of the Board of Directors, each Director has also has the following responsibilities:

A. review agenda and supporting materials prior to Board meetings;

B. participate in Board meetings;

C. follow conflict of interest and confidentiality policies; and

D. stay informed about the association’s mission, services, priorities, policies, and programs.

 

4.5 Limitation on Powers

Except as otherwise set forth expressly in these Bylaws or as authorized in advance by Board resolution, no Director or group of Directors may enter into a contract or agreement binding the Association, financially or otherwise, or purport to speak on behalf of the Association.

 

4.6 Compensation

Directors shall serve as such without compensation, but by resolution of the Board of Directors expenses of attendance may be allowed for attendance at each regular or special meeting of the Board.

 

4.7 Terms and Appointment 

The elected officers shall serve their terms as specified in Article V.  Directors shall serve terms of three (3) years or until their successors are elected. Directors may serve no more than 2 consecutive full terms and may be re-elected as a Director for a term beginning three (3) years after conclusion of his or her prior terms.  A partial term of less than two (2) years, such as may occur in filling the vacancy of another Board member, shall not be counted in determining the number of consecutive terms a Director may serve. Each Director shall hold office from the end of the annual General Meeting in the year following his or her election until the election of his or her successor or until his or her earlier resignation, removal from office, or death. The Board of Directors may establish a procedure so that after the expiration of the terms of the initial directors one-third of the membership of the Board of Directors is elected each year.

 

4.8 Election of Directors

A.  Nominations  Approximately six (6) months prior to the General Meeting, the Nominating Committee will solicit Regular Members for nominations of persons to be elected as Directors on the Board. A Regular Member may nominate up to as many persons as there are positions to be filled on the Board. The Board will develop nominating policies and procedures.

B.  Secret Ballot Each Regular Member, in the election of persons to the Board, shall be entitled to one vote for each of the positions to be filled. Election shall take place by secret ballot. The nominee per position who receives the highest number of votes shall be deemed elected.

 

4.9 Removal of Directors

The vote of a majority of the Directors then in office shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.

 

4.10 Resignation

Any Director may resign at any time by giving written notice to the President.  Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or Board of Directors.

 

4.11 Vacancies

Any vacancy occurring on the Board prior to the end of a Director’s term shall be appointed by the President, giving due weight to the guiding principles referred to in Section 4.2 and subject to the approval by the Board of Directors.  Such an appointed member shall serve until the expiration of the term of his or her predecessor.  The person so appointed shall hold office for the length of the unexpired term.  If the unexpired term is two (2) years or less, that person is eligible to be elected to a consecutive term.

 

4.12 Board Meetings

A.  Time and Place  The Board of Directors shall provide by resolution the time and place for the holding of the annual meeting of the Board and any other regular meetings of the Board.  Special meetings of the Board may be called by the President, or by a majority of the voting Directors, who may fix any place, whether within or without the State of Maryland, as the place for holding any special meeting.

B.  Notice  The Board shall receive notice of the annual meeting not less than thirty (30) days prior to the date of the meeting. Notice of any special meeting of the Board of Directors shall be given at least one (1) week previous thereto by written notice delivered personally, electronic methods or mail delivered to each director at his physical or electronic address as shown in the records of the Association.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by electronic methods, such notice shall be deemed to be delivered when the notice is sent to an address or number approved by the recipient.  The attendance of a director at a 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.

C.  Participation  As determined in the discretion of the Board or the Executive Committee, members of the Board may participate in a Regular or special meeting of the Board by means of telephone, videoconference or any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

D.  Presiding Officer Meetings of the Board shall be presided over by the President or by a person designated by the President to preside at the meeting.

E.  Quorum The presence of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

F.  Voting  Board resolutions require a simple majority of all Directors present when there is a quorum at a meeting or a two thirds vote when the Board conducts business by mail or email. The written consent or consents to such action shall be filed with the minutes of the proceedings of the Board.

G.  Action without a Meeting  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

 

4.13 Chief Executive Officer

The Board of Directors may appoint a Chief Executive Officer (CEO) who shall be responsible for the daily management of the Association’s affairs and who shall supervise the activities and functions of the Association’s central office.  The terms and conditions of this appointment shall be specified by the Board of Directors. the CEO is authorized to take any or all of the following actions without prior Board approval in managing the normal and usual day-to-day operations of the Association, provided that such actions are consistent with the approved annual budget, Board policies and resolutions, the mission and purpose of the Association, and the provisions of the Association’s Articles and Bylaws and provided that such actions will not jeopardize the Association’s status as an exempt entity under Section 501(c)(3) of the Internal Revenue Code: (a) approve disbursements and execute agreements and other documents, on behalf of the Association; (b) certify factual matters pertaining to the Association; and (c) execute checks for Association purposes from the Association’s bank accounts subject to such monetary limits established by the Board of Directors.  

 

ARTICLE V. OFFICERS

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5.1 Officers

The Officers of the Association shall be a President, a Secretary, a Treasurer, and in alternating years a President-Elect or Immediate Past President.

 

5.2 General Powers and Duties

Subject to the control of the Board, all Officers as between themselves and the Association shall have such authority and perform such duties in the management of the Association as set forth expressly in these Bylaws or as expressly provided by the Board. Projects involving sponsorship by the Association shall be submitted to and approved by the Executive Committee before any agreement is effective.

 

5.3 Specific Powers and Duties

A.  President  The President shall exercise general supervision over the affairs of the Association, its officers, and personnel, consistent with policies established by the Board of Directors.  The President shall preside at meetings of the Executive Committee, Board, and Members; be responsible for executing policies determined by the Board; and act as principal spokesperson for the Association. Additionally, the President is entitled to participate as an ex officio member, with a vote, on the Board, Executive Committee, and Finance Committee. The President is entitled to participate as an ex officio member, without vote, on all other committees and all task forces of the Association. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, 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 Association; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.  The President shall serve for a term of two (2) years and may not be re-elected.

B.  President-Elect The President-Elect shall succeed to the presidency.  The President-Elect shall assist the President in his or her duties as the President shall request and shall substitute for the President when required to and shall chair meetings in the absence or disability of the President.  The President-Elect shall serve for a term of one (1) year.

C.  Immediate Past-President The Immediate Past-President shall assist the President-Elect in his or her duties.  The Immediate Past-President shall serve for a term of one (1) year.

D.  Secretary The Secretary shall oversee a process for the maintenance of the corporate records of the Association (other than financial records) and the preparation of the minutes of all meetings held by the Members, the Board, and the Executive Committee.  The Secretary will oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board; be custodian of the corporate records, keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.  The Secretary shall be responsible to see that accurate records are kept for all members.  The Secretary shall serve for a term of three (3) years for no more than three (3) consecutive terms.

E.  Treasurer The Treasurer shall oversee a process for the custody of the Association's funds and securities, the keeping of a full and accurate account of receipts and disbursements of funds belonging to the Association, and the deposit of all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board.  He or she shall also disburse the funds of the Association as may be ordered by the Board and shall report to the Board of Directors at their regular meetings, or when the Board of Directors so requires, and to the Membership an account of the financial condition of the Association. The Treasurer shall have authority to sign all checks and disbursements.  Additionally, checks and disbursements shall be signed by agents of the Association as determined by the Board of Directors from time to time.  The Treasurer shall retain full responsibility for such fiscal transactions.  The Treasurer shall serve as chair of the Finance Committee.  The Treasurer shall serve for a term of three (3) years for no more than three (3) consecutive terms.

 

5.4 Compensation

The Association may pay compensation to Officers for services rendered in such reasonable amounts as may be fixed by the Board.

 

5.5 Vacancy

In the event of the death, disability, removal, resignation, or other permanent incapacity of an Officer of the Association, except the President, the Board of Directors shall elect one of its Directors to serve in such capacity for the remainder of the unexpired term. If the office of the President shall become vacant, the President-Elect shall immediately assume the office of President and, notwithstanding anything to the contrary herein contained, serve the remainder of the unexpired term as well as the succeeding term.

 

5.6 Removal 

The Board may remove any elected Officer for good cause at any time by a majority vote of the Directors, provided that such action is taken at a meeting of the Board of Directors called expressly for that purpose and provided that the Officer has at least twenty (20) days’ notice and an opportunity to personally address the Board either in person or by phone or videoconference, as determined in the discretion of Board. The Board may remove any appointed Officer in the same manner as that Officer was appointed. 

 

ARTICLE VI. COMMITTEES

 

6.1 General

The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more Board, standing, special, or ad hoc committees and/or task forces for a tenure designated by resolution. The President may designate and appoint one or more special or ad hoc committees and/or task forces for a tenure corresponding to the tenure of office of the President. The committees shall have and exercise the authority established by resolution or by these Bylaws. The creation of, delegation of authority to, or action by a committee, whether standing, special, or ad hoc, shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon it or him or her by law. The Board and President can disband any committee they create.

 

6.2 Composition

Whether designated by the Board or President, each committee shall consist of at least one Director in addition to any further membership requirements imposed by resolution or these Bylaws and each committee shall be chaired by a Regular Member and include a Trainee Member except as otherwise provided by resolution or these Bylaws. Wherever possible, committee chairs shall be Officers or Directors.  Any persons designated as ex officio members of a committee, either by resolution or these Bylaws, shall be nonvoting members of that committee.

 

6.3 Limitation on Powers

Except with respect to the Executive Committee, neither a committee member nor the committee as a whole may enter into a contract or agreement binding the Association or purport to speak on behalf of the Association. Such actions may only be taken upon a resolution adopted by the Board of Directors.  Persons active in committee or task force work who are not Members of the Association are external consultants to the committee and shall not have the right of vote.

 

6.4 Standing Committees

The Association will have the following committees but may add other committees and task forces as needed: Executive, Membership, Nominations, Finance, and Scientific Program.  All committees shall annually submit a written report of their activities and proposals. All committees’ actions are subject to approval by the Board.

A.  Executive Committee  This committee shall consist of the President, President-elect/ Immediate Past President, Secretary, Treasurer, and one non-officer representative of the Directors elected by the Board of Directors.  The non-officer representative shall be elected by vote, shall serve a one (1) year term, and shall have the ability to be re-elected. The committee shall have the power to execute the policies and directions of the Board and shall oversee the financial affairs of the Association. The President shall serve as Chair of the Executive Committee.

B.  Membership Committee  This committee shall consist of five or more Regular Members of the Association, including at least one Trainee Member, and will develop policies and procedures regarding the membership application process.

C.  Nominations Committee  This committee shall consist of a chair and five or more Regular Members of the Association, including at least one Trainee Member. The duties of the committee shall be to solicit nominees that represent the disciplines and composition of the membership.  The committee will evaluate each nominee for qualifications and then present to the Association membership the names of all qualified candidates for election to the Board and to the Officers of the Association.

D.  Finance Committee This committee is chaired by the Treasurer and composed of the Secretary, three Regular Members of the Board, and a member of the Editorial Board of one of the Association’s journals.  The President and President-Elect shall be ex officio members with the right to vote on matters before the committee. The duties shall be to determine the amount of annual dues and any special assessments for Members, prepare a budget of anticipated income and expenditures, and make recommendations on reserve funds and investments of the Association. The Finance committee works with the Association’s external auditor to ensure compliance with accounting rules and regulations.

E.  Scientific Program Committee This committee shall consist of a chair and at least six other Members, including at least one Trainee Member. The committee, subject to Board approval, plans, directs, and supervises the scientific program presented at the annual meeting of the Association.

 

ARTICLE VII. FINANCIAL AND ADMINISTRATIVE MATTERS

 

7.1 Fiscal Year 

A fiscal year of the Association shall commence on the first day of January and end on the thirty-first day of the following December.

 

7.2 Borrowing Authority and Loans 

No loans shall be contracted on behalf of the Association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.  No loans shall be made by the Association to its Directors or Officers.

 

7.3 Books and Records 

The Association shall keep correct and complete books and records of the accounts, activities, and transactions of the Association; minutes of the proceedings of the Board and any committee of the Association; and a current list of the Members, Directors, and Officers of the Association and their official addresses.  Any of the books, minutes, and records of the Association may be in written form or in any other form capable of being converted into written form within a reasonable time. All books and records of the Association may be inspected by any Member having voting rights, or his or her agent or attorney, for any proper purpose at any reasonable time.

 

7.4 Authority to Enter Agreements

The Board 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 Association, and such authority may be general or confined to specific instances.  Except as so authorized, no Member or group of Members, committee or committee member, Officer, or Director may enter into a contract or agreement binding the Association financially or otherwise or purport to speak on behalf of the Association.  

 

ARTICLE VIII. INDEMNIFICATION

 

8.1 Indemnification of Directors, Officers, and Others

The liabilities and expenses reasonably incurred by any current or former Director, Officer, committee member, volunteer, or employee (an “Eligible Person”) in connection with any threatened, pending, or completed civil action, arbitration, mediation, administrative proceeding, criminal prosecution, or investigatory action by reason of that Eligible Person’s position with or service to the Association.

A.  Shall, to the extent allowed by law, be indemnified if the person acted in good faith and reasonably believed in the case of conduct in an official capacity that the conduct was in the best interests of the Association and, in all other cases, that her or his conduct was at least not opposed to the best interests of the Association; and in the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, which indemnification shall be done only after complying with the provisions of the Maryland Nonprofit Corporation Act regarding the process for making determinations about indemnification and the advance of expenses;

B.  But shall not be indemnified in connection with any proceeding with respect to conduct for which the person was adjudged liable on the basis that the person received a financial benefit to which she or he was not entitled, whether or not involving action in an official capacity.

 

8.2 Scope

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such Indemnified Party may be entitled under any statute, Bylaw, agreement, resolution of the Board, or otherwise and shall not restrict the power of the Association to make any indemnification permitted by law.

 

8.3 Insurance

The Association will purchase insurance to fund its indemnification obligations under Section 8.1 and may purchase insurance on behalf of any person against any liability that could arise out of such person’s status as Director, Officer, employee, or agent of the Association or out of acts taken in that capacity, whether or not the Association would have the power to indemnify the person against that liability under law, and may advance expenses for indemnification to such persons to the fullest extent allowed by law.

 

8.4 Savings Clause

If any part of Article 8 shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and effectiveness of the remaining parts shall not be affected.

 

ARTICLE IX. AMENDMENTS TO BYLAWS

 

9.1 

These Bylaws may be amended or repealed in whole or in part as follows: On resolution by a majority action of the Directors then in office, or by a written proposal signed by one hundred (100) or ten (10) percent of the Regular Members, whichever is less, followed by approval by one of the following methods:

A.  Simple majority of votes cast by voting Members at a meeting of the Members, with the effective date of the amendment being the date of the vote; or

B.  A ballot of voting Members initiated by the Board, approved by a simple majority of votes cast by voting Members, with the effective date of the amendment being the deadline for the return of ballots;

In the event the voting Members do not ratify the amendment, any actions taken by the Board pursuant to the amendment shall be valid and binding but the amendment will no longer be effective after the membership vote.

When amendments are put to a vote at a General Meeting or ballot, written notice of the proposed amendment shall be sent to all voting Members thirty (30) days prior to the vote or ballot.