The name of the corporation is MIDWEST PAIN SOCIETY, a not-for-profit Illinois Corporation through IL Corp. hereafter the “SOCIETY”.  


The purpose of the Society is to bring together a diverse group of scientists, clinicians, and other professionals to educate members and increase the knowledge of pain and clinical practice to reduce pain-related suffering  


The Society shall maintain an agent as specified in the state in which the Society is incorporated and may have other offices as appropriate for the management of the Society. 

SECTION 1.  CLASSES OF MEMBERSHIP IV.1.1.  ACTIVE MEMBERSHIP.  The Society shall have two classes of Active membership.  The designation of such classes and the qualifications of the members of each class shall be as follows: DOCTORAL LEVEL MEMBERSHIP:  Doctoral Level Membership shall be composed of doctoral level professionals including physicians, dentists, chiropractors and psychologists. OTHER HEALTH CARE PROFESSIONAL MEMBERSHIP: Other Health Care Professional Membership shall be composed of all other health care professionals. Active members are involved in the management of pain, in pain-related research or in pain management education. On-line application will be available on the Midwest Pain Society website. Each Active member shall be entitled to one vote in all matters brought before the membership. IV.1.2.  RESIDENT/STUDENT MEMBERSHIP.  Current residents and students of the health care professions are eligible to apply for Resident/Student status.  Proof of an individual’s resident/student status shall accompany the on-line application to the Chair of the Membership Committee and shall be a statement attesting to the applicant’s status in the institution.  Resident/Student members are nonvoting members and are ineligible to hold elected office.  Resident/Student membership status will terminate after the individual is granted his/her degree.   IV.1.3.  LIFE MEMBERSHIP:  Any active member of the Society who has attained the age of 65 years and who has been a member in good standing of this Society for a minimum of 10 years shall be eligible for Life Membership.  A written request should be submitted to the Membership Committee Chair.  Life members have all the rights and privileges of an Active Member.  Life members shall not be required to pay annual membership dues. IV.1.4.  FOUNDING MEMBERSHIP:  The Founding Members of the Society shall be Robert G. Addison, M.D., Roger N. Pesch, M.D. and Stephen E. Abram, M.D.  They shall have all the rights and privileges of an Active Member.  Founding Members are exempted from payment of dues. SECTION 2.  VOTING RIGHTS Each Active, Founding and Life member shall be entitled to one vote on each matter submitted to a vote of the members. SECTION 3.  RESIGNATION Any member may resign by filing a resignation on-line to the Membership Committee, but resignation shall not relieve the member so resigning of the obligation to pay dues, assessments of other charges therefore accrued and unpaid. SECTION 4.  TRANSFER OF MEMBERSHIP Membership in the Society is non-transferable and non-assignable. SECTION 5.  DUES The dues structure will be regularly reviewed and set by the Board of Directors.  Dues are payable at the beginning of the membership year as specified by the Board.   Members in arrears for more than three months after the start of their membership year may, at the discretion of the Board, be removed from Active membership status.  The general structure of active dues membership will be as follows: Doctoral level (including practicing medical physicians, dentists, psychologists and chiropractors) Other Health Care Professional level (including all other healthcare professionals) Resident/Student level (including all residents and students)
SECTION 1.  ANNUAL MEETING: At least one annual meeting of the members shall be held for the purpose of electing Directors and Officers, for the dissemination of scientific information and education pursuant to the purpose of the Society, and for the transaction of any other business as may be brought before the meeting.  The place, date and time of the meeting shall be designated by the Board of Directors.   Registration and exhibition categories and fees for the annual meeting shall be established by the Board of Directors. SECTION 2.  SPECIAL MEETINGS: Special meetings of the members may be called by either the President, the Board of Directors or not less than one third of the members having voting rights.  The Board of Directors shall establish the place, date and time of any special meetings. SECTION 3.  QUORUM: The presence of five percent of the voting members of the Society at any meeting designated by the Board of Directors shall constitute a quorum.  Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum. SECTION 4.  PROXY: The Society shall not recognize voting by proxy for the purpose of transacting its business at designated meeting. SECTION 5.  MANNER OF ACTION: A simple majority of those voting will suffice on all matters submitted to the members for a vote
SECTION 1.  GENERAL POWERS: The affairs of the Society shall be managed by its Board of Directors, hereafter the “Board”. The Board shall have sole power to take disciplinary action against any member in accordance with Section 5 of Article IV.  SECTION 2.  NUMBER, TENURE, QUALIFICATION: The Board shall consist of the President, President Elect, Treasurer, and Newsletter Chairperson and seven (7) other Founding, Life or Active members, each with the right of one vote.  The seven members of the Board who are not officers shall be referred to as “Directors”.  Two of the Directors shall be past Presidents of the Society. All Directors shall have played an active role in the affairs of the Society.  The President shall be Chairperson of the Board and the President Elect shall be Vice Chairperson of the Board. SECTION 3.  ELECTION AND TERM: The Directors shall be elected by a simple majority of the voting members at the annual meeting of the Society.  They shall serve a term of two years and shall be eligible for re-election to a successive term.  The term shall begin at the conclusion of the annual meeting at which they were elected. SECTION 4. QUORUM: Four Board members shall constitute a quorum for the purpose of transacting the business of the Society at a Board meeting. SECTION 5.  MEETINGS: A regular meeting of the Board shall be held annually in conjunction with the annual meeting of the Society. SECTION 6.  SPECIAL MEETINGS: Special meetings of the Board may be called by the President or by any three other Officers or Directors.  The person or persons who called the meeting may fix the time and place or mode of any special meeting of the Board.  Notice of any special meeting of the Board shall be given at least ten days previously thereto by email to each Officer and Director at their email address as shown by the records of the Society.   Telephone contact with a Director or Officer by another Director, Officer or Executive Director shall supplant the need for written notice. SECTION 7.  MANNER OF ACTION: The act of a majority of the Board members present at a meeting at which a quorum is present shall constitute the action of the Board.  Any actions required to be taken at a meeting of the Board may be taken without a meeting, if a consent in writing setting forth the action or actions so taken shall be unanimously approved by all Board members. SECTION 8.  VACANCIES: Any vacancy occurring on the Board of Directors except in the office of the President shall be filled by a voting member of the Society appointed by the President, subject to approval of a majority of the remaining members of the Board.  Such an appointed member shall serve until the next Annual Meeting of the Society at which time an election will be held among the voting members of the Society to fill the unexpired portion of the term of the vacant Board seat.  A vacancy in the Presidency shall be filled by the President-Elect, who will then become President for the unexpired portion of the term of the former President.  A member elected to fill a vacated office shall serve the unexpired portion of the term of the officer who vacated the office and shall be eligible for reelection.
SECTION 1. OFFICERS: The elected officers of the Society shall consist of a President, President-Elect and Treasurer, who shall be elected from the voting membership.  SECTION 2.  PRESIDENT: The President shall be the Chief Executive Officer of the Society and shall preside at the Annual meeting and the meetings of the Board of Directors.  He/She shall act as the chief spokesman for the Society.  The President shall be an ex-officio member without vote of all Committees of the Society except as otherwise provided by these Bylaws.  The President shall serve for a term of two years and may not be elected to more than two consecutive terms.  The President must have been a voting member of the Society for not less than one year prior to assuming the Presidency. SECTION 3.  PRESIDENT-ELECT: The President-Elect shall assist the President in the performance of his/her duties as requested and shall substitute for the President when required and chair meetings in the absence of the President.  The President-Elect shall have served for not less than one year as a voting member of the Society prior to assuming the position.  He/she shall be an ex-officio member of all other committees without vote.  The President-Elect shall chair the Membership Committee. SECTION 4.  TREASURER: The Treasurer shall supervise the Society’s funds and all financial activities of the Society.  The Treasurer shall maintain a full and accurate record of receipts and disbursements of funds belonging to the Society and shall deposit or invest all monies in the name and to the credit of the Society in such depositories as shall be approved by the Board.  He/She shall disburse funds of the Society as may be authorized by the Board and shall render to the President and the Board an account of all transactions and of the financial condition of the Society.  This Annual Report shall be made to the Officers and Directors no later than forty-five (45) days following the end of the fiscal year.  The Board shall establish policy regarding required signature(s) for all checks written on the Society’s checking account.  Power of attorney to cosign checks or authorize disbursements may be given to other individuals by the Treasurer if circumstances warrant.  Transfer of such power shall be in writing and have a specified term and shall be transmitted to the President.  It is the responsibility of the outgoing Treasurer to inform all designated depositories of the change in Officers.  It is the responsibility of the incoming Treasurer to establish appropriate communication with all designated depositories to ensure proper change of authorization for the Society’s accounts. SECTION 5. SECRETARY: The President shall appoint one at-large member of the Board to serve as Secretary.  The Secretary shall be responsible for assuring that minutes are kept for all member and board meetings and shall assure that the Bylaws and Articles of Incorporation are kept current.  
SECTION 1.  GENERAL: The Society shall have Standing committees as provided for in this Article.  They shall be composed of members in good standing.  Except as otherwise stated herein, the Chairpersons of all Committees shall be appointed by the President, subject to approval by the Board of Directors.  The President may also appoint Special or Ad Hoc Committees with the concurrence of the Board of Directors. SECTION 2.  NOMINATING COMMITTEE: This shall be composed of the President, the President-Elect, the Treasurer, the immediate Past President and the Past President preceding the immediate past president, with the immediate Past President being the Chair of the Committee.  The committee shall prepare, in advance of the Annual meeting, a slate of proposed Officers and Directors.  This shall be presented to the Board of Directors before the meeting for their approval or modification.  The approved or modified slate will be presented to the general membership at the Annual Meeting for vote, after any nominations from the floor have been added to the slate. SECTION 3.  MEMBERSHIP COMMITTEE: The Membership Committee shall develop strategies and action steps to expand membership in the society and its value. The Membership Committee shall be chaired by the President-Elect of the Society and shall consist of at least three members as appointed by the current President and shall serve a term of two years.   SECTION 4.  PROGRAM COMMITTEE: The chairperson(s) of the Program Committee shall be appointed to plan the annual meeting for the coming fiscal year.  The chairperson of this Committee shall, with the advice and consent of the President, or President-Elect, appoint not less than two other members of the Society to the Program Committee.  The charge of this Committee shall be to arrange for facilities, topics, speakers and all scientific and administrative aspects of the Annual Meeting.  The Committee will be assisted in this endeavor by the President and other members of the board.
The Society shall keep and maintain correct and complete books and records of accounts, minutes of the proceedings of its membership and board of director meetings, and a record of the names and addresses of its membership.  These records may be in paper or electronic format and shall be kept at a location approved by the Board.  Members may inspect these records for any proper purpose with written notice being received by the Secretary at least 10 business days prior to the date of inspections. 
The fiscal year of the Society shall begin on July 1 of each year or as otherwise specified by the Board of Directors.
On resolution by the majority action of the Board of Directors these Bylaws may be amended by a simple majority vote cast by the voting members at the annual meeting or by email response by a simple majority of members.  Notice of the proposed amendments(s) are to be transmitted, by email, to all voting members at least 30 days prior to the date on which the action is to be taken. 
In the event of the dissolution of the Midwest Pain Society, the directors and officers shall not be liable for any debts of the Society, nor shall they receive any of the assets.  Any assets shall be donated to a not-for-profit organization selected by the directors by majority vote.

Revision 10-28-2011
Revision 10-5-2019