About Us

ARTICLE 1 – NAME AND OBJECTIVE

The name of the corporation is the International Dopamine Society, Inc. The objectives of the Society are to promote the science and research that relate to dopamine and related modulatory neurotransmitters as a discipline, to foster scientific interchange among researchers in this field of study, notably by periodically organizing a Scientific Congress, to organize outreach efforts and to inform relevant policy makers.

ARTICLE 2 – MEMBERSHIP

Society membership is open to any academic, industrial or governmental scientist engaged in scientific endeavors related to dopamine research. Graduate students and postdoctoral fellows can also become a member. The Society retains the right to refuse membership to applicants, for example if the applicant’s present or past engagement in dopamine research is not clear.  

The Society will provide at least three membership categories: Regular Member, Postdoctoral Member and Student Member. Additional membership categories may be established by the Board as needs arise.

• Regular Members: Any person who has done or is engaged in research relating to dopamine is eligible to be a Regular Member. Applications shall comply with the procedures defined by the Board of
• Postdoctoral Members: Postdoctoral fellows performing research at an institution of higher education or other academic or industrial research centers are eligible to apply for Postdoctoral Membership. Postdoctoral Membership shall terminate at the end of the first membership year in which the postdoctoral fellow is able to apply for Regular Membership, which shall be in the calendar year following completing or otherwise leaving the postdoctoral position. Postdoctoral Members shall not be eligible for election as an Officer or Director.
• Student Members: Students enrolled in a degree-granting program at an institution of higher education are eligible to apply for Student Membership. Student Membership shall terminate at the end of the first membership year in which the student is able to apply for postdoctoral membership, which shall be in the calendar year following completing or otherwise leaving the degree-granting program. Student Members shall not be eligible for election as an Officer or Director.

Each member shall pay membership dues in the amount set by the Board. Optionally, such dues could be exempted in exchange for work for the society as defined by the Board. A member failing to pay dues shall, unless otherwise determined by the Board, shall be considered to have resigned from the Society. 

All members in good standing shall have a right to vote on matters brought forward to the members during the Members Meetings and in Board elections. Members in good standing are also allowed to serve on committees and to stand for election to the Board.

ARTICLE 3 – BOARD OF DIRECTORS

3.1 Management of the Society  

The Society shall be managed by a Board of Directors consisting of a minimum of 15 elected members, 4 of whom would serve as Officers, defined in Article 5 below.  The purpose of the Board of Directors is to set the policies of the Society and delegate to the Officers the day-to-day operation of the Society.

3.2 Quorum for Meetings

A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Any meeting of the Board at which less than a quorum attends is valid if the minutes of that meeting or the transactions of the Board are approved at a subsequent meeting at which a quorum is present.

3.3 Action of the Board 

The majority vote of the Board present at the time of the vote, presuming there is a quorum present at the meeting, shall be the act of the Board. Each Director present shall have one (1) vote. However, the Board, at its sole discretion, may authorize a proxy vote on issues for those members of the Board who are unable to attend a specific meeting, whether special or regular, on which it anticipates the need to make a decision in the near future. A proxy shall mean that a Director may vote in writing in advance of the meeting, or authorize, in writing, that another member of the Board may vote on his or her behalf.

3.4 Participation

Directors of the Society are expected to attend all official meetings of the Board and to participate in other consultative and voting actions necessary for the Society’s functions, as designated by the Officers of the Society.  

Directors are also expected to attend all Scientific Congresses organized by the Society and can be requested to participate in official proceedings related to the Scientific Congresses (e.g., review and selection of Congress sessions and content).

It is acknowledged that events might preclude participation on occasion. However, a Director who is absent from 50% of the meetings in a term, or does not participate in official duties noted above, will be removed from consideration for re-election and/or replaced, given a two-third (2/3) majority vote.

3.5 Resignation

Any Director may resign effective upon giving written notice to the President or other officer. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the President or other officer, and the acceptance of the resignation shall not be necessary to make it effective.

3.6 Removal of Directors  

Any Director elected or appointed by the Board may be removed from office at any Board meeting by the affirmative vote of two-thirds (2/3) of the then sitting full Board.

3.7 Board Meetings

The Board must meet at least annually for regular business meetings.  Board meetings will be conducted either in person or via online methods. During a year when the Society organizes a Scientific Congress, the Board will meet face-to-face during the Scientific Congress.

3.8 Notice of Meetings 

Regular meetings of the Board shall be held upon notice to the Directors and may be called by the President upon a minimum of seven (7) days’ notice to each Director by email; special meetings shall be called by the President or by the Vice President on written request of two (2) Members-at-Large or Officers.

3.9 Budget 

The Board shall cause to have the preparation and approval of the budget on an annual basis at least 30 days before the end of the previous fiscal year.

3.10 Purchases

Purchases for the Society’s initiatives are directed by the Officers per the annual budget approved by the Board. Purchases shall be made by the Officers pursuant to the annual budget or by a designated agent. Officers are to account to the Board for all purchases and liabilities.

 

ARTICLE 4 – Members-at-Large

Members-at-large are elected to act as members of the board of directors and participate in meetings of the Board alongside Society officers.

4.1 Election

The Members-at-Large shall be elected by a vote of the members of the Society and shall serve until the expiration of their term of office, and a successor has been elected and qualified. Every two years, there is an election of Members-at-Large so that there is always approximately half (1/2) of the board with prior experience as Members-at-Large. Voting may be by electronic means, such as online survey or voting systems.

Each Member-at-Large is expected to assume his or her duties as a Member-at-Large, which shall be on January 1^st, following the election.

4.2 Term of Office

The term of a Member-at-Large shall be for a period of four (4) years. There shall be a two-term (2) limit on the number of successive terms an individual Member-at-Large may serve. After a former Member-at-Large has had a minimum of two (2) years after the anniversary of the expiration of two (2) consecutive terms, a member may be reconsidered for election as a Member-at-Large or Officer.

4.3 Vacancies

Member-at-Large vacancies on the Board may be filled by approval of a majority of the Officers. Results of the most recent election should guide this selection.  A person appointed to fill a Member-at-Large vacancy on the Board shall hold office for the remainder of the term of the Member-at-Large being replaced, and that time shall not be considered toward the two consecutive term limit addressed below.

 

ARTICLE 5 – OFFICERS

5.1 Designation of Officers

The Officers of the Society shall be a President, a Vice-President, a Secretary and a Treasurer. No person may hold more than one office at any one time. This does not preclude the ability of the President, or their successor, in an emergency to fill a vacancy on an emergency basis and to appoint a current Officer to temporarily act for another Officer. When each of these positions is filled by election, the elected officer becomes “elect” for a period of one year before starting their term.

5.2 Qualifications

To be eligible for election as an Officer, each candidate must be either be a current Officer, a current Director for at least two (2) years, or a previous Director for at least one (1) full term. Any Director or member of the Society who meets this criterion may serve as an Officer.

5.3 Election and Term of Office

All Officers shall be elected to hold office by the Board. Each Officer shall be considered a member of the Board. Each Officer shall hold office for the term of four (4) years for which he or she is elected and until his or her successor has been elected and qualified. Each member is eligible for re-election for the office by a majority vote of the Board, except that no Officer may hold any one office for more than two (2) consecutive terms. After a former Officer has had a minimum of two (2) years after the anniversary of the expiration of two (2) consecutive terms, this member may be considered for election or re-election for that office.

The election for an Officer who will vacate his or her office because of the two (2) term limit, or for any other reason which is anticipated, shall be held one (1) year in advance of the expiration of the then current Officer’s term.

Elections for Officers shall be held at each Dopamine meeting and elections for Directors shall be held 2 years before or after the Dopamine meeting.  The Board may vote to either extend or shorten certain terms to allow for the staggering of offices.

Each Officer-Elect shall serve on the Board for one (1) year prior to taking office for the office to which they were elected. Officer-elects shall have a right to vote. To facilitate this and to promote smooth transitions of Officers and Directors, the elections for each office shall take place one (1) year advance of when the officer is expected to assume his or her elected position, which shall be at the next Dopamine meeting.

5.4 Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by a majority vote of the Officers at a regular or special meeting of the Officers. A person elected to fill a vacancy of any office shall hold office for the remainder of the term of the Officer being replaced, and that time shall not be considered toward the two consecutive terms limit addressed above.

5.5 Officers

Together, the officers described below, shall form the Officers of the Society. The Officers select the site of the Scientific Congresses and other meetings and their structure, including satellite meetings. The officers have the right to identify, contract and delegate to an agent the daily operation and management of the Society and its’ congresses, including the specific responsibilities of these offices.  Each Officer shall have a single vote. In the event of a deadlock, the present’s vote will be decisive.

President

The President shall be the chief executive officer of the Society and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Society and the activities of the officers. The President shall:

• Perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be prescribed from time to time by the Board of Directors.
• Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all Board of Directors and Members’ meetings.
• Make committee
• Except as otherwise expressly provided by law, by the Articles of Incorporation or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.
• Be responsible for the general organization and management of Scientific Congresses, including the selection of its destination, venues and special activities (social functions, tours, ).
• Be responsible for communication with the Board and membership, including oversight of the Society’s website.
• Represent the Corporation, or designate representation of the Society, at other professional organizations, and official functions.
• Maintain and amend the Society’s legal documents, policies, operational procedures and structures.

Vice-President

The Vice-President is responsible for:

• Organizing the scientific content of the Scientific Congress, including the selection of sessions and contributions to the meeting, in consultation with the Board, the local organizing committee and a call for proposal to the membership.
• Co-organizing the attribution of Dopamine Society prizes and meeting travel awards, including the evaluation and selection of recipients.
• Serving as the Acting President when the President is
• Serving as the Election Chair in the event the Secretary is unable to perform their duties due to the Secretary standing for election or re-election.

Secretary

The Secretary is responsible for:

• Minute taking of Board Meetings and other official
• Maintaining an archive of important and required Society documents including meeting minutes, current bylaws and older versions thereof, bank and security records and statements, contracts, election notices and results, et al.
• Keeping and maintaining adequate and correct accounts of the Society’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and
• In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of the Society or by these Bylaws or which may be assigned from time to time by the Board of
• The Secretary shall also act as Election Chair, be in charge of the election of Officers and Directors for all elections, except that if the then current Secretary is up for election or re-election for any office or a position as a Director, then in that event the Vice President shall act as Election Chair for that election, or the Officers may appoint a proxy, who is not currently on the ballot, to act as Election Chair.

Treasurer

The Treasurer is responsible for:

• Overseeing the Society’s financial status, including the development of annual budgets, setting of registration fees and membership dues, filing of annual tax returns, payments of approved expenses, collection of expected revenues, and managing funds and securities held in the Society’s name.
  • Providing an annual financial report for Board approval and subsequent presentation to the members.
• Coordinate with the Dopamine meeting local organizing committee to obtain Sponsor and Exhibitor support for the meeting.
• Fundraising and coordinating the participation of outside organizations, vendors and sponsors.
• Coordinating and submitting grant applications.
• Co-directing the attribution of Dopamine Society prizes and meeting travel awards.
• Developing and supporting additional academic and educational programs if sufficient funding allows, as determined by the Board.

5.6 Participation

Officers of the Society are expected to attend the Dopamine Society meetings and participate in all official proceedings, including those that occur during the Dopamine Society meetings as well as during the year (e.g., evaluation and selection of meeting sessions, and other consultative and voting actions necessary for the Society’s functions), as designated by the Officers of the Society.

It is acknowledged that events might preclude participation on occasion. However, an Officer who is absent from two consecutive Dopamine society meetings in a term, or does not participate in official duties noted above, will be removed from consideration for re-election and/or replaced.

5.7 Purchases

Purchases shall be made by the Officers pursuant to the annual budget, as approved by the Board. Decisions as to specific purchases shall be made by the Officers, except that the Board must approve any purchases over $10,000.00. Checks may be signed by any Officer with signing privileges. The President and the Treasurer shall have signing privileges on the Society’s checking account, have possession of any credit cards of the Society and authority to use them without advanced permission, provided that the purchase is for less than two thousand dollars ($2,000.00), and account to the Board for all purchases and liabilities. The President and Treasurer shall each sign a signature card with the banking institution of the Society. The officers shall arrange for the banking and credit card statements to be accessible to each officer either online or by hard copy.

ARTICLE 6 – COMMITTEES

 

The Board, by resolution adopted by a majority of the entire Board, may constitute and disband committees. Each committee must include a Terms of Reference outlining the mandate of the committee. At least one Director must serve on each committee. Other members of the committees may include members in good standing with the Society. Committees are required to minute their meetings and forward approved minutes to the Secretary for review by the Board and to add to the Society’s important documents archive. Participation of student and postdoctoral members in Dopamine Society committees is encouraged, to promote involvement of junior members.

7.1 Execution of Instruments

The Board, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Society to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent or employee shall have any power or authority to bind the Society by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount, except in the ordinary course of business.

7.2 Checks and Notes

Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by two (2) of the Officers of the Society, one of which must be the President.

7.3 Deposits

All funds of the Society shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Officers may select.

7.4 Gifts

The Board of Directors may accept on behalf of the Society any contribution, gift, bequest or devise for the nonprofit purposes of this Society.

 

ARTICLE 8 – POWERS

To accomplish the purposes stated in Article I, the Society shall have and may exercise any and all powers now or hereafter conferred by the laws of the State of New York upon not for profit corporations, provided that:

8.1 Limitations of Activities

Notwithstanding any other provisions of the Articles, the Society shall not have nor exercise any power nor carry on any activities not permitted to be carried on by a corporation exempt under Section 501(c)(3) of the Federal Internal Revenue Code, as now enacted or as hereafter amended, or by a corporation, contributions to which are deductible under Section 170(c)(2) of such Code, as now enacted or as hereafter amended.

No part of the activities of this Society shall consist of carrying on propaganda or otherwise attempting to influence legislation, except to the extend allowed to an eligible Section 501(c)(3) organization to make expenditures to influence legislation and electing to do so; nor shall the Society in any manner or to any extent participated in or intervene in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements; nor shall it engage in any activities that are unlawful under the laws of the United States of America, or the State of New York.

The Society shall not engage in any activity contrary to its nonprofit purpose as designated by the State of New York, or any other jurisdiction where such activities are carried on; nor shall it engage in any transaction defined at the time as “prohibited” under Section 503 of the Internal Revenue Code of 1954, as now enacted or as hereafter amended.

The Society shall never be operated for the primary purpose of carrying on a trade or business for profit. Neither the whole, nor any part or portion, of the assets or net earnings of this Society shall be used, nor shall this Society ever be organized or operated for purposes that are not exclusively charitable, scientific, or educational within the meaning of Section 501(c)(3) of the Federal Internal Revenue Code, as now enacted or hereafter amended.

8.2 Compensation for Duties

Compensation for Directors and Officers of the Board are limited to the following:

• Registration Fees: Officers are entitled to receive complimentary registration and Directors are entitled to receive 50% discount on registration fees to attend the Dopamine Society meeting. Special registration coupon codes will be distributed to Board Members should they wish to take advantage of this entitlement.
• Accommodations: When available based on contractual arrangements with official Congress Hotels, members of the Board may receive accommodation support including hotel room upgrades, priority for desirable room assignments or complimentary nights. All Directors are expected to stay in the designated Congress Hotels to maximize benefits that accrue to the Corporation.

8.3 Prohibitions

Neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of this Society shall ever be distributed to or divided among members, directors or trustees, officers or other private persons; provided further, that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or inure to the benefit of any member or private individual within the meaning of Section 501(c)(3) of the Federal Internal Revenue Code, as now enacted or hereafter amended.

 

ARTICLE 9 – DISSOLUTION

In the event of termination, dissolution, or winding up of this Society in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to (and only to) one or more organizations described in Section 501(c)(3) of the Federal Internal Revenue Code, as now enacted or hereafter amended, as selected by the Board of Directors, and such distributions shall not inure to the benefit of any officer, Director, member, agent, or employee of the Society.

 

ARTICLE 10 – AMENDMENTS 

The Certificate of Incorporation and these Bylaws may be added to, amended or repealed by a two-thirds (2/3) vote of the entire sitting Board at any regular meeting or at any special meeting called for that purpose.

 

ARTICLE 11 – ACCOUNTING YEAR 

The Society’s accounting year shall be from January 1 to December 31.

 

ARTICLE 12 – CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this Society, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

 

ARTICLE 13 – ADOPTION OF BYLAWS

The foregoing Bylaws being ratified and adopted by a meeting of the Founding Directors on the 14^th day of March 2024,