Bylaws for the APS
ARTICLE I. Principal Office
ARTICLE II. Corporate Seal
ARTICLE III. Membership
ARTICLE IV. Officers
ARTICLE V. Standing Committees
ARTICLE VI. Dues
ARTICLE VII. Financial
ARTICLE VIII. Publications
ARTICLE IX. Meetings
ARTICLE X. Society Sections and Affiliations
ARTICLE XI. Regulations
ARTICLE XII. General
ARTICLE XIII. Amendments
Bylaws
ARTICLE I. Principal Office
SECTION 1. The Society shall have its principal place of business at 9650
Rockville Pike, Bethesda, Maryland 20814. The Central office shall house all
activities delegated to the employees of the Society.
ARTICLE II. Corporate Seal
SECTION 1. The corporate seal of the Society shall be a circle surrounded
by the words, THE AMERICAN PHYSIOLOGICAL SOCIETY. The seal shall also show
the founding dated and the date and place of incorporation.
SECTION 2. The Executive Director shall have custody of the seal. It
shall be used on all official documents requiring it, and shall be placed on
the documents by the Executive Director upon approval by Council.
ARTICLE III. Membership
SECTION 1. The Society shall consist of regular, honorary, affiliate,
emeritus, student, and sustaining associate members.
SECTION 2. Regular Members. Any person who has conducted and
published meritorious original research in physiology, and who is presently
engaged in physiological work, shall be eligible for proposal for regular
membership in the Society.
SECTION 3. Honorary Members. Distinguished scientists of any
country who have contributed to the advance of physiology shall be eligible
for proposal as honorary members of the Society.
SECTION 4. Affiliate Members. Persons
who are interested in fostering the mission and aims of the American
Physiological Society but do not have evidence of scholarly work in the
physiological sciences shall be eligible for proposal for affiliate
membership in the Society provided they are residents of The Americas.
SECTION 5. Emeritus Members. A regular
member may apply to Council for transfer to emeritus membership if that
person (1) has reached the age of 65 and is retired from regular employment
or (2) has been forced to retire from regular employment because of illness
or disability. An emeritus member may be restored to regular membership
status on request to Council.
SECTION 6. Student Members. Any student
who is actively engaged in physiological work as attested to by two regular
members of the Society shall be eligible for proposal for student
membership. No individual may remain in this category for more than five
years, without reapplying.
SECTION 7. Sustaining Associates.
Individuals and organizations who have an interest in the advancement of
biological investigation may be invited by the President, with approval of
Council, to become sustaining associates.
SECTION 8. Nominations for Membership.
Two regular members of the Society must nominate a person for regular or
affiliate membership on APS membership application forms.
a. The Membership Committee shall assess the qualifications of
potential regular members and recommend nominations to Council.
b. Nominations for affiliate and student
membership shall be reviewed by the Executive Director. If the nominees
meet the criteria established by Council, they will be accepted
immediately and so notified. The Executive Director will inform Council of
the names of new affiliate and student members.
SECTION 9. Election of Members.
Election of regular and honorary members shall be by vote of members of
Council. A two-thirds majority of the members present and voting shall be
necessary for election.
SECTION 10. Voting. Only regular
members shall be voting members. Honorary, affiliate, and emeritus members
shall have the privilege of attending Business Meetings of the Society but
shall have no vote.
SECTION 11. Expulsion of Members. The
Society reserves the right to revoke the membership of a member found guilty
of scientific misconduct.
ARTICLE IV. Officers
SECTION 1. Council. The management of
the Society shall be vested in a Council consisting of the President, the
President-Elect, the immediate Past President, and nine other regular
members. The terms of the President and President-Elect shall be one year.
The terms of the nine additional Councillors shall be three years each and
they shall not be eligible for immediate reelection except those who have
served for two years or less in filling interim vacancies.
A quorum for conducting official business of
the Society shall be two-thirds of the elected members of Council.
The Chairpersons of the Publications
Committee, the Finance Committee, the Program Committee, the Education
Committee, and the Executive Director are ex officio members of the Council
without vote; the Chairperson of the Section Advisory Committee is an
ex officio member of the Council with vote. The
Council may fill any interim vacancies in its membership. Council shall
appoint members to all committees except the Section Advisory Committee.
In the interim between meetings of Council, an
Executive Cabinet consisting of the President, President‑Elect, Immediate
Past President, and the Executive Director shall implement the policies of
the Council.
SECTION 2. President. A person shall
serve only one term as president, except that if the President-Elect becomes
President after September 30 he/she shall continue as President for the year
beginning at the end of the Spring Council meeting. The President shall
chair all sessions of the Council and Business Meetings of the Society and
shall be an ex officio member of all committees without vote.
SECTION 3. a. President-Elect. The
President-Elect shall serve as Vice-President of the Society and as official
secretary of the Council. Should he/she have to function as President
prematurely, the Council shall select from among its own members an official
secretary.
b. Past President. The immediate Past
President shall serve as Chairperson of the Nominating Committee and be
responsible for the annual review of the Society Bylaws.
SECTION 4. a. Nomination of Officers.
Nominations for President-Elect and for members of Council will be made by
mail ballot, on forms provided by the Executive Director, before January 1
of each Year. Each member may nominate no more than one candidate for each
office. If a member wishes to nominate the same person for President-Elect
and for Councillor he/she must nominate that individual for each position.
b. Nominating Committee. The Nominating
Committee shall consist of the immediate Past President, who will serve as
Chairperson, and each member of the Section Advisory Committee. The
Chairpersons of the Joint Program Committee and Publications Committee shall
serve as ex officio members. The Nominating Committee shall select a slate
from candidates nominated by the Society membership. The slate presented for
vote shall be such that no more than one of the nine Councillors shall be
from a single institution and no more than two of the nine shall have a
primary affiliation from the same section. The Nominating Committee shall
make two nominations for the office of President-Elect and six nominations
for Councillor.
c. Election of Officers. Election of
the President-Elect and members of Council shall be made by mail ballot, on
forms provided by the Executive Director, prior to the Spring Business
Meeting. Each voting member must indicate on the ballot his/her choice of
the candidate for office. The candidate(s) receiving the most votes shall be
elected. In case of a tie vote, the decision shall be made by lot. Ballots
will be counted according to the Election Plan. Two ballots, one for
President-Elect and one for Council, will be mailed together. The results of
the election will be announced at the Spring Meeting of the Society and the
newly elected officers shall take office at the close of the Spring Meeting
of Council.
SECTION 5. Executive Director. The
Council shall be empowered to appoint and compensate an Executive Director
who shall assist it in carrying on the functions of the Society including
the receipt and disbursement of funds under the direction of the Council.
He/she shall be responsible for management of the Central Office of the
Society under general supervision of the Council.
ARTICLE V. Standing
Committees
SECTION 1. Publications Committee. A
Publications Committee composed of five regular members of the Society
appointed by Council shall be responsible for the management of all of the
publications of the Society. The term of each member of the Publications
Committee shall be three years; a member may not serve more than two
consecutive terms. The Council shall designate the Chairperson of the
Committee who shall be an ex officio member of the Council, without vote. On
the advice of the Publications Committee and consent of Council, the
Executive Director shall be empowered to appoint and compensate the
Publications Manager who shall assist in carrying out the functions of the
Publications Committee under the supervision of the Executive Director. The
President, Executive Director and the Publications Manager shall be ex
officio members of the Publications Committee without vote. The Committee
shall have the power to appoint editorial boards for the Society's
publications. The Committee shall present an annual report on publications
and policies to the Council for approval and present an annual budget
coordinated through the Executive Director, to the Finance Committee for its
approval and recommendation to Council.
SECTION 2. Finance Committee. A Finance
Committee, composed of four regular members of the Society appointed by
Council, shall receive the total coordinated budget proposals annually from
the Executive Director and shall determine the annual budgets, reserve funds
and investments of the Society, subject to approval by the Council. The term
of each member of the Finance Committee shall be three years; a member may
not serve more than two consecutive terms. The Council shall designate the
Chairperson of the Committee who shall be an ex officio member of the
Council, without vote. On advice of the Finance Committee and consent of
Council, the Executive Director shall be empowered to appoint and compensate
a Business Manager who shall assist in carrying out the functions of the
Finance Committee under the supervision of the Executive Director. The Past
President shall serve as a voting member of the Finance Committee. The
President-Elect, President, Executive Director, the Chairperson of the
Publications Committee, and the Business Manager shall be ex officio members
of the Finance Committee, without vote.
SECTION 3. Membership Committee. A
Membership Committee, composed of six or more regular members of the Society
appointed by the Council, shall receive and review processed applications
for membership and make recom�mendations for nomination to the Council. The
term of each member of the Membership Committee shall be three years; a
member shall not be eligible for immediate reappointment. The Chairperson of
the Committee shall be designated by the Council.
SECTION 4. Education Committee. An
Education Committee, composed of five or more regular members of the Society
and representatives of such other societies as may be designated by the
Council, appointed by the Council, shall conduct such educational, teaching
and recruitment programs as may be required or deemed advisable. The term of
each member of the Education Committee shall be three years. The Chairperson
of the Committee shall be designated by the Council. The Executive Director
may act as executive officer of the educational programs with approval of
the Council. The Committee shall present an annual report to the Council and
an annual budget through the Executive Director to the Finance Committee for
its approval.
SECTION 5. Joint Program Committee. A
Joint Program Committee composed of six regular members of the Society
appointed by Council and elected representatives of the sections and groups
shall be responsible for scientific programs of the Society. The term of
each member shall be for three years; a member may not serve more than two
consecutive terms. The Council shall designate the Chairperson of the
Committee, who shall be an ex officio member of the Council, without vote.
The President-Elect and Executive Director shall be ex officio members,
without vote.
SECTION 6. Section Advisory Committee.
A Section Advisory Committee shall be composed of one regular member elected
by each Section of the Society. Each member shall serve a term of three
years; consecutive terms are prohibited. The Committee shall elect a
Chairperson to serve a three-year term. The Chairperson shall serve on
Council as an ex officio member, with
vote.
SECTION 7. The Council may appoint such
special and other standing committees as it deems necessary or that are
voted by the Society. The Council may name regular members of the Society as
representatives to other organizations whenever it deems such action
desirable.
SECTION 8. Term of Office of Chairperson.
The Chairperson of a standing committee may serve one full term in that
capacity in addition to any consecutive term as a committee member limited
by other provisions of these Bylaws.
ARTICLE VI. Dues
SECTION 1. Annual Dues. The annual dues
for regular members, affiliate members, and student members shall be
determined by the Council and shall be paid in advance of January
1. Honorary members and emeritus members shall pay no membership dues.
SECTION 2. Nonpayment of Dues. A
regular member, affiliate member, or student member whose dues are two years
in arrears shall cease to be a member of the Society, unless, after payment
of dues in arrears and application to the Council, he/she shall be
reinstated at the next meeting by vote of the Council. It shall be the duty
of the President-Elect to notify the delinquent of his/her right to request
reinstatement.
SECTION 3. Retirement. A regular member
who has been granted emeritus membership status is relieved from the payment
of dues but retains the other privileges of his/her former membership
status, except voting privileges.
ARTICLE VII. Financial
SECTION 1. Society Operating Fund. The
Society Operating Fund shall consist of all funds, other than Publication
Operating Funds and Publication Contingency and Reserve Funds, restricted or
unrestricted, uninvested or invested, short or long term. The Executive
Director shall be the responsible agent to the Council with signatory
powers. Signatory powers may be delegated to the Business Manager by the
Executive Director.
SECTION 2. Publications Operating Fund.
The Publications Operating Fund shall consist of all funds that involve
receipts, expenses, short-term investments relating to the annual receipts,
disbursements and continuing operation of the Society's publications. The
Executive Director shall be the responsible agent to the Council with
signatory powers. Signatory powers may be delegated to the Business Manager
by the Executive Director.
SECTION 3.
Publications Contingency and Reserve Fund. The Publications Contingency and
Reserve Fund shall consist of the long-term capital investments of
publication earnings. The Executive Director, with advice from the Finance
Committee, shall have discretionary and signatory powers, except for
withdrawals. Authority for any withdrawal from this fund shall require the
following five signatures: 1) the Chairperson of the Publications Committee
(alternate, the senior member of the Committee); 2) the President of the
Society (alternate, the President-Elect); 3) the Executive Director
(alternate, the Publications Manager); 4) and 5) any two members of Council.
The Finance Committee shall not recommend to Council the expenditure of any
of this capital fund for non-publication purposes without the consent of the
Publications Committee. The Finance Committee shall be responsible for the
separate investment of the reserve fund for publications; any capital gains
from such investment shall accrue to the fund (capital losses will, however,
reduce its value). Any dividends, interest or income, other than capital
gains, from this invested fund may be used for emergency support of any of
the activities of the Society, including publications, as determined
annually by the Council, but the primary goal shall be to increase the
investment capital.
SECTION 4. Fiscal Year. The official
fiscal year shall be from January 1 through December 31.
SECTION 5. Audit. All statements of net
assets and related statements of income, expenditures and fund capital shall
be audited annually by an independent auditing firm.
SECTION 6. Bonding. All persons having
signatory powers for the funds of the Society shall be bonded.
ARTICLE VIII.
Publications
SECTION 1. The official organs of the Society
shall be the American Journal of Physiology, the Journal of
Applied Physiology, Physiological Reviews, the Journal of
Neurophysiology, The Physiologist, and such other publications as the
Society may own. All publications shall be under the jurisdiction and
management of the Publications Committee unless otherwise designated by the
Council. The names of the journals and publications may be changed by the
Council on recommendation from the Publications Committee and any
publication may be dropped by Council on recommendation from the
Publications Committee.
ARTICLE IX. Meetings
SECTION 1. Spring Meeting. A meeting of
the Society for transacting business, electing officers and members,
presenting communications, and related activities shall ordinarily be held
in the Spring of each year.
SECTION 2. Special Meetings. Special
meetings of the Society or of the Council may be held at such times and
places as the Council may determine.
SECTION 3. Quorum. At all business
meetings of the Society fifty regular members shall constitute a quorum.
SECTION 4. Parliamentary Authority. The
rules contained in Roberts Rules of Order, Revised, shall govern the conduct
of the business meetings of the Society in all cases to which they are
applicable and in which they are not inconsistent with the Bylaws or special
rules of order of the Society.
ARTICLE X. Society
Sections and Affiliations
SECTION 1. Society Sections. Upon
acceptance of a Statement of Organization and Procedures and approval by
Council, an appropriate group of regular members of the Society may form a
section that encompasses an area of physiology. Such sections shall: a.
participate in the governance of the Society by electing a representative to
the Section Advisory Committee; b. advise the Society on matters of interest
to the specialty group represented in the section; c. assist the Society in
organization of scientific meetings by electing a member to the Joint
Program Committee; d. nominate individuals for membership on Society
committees; e. be open to all members of the Society expressing an interest
in section membership.
The Executive Director shall provide
assistance to sections in the carrying out of section business.
Nothing in a section's Statement of
Organization and Procedures may be construed as contradictory to the
Constitution and Bylaws or Operational Guide of the Society.
SECTION 2. Society Affiliations. The
Society shall maintain membership in such organizations as determined by
Council. The Council shall authorize affiliation of societies having mutual
interests to the Society upon approval of the membership.
SECTION 3. Society Chapters. Upon
acceptance of a Statement of Organization and Procedures, a chapter
application, and approval by Council, a group of regular members of the
Society may form a chapter representing a given region of the country. Each
chapter should be incorporated, by the organizers of the chapter, under the
local laws of the state in which the chapter is located. All chapters will
have an obligation to promote, at the local level, the general objectives of
the Society, including its goal of interdisciplinary contacts among research
workers interested in the physiological sciences and education of the
general public and future physiologists.
In the event of dissolution or termination,
the chapter council shall, after the payment of all the debts and
liabilities of the chapter, convey and transfer any remaining assets to the
Society.
Under no circumstances shall the Society be
responsible or liable for any debts or liabilities of the chapter.
Nothing in a chapter's Statement of Operations
and Procedures may be construed as contradictory to the Constitution and
Bylaws or Operational Guide of the Society.
ARTICLE XI.
Regulations
SECTION 1. General Prohibitions.
Notwithstanding any provision of the Constitution or Bylaws that might be
susceptible to contrary interpretation: a). The Society is organized and
operated exclusively for scientific and educational purposes. b). No part of
the net earnings of the Society shall or may under any circumstances inure
to the benefit of any member or individuals. c). No substantial part of the
activities of the Society shall consist of carrying on propaganda, or
otherwise attempt to influence local, state or national legislation. (All
activities of the Society shall be determined by Council.) The Society shall
not participate in, or intervene in (including the publishing or
distributing of statements) any campaign on behalf of any candidate for
public office. d). The Society shall not be organized or operated for
profit.
SECTION 2. Distribution on Dissolution.
Upon lawful dissolution of the Society and after payment of all just debts
and obligations of the Society, Council shall distribute all remaining
assets of the Society to one or more organizations selected by the Council
which have been approved by the United States Internal Revenue Service as
organizations formed and dedicated to exempt purposes.
ARTICLE XII. General
SECTION 1. Records. All official
records, archives and historical material shall be held in the Central
Office in the custody of the Executive Director.
SECTION 2. Procedures and Customs. The
Society shall maintain a current Operational Guide detailing the procedures
and current customs of the Society operations as well as the duties and
responsibilities of officers, committees, and major employees. The
Operational Guide shall be maintained current by the Executive Director as
determined by the Council.
ARTICLE XIII.
Amendments
SECTION 1. Presentation. Amendments to
these Bylaws may be proposed in writing, by any regular member, to Council
at any time up to three months in advance of any Business Meeting of the
Society. Such proposed amendments must be presented in writing at the
following Business Meeting for action by the Society.
SECTION 2. Adoption. These Bylaws may
be amended at any Business Meeting of the Society by a two-thirds majority
vote of the regular members present and voting.
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