APS Bylaws

     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, graduate student, undergraduate 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 and (3) has been a Regular member in good standing for a minimum of 10 years. An emeritus member may be restored to regular membership status on request to Council.

SECTION 6.a. Graduate Student Members. Any doctoral or masters program student who is actively engaged in physiological work shall be eligible for graduate student membership. No individual may remain in this category for more than five years, without reapplying.

SECTION 6. b. Undergraduate Student Members. Any matriculated undergraduate student, as demonstrated by submission of verification of student status, who has an interest in physiology is eligible for undergraduate student membership. No individual may remain in this category for more than five years.

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. Evaluation for Membership. Applications for regular, affiliate and student membership shall be reviewed by the Executive Director. If the applicants 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 members.  

SECTION 9. Voting. Only regular members shall be voting members.

SECTION 10. 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 Joint Program Committee, the Education Committee, the Science Policy, the APS representative to the FASEB Board, 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 Chapter Advisory Committee, Committee on Committees, Joint Program Committee, Physiologists in Industry Committee, Section Advisory Committee, and the Trainee 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 ballot, on forms provided by the Executive Director, before September 30 of each Year. 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 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 at least five 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 recommendations 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 elected representatives of the sections and groups shall be responsible for the Society's annual spring meeting scientific program. 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. Members 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 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 deliquent 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. Operating Fund Purpose.The Operating Fund is used to provide sufficient cash to meet daily and ongoing financial obligations of APS.  The Operating Fund will contain sufficient cash to cover current expenditures. Investments in the Operating Fund are limited to cash and fixed income instruments.

SECTION 2. Short-Term Fund Purpose. The Short-Term Fund is used to meet unanticipated expenditures that exceed the Operating Fund’s reserves.  Investments in the Short-Term Fund is limited to cash and fixed income instruments.

SECTION 3. Long-Term Fund Purpose. The purpose of the Long-Term Fund is to maintain a long-term reserve for significant and unanticipated expenditures and to support, with some portion of the reserve’s earnings, the general operating budget of the APS.  The Long-Term Fund will also provide a structure in support of endowed and Council-designated funds used to:

  • Support programs for the development of physiology and physiologists.
  • Encourage communication with other disciplines of science and the community at large.
  • Foster scientific and cultural relations with other parts of the world.

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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