Bylaws

ARTICLE I: Name

The corporation, a Missouri nonprofit corporation, shall be known as AMERICAN PHYSIOLOGICAL SOCIETY, hereinafter referred to as the “Society.”

ARTICLE II: Purpose

The purpose of the Society, which shall be in accordance with the Articles of Incorporation, is to expand knowledge related to biological function through scientific and professional publications and electronic media, education, science policy, scientific meetings, program development and member services. The Society champions the importance of physiology for achieving breakthroughs in health, disease and the understanding of life.

ARTICLE III: Membership

SECTION 1. The Society shall consist of regular, honorary, emeritus, student and trainee, and institutional and corporate members.

SECTION 2. Regular Members. Any person who is currently engaged in physiological work or related disciplines, or in the promotion of this work shall be eligible to apply for regular membership in the Society.

SECTION 3. Honorary Members. Distinguished scientists and others who have contributed to the advancement of physiology shall be eligible for honorary membership in the Society, subject to Board of Directors nomination and approval.

SECTION 4. Emeritus Members. A regular member may apply to the Society 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.

SECTION 5. Student and Trainee Members. The category of student and trainee member shall be open to any: (1) postdoctoral fellow who is working as a trainee in physiology or a related discipline; (2) doctoral or master's program student who is actively engaged in physiological work; (3) matriculated undergraduate student who has an interest in physiology; or (4) person who has completed their baccalaureate degree within the last five years, has not entered a graduate program and has an interest in physiology.

SECTION 6. Institutional and Corporate Members. Organizations that advance or support the mission and goals of the Society are eligible for institutional and corporate membership.

SECTION 7. Voting. All dues-paying members in good standing shall be voting members. Proxy voting by voting members shall not be permitted. Where and in the manner authorized by the Board, any action required to or which may be taken at a meeting of the voting members may be conducted by electronic mail ballot or any other method of voting permitted by law. Such voting shall be subject to the same notice and quorum requirement as a meeting held in person. Where and in the manner authorized by the Board, and to the extent permitted by law, any person participating in a meeting of the voting members may participate by means of conference telephone, electronic methods, or by other means by which all voting members participating are able to simultaneously hear each other during the meeting, and such participation shall constitute presence in person at the meeting.

SECTION 8. Resignation, Termination and Expulsion. A member may resign by sending written notification to the Society’s headquarters office, and such resignation shall be effective as of the date of receipt. A resignation that is tendered while disciplinary proceedings are pending need not be accepted by the Board. A member may be terminated for nonpayment of membership dues in accordance with policies established by the Board. Such termination shall not relieve the member from other financial obligations that may exist. A member may be expelled by the Board for other reasons if the member is provided with: (1) advance written notice including the reason for the proposed expulsion; (2) an opportunity to contest the proposed expulsion in writing or in person within one year of the effective date of the expulsion after written notice of the Board’s decision.

ARTICLE IV: Officers and Board of Directors

SECTION 1. Board of Directors. The governance and fiduciary oversight of the Society shall be vested in a Board consisting of the president, the president-elect, the immediate past president, the treasurer, and nine at-large directors. The chief executive officer serves as secretary and is an ex officio member of the Board without a vote. A voting member selected by the Advisory Council shall be elected every year with an option to renew, for a total of two years.

The terms of the president, president-elect, and immediate past president shall be one year. The terms of the nine at-large directors (“directors”) and the treasurer shall be three years each and they shall not be eligible for reelection except those who have served for two years or less in filling vacancies for their respective positions.

A quorum for meetings of the Board shall be a majority of elected voting members of the Board. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Each director shall have one vote. All voting at meetings shall be done personally and no proxy voting shall be permitted.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if all of the directors consent in writing through electronic mail, fax, or mail authorizing the action (“unanimous written consent”). The written consents of the directors shall be filed with the minutes of proceedings of the Board. A unanimous written consent has the effect of action taken at a meeting of the Board and may be described as such.

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all directors may participate in a meeting of the Board by means of video conference or conference call or by other means by which all Directors participating are able to simultaneously hear each other during the meeting, and such participation shall constitute presence in person at the meeting.

The Board may fill any interim vacancies in its Board membership. The Board shall appoint members to all committees except the Chapter Advisory Committee, and any committees where Sections select their representatives.

SECTION 2. President. A person shall serve only one term as president, except that if the president-elect becomes president, they shall continue as president for the year beginning at the end of the spring Board meeting. The president shall chair all sessions of the Board 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 automatically ascend to the role of president and shall assume the duties of the president in the president’s absence and shall chair the Society Advisory Council.

b. Immediate Past President. The immediate past president shall serve as chair of the Leadership Development Committee and be responsible for the annual review of the Society Bylaws, together with the chief executive officer.

c. Treasurer. The Treasurer shall chair the Finance and Audit Committee.

d. Secretary. The chief executive officer shall serve as secretary of the Society.

SECTION 4. a. Nomination of Officers. The Leadership Development Committee shall nominate officers (with the exception of secretary) and directors at a meeting held prior to the fall Board meeting. Nominees for president-elect must have previously served on the Board as an elected director.

b. Election of President-Elect and Directors. Election of the president-elect and members of the Board shall occur prior to the annual Business Meeting. The candidate(s) receiving the most votes shall be elected. In case of a tie vote, the decision shall be made by lot. The results of the election will be announced prior to the annual meeting of the Society and the newly elected president-elect and directors shall take office at the close of the annual meeting.

c. Election of Treasurer. Election of the treasurer shall occur at a Board meeting prior to the annual Business Meeting. The treasurer shall be elected by a vote of the Board of Directors from a slate constructed by the Leadership Development Committee. The candidate receiving the most votes shall be elected. In case of a tie vote, the decision shall be made by lot. The results of the election will be announced prior to the annual meeting of the Society and the newly elected treasurer shall take office at the close of the annual meeting.

SECTION 5. Termination or Expulsion. Any officer (with the exception of secretary) director, or appointed committee, section or interest group chair, may be removed by two-thirds vote of the Board, with the officer or person proposed to be removed not voting. The person proposed for removal must be provided with advanced written notice including the reason for the proposed removal, an opportunity to contest the proposed removal in writing or in person at a meeting of the Board, and final written notice of the Board’s decision.

SECTION 6. Chief Executive Officer. The Board shall be empowered to appoint and compensate a chief executive officer who shall assist the Board in carrying on the functions of the Society including the receipt and disbursement of funds under the direction of the Board. They shall be responsible for management of the principal office of the Society under general oversight of the Board. They shall serve as secretary and ex officio non-voting member of the Board.

ARTICLE V: Governance Committees

SECTION 1. Executive Committee. In the interim between meetings of the Board, an Executive Committee consisting of the president, president-elect, immediate past president, treasurer, and chief executive officer shall implement the policies of the Board. The chief executive officer shall serve as an ex officio non-voting member of the Executive Committee.

SECTION 2. Finance & Audit Committee. The Finance & Audit Committee shall consist of the treasurer, who will serve as chair, and at least three Board members and three additional regular members of the Society appointed by the Board. The Finance & Audit Committee shall receive the total coordinated budget proposals annually from the chief executive officer and determine the annual budgets, reserve funds and investments of the Society, subject to approval by the Board. The term of each member of the Finance & Audit Committee shall be three years; a member may not serve more than one consecutive term. The president-elect, president, immediate past president, and chief executive officer shall be ex officio members of the Finance & Audit Committee, without vote. The chief financial officer shall serve as staff liaison to the committee.

SECTION 3. Leadership Development Committee. The Leadership Development Committee shall consist of the immediate past president, who shall serve as chair, three (3) current members of the Board and five (5) regular members of the Society, selected by the APS Advisory Council. The term of each Board member of the Leadership Development Committee shall be one year; a Board member may not serve more than one term. The term of each non-Board regular member of the Leadership Development Committee shall be two years; a regular member may not serve more than one term. The Leadership Development Committee shall prepare a diverse slate of candidates from those nominated by the Society membership. The Leadership Development Committee shall make two nominations for the office of president-elect and six nominations for director. The Leadership Development Committee shall make at least one nomination for the office of treasurer. The immediate past president shall be an ex officio member of the Leadership Development Committee, without vote.

SECTION 4. 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.

ARTICLE VI: Advisory Council

The composition of the Society Advisory Council shall be, but is not limited to, each Section chair, Committee chair, and Interest Group chair, as well as one journal editor-in-chief representative who shall be elected by the APS journal editors-in-chief. The Advisory Council shall be chaired by the president-elect of the Board of Directors and shall have an organizing team of one Section Chair, one Committee Chair and one Interest Group Chair. The officers of the Society and chief executive officer are ex officio members of the Advisory Council and any Board member may attend Advisory Council meetings. A voting Board member selected by the Advisory Council shall be elected every year with an option to renew, for a total of two years. The Advisory Council is charged with providing advice, counsel, expertise and insight to the Board of Directors on major initiatives and matters of strategic importance to the Society and providing a communications conduit between the membership and various components of the Society and Board of Directors.

ARTICLE VII: Society Committees and Advisory Boards

The Board of Directors may form various committees, advisory boards or task forces to carry out the work of the Society. Society committees include, but are not limited to, the APS Fellows Committee, Animal Care & Experimentation Committee, Awards Committee, Career Opportunities in Physiology Committee, Center for Physiology Education Advisory Board, Chapter Advisory Committee, Committee on Committees, Conference Committee, Diversity, Equity & Inclusion Committee, International Committee, Physiologists in Industry Committee, Scientific Program Committee, Publications Committee, Science Policy Committee, Trainee Advisory Committee, and Women in Physiology Committee.

As the needs of the Society change, the Board may change the name, charge or function of a committee, add a new committee or discontinue an existing committee by a majority vote of the Board, with the exception of governance committees delineated in these bylaws.

ARTICLE VIII: Membership Dues

SECTION 1. Annual Membership Dues. The annual membership dues for regular members, student and trainee members, and institutional and corporate members shall be determined by the Board and shall be paid in advance of the member’s anniversary date. Honorary members and emeritus members shall pay no membership dues.

SECTION 2. Nonpayment of Membership Dues. Members whose dues are six (6) months in arrears shall cease to be a member of the Society, unless, after payment of dues in arrears, they shall be reinstated.

SECTION 3. Emeritus Members. A regular member who has been granted emeritus membership status is relieved from the payment of membership dues but retains the other privileges of their former membership status, except voting privileges.

ARTICLE IX: Finance

SECTION 1. Operating Fund Purpose. The Operating Fund is used to provide sufficient cash to meet daily and ongoing financial obligations of the Society. The Operating Fund will contain sufficient cash to cover current expenditures.

SECTION 2. 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 Society.

SECTION 3. Fiscal Year. The official fiscal year shall be from January 1 through December 31.

SECTION 4. Audit. All statements of net assets and related statements of income, expenditures and fund capital shall be audited annually by an independent certified public accountant (CPA) auditing firm.

SECTION 5. Insurance. Any person having signatory powers for the funds of the Society shall be insured against liability incurred in carrying out such person’s official capacity.

ARTICLE X: Meetings

SECTION 1. Annual Meeting. A meeting of the membership for transacting business, presenting communications, and related activities shall be held annually. Unless one-third (1/3) or more of all of the voting members are present, the only matters that may be voted upon at any annual meeting of the members are those matters that are described in the meeting notice.

SECTION 2. Special Meetings. Special meetings of the membership or of the Board may be held at such times and places as the Board may determine.

SECTION 3. Quorum and Action of the Membership. At all business meetings of the membership, five percent (5%) of the voting members shall constitute a quorum. The vote of a majority of the voting members represented at a duly called meeting of the members at which a quorum is present shall be the act of the membership, except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws.

SECTION 4. Parliamentary Authority. Upon the election of the Board, Robert’s Rules of Order Newly Revised may be used at meetings of the Society for instruction on procedures in cases to which it is applicable and in which it is not inconsistent with these Bylaws.

ARTICLE XI: Society Section and Chapters

SECTION 1. Society Sections. Upon acceptance of a Statement of Organization and Procedures and approval by the Board, 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 Scientific Program Committee; d. nominate individuals for membership on Society committees; and e. be open to all members of the Society expressing an interest in section membership. The chief executive officer shall provide assistance to sections in the carrying out of section business. Nothing in a section's Statement of Organization and Procedures may be drafted or construed as contradictory to the Articles of Incorporation and Bylaws or Operational Guide of the Society.

SECTION 2. Society Chapters. Upon acceptance of an APS Chapter Formation Application, and approval by the Board, 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. Under no circumstances shall the Society be responsible or liable for any debts or liabilities of the chapter. Nothing in a Chapter's Affiliation Agreement may be drafted or construed as contradictory to the Bylaws or Operational Guide of the Society. As further set forth in any affiliation agreement, the authority of a chapter to operate may be revoked by the Board. Any decision as to revocation of a chapter’s authority to operate by the Board shall be final. Upon written notification of revocation, the chapter shall immediately surrender all chapter records, funds, and properties to the Society, and shall immediately discontinue operations as a chapter.

ARTICLE XII: Regulations

SECTION 1. General Prohibitions. Notwithstanding any provision of the 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. (The appropriateness of all activities of the Society shall be determined by the Board.) 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; and d. the Society shall not be organized or operated for profit.

SECTION 2. Procedures and Customs. The Society shall maintain a current Operational Guide detailing the procedures and customs of the Society operations as well as the duties and responsibilities of officers, committees and senior employees. The Operational Guide shall be maintained current by the chief executive officer, as determined by the Board.

ARTICLE XIII: Indemnification

To the extent permitted by law, the Society may, upon action of the Board of Directors, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason or service as a director, officer, employee or agent of the Society, or service at the request of the Society as a director, officer, employee or agent of another corporation, partnership joint venture, trust or other enterprise, for all expenses (including attorneys’ fees) judgments, fines or amounts paid in settlement, actually and reasonably incurred by the individual in connection with such action, suit or proceeding, if the individual acted in good faith and in a manner the individual reasonably believed to be in, or not opposed to, the best interests of the Society.

ARTICLE XIV: Amendments

SECTION 1. Presentation. Amendments to these Bylaws must first be approved by the Board. Following approval by the Board, amendments will be publicized to allow members to discuss the amendment by electronic discussion for thirty days. Dues-paying members then will have an additional two weeks to vote by electronic ballot.

SECTION 2. Adoption. These Bylaws may be amended by approval of a majority of the voting members when a quorum has been established.

(Revised July 2019, June 2021, January 2022, April 2024)