Bylaws

View the American Physiological Society's Bylaws. Updates will be added as needed.

ARTICLE I. Name
ARTICLE II. Purpose
ARTICLE III. Membership
ARTICLE IV. Officers and Council
ARTICLE V. Standing Committees
ARTICLE VI. Membership Dues
ARTICLE VII. Finances
ARTICLE VIII. Publications
ARTICLE IX. Meetings
ARTICLE X. Society Sections and Affiliations
ARTICLE XI. Regulations
ARTICLE XII. Indemnification
ARTICLE XIII. Amendments

Bylaws

ARTICLE I: Name

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

ARTICLE II: Purpose

The purpose of the Society 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 in 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 advance of physiology shall be eligible for honorary membership in the Society, subject to Council 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) post-doctoral 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. A quorum for meetings of the members shall be five percent (5%) of the voting members. 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. Proxy voting by voting members shall not be permitted. Where and in the manner authorized by the Council, 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 as a meeting held in person. Where and in the manner authorized by the Council, and to the extent permitted by law, any person participating in a meeting of the voting members may participate by means of conference telephone 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 Council. A member may be terminated for nonpayment of membership dues in accordance with policies established by the Council. Such termination shall not relieve the member from other financial obligations that may exist. A member may be expelled by the Council 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 Council's decision.

ARTICLE IV. Officers and Council

SECTION 1. Council. The governance and fiduciary oversight of the Society shall be vested in a Council consisting of the President, the President-Elect, the Immediate Past President, the Secretary/Executive Director 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 reelection except those who have served for two years or less in filling interim vacancies.

A quorum for meetings of the Council shall be a majority of elected voting members of Council. 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 Councillors present at a meeting at which a quorum is present shall be the act of the Council.

Each Councillor 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 Council may be taken without a meeting if all of the Councillors consent in writing through electronic mail, fax, or mail authorizing the action (“unanimous written consent”). The written consents of the Councillors shall be filed with the minutes of proceedings of the Council. A unanimous written consent has the effect of action taken at a meeting of the Council and may be described as such.

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

The Chairpersons of the Publications Committee, the Finance Committee, the Joint Program Committee, the CPE Advisory Board, the Science Policy Committee, Diversity, Equity & Inclusion 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 Chapter Advisory Committee, Committee on Committees, Joint Program 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, 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 assume the duties of the President in the President’s absence.

b. Immediate 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, together with the Executive Director.

c. Secretary. The Executive Director shall serve as Secretary of the Society.

SECTION 4. a. Nomination of Officers. The Nominating Committee shall nominate officers and Councillors at a meeting held in conjunction with the Fall Council Meeting. Nominees for President-Elect must have previously served on Council, either as an elected Councillor or an ex officio committee chair.

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 Nominating Committee shall select a diverse slate from candidates nominated by the Society membership. The Nominating Committee shall make two nominations for the office of President-Elect and six nominations for Councillor. The Immediate Past President may cast a tie-breaking vote when needed.

c. Election of Officers. Election of the President-Elect and members of Council 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 officers shall take office at the close of Annual Meeting.

SECTION 5. Any officer or Councillor, or appointed committee chair may be removed by two-thirds vote of the Council, with the Councillor proposed to be removed not voting, and if that Councillor is 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 Council, and final written notice of the Council’s decision.

SECTION 6. 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 principal office of the Society under general oversight 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. The President, President-Elect, Immediate Past President, Executive Director and Chief Publishing Officer shall be ex officio members of the Publications Committee without vote. The Chief Publishing Officer shall serve as staff liaison. The Committee shall have the power to appoint editors for the Society's journals.

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. The Immediate Past President shall serve as a voting member of the Finance Committee. The President-Elect, President, Executive Director, and the Chairperson of the Publications Committee shall be ex officio members of the Finance Committee, without vote. The Chief Operating Officer shall serve as staff liaison to the committee.

SECTION 3. Joint Program Committee. A Joint Program Committee composed of at least one representative from each section and interest group 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, Chief Science Officer, and Section Advisory Committee Chair shall be ex officio members, 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. 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 5. Diversity, Equity & Inclusion Committee.  A Diversity, Equity & Inclusion Committee is composed of at least seven members of the Society, including a trainee member who is a second-year Porter Fellow at the time of the appointment, and is designated by Council on recommendation by the Committee on Committees. The Committee is charged with ensuring that the Society continuously strive to create an environment in which all individuals are encouraged to join, thrive and lead regardless of race, color, age, gender, sexual orientation, gender identity, disability or marital status. The term of each member of the Diversity, Equity & Inclusion Committee shall be three years; a. member may not serve more than two consecutive terms. The Chair of the Committee, who shall be an ex officio member of the Council, without vote, shall be designated by the Council.

SECTION 6.  The Center for Physiology Education Advisory Board.  The Center for Physiology Education Advisory Board is composed of 10 appointed voting members of the Society, plus four ex officio members, one of whom will be a voting member. The chair will be selected for one, non-renewable, three-year term by the APS executive cabinet, approved by the APS Council and who shall be an ex officio member of the Council, without vote. The chair of the Teaching Section will serve as an ex officio voting member. The editor of Advances in Physiology Education, the past-president and the executive director of APS will serve as non-voting ex officio members of the Advisory Board. The Advisory Board is charged with shaping the strategic direction of the Center; providing feedback to staff for the development and curation of resources to meet the objectives of the Center; and promoting the interests of physiology educators with APS, and more broadly.

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. 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 Council 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 and application to Council, he/she shall be reinstated at the next meeting by vote of the Council.

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 his/her former membership status, except voting privileges.

ARTICLE VII. Finances

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.

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 CPA auditing firm.

SECTION 5. Bonding. All persons having signatory powers for the funds of the Society shall be bonded.

ARTICLE VIII. Publications

SECTION 1. The official publications of the Society shall be the American Journal of Physiology, the Journal of Applied Physiology, Physiological Reviews, the Journal of Neurophysiology, Advances in Physiology Education, Physiological Genomics, Physiological Reports, Physiology, Comprehensive Physiology, The Physiologist Magazine, and such other publications as the Society may own, co-own or create. All peer-reviewed journals shall be under the jurisdiction and management of the Publications Committee unless otherwise designated by the Council. The names of the journals 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. 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 Council may be held at such times and places as the Council may determine.

SECTION 3. Quorum. At all business meetings of the membership, five percent (5%) of the voting members shall constitute a quorum.

SECTION 4. Parliamentary Authority. The rules contained in Robert’s 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; and 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 that advance the mission, goals and strategic plan of the Society.

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. 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; 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 Executive Director, as determined by the Council.

SECTION 3. 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 comparable tax-exempt purposes as the Society under Internal Revenue Code Section 501(c)(3).

ARTICLE XII. Indemnification

Councillors, officers, and employees are hereby indemnified by the Society to the fullest extent permitted by law.

ARTICLE XIII. Amendments

SECTION 1. Presentation. Amendments to these Bylaws must first be approved by the Council. Following approval by Council, amendments will be publicized to allow members to discuss the amendment by electronic discussion board 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 after approval by a majority of the dues-paying members who vote, presuming a quorum is present.

(Revised, July 2019, June 2021)