ASM Bylaws

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ASM bylaws
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  ASM BYLAWS On October 31, 2015, the Council Policy Committee (CPC) unanimously approved a motion to revise the Bylaws and incorporate the ASM Constitution into the Bylaws. CPC approved/amended the ASM Bylaws, thereby joining the two documents together. The Proposed ASM Bylaws now incorporate the ASM Constitution, leading to a single combined document. Based on emerging not-for-profit best practices for Bylaws modernization, the proposed ASM Bylaws were drafted in total, rather than editing the existing bylaws piecemeal. The draft Bylaws were then further reviewed after incorporation of edits from legal counsel. The frame of the new document is drawn and adapted from exemplary Bylaws from other scientific societies. As is common practice in nonprofits today, the Bylaws are designed to stand the test of time by including fundamental elements, with much of the detail about how activities occur being explained in a policy document, which is a living document. This shift of detail to policy will allow the fundamentals to remain relatively unchanged, while the means of implementing those fundamentals can be adapted as needed. A draft of the proposed Policy and Procedure Manual, together with the final Bylaws, was  presented to CPC at the April 16, 2016 meeting. CPC voted unanimously to approve the Bylaws and, in principle, the Policy and Procedure Manual. On June 19, 2016, the Council, which includes Officers, Board Chairs, and Branch and Division representatives, met during the ASM Microbe 2016 meeting in Boston and unanimously approved the new draft Bylaws and Articles of Incorporation. Draft Text of Bylaws Article I. Name The name of the Society shall be the American Society for Microbiology (ASM), referred to as the Society. Article II. Purpose The purposes of the Society are educational and scientific endeavors, and no other. Article III. Membership Section 1. Members.  The Board of Directors (BOD) establishes categories of membership and determines the dues to be paid by each category. All members of ASM in good standing may vote in elections, for amendment of the Articles of Incorporation, or Bylaws, and for such other matters as submitted to the membership for vote by the BOD. The BOD shall determine the qualifications for each category of membership, as described in the Policy and Procedures Manual, as amended from time to time.   Article IV. Meetings   Section 1. Annual Meeting of the Membership.  The Society membership shall meet annually at a place and time designated by the Board of Directors. The Board of Directors may also call special meetings of the membership.  Section 2. Notice of Meetings . The Chief Executive Officer (CEO) shall notify members of the date, time, and place for the Annual Meeting of the Membership, or for special meetings. In case of a special meeting, the purpose of the meeting must be clearly indicated in the  meeting notice. Such notice of the Annual Meeting of the Membership or special meetings shall be distributed no less than 10 days and no more than 60 days prior to the date of the meeting. Section 3. Quorum. The quorum requirement for any meeting of the membership is five  percent of the total membership present in person or represented by proxy. The affirmative vote of a majority of the members entitled to vote who are present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by governing law, the Articles of Incorporation, or these Bylaws. Voting by members shall also be allowed by mail, e-mail, or electronic means. Article V. Officers Section 1. The Presidential Officers.  The President shall be Chair of the Board of Directors and preside at meetings of the Board of Directors and at annual and special meetings of the Membership. The President shall be responsible for ensuring the execution of the policies determined by the Board of Directors and shall act as primary spokesperson for the Society. The Past President and the President-Elect shall assist the President, shall be voting members of the Board of Directors and ex-officio members of the Council on Microbial Sciences (COMS) without voting rights, and shall substitute for the President in the absence of the President. The President-Elect shall take precedence over the Past President in substituting for the President.  Section 2. Election and Succession of Presidential Officers.  The President-Elect shall be elected annually for a term of one year by a vote of eligible members of the Society. Election shall be by simple plurality of votes received from the Membership. The President-Elect shall assume office on 1 July following the election. At the same time, the previous President-Elect shall become President and the previous President shall become Past-President. Former Presidential Officers shall not be eligible for reelection to the office of President. Section 3. The Secretary.  The Secretary shall assist the President and shall oversee the accurate and faithful recording of the minutes of all meetings of the Board of Directors and the Meetings of the Membership. The Secretary shall be elected by a    plurality of votes received from the Membership. The Secretary shall assume office on 1 July following the election. The Secretary may serve up to two 3-year terms. Section 4. The Treasurer.  The Treasurer shall be responsible for overseeing all moneys and valuable effects in the name and to the credit of the Society and for overseeing full and accurate accounting of receipts and disbursements. The Treasurer shall render to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of the financial transactions and status of the Society. Election shall be on the basis of a  plurality of votes received from the Membership. The Treasurer shall assume office on 1 July following the election. The Treasurer may serve up to two 3-year terms. Section 5. Vacancies.  A vacancy in the office of President shall be filled by the President-Elect or the Past President, with the President-Elect taking precedence over the Past President. A vacancy in the office of the Secretary or Treasurer shall be filled ad interim  by one of the members of the Board of Directors until the next regular election, unless a Secretary or Treasurer designate has already been elected by the membership, in which case the elected  individual will take office at the moment of the vacancy and will serve the remainder of the current term and the term to which he or she was elected. Article VI. Board of Directors.   Section 1. Board of Directors.  The Society's affairs shall be conducted by a Board of Directors (BOD) consisting of no fewer than 14 and no more than 18 Directors, including the CEO, who is an ex officio  member without a vote. It will be comprised of the 5 Officers— President, President-Elect, Past President, Treasurer, and Secretary—as well as a minimum of 8 and a maximum of 12 at-large Directors, all of whom will be elected by a simple  plurality of votes received from the Membership, with the exception of two at-large Directors who are members of the Council on Microbial Sciences, and who will be elected  by the Council on Microbial Sciences. All elected members of the Board of Directors shall  be entitled to one vote each. Section 2. Duties.  The function of the Board of Directors is to set the strategic direction and uphold the objectives of the Society, authorize policy matters, direct fiduciary, legal, and  business decisions, and hire, oversee, and work in partnership with the CEO. Section 3. Quorum.  A quorum of the Board of Directors shall consist of a simple majority of the total number of Board members then in office with voting rights. Section 4. Meetings.  The Board of Directors shall meet at least three times per year, with at least one in-person meeting. Meetings may be conducted in person or by any means of communication by which all Directors participating may simultaneously hear each other during the meeting. Action may be taken without a meeting of the Board if all Directors consent to the proposed action in writing. Section 5. Voting at meetings. The act of the majority of the members of the BOD present at a meeting, at which a quorum is present, shall be the act of the BOD unless a different  proportion is specified by these Bylaws, the Articles of Incorporation, or governing law. Any or all Directors may participate in a meeting of the BOD by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. The BOD may not participate in a meeting by proxy. Section 6. Action without a meeting. Any action required or permitted to be taken at a meeting of the BOD may be taken without a meeting if a unanimous written consent which sets forth the action so taken is (1) signed by each member of the BOD and (2) filed with the minutes of proceedings of the BOD. Such consent may be given electronically.  Section 7. Election of Directors.  Directors shall be elected for a 3-year term. Directors shall only serve a maximum of two terms unless they are elected to be an Officer of the Society. Directors will serve staggered terms. An election will be held each year to fill vacating terms. Newly elected Directors shall assume office on 1 July following election unless filling a vacancy. Directors are required to  be Members of the Society in good standing. Candidates for all Director positions will be selected by the Nominations Committee, with write-in candidates allowed. Section 8. Removal. The Members may remove any Director elected by them for cause as  provided in the District of Columbia Nonprofit Corporations Act. The Members may remove any Director who fails to attend three consecutive meetings of the BOD. The two at-large Directors who are elected by the Council on Microbial Sciences may be removed only  by that body.  Section 9. Vacancies.  Any vacancy on the Board of Directors with respect to an elected Director may be filled by vote of the Board for the remainder of such Director’s term. Article VII. Council on Microbial Sciences   Section 1. Council. The Society's scientific affairs shall be conducted through a Council on Microbial Sciences (COMS) consisting of elected Councilors from Branches and Divisions/Special Interest Groups (SIGS), at-large Councilors elected by the membership, and Program Chairs, all having one vote each, provided that they are in good standing with ASM. Officers, the Chair of the American Academy of Microbiology Board of Governors, and the CEO serve on the COMS as ex officio  members without a vote. The Chair of the Council on Microbial Sciences will be elected from the Council on Microbial Sciences and serve a 1-year term. The Council on Microbial Sciences will elect a Vice Chair, who will serve a 1-year term. This position does not automatically ascend to the  position of the Chair of the Council on Microbial Sciences.  Section 2. Duties.  The function of the Council on Microbial Sciences is to support the work of ASM by prioritizing the scientific focus of the Society, identifying the upcoming opportunities in microbial sciences and scientific trends to ensure effective programs and scientific activities that benefit the members and the scientific community at large. Section 3. Quorum.  A quorum of the Council on Microbial Sciences shall consist of a majority of the total number of voting Council members then in office. Section 4. Meetings. The Council on Microbial Sciences shall meet at least one time per year in person and at other times and places as is deemed necessary. Meetings may be conducted in person or by telephone or other form of electronic communication. The Council on Microbial Sciences may also conduct business by mail or e-mail. Section 5. Election of Councilors.  The Council on Microbial Sciences Councilors shall be elected for a 3-year term, renewable once, and may not continue to serve unless they are elected to serve as Chair of the Council on Microbial Sciences. Councilors will serve staggered terms. An election will be held each year to fill vacating terms. Newly elected Councilors shall assume office on 1 July following election. Councilors are required to be Members of the Society in good standing. The composition of Councilors and the balance of representation will be reviewed and determined by the Council on Microbial Sciences every five (5) years. Councilors from Branches and Divisions/SIGS will be elected in a manner consistent with ASM policy. Council members-at-large will be nominated by the ASM Nominating Committee. Section 6. Committees of the Council on Microbial Sciences. Committees of the Council on Microbial Sciences can be created and populated by processes identified in policies established by the Council on Microbial Sciences. While the BOD is responsible for procedures on governance and the CEO is responsible for operations, the Council on Microbial Sciences may adopt and amend Policies and Procedures related to the scientific interest of the Society, provided that such Policies and Procedures shall not be inconsistent with the Articles of Incorporation or Bylaws of the Society.
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