AMERICAN ASSOCIATION OF PHARMACEUTICAL ... - AWS
AMERICAN ASSOCIATION OF PHARMACEUTICAL SCIENTISTS BYLAWS Approved February 2018August 2013 ARTICLE I. NAME The name of this organization shall be the American Association of Pharmaceutical Scientists (AAPS).
ARTICLE II. PURPOSES The primary purpose of AAPS (hereinafter the Association) is to serve its membership, the pharmaceutical sciences as a whole, the biomedical and biotechnological communities, the health professions, and the public interest by: Providing a forum for the interchange of scientific knowledge in the pharmaceutical sciences; Acting as a resource in forming public policy relevant to the pharmaceutical sciences and related issues of public concern; Promoting the pharmaceutical sciences; Providing for recognition of individual achievement; and Fostering career growth and the development of members. The Association seeks worldwide advancement and dissemination of knowledge related to pharmaceutical science, including among other subjects: discovery, design, analysis, development, production, quality control, safety and clinical evaluation, regulation, distribution and utilization of drugs and drug delivery systems. Toward fulfillment of its primary purpose, the Association encourages high standards of education in the pharmaceutical sciences, the health professions, and in related academic disciplines. Further, the Association serves an advocacy role for the pharmaceutical sciences, promotes the economic vitality of the pharmaceutical sciences and scientists and represents the interests of pharmaceutical science among the health professions.
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
ARTICLE III. MEMBERSHIP Section 1. Members. A. Any individual who supports the objectives of the AssociationAAPS and is willing to contribute to the achievement of those objectives is eligible for membership. The Executive CouncilBoard of Directors may establish member categories, for example student members, as it deems necessary or desirable in furtherance of the AssociationAAPS purposes. A.B. Applications for membership shall be in writing and shall be submitted to the Executive Director for consideration in accordance with procedures established by the Board of Directors. Section 2. Membership Categories There shall be three categories of membership: Regular member, Full time graduate/undergraduate student, and Postdoctoral Fellows. Members in all categories shall have all of the privileges of membership, including the right to vote and hold office. Members in all categories shall pay dues, fees and assessments as determined by the Board of Directors. The Board of Directors may establish or rescind different categories as necessary. Any member who is deemed to have made a meritorious contribution to the advancement of science may be elected a Fellow of the Association by the Executive Council. Section 3. Honorary Members. Any individual may be granted honorary membership by the Executive Council. Honorary members shall have no voting rights and may not hold office in the Association. Section 4. Admission to Membership. Any individual shall be admitted to membership in the Association upon completion of administrative processing of any required application accompanied by the payment of required dues. Section 35. Membership Benefits and Services. Membership benefits and services shall be those established from time to time by the Executive CouncilBoard of Directors. The Executive CouncilBoard of Directors may add, delete, or adjust membership benefits and services by member category as it deems necessary or desirable in furtherance of the AssociationAAPS purposes including the ability of a member category to vote or hold elected office. Members shall not have the right of proxy voting but shall have the right to vote by methods approved by the Executive CouncilBoard of Directors, accessible and available to members, and permitted by applicable law on all matters as to which they have the right to vote. Section 46. Termination of Membership. A. Any member may voluntarily terminate membership by written notice to the AssociationAAPS. B. The AssociationAAPS may terminate the membership of any member for failure to pay required dues or violation of standards of membership conduct adopted by the Board of Directors. Such terminations of membership shall be effective at the convenience of the AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
AssociationAAPS in accordance with procedures established by the Executive CouncilBoard of Directors, and shall terminate the right of any member to all membership benefits and services. A.C. A Member whose membership is terminated for any reason shall be responsible for the payment of all unpaid dues, fees and assessments. ARTICLE IIIV. AFFILIATED ORGANIZATIONS Section 1. Organizations that meet the criteria which shall have been established by the Executive Council may be elected designated by the CouncilBoard of Directors as AAPS Affiliates of the Association. AAPS Affiliates shall have such privileges and obligations as the CouncilBoard of Directors may determine. ARTICLE IV. OFFICERS Section 1. Officers. Association AAPS officers shall be the President, President-elect, Treasurer, Immediate Past President, and the Executive Director. The President, President-elect, Treasurer, and Immediate Past President shall be AAPS members.All elected (as noted above) officers shall be members of the Association. Section 2. President. The President shall be Chair of the Executive CouncilBoard of Directors and Chief Executive Officer of the Association. The President shall appoint the Chairs of standing and special committees with the approval of the Executive Council, and perform such other duties as may be assigned by the Executive CouncilBoard of Directors. The President shall progress to the position of Immediate Past President upon completion of the term as President. Section 3. President-elect. The President-elect shall perform the duties of the President in the absence of the President, and shall perform such other duties as may be assigned by the Executive CouncilBoard of Directors. The President-elect shall progress to the position of President upon completion of the term as President-elect. Section 4. Treasurer. The Treasurer shall serve as the Association’s Chief Financial Officer, shall review the financial records periodically, recommend financial policy, and report to the Executive CouncilBoard of Directors at specified times annually. The Treasurer shall oversee the financial activities of the Executive Director who shall be responsible for the day to day financial operation and budgeting of AAPS. Section 5. Immediate Past President.
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
The Immediate Past President shall perform such duties as may be assigned by the Executive CouncilBoard of Directors. Section 6. Executive Director. The Executive Director shall serve as the Administrative Officerchief business officer of the AssociationAAPS and shall be appointed and employed by the AssociationAAPS on such terms and conditions as are approved by the Executive CouncilBoard of Directors. This individual shall act as Corporate Secretary and will perform such duties as may be assigned by the Executive CouncilBoard of Directors. The Executive Director shall be responsible for working with the Treasurer in the administration of AAPS finances and budgeting processes. Section 7. Term of Office. The elected officers, except for the Treasurer, shall serve for a term of one (1) year and shall serve until their successors have been duly elected and installed. The Treasurer shall serve for a term of three (3) years and may be re-elected for one additional three (3) year term. No elected officer except for the Treasurer as provided herein shall serve more than one (1) term in the same office. ARTICLE VI. EXECUTIVE COUNCILBOARD OF DIRECTORS Section 1. Composition. The Executive CouncilBoard of Directors shall consist of the elected officers, and five (5) elected members-at-large, and the Executive Director, who shall service in an ex-officio capacity without a vote, and shall not be counted for the purpose of establishing a quorum. All members of the Executive CouncilBoard of Directors, except for the Executive Director, shall be members of the AssociationAAPS. In these Bylaws, the term Director refers to any elected member of the Board of Directors. Section 2. Duties and Authority. The Executive CouncilBoard of Directors shall serve as the corporate board of directors and shall be responsible for the governance general supervision and management of AssociationAAPS affairs, including, but not limited to, any specific duties stated in these Bylaws. It shall determine AssociationAAPS policy and shall oversee and approve all AssociationAAPS programs and activities. Section 3. Board of Directors Meetings.Quorum. A majority of the voting members of the Executive Council shall constitute a quorum for the transaction of business. A. The Board of Directors shall meet at least annually at whatever time and place it selects, and at any other times as is needed. B. Board of Directors meetings may be called by the Chair, or by a written request of four or more Directors sent to the Executive Director. C. The Executive Director shall provide the Directors with at least seven (7) days noticedays’ notice of all regular and special Board of Directors meetings. D. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
which all Directors participating may simultaneously communicate with each other during the meeting. A Director participating in a meeting by this means shall be considered to be present in person at the meeting. E. The presence of a simple majority of all Directors shall constitute a quorum. When a quorum is present, a majority of Directors present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Voting by mail, telephone and electronic mail is permitted. Section 4. Executive Council Voting Other than at a Meeting. Any question which might be decided by vote taken at any Executive Council meeting may be decided by vote taken by methods approved by the Executive Council, accessible and available to its members, and permitted by applicable law, provided however, that any such vote must be ratified by the Executive Council at its next subsequent meeting. Section 54. Term of Office. The five (5) members-at-large each shall serve staggered terms of three (3) years, until their successors are elected and installed. No individual shall serve more than one (1)two (2) consecutive terms as a member-at-large. Section 65. Removal. The Executive Council may by a two-thirds vote of its members remove any officer or Council member from office who is guilty of neglect of duty, improper conduct, a violation of these Bylaws, or other causes. Prior to voting on an expulsion the Council shall provide the member or officer with written notice of the reasons for the expulsion and an opportunity to appear before the Council for a due and proper hearing. A Director may be removed for adequate reason by a two-thirds vote of the remaining Directors. No less than thirty (30) days prior to the date that the removal vote is to be taken, the Director shall be provided written notice of the reason for removal, and given the opportunity to answer the charges in writing if the vote is to be taken by mail or email, or in person if the vote is to be taken at a regular or special meeting of the Board of Directors.
ARTICLE VII. ADVISORY BOARD Section 1. The Advisory Board shall be comprised of the five (5) Past Presidents who most recently completed terms as Immediate Past President on the Executive Council. The Advisory Board shall advise the Executive Council with regard to long-range planning and policy matters. ARTICLE VIII. ELECTIONS Section 1. Nominations. AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
The President Board of Directors shall appoint a Committee on Nominatingons Committee which shall nominate at least two (2) candidatesindividuals for President-elect, for each member-at-large of the Executive CouncilBoard of Directors to be elected and for Treasurer when necessary. The Committee on Nominations shall be chaired by the Past President who has most recently served as Immediate Past President on the Executive Council and, in addition to the Chair, shall consist of the Chairs of all Association Sections. Appointments to the Nominating CommitteeAdditional nominations may be made from by petition according to procedures established by the Executive CouncilBoard of Directors. Section 2. Election Schedule and Procedures. The President-elect, Treasurer, and the members-at-large of the Executive CouncilBoard of Directors shall be elected by a vote ballot of the entire voting membership. The vote shall be conducted according to a schedule and procedures established by the Executive CouncilBoard of Directors. Elections may be conducted using by any method approved by the Executive CouncilBoard of Directors, accessible and available to members, and permitted by these Bylaws and applicable law. Section 3. Installation. The President-elect, upon completion of a one-year term shall be installed in the office of President. Other individuals elected under this article shall be installed according to procedures established by the Executive Council. The installation of all individuals elected under this article shall occur in accordance with a schedule established by the Executive Council. Newly elected Directors and Officers shall be installed at the annual meeting of the members and shall begin their term at the conclusion of the annual meeting. Section 4. Vacancies. A vacancy in the office of the President shall be filled by the President-elect, or should the office of the President-elect also be vacant, then by the longest serving member-at-large. The Executive CouncilBoard of Directors will vote to select from among the longest serving member-at-large should there be more than one member-at-large having the same length of service as another member-at-large. A vacancy for any other Executive CouncilBoard of Directors officer or member-at-large shall be filled on a pro tem basis by an AssociationAAPS member appointed by the President with the approval of the Executive CouncilBoard of Directors. Any AssociationAAPS member so appointed shall serve until a successor is duly appointed or elected and is installed for a regular term as provided by these Bylaws. ARTICLE IXVII. COMMITTEES Section 1. Committees. The President shall appoint, with the approval of the Executive CouncilBoard of Directors shall appoint, the Chairs of such standing or special committees, task teams, or other working units as may be deemed necessary or desirable by the Executive CouncilBoard of Directors. Committees, task teams, or other working units shall have such number of members and such duties and authority as the Executive CouncilBoard of Directors may establish from time to time. The composition of the committee and terms for committeeunits and their members will be determined in their Committee Charters, which shall be approved by the Board of Directors. AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
The Board of Directors may dissolve committees, task forces, or working units that are no longer needed. Section 2. Quorum. A majority of the members of any committee, task team or other working unit shall constitute a quorum for the transaction of business.
Section 3. Committee, Task Team or Working Unit Voting Other than at a Meeting. Any question which might be decided by vote taken at any committee meeting may be decided by vote taken by mail, FAX, email, or telephone or other means as approved by the Board of Directorsballot. ARTICLE X. SECTIONS The Executive Council may establish such Association sections as it may deem necessary or desirable to serve particular member interests or needs. Subject to the approval of the Executive Council, each section may establish rules and procedures including, but not limited to, those for membership, organizational structure, election of officers, programs, and funding consistent with guidelines provided by the Executive Council. Section membership shall, in all cases, be open to all Association members. ARTICLE XVIII. OTHER MEMBER GROUPS The Executive CouncilBoard of Directors may establish such other member groups, including, but not limited to, discussion groups, focus groups, student chapters, and task forces, as it may deem necessary or desirable to serve particular member interests or needs. Each such organizational component shall conduct such activities and/or programs, and in conformance with policies established by the Executive CouncilBoard of Directors. Membership in each such member group, except a student chapter, shall in all cases be open to all Association members. Membership in a student chapter shall be open only to undergraduate students, graduate students or postdoctoral students in an institution of higher education.
ARTICLE IXII. MEETINGS Section l. Annual MeetingScheduled Meetings. The AssociationAAPS shall schedule at least one Nnational meeting of the membership annually to be held at such time and place as approved by the Executive CouncilBoard of Directors. AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
Section 2. Special Meetings. The AssociationAAPS may hold such special meetings as shall be approved by the Executive CouncilBoard of Directors. The time and place, program and order of business for each special meeting shall be approved by the Executive CouncilBoard of Directors. Section 3. Electronic Meetings. An annual or special meeting of the members may be held by means of the internet or other electronic communication technology provided that the technology permits the members to have the opportunity to read or hear the proceedings concurrently with their occurrence, pose questions, make comments, and vote on matters submitted to the members. Section 4. Notice The Executive Director shall provide all voting members with at least fourteen (14) days noticedays’ notice of the Annual Meeting and special meetings of the membership. Notice may be given by mail or electronic communication.
ARTICLE XIII. FINANCES Section 1. Source of Funds. Funds for Association activities shall be obtained from dues and any other sources approved by the Executive Council. Section 21. Budget. The Executive Director and the Treasurer shall prepare jointly an annual fiscal year budget to be submitted to the Executive CouncilBoard of Directors for review and approval. no later than its last meeting held prior to the fiscal year for which the budget is submitted. The Association’s fiscal year shall be determined by the Executive Council, with a recommendation from the Finance Committee, and in compliance with all legal and federal regulations and association management best practices. Section 32. Dues. AssociationAAPS dues shall be established by the Executive CouncilBoard of Directors. Section 4. Financial and Investment Policy. The financial and investment policy of the Association shall be established from time to time by the Executive Council with the advice of the Treasurer, Executive Director, and such other financial advisors as the Executive Council may deem necessary or desirable. Investments shall not be restricted to those approved by law by the District of Columbia or any other jurisdiction. Section 53. Financial Administration. The Treasurer, with the assistance of the Executive Director, shall be responsible for the continuing administration of the AssociationAAPS's financial affairs. The Executive Council
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
shall approve any bank intended to serve as a repository of Association assets and a public accounting firm which shall be retained to conduct an annual audit of Association's accounts. ARTICLE XIV. PARLIAMENTARY AUTHORITY AND PRECEDENCE Section 1. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall serve as the parliamentary authority for the conduct of all AAPS official business.govern the Association in all cases to which they are applicable. Section 2. Precedence. In any case of conflict between these Bylaws and any parliamentary authority or other rules or procedures, these Bylaws shall prevail. All such apparent conflicts shall be resolved by the Executive CouncilBoard of Directors whose decisions shall be binding on all interested parties. ARTICLE XIIV. INDEMNIFICATION The AssociationAAPS shall indemnify any Executive CouncilBoard of Directors member, officer committee chair or employee, against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceedings in which such person is made party by reason of being or having been such Executive CouncilBoard of Directors member, officer, committee chair or employee, except in relation to matters as to which the officer, CouncilBoard of Directors member, committee chair or employee shall have been adjudged to be liable for negligence or willful misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Executive CouncilBoard of Directors member or officer or employee may be entitled, under any Bylaw, agreement, and vote of the Board of Directors or members or otherwise. ARTICLE XVIII. AMENDMENTS Each proposed amendment of these Bylaws, with the advice of counsel and the approval of the Executive CouncilBoard of Directors, shall be submitted by ballot to all AssociationAAPS members entitled to vote. Ballots may be in whatever form is deemed by the Executive CouncilBoard of Directors to facilitate the voting procedure. Executed ballots must be received by the AssociationAAPS by the date and time indicated on the ballots to be included in the vote tally. A proposed amendment of these Bylaws shall become effective upon receiving a two-thirds (2/3) positive majority of votes cast. ARTICLE XIVII. NOTICE Section 1. Previous Notice. Any previous notice required to be provided a Mmemberany member of the Association may be given by placing the notice in a print or digital publication regularly AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
provided the member entitled to notice, or by mailing or emailing the notice to each member entitled to notice at the member's address then indicated in the membership records of the AssociationAAPS. Previous notice provided by either method shall be deemed conclusively to be actual notice to members.
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
ARTICLE II. PURPOSES The primary purpose of AAPS (hereinafter the Association) is to serve its membership, the pharmaceutical sciences as a whole, the biomedical and biotechnological communities, the health professions, and the public interest by: Providing a forum for the interchange of scientific knowledge in the pharmaceutical sciences; Acting as a resource in forming public policy relevant to the pharmaceutical sciences and related issues of public concern; Promoting the pharmaceutical sciences; Providing for recognition of individual achievement; and Fostering career growth and the development of members. The Association seeks worldwide advancement and dissemination of knowledge related to pharmaceutical science, including among other subjects: discovery, design, analysis, development, production, quality control, safety and clinical evaluation, regulation, distribution and utilization of drugs and drug delivery systems. Toward fulfillment of its primary purpose, the Association encourages high standards of education in the pharmaceutical sciences, the health professions, and in related academic disciplines. Further, the Association serves an advocacy role for the pharmaceutical sciences, promotes the economic vitality of the pharmaceutical sciences and scientists and represents the interests of pharmaceutical science among the health professions.
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
ARTICLE III. MEMBERSHIP Section 1. Members. A. Any individual who supports the objectives of the AssociationAAPS and is willing to contribute to the achievement of those objectives is eligible for membership. The Executive CouncilBoard of Directors may establish member categories, for example student members, as it deems necessary or desirable in furtherance of the AssociationAAPS purposes. A.B. Applications for membership shall be in writing and shall be submitted to the Executive Director for consideration in accordance with procedures established by the Board of Directors. Section 2. Membership Categories There shall be three categories of membership: Regular member, Full time graduate/undergraduate student, and Postdoctoral Fellows. Members in all categories shall have all of the privileges of membership, including the right to vote and hold office. Members in all categories shall pay dues, fees and assessments as determined by the Board of Directors. The Board of Directors may establish or rescind different categories as necessary. Any member who is deemed to have made a meritorious contribution to the advancement of science may be elected a Fellow of the Association by the Executive Council. Section 3. Honorary Members. Any individual may be granted honorary membership by the Executive Council. Honorary members shall have no voting rights and may not hold office in the Association. Section 4. Admission to Membership. Any individual shall be admitted to membership in the Association upon completion of administrative processing of any required application accompanied by the payment of required dues. Section 35. Membership Benefits and Services. Membership benefits and services shall be those established from time to time by the Executive CouncilBoard of Directors. The Executive CouncilBoard of Directors may add, delete, or adjust membership benefits and services by member category as it deems necessary or desirable in furtherance of the AssociationAAPS purposes including the ability of a member category to vote or hold elected office. Members shall not have the right of proxy voting but shall have the right to vote by methods approved by the Executive CouncilBoard of Directors, accessible and available to members, and permitted by applicable law on all matters as to which they have the right to vote. Section 46. Termination of Membership. A. Any member may voluntarily terminate membership by written notice to the AssociationAAPS. B. The AssociationAAPS may terminate the membership of any member for failure to pay required dues or violation of standards of membership conduct adopted by the Board of Directors. Such terminations of membership shall be effective at the convenience of the AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
AssociationAAPS in accordance with procedures established by the Executive CouncilBoard of Directors, and shall terminate the right of any member to all membership benefits and services. A.C. A Member whose membership is terminated for any reason shall be responsible for the payment of all unpaid dues, fees and assessments. ARTICLE IIIV. AFFILIATED ORGANIZATIONS Section 1. Organizations that meet the criteria which shall have been established by the Executive Council may be elected designated by the CouncilBoard of Directors as AAPS Affiliates of the Association. AAPS Affiliates shall have such privileges and obligations as the CouncilBoard of Directors may determine. ARTICLE IV. OFFICERS Section 1. Officers. Association AAPS officers shall be the President, President-elect, Treasurer, Immediate Past President, and the Executive Director. The President, President-elect, Treasurer, and Immediate Past President shall be AAPS members.All elected (as noted above) officers shall be members of the Association. Section 2. President. The President shall be Chair of the Executive CouncilBoard of Directors and Chief Executive Officer of the Association. The President shall appoint the Chairs of standing and special committees with the approval of the Executive Council, and perform such other duties as may be assigned by the Executive CouncilBoard of Directors. The President shall progress to the position of Immediate Past President upon completion of the term as President. Section 3. President-elect. The President-elect shall perform the duties of the President in the absence of the President, and shall perform such other duties as may be assigned by the Executive CouncilBoard of Directors. The President-elect shall progress to the position of President upon completion of the term as President-elect. Section 4. Treasurer. The Treasurer shall serve as the Association’s Chief Financial Officer, shall review the financial records periodically, recommend financial policy, and report to the Executive CouncilBoard of Directors at specified times annually. The Treasurer shall oversee the financial activities of the Executive Director who shall be responsible for the day to day financial operation and budgeting of AAPS. Section 5. Immediate Past President.
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
The Immediate Past President shall perform such duties as may be assigned by the Executive CouncilBoard of Directors. Section 6. Executive Director. The Executive Director shall serve as the Administrative Officerchief business officer of the AssociationAAPS and shall be appointed and employed by the AssociationAAPS on such terms and conditions as are approved by the Executive CouncilBoard of Directors. This individual shall act as Corporate Secretary and will perform such duties as may be assigned by the Executive CouncilBoard of Directors. The Executive Director shall be responsible for working with the Treasurer in the administration of AAPS finances and budgeting processes. Section 7. Term of Office. The elected officers, except for the Treasurer, shall serve for a term of one (1) year and shall serve until their successors have been duly elected and installed. The Treasurer shall serve for a term of three (3) years and may be re-elected for one additional three (3) year term. No elected officer except for the Treasurer as provided herein shall serve more than one (1) term in the same office. ARTICLE VI. EXECUTIVE COUNCILBOARD OF DIRECTORS Section 1. Composition. The Executive CouncilBoard of Directors shall consist of the elected officers, and five (5) elected members-at-large, and the Executive Director, who shall service in an ex-officio capacity without a vote, and shall not be counted for the purpose of establishing a quorum. All members of the Executive CouncilBoard of Directors, except for the Executive Director, shall be members of the AssociationAAPS. In these Bylaws, the term Director refers to any elected member of the Board of Directors. Section 2. Duties and Authority. The Executive CouncilBoard of Directors shall serve as the corporate board of directors and shall be responsible for the governance general supervision and management of AssociationAAPS affairs, including, but not limited to, any specific duties stated in these Bylaws. It shall determine AssociationAAPS policy and shall oversee and approve all AssociationAAPS programs and activities. Section 3. Board of Directors Meetings.Quorum. A majority of the voting members of the Executive Council shall constitute a quorum for the transaction of business. A. The Board of Directors shall meet at least annually at whatever time and place it selects, and at any other times as is needed. B. Board of Directors meetings may be called by the Chair, or by a written request of four or more Directors sent to the Executive Director. C. The Executive Director shall provide the Directors with at least seven (7) days noticedays’ notice of all regular and special Board of Directors meetings. D. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
which all Directors participating may simultaneously communicate with each other during the meeting. A Director participating in a meeting by this means shall be considered to be present in person at the meeting. E. The presence of a simple majority of all Directors shall constitute a quorum. When a quorum is present, a majority of Directors present is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted. Voting by mail, telephone and electronic mail is permitted. Section 4. Executive Council Voting Other than at a Meeting. Any question which might be decided by vote taken at any Executive Council meeting may be decided by vote taken by methods approved by the Executive Council, accessible and available to its members, and permitted by applicable law, provided however, that any such vote must be ratified by the Executive Council at its next subsequent meeting. Section 54. Term of Office. The five (5) members-at-large each shall serve staggered terms of three (3) years, until their successors are elected and installed. No individual shall serve more than one (1)two (2) consecutive terms as a member-at-large. Section 65. Removal. The Executive Council may by a two-thirds vote of its members remove any officer or Council member from office who is guilty of neglect of duty, improper conduct, a violation of these Bylaws, or other causes. Prior to voting on an expulsion the Council shall provide the member or officer with written notice of the reasons for the expulsion and an opportunity to appear before the Council for a due and proper hearing. A Director may be removed for adequate reason by a two-thirds vote of the remaining Directors. No less than thirty (30) days prior to the date that the removal vote is to be taken, the Director shall be provided written notice of the reason for removal, and given the opportunity to answer the charges in writing if the vote is to be taken by mail or email, or in person if the vote is to be taken at a regular or special meeting of the Board of Directors.
ARTICLE VII. ADVISORY BOARD Section 1. The Advisory Board shall be comprised of the five (5) Past Presidents who most recently completed terms as Immediate Past President on the Executive Council. The Advisory Board shall advise the Executive Council with regard to long-range planning and policy matters. ARTICLE VIII. ELECTIONS Section 1. Nominations. AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
The President Board of Directors shall appoint a Committee on Nominatingons Committee which shall nominate at least two (2) candidatesindividuals for President-elect, for each member-at-large of the Executive CouncilBoard of Directors to be elected and for Treasurer when necessary. The Committee on Nominations shall be chaired by the Past President who has most recently served as Immediate Past President on the Executive Council and, in addition to the Chair, shall consist of the Chairs of all Association Sections. Appointments to the Nominating CommitteeAdditional nominations may be made from by petition according to procedures established by the Executive CouncilBoard of Directors. Section 2. Election Schedule and Procedures. The President-elect, Treasurer, and the members-at-large of the Executive CouncilBoard of Directors shall be elected by a vote ballot of the entire voting membership. The vote shall be conducted according to a schedule and procedures established by the Executive CouncilBoard of Directors. Elections may be conducted using by any method approved by the Executive CouncilBoard of Directors, accessible and available to members, and permitted by these Bylaws and applicable law. Section 3. Installation. The President-elect, upon completion of a one-year term shall be installed in the office of President. Other individuals elected under this article shall be installed according to procedures established by the Executive Council. The installation of all individuals elected under this article shall occur in accordance with a schedule established by the Executive Council. Newly elected Directors and Officers shall be installed at the annual meeting of the members and shall begin their term at the conclusion of the annual meeting. Section 4. Vacancies. A vacancy in the office of the President shall be filled by the President-elect, or should the office of the President-elect also be vacant, then by the longest serving member-at-large. The Executive CouncilBoard of Directors will vote to select from among the longest serving member-at-large should there be more than one member-at-large having the same length of service as another member-at-large. A vacancy for any other Executive CouncilBoard of Directors officer or member-at-large shall be filled on a pro tem basis by an AssociationAAPS member appointed by the President with the approval of the Executive CouncilBoard of Directors. Any AssociationAAPS member so appointed shall serve until a successor is duly appointed or elected and is installed for a regular term as provided by these Bylaws. ARTICLE IXVII. COMMITTEES Section 1. Committees. The President shall appoint, with the approval of the Executive CouncilBoard of Directors shall appoint, the Chairs of such standing or special committees, task teams, or other working units as may be deemed necessary or desirable by the Executive CouncilBoard of Directors. Committees, task teams, or other working units shall have such number of members and such duties and authority as the Executive CouncilBoard of Directors may establish from time to time. The composition of the committee and terms for committeeunits and their members will be determined in their Committee Charters, which shall be approved by the Board of Directors. AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
The Board of Directors may dissolve committees, task forces, or working units that are no longer needed. Section 2. Quorum. A majority of the members of any committee, task team or other working unit shall constitute a quorum for the transaction of business.
Section 3. Committee, Task Team or Working Unit Voting Other than at a Meeting. Any question which might be decided by vote taken at any committee meeting may be decided by vote taken by mail, FAX, email, or telephone or other means as approved by the Board of Directorsballot. ARTICLE X. SECTIONS The Executive Council may establish such Association sections as it may deem necessary or desirable to serve particular member interests or needs. Subject to the approval of the Executive Council, each section may establish rules and procedures including, but not limited to, those for membership, organizational structure, election of officers, programs, and funding consistent with guidelines provided by the Executive Council. Section membership shall, in all cases, be open to all Association members. ARTICLE XVIII. OTHER MEMBER GROUPS The Executive CouncilBoard of Directors may establish such other member groups, including, but not limited to, discussion groups, focus groups, student chapters, and task forces, as it may deem necessary or desirable to serve particular member interests or needs. Each such organizational component shall conduct such activities and/or programs, and in conformance with policies established by the Executive CouncilBoard of Directors. Membership in each such member group, except a student chapter, shall in all cases be open to all Association members. Membership in a student chapter shall be open only to undergraduate students, graduate students or postdoctoral students in an institution of higher education.
ARTICLE IXII. MEETINGS Section l. Annual MeetingScheduled Meetings. The AssociationAAPS shall schedule at least one Nnational meeting of the membership annually to be held at such time and place as approved by the Executive CouncilBoard of Directors. AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
Section 2. Special Meetings. The AssociationAAPS may hold such special meetings as shall be approved by the Executive CouncilBoard of Directors. The time and place, program and order of business for each special meeting shall be approved by the Executive CouncilBoard of Directors. Section 3. Electronic Meetings. An annual or special meeting of the members may be held by means of the internet or other electronic communication technology provided that the technology permits the members to have the opportunity to read or hear the proceedings concurrently with their occurrence, pose questions, make comments, and vote on matters submitted to the members. Section 4. Notice The Executive Director shall provide all voting members with at least fourteen (14) days noticedays’ notice of the Annual Meeting and special meetings of the membership. Notice may be given by mail or electronic communication.
ARTICLE XIII. FINANCES Section 1. Source of Funds. Funds for Association activities shall be obtained from dues and any other sources approved by the Executive Council. Section 21. Budget. The Executive Director and the Treasurer shall prepare jointly an annual fiscal year budget to be submitted to the Executive CouncilBoard of Directors for review and approval. no later than its last meeting held prior to the fiscal year for which the budget is submitted. The Association’s fiscal year shall be determined by the Executive Council, with a recommendation from the Finance Committee, and in compliance with all legal and federal regulations and association management best practices. Section 32. Dues. AssociationAAPS dues shall be established by the Executive CouncilBoard of Directors. Section 4. Financial and Investment Policy. The financial and investment policy of the Association shall be established from time to time by the Executive Council with the advice of the Treasurer, Executive Director, and such other financial advisors as the Executive Council may deem necessary or desirable. Investments shall not be restricted to those approved by law by the District of Columbia or any other jurisdiction. Section 53. Financial Administration. The Treasurer, with the assistance of the Executive Director, shall be responsible for the continuing administration of the AssociationAAPS's financial affairs. The Executive Council
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
shall approve any bank intended to serve as a repository of Association assets and a public accounting firm which shall be retained to conduct an annual audit of Association's accounts. ARTICLE XIV. PARLIAMENTARY AUTHORITY AND PRECEDENCE Section 1. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order, Newly Revised shall serve as the parliamentary authority for the conduct of all AAPS official business.govern the Association in all cases to which they are applicable. Section 2. Precedence. In any case of conflict between these Bylaws and any parliamentary authority or other rules or procedures, these Bylaws shall prevail. All such apparent conflicts shall be resolved by the Executive CouncilBoard of Directors whose decisions shall be binding on all interested parties. ARTICLE XIIV. INDEMNIFICATION The AssociationAAPS shall indemnify any Executive CouncilBoard of Directors member, officer committee chair or employee, against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceedings in which such person is made party by reason of being or having been such Executive CouncilBoard of Directors member, officer, committee chair or employee, except in relation to matters as to which the officer, CouncilBoard of Directors member, committee chair or employee shall have been adjudged to be liable for negligence or willful misconduct in the performance of a duty. Such indemnification shall not be deemed exclusive of any other rights to which such Executive CouncilBoard of Directors member or officer or employee may be entitled, under any Bylaw, agreement, and vote of the Board of Directors or members or otherwise. ARTICLE XVIII. AMENDMENTS Each proposed amendment of these Bylaws, with the advice of counsel and the approval of the Executive CouncilBoard of Directors, shall be submitted by ballot to all AssociationAAPS members entitled to vote. Ballots may be in whatever form is deemed by the Executive CouncilBoard of Directors to facilitate the voting procedure. Executed ballots must be received by the AssociationAAPS by the date and time indicated on the ballots to be included in the vote tally. A proposed amendment of these Bylaws shall become effective upon receiving a two-thirds (2/3) positive majority of votes cast. ARTICLE XIVII. NOTICE Section 1. Previous Notice. Any previous notice required to be provided a Mmemberany member of the Association may be given by placing the notice in a print or digital publication regularly AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
provided the member entitled to notice, or by mailing or emailing the notice to each member entitled to notice at the member's address then indicated in the membership records of the AssociationAAPS. Previous notice provided by either method shall be deemed conclusively to be actual notice to members.
AAPS Bylaws - Approved by EC 05/2011; Approved by AAPS Members 08/11, Revisions approved 08/13Approved by AAPS Members February 2018
