Constitution and Bylaws of the

American Society for Pharmacology and

Experimental Therapeutics, Inc.

CONSTITUTION

Adopted 1969 April 17

ARTICLE I.  Name

The name of this organization is the American Society for Pharmacology and Experimental Therapeutics, Incorporated.

ARTICLE II.  Purpose

The purpose of this Society is to promote pharmacological knowledge and its application and to conduct research pertaining thereto.

ARTICLE III.  Corporate Seal

The corporate seal of the Society shall be circular in form with the words ”The American Society for Pharmacology and Experimental Therapeutics, Inc." in the outer circle and Corporate, 1933, Maryland" within the inner circle.  Such seal as impressed hereon is hereby adopted as the corporate seal of the Society.

ARTICLE IV.  Amendments

Amendments to the Constitution of to the Certificate of Incorporation may be proposed at any business meeting or by mail, provided that each proposal is endorsed in writing by at least 25 members.  Voting on such proposals shall be by ballot.  At least 30 days before the voting, the proposed amendment shall be sent to each member of the Society.  The President shall send a statement of supporting and opposing views with the proposed amendment.  Affirmative votes of four-fifths of the members voting shall be required for adoption on an amendment.

BYLAWS

Includes all revisions through July 1, 2005

Article I.  Divisions and Chapters

ITEM 1.  Divisions.  The Council may recognize specialized divisions of the Society so as to encourage communication among members with special interests in pharmacology.  Any Division so recognized shall be open to any interested member of the Society.  Functions and activities of Divisions shall be subject to supervision by the Council.

ITEM 2.  Chapters.  The Council may recognize chapter affiliates of the society so as to encourage communication among members within a given geographical region or constituency.  The governance, organization and financial management of such chapter affiliates shall reside with the chapters and their officers

Article II.  Members

SECTION 1.  Membership Categories

ITEM 1.  Regular Members.  Any qualified investigator who has conducted and published a meritorious original investigation in pharmacology shall be eligible for membership in the Society.

ITEM 2.  Honorary Members.  Distinguished scientists of any country who are not members of the Society and who have contributed to the advance of pharmacological science shall be eligible for proposal as honorary members of the Society.  They shall have the privileges of membership but are not subject to the annual assessment.  Designation as an Honorary Member requires approval of ¾ of the voting members of Council.

ITEM 3.  Retired Members.  Any member of the Society who has been a Regular or Affiliate member for 30 years or who has retired because of disability, may upon approval of the Council, be relieved from the annual assessment while retaining the privileges of membership.

ITEM 4.  Corporate Associates.  Any firm, association, corporation, institution, or subdivision thereof may be invited by the President of the Society to become a Corporate Associate for the purpose of supporting the Society.  A Corporate Associate shall be a non-voting member of the Society.

ITEM 5.  Affiliate Members.  Any qualified person who is engaged in the study of problems in pharmacology but does not meet requirements for Regular membership may be eligible for Affiliate Membership, which shall be nonvoting.  Affiliate Members may later be proposed for Regular Membership, upon meeting the requirements.

ITEM 6.  Student Members.  Persons who are enrolled in undergraduate, graduate, or professional degree programs, and who have an interest in pharmacology, are eligible for Student membership, which shall be non-voting.  Student members may be proposed later for regular membership or affiliate membership upon meeting the requirements for that membership category.  Upon completion of their research doctoral degree, applicants are normally eligible for regular membership but may remain in the Student Member category for no more than two (2) years.

SECTION 2.  Nomination of Members

Proposal of Nominees.  Nominees for membership (other than Corporate Associates, Affiliate Members or Student Members) shall be proposed by two regular members of the Society.  Nominations may be submitted at any time during the year.  Review of applications by the Executive Office shall occur on a regular basis.

SECTION 3.  Expulsion of Members

The Council, for appropriate reasons, may decide that it is in the best interests of the Society to expel a member.  In this case, the member shall be notified in writing and given an opportunity for a hearing before the Council, to be held no sooner than 30 days following such notification.  If a majority of Council members favor expulsion, the Council shall so recommend to the Society.  A vote of three-fourths of the members voting at a business meeting of the Society shall be required for expulsion.

ARTICLE III.  Officers

SECTION 1.  Eligibility

Only regular members shall be eligible for election to the Council and elected Committees of the Society.

SECTION 2.  Council

The management of the Society shall be vested in a Council consisting of the President, who shall chair the Council, the President-Elect, the immediate Past President, the Secretary/Treasurer, the Secretary/Treasurer-Elect, the immediate Past Secretary/Treasurer, and three other Councilors.  The Executive Officer, the Chair of the Board of Publications Trustees, and other individuals as may be approved by Council shall be ex officio members of the Council without vote. 

ITEM 1.  President.  A President-Elect shall be elected annually and shall assume the office on the July 1 following the election.  The President-Elect shall become President after one year as President-Elect.  Following a one-year term as President, s/he shall serve as Past President for one year.  If the office of President becomes vacant, the President-Elect shall succeed to office.

ITEM 2.  Secretary/Treasurer.   A Secretary/Treasurer-Elect shall be elected annually and shall assume the office on the July 1 following the election.  The Secretary/Treasurer-Elect shall become Secretary/Treasurer after one year as Secretary/Treasurer-Elect.  Following a one-year term as Secretary/Treasurer, s/he shall serve as Past Secretary/Treasurer for one year.  If the office of Secretary/Treasurer becomes vacant, the Secretary/Treasurer-Elect shall succeed to office.

ITEM 3.  Elected Councilors.  One Councilor shall be elected each year to serve for a period of three years and shall assume office on the July 1 following the election.  Persons elected as Councilor shall not be eligible for immediate reelection on expiration of their terms of office.

ITEM 4.  Executive Officer.  The Council may appoint and compensate an Executive Officer to assist in carrying on the functions of the Society, including the receipt and disbursement of funds, under the direction of the Council.  The Executive Officer shall not hold elective office in the Society.

ITEM 5.  Interim Vacancies.  Vacancies in the office of President-Elect, Secretary/Treasurer-Elect or Councilor shall be filled by special election within 60 days after the post becomes vacant.  The method of election shall be the same as outlined in ARTICLE IV of the BYLAWS.

ARTICLE IV.  Nomination and Election of Officers

                  and Elected Committee Members      

SECTION 1.  Nomination and Election Procedures

ITEM 1.  Method of Election.  Election shall be by secret ballot.

ITEM 2.  Nominating Committee.  The Nominating Committee shall consist of the Secretary/Treasurer of half of the Divisions on a rotating basis, the ASPET immediate Past-President to serve as non-voting chair, and the Chair of the Program Committee as an ex officio member without vote.

ITEM 3.  Election Certification.  A sitting officer of the Society other than the Executive Officer shall certify the election results.

ITEM 4.  Eligibility for Office.  The Nominating Committee shall determine the eligibility of nominees and ascertain that nominees are willing to stand for office.  No member shall be eligible to be a nominee for more than one elective office at any one time, exclusive of Division offices.

ITEM 5.  Election Ballot.  The election ballot shall contain at least two nominations provided by the Nominating Committee for each of the offices of President-Elect, Secretary/Treasurer-Elect, and Councilor. Space shall also be provided for write-in votes for each office.  Listing of names for each office on the ballots shall be by alphabetical order.

Thirty days after these ballots are provided to the membership the election shall be closed and a count made of the votes.  Tie votes shall be resolved by a vote of the immediate Past-President, President, and President-Elect.

ITEM 6.  Election Results.    Announcement of election results shall be made to the membership by the President by the July 1 following the election.

ARTICLE V.  Official Journals

SECTION 1.  Board of Publications Trustees

ITEM 1.  Functions.  There shall be a Board of Publications Trustees with authority and responsibility delegated by the Council to control and manage, both editorially and financially, the Society's journals and nonserial publications.

ITEM 2.  Composition of the Board.    The Board of Publications Trustees shall be composed of five appointed members in addition to the Editor/Chair of the Editorial Advisory Board of each official journal of the Society and the Executive Officer.  The latter shall be an ex officio member without vote.

The Editors shall act as full voting members of the Board except in the election of Editors of the official journals.

ITEM 3.  Appointment.  The Council shall appoint the required number of members to maintain the full complement of the Board and shall designate the Chair.  Members shall serve for three years and may be reappointed for one additional consecutive term.  Members of the Board may concurrently hold other offices in the Society.

ITEM 4.  Board of Publications Trustees Meetings.  The Board of Publications Trustees shall meet at least once a year.  A majority of the Board of Publications Trustees shall constitute a quorum for the conduct of business.  The Chair shall keep the Council informed of the major activities of the Board.  S/He shall report annually to the Society at a business session.

SECTION 2.  Society Journals

ITEM 1.  Election of Editors.  The Board shall elect Editors for the Society's journals.  The Editor of each journal may nominate Associate Editors for election by the Board.

ITEM 2.  Eligibility of Editors.    Only members of the Society are eligible to serve as Editors of the Society's journals.

ITEM 3.  Term of Appointment.  Editors and Associate Editors shall serve for three years, shall be eligible for reappointment, and may concurrently hold other offices in the Society.

ITEM 4.  The Society requires authors to affirm that original studies reported in journals of the Society have been carried out in accordance with the Declaration of Helsinki and/or with the Guide for the Care and Use of Laboratory Animals as adopted and promulgated by the National Institutes of Health.

ARTICLE VI.  Finances

SECTION 1.  Annual Assessments

ITEM 1.  Members.  Newly elected members shall become entitled to the privileges of membership only after payment of dues following their election.  Any member whose assessment is in arrears for one year shall cease to be a member of the Society.  The delinquent shall be notified of impending disqualification and informed of his right to appeal to the Council for reinstatement.

ITEM 2.  Sustaining Members.  Any member of the Society may contribute to the support of the Society a sum in excess of the annual assessment.  These members shall be recognized appropriately by the Council.

ITEM 3.  Divisions.   Dues may be assessed by a division on recommendation by the Executive Committee of the division, approval of the Council,  and approval of the majority of the Division membership voting by ballot.  These dues will be collected and accounted for by the Society.

SECTION 2.  General Fund

Beyond the expenditures required by the ordinary activities of the Society, no money from the general Society account shall be disbursed save by authority of the Council or the Society.

SECTION 3.  Journal Fund

All publication funds shall be separately accounted for subject to the control of the Board of Publications Trustees.  Publication funds may be diverted for other than publication purposes upon affirmative vote of two-thirds of a combined meeting of the Board and Council with a quorum of each present.

SECTION 4.  Finance Committee

There shall be a Finance Committee consisting of seven members of the Society.  The Secretary/Treasurer of the Society shall serve as Chair, and the Secretary/Treasurer-Elect, the Past Secretary/Treasurer and the Chair of the Board of Publications Trustees shall be members of this Committee.  The other members shall be appointed by the President, subject to approval by the Council.  One of these shall be the Chair of the Subcommittee on Investment.  The term of office for all appointed members of the Committee shall be for three years.  The Executive Officer shall be an ex officio member without vote.

SECTION 5.  Annual Report

The Secretary/Treasurer shall give a financial report on all funds at the Spring Meeting.

SECTION 6.  Dissolution

In the event of dissolution of the Society, the Council shall, after paying or making provision for payment and discharge of all of the liabilities of the Society, distribute all of the assets of the Society exclusively for charitable, scientific, literary and educational purposes.  These assets shall be distributed to such organization(s), operated exclusively for these purposes and qualifying as exempt organization(s) under Section 501 (c) (3) of the Internal Revenue Code, as the Council shall determine.  If the Council does not take such action, then the remaining property or assets shall be distributed to nonprofit charitable, scientific, literary, or educational organization(s) having power to engage in activities similar to those of the Society.

ARTICLE VII.  Meetings

SECTION 1.  Regular Meetings

ITEM 1.  Scientific Meetings.  The Society shall hold at least one annual scientific meeting each year at a time and place approved by the Council.  Other scientific meetings may be held at times and places determined by the Council.

ITEM 2.  Business Meetings.    A Business Meeting of the membership shall be scheduled at the regular, annual scientific meeting of the Society.  Other business meetings of the Society may be held at times and places determined by the Council.  Members of the Society shall be notified at least four weeks in advance of the time and place of such meetings.  One hundred members shall constitute a quorum for the transaction of business.

ITEM 3.  Council Meeting.  There shall be a Council meeting at the annual meeting and at other times and places as determined by the Council.  Five voting members of the Council shall constitute a quorum. 

ITEM 4.  Conduct of Society Business.  Matters pertaining to normal business of the Society other than those stipulated elsewhere in the Constitution and Bylaws may be affirmed by simple majority of those present at a business meeting.

SECTION 2.  Programs

ITEM 1.  Arrangement of Programs.  The Council shall designate one or more of its members to arrange scientific programs and shall appoint a Program Committee to assist in this task.

ITEM 2.  Presentation of Papers.  The Council shall establish regulations governing the presentation of papers at Society scientific meetings.  Such regulations shall be published in the Call for Papers for the meeting.

ITEM 3.  The Society requires investigators to affirm that original studies reported at the scientific programs of the Society have been carried out in accordance with the Declaration of Helsinki and/or with the Guide for the Care and Use of Laboratory Animals as adopted and promulgated by the National Institutes of Health.

SECTION 3.  Procedure

The rules contained in Parliamentary Procedure at a Glance by O. Garfield Jones (W.B. Saunders Co., Philadelphia, 1960 edition) shall govern the conduct of business sessions of the Society when these are applicable and not inconsistent with this Constitution and Bylaws or with special rules of order adopted by the Society.

ARTICLE VIII.  Representation on Federation Board

The Presidents of the American Society for Pharmacology and Experimental Therapeutics, elected in alternate years, shall represent the Society on the Board of Directors of the Federation of American Societies for Experimental Biology for a term of 4 years.  Service on the Board of Directors of the Federation of American Societies for Experimental Biology shall commence upon assumption of the Office of President of The American Society for Pharmacology and Experimental Therapeutics.

ARTICLE IX.  Amendment of Bylaws

Adoption, alternation, or repeal of bylaws may be moved at any business session of the Society.  Upon a favorable vote of two-thirds of the members present, the motion shall be submitted to the membership at large by ballot.  Final passage shall require a three-fifths majority vote of the members responding within 30 days after submission.

ARTICLE X.  Conflict of Interest

Any Council member, officer, employee, or committee member having an interest in a contract or other transaction or determination presented to the Council or a committee for recommendation, authorization, approval or ratification shall give a prompt, full and frank disclosure of his/her interest to the Council or committee prior to its acting on such contract or transaction.  The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist.  If a conflict is deemed to exist, such person shall not vote on, nor use his/her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussion or deliberations with respect to such contract, transaction or determination.  Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon.  The minutes of the meeting shall reflect the disclosure made, the vote thereon ,and, where applicable, the abstention from voting and participation, and whether a quorum was present. 

ARTICLE XI.  Nondiscrimination

The officers, employees, and persons served by this corporation shall be selected in a non-discriminatory manner with respect to age, sex, race, national origin, and political or religious opinion or affiliation.