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2008 Membership Directory
- AACT Bylaws
Bylaws of the American
Academy of Clinical Toxicology, Inc.
Revisions Adopted by the Membership 5/28/08
ARTICLE I—NAME, INCORPORATION
The name of this organization shall be the American Academy of Clinical
Toxicology, Inc., (hereinafter referred to as the Academy.) The Academy is incorporated
in the state of New Jersey.
ARTICLE II—PURPOSE
The Academy shall be a nonprofit professional organization to foster interdisciplinary
research, education, prevention and treatment of poisonings by chemicals, drugs and
environmental substances in humans and animals. No part of the net earnings or the
principal of this corporation shall inure to the benefit of any private shareholder
or individual and no substantial part of the activities of such corporation, or of
any recipient of its funds shall be used to carry on propaganda or otherwise attempt
to influence legislation or to participate or intervene in any political campaign
on behalf of any candidate for public office.
ARTICLE III—MEMBERSHIP
1. Membership of the Academy shall be of four classes:
- Individual Voting Members
- Emeritus Members
- Student Members
- Institutional Members
In addition, the honorary
status of Fellow of the Academy may be conferred upon Individual Voting or Emeritus
Members by the Board of Trustees.
2. Individual Voting
Members are all individual members other than Emeritus or Student Members. They shall
meet requirements and shall receive membership benefits as may be prescribed by the
Board of Trustees. Any Individual Voting Member of the Academy shall be eligible
to vote in elections and on any question put to the membership for a vote and to
hold Office or Trusteeship.
3. Emeritus Members
are individual members who have retired from the active practice of toxicology and
are so approved by the Board. They shall meet requirements as deemed appropriate
and shall receive membership benefits as may be prescribed by the Board of Trustees.
Any Emeritus Member shall not be eligible to vote in elections nor on any question
put to the membership for a vote, nor to hold Office or Trusteeship.
4. Student members are
individual members in formal academic or clinical training programs. They shall meet
such requirements and shall receive membership benefits as may be prescribed by the
Board of Trustees. Any Student Member shall not be eligible to vote in elections
nor on any question put to the membership for a vote, nor to hold Office or Trusteeship.
After completion of the training, a student member becomes a Voting Member, subject
to prevailing dues in the next fiscal year.
5. Institutional members
are organizations including for-profit and not-for profit corporations, government
agencies, and institutions. They shall meet requirements and receive such benefits
as may be prescribed by the Board of Trustees. Any Institutional Member of the Academy
shall be eligible to cast a single vote in elections and on any question put to the
membership for a vote. Institutional Members may not hold Office or Trusteeship.
6. Fellows of the Academy
are honored by elevated status conferred by the Board of Trustees in recognition
of their significant contributions to the field of clinical toxicology and service
to the Academy. To be eligible for consideration to Fellow status, the Individual
Voting or Emeritus member shall meet such requirements as may be prescribed by the
Board of Trustees.
ARTICLE IV—OFFICERS
& TRUSTEES
1. The Officers of the Academy shall be President, President-Elect, and
Treasurer and Secretary. The Executive Committee shall consist of the Officers of
the Academy and the immediate Past President. All Officers and the Past President
are responsible to the Board of Trustees.
2. The Board of Trustees
of the Academy shall consist of the Executive Committee and ten elected Board Members.
The Chair of the Education Committee shall serve as an ex officio member of the Board.
3. Only Voting Members
shall be eligible to serve on the Board of Trustees or as Officers. Only Voting Members
shall have the right to vote for Officers and Trustees. Officers and Trustees of
the Academy may not concurrently hold office or Trusteeship in other national organizations
devoted to clinical toxicology or poison control without the approval of a majority
of the Board of Trustees.
4. Board of Trustees
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The President of the
Academy shall be Chair of the Board. In the President's absence, the President-Elect
will serve as Chair for that session. In the absence of the President-Elect, the
Board members in attendance shall elect a Chair for that session.
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Members of the Board
of Trustees, other than the Officers, shall be elected for a three year term. Members
of the Board of Trustees may be elected to no more than two consecutive three year
terms. After serving two consecutive terms, an Individual Voting Member may become
eligible for reelection to the Board of Trustees after at least a one-year hiatus
from the Board.
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The Board of Trustees
shall convene a meeting once a year at the time of the annual meeting of the Academy.
Additional meetings may be called by the President or by petition of a majority of
the Board to the Office of the Secretary.
ARTICLE V—DUTIES
OF OFFICERS and TRUSTEES
1. The President shall be the Chief Executive Officer of the Academy. The
President's term of office will be two years. The President shall:
- preside over all meetings
of the membership, of the Board of Trustees, and of the Executive Committee;
- perform such other
duties from time to time as may be required by the Board of Trustees;
- have general powers
to execute Bonds, Deeds and Contracts in the name of the Academy;
- appoint members of
committees authorized by the Academy;
- have authority to require
committee reports in person or in writing at meetings of the Board of Trustees;
- have power to appoint
any additional committees deemed necessary to carry out the purposes and business
of the Academy, in accordance with the Certificate of Incorporation and By-Laws and
actions taken by the Academy.
2. For a two year term
beginning immediately with the installation of a new President of the Academy, the
former president shall assume the status of Immediate Past President and serve on
the Executive committee.
3. The President-Elect
shall serve in the office of President for the two-year term immediately following
the two year term as President-Elect. The President-Elect shall be a member of both
the Strategic Planning Committee and the Finance Committee.
4. The Treasurer shall
serve a term of two years and be eligible for re-election for three consecutive terms
only. The Treasurer shall:
- receive all funds due
to the Academy;
- disburse such sums
as are necessary to meet lawful indebtedness incurred and authorized by vote of the
Academy or by the Board;
- have authority to sign
contracts and other instruments entered into by the Academy;
- be responsible on behalf
of the Academy for all funds and securities of any type and deposit the same in the
name of the Academy in such bank or banks as the Board may direct;
- be bonded at the discretion
of the Board for an amount determined by the Board;
- invest and reinvest
surplus funds, subject to the order and direction of the Board;
- be an ex-officio
member of the Finance Committee;
- prepare a budget with
the advice of the Finance Committee for each year's activities for the approval of
the Board;
- arrange to have the
Academy's accounts reviewed by certified public accountants at least every 2 years
and with each change of Treasurer;
- render to the Academy
annually an accurate account of all sums received and disbursed during the preceding
fiscal year, of all sums and funds that are not expended, of the budget for the current
fiscal year, and of the report of the review made of the Academy's accounts;
- perform such other
duties as are incident to the office or as may be properly required by actions of
the Academy or of the Board at duly constituted meetings.
The Treasurer may execute
certain administrative duties through a business office that is duly authorized by
the Board of Trustees. The Treasurer retains responsibility for the proper conduct
of such duties.
5. The Secretary shall
serve a term of two years and be eligible for re-election for three consecutive terms
only. The Secretary shall:
- keep records of all
duly noticed meetings of the Academy and of all Board meetings and make a report
thereon;
- maintain records of
business transactions of the Academy and Board meetings
- conduct and be responsible
for the official correspondence and communication of the Academy and of the Board;
- maintain the Membership
roster;
- have custody of all
property of the Academy and hold the same subject to the order and direction of the
Academy or of the Board;
- have authority to sign
contracts and other instruments entered into by the Academy;
- perform such other
duties as are incident to the office or as may be properly required by actions of
the Academy or of the Board at duly constituted meetings.
The Secretary may execute
certain administrative duties through a business office that is duly authorized by
the Board of Trustees. The Secretary retains responsibility for the proper conduct
of such duties.
6. Board of Trustees
- The President of the
Academy shall be Chair of the Board. In the President's absence, the President-Elect
will serve as Chair for that session. In the absence of the President-Elect, the
Board members in attendance shall elect a Chair for that session.
- Members of the Board
of Trustees, other than the Officers, shall be elected for a three year term. Members
of the Board of Trustees may be elected to no more than two consecutive three year
terms. After serving two consecutive terms, an Individual Voting Member may become
eligible for reelection to the Board of Trustees after at least a one-year hiatus
from the Board.
- The Board of Trustees
shall convene a meeting once a year at the time of the annual meeting of the Academy.
Additional meetings may be called by the President or by petition of a majority of
the Board to the Office of the Secretary-Treasurer.
- A majority of the members
of the Board shall constitute a quorum. The Executive Committee shall have the power
to act in lieu of the full Board of Trustees between meetings. Such actions will
require a majority vote of the Executive Committee and be subject to review by the
Board at its next meeting.
- The Board shall have
power to make and amend rules for its own procedures and shall keep records of such
rules.
- The Board shall have
power to authorize the expenditure of money for the conduct of its business, including
the administration of philanthropic funds entrusted to the Academy in concert with
its purpose.
- The Board shall adopt,
before each fiscal year (1 January through 31 December), a budget for the operations
of the Academy for the ensuing year.
- The Board is authorized
to waive dues of individual Members under exceptional circumstances involving hardship.
- The Board of Trustees
shall publish a summary of its proceedings and decisions. If one-third of the members
of the Board of Trustees present so request, the minutes shall include a record of
those Board members voting for and against a motion.
- The Board shall have
power to confer with such other organizations as it deems fit in order to plan for
cooperating committees or otherwise to develop relationships with organizations.
- The Board shall take
all necessary steps to carry out any program determined by vote of the Academy and
not otherwise provided for.
ARTICLE VI—MEETING
OF MEMBERS
1. The Annual Meeting of the Academy shall be held at the time and place
designated by the Board of Trustees.
2. Special meetings
of the general membership may be called by any member of the Executive Committee
with the approval of a two-thirds majority of the Board or upon petition bearing
the signatures of at least 30% of Voting Members. They shall call such a special
meeting at a time and place that must be designated at least 30 days in advance.
3. The vote of the simple
majority of Individual Voting Members present shall decide any question brought before
such meeting unless the question is one upon which, by expressed provision of the
statutes or the certificate of incorporation or of these By-Laws, a different vote
is required, in which case such expressed provision shall govern and control the
decision of such question.
4. Virtual meetings
may be called by any member of the Executive Committee with the approval of a two-thirds
majority of the Board, whereby a question is put forth by mail or electronic means
to the members of the Academy eligible to vote. In such case, the Board of Trustees
must submit by mail or electronic means any question or action to the Voting Members
of the Academy, including amendment of these By-Laws but not including any question
or action required by law or by the certificate of incorporation to be taken at a
physical meeting. Such submission shall be made by ballot sent to each Individual
Voting Member, setting forth the action proposed, and in the case of election of
Trustees or Officers, the names of the persons nominated. A deadline must be set
by the Secretary for return of the ballot.
5. In the case of any
proposed action, if a required majority of Individual Voting Members responding within
any deadline set by the Secretary is in favor thereof; such action shall be considered
as adopted by the Academy, as if adopted at any Annual Meeting of the Members.
6. When a two-thirds
majority of the Board of Trustees has certified in writing to the Secretary that
the holding of any Annual Meeting is inadvisable, such Annual Meeting shall not be
held. In such case, the Board of Trustees may conduct a special or virtual meeting
as outlined in Article VI Sections 2 and 4 above.
ARTICLE VII—ELECTION
OF OFFICERS & TRUSTEES
1. Prior to each Annual Meeting a nominating committee consisting of the
Executive Committee and any other Members they so deem shall nominate one or more
candidates for each of the offices or Board positions to be filled at the next election.
The nominees will be presented to the Board of Trustees for approval. Additional
nominations may be made from the floor during the Annual Meeting of the Academy.
2. The election for
Officers and Trustees of the Academy shall be by secret ballot and may be conducted
as a virtual meeting.
3. The Secretary shall
distribute ballots for election of officers and trustees at least sixty days before
the Annual Meeting.
4. Ballots shall be
preserved for 30 days after the Annual Meeting. The Executive Committee shall oversee
the integrity of the ballot.
5. In the event of a
tie, the election will be decided by a majority vote of the Board of Trustees.
6. All Officers and
Trustees of the Academy, regardless of the term for which elected, shall hold office
until their successors are qualified and elected. Installation of newly elected Officers
and Trustees and assumption of duties shall normally occur at the conclusion of the
first Annual Meeting following their election.
ARTICLE VIII—VACANCIES
1. If the Office of President is vacated, the President-Elect shall automatically
and immediately assume the Office of President. The President-Elect in such circumstances
will finish the term assumed due to vacancy of the office and will also fulfill the
entire term for which he or she was elected.
2. If the Office of
President-Elect is vacated, the Nominating Committee will prepare a slate of candidates
which will be placed on the ballot at a special election of the Academy.
3. If the Office of
Secretary or Treasurer is vacated, a majority of the Board of Trustees shall elect
any of the Trustees to finish the term of office. The office will be filled for the
succeeding term at the next general election of the Academy.
4. If a vacancy occurs
in the Board of Trustees it shall be filled at the next general election of the Academy
for the remainder of the term vacated.
ARTICLE IX —COMMITTEES
& SPECIALTY SECTIONS
1. Standing Committees of the Academy are: American Board of Applied Toxicology
Committee, By-Laws Committee, Communications and Technology Committee, Education
Committee, Executive Committee, Fellowship Committee, Finance Committee, Nominations
Committee, North American Congress of Clinical Toxicology (NACCT) Committee, Membership
Committee, Publications Committee, Research Awards Committee, and the Strategic Planning
Committee. The composition and duties of the committees shall be enumerated in the
policies and procedures of the Academy as determined by the Board of Trustees.
2. The President shall
have the power to make and terminate appointments to the standing committees. Appointments
are effective from the time of appointment until the close of the next general Meeting
of the membership. All standing committees report directly to the President.
3. The President shall
establish such ad hoc committees as he or she or the Board of Trustees deem necessary
for the purpose of carrying out specific projects. The term of such committees is
continuous until the function has been performed or until the committee is otherwise
discharged by the President.
4. The Board of Trustees
may designate Specialty Sections within the Academy based on the prevailing academic
interests of the members.
5. The President shall
have the power to appoint liaison committees or representatives for the purpose of
establishing and maintaining rapport with other organizations.
6. Any statement or
document reflecting a policy or position of the Academy must receive approval from
the Board of Trustees prior to circulation or distribution.
ARTICLE X—DUES
1. Payment of annual dues shall be required of all members of the Academy
with the exception of those specifically exempted by the Board of Trustees. The amount
of dues is to be set annually by the Board.
2. Any Member whose
dues for the current fiscal year are unpaid and who has made no response to a second
notice will be considered delinquent and will be dropped From Mainhip on vote
of the Board of Trustees at its next official meeting.
ARTICLE XI—EXPULSION
A member may be expelled for such cause as the Board of Trustees may deem
sufficient provided that a copy of the charge made against him/her shall be furnished
to him/her in writing postmarked to the last known address by certified mail at least
sixty (60) days before the meeting at which such action is taken. A reply from the
member so duly notified or a request to appear before the Board must be received
in writing by the Secretary within 30 days of the receipt of the certified mail.
The Board may not expel a member without considering his/her rebuttal presented in
writing or in person, if any. Failure to respond to the charges will be considered
a waiver of the opportunity to respond. A three-fourths vote of all members of the
Board of Trustees expressed in a meeting of the Board or in writing shall be required
to expel a Member of the Academy.
ARTICLE XII—AMENDMENTS
1. These By-Laws may be amended by a two-thirds vote of the active Members
entitled to vote, present in person at any Annual Meeting of the Academy; notice
of proposed amendment must be delivered by mail or electronic means to the members
entitled to vote at least sixty (60) days before the date set for the meeting. By-Laws
may be amended through a role conducted at a meeting or by a virtual meeting as outlined
in Article VI, Section 4 above.
2. In most instances
amendments to the Articles of Incorporation or By-Laws should be initiated by the
By-Laws Committee; however, any amendment may be proposed by a written petition of
20% of the membership eligible to vote, which should be transmitted to the Secretary
and a copy to the President at least 120 days before the meeting.
ARTICLE XIII
Should any portion of these By-Laws become invalid through judicial or legislative
action, the remainder of these By-Laws shall remain in effect.
ARTICLE XIV—DISSOLUTION
In the event of the dissolution of the organization, after all debts have
been fully satisfied, the assets of the organization shall be distributed to a not-for-profit
(c) 3 corporation incorporated within the United States as the Board of Trustees
may direct in keeping with the general purposes of this organization.
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