The bylaws that follow reflect recent amendments:
- Approved 16 November 2012: The transition age of Active/Foreign Associate members to Senior status changed from 51 to 56 (with duplicative wording regarding this age removed), and the age of eligibility for Emeritus status changed from 65 to 70.
- Approved 10 April 2013: The eligibility age limit for membership nomination increased from 45 to 50.
- Approved 28 February 2014: The Immediate Past President added to the Council.
- Approved 25 February 2015: The selection timeline of the Editor of the Journal of Clinical Investigation was shortened to better coordinate with the ASCI’s annual meeting.
- Article I – Name
- Article II – Objectives
- Article III – Membership
- Article IV – Officers and Councilors
- Article V – Journal of Clinical Investigation
- Article VI – Meetings of the Membership
- Article VII – Committees
- Article VIII – Penalties
- Article IX – Fiscal Year
- Article X – Amendments to the By-Laws
- Article XI – Dissolution of the Corporation
The name of the Corporation shall be “The American Society for Clinical Investigation, Inc.”
This Society is organized and operated exclusively for educational and scientific purposes and for no other purpose. The objectives of the Corporation, as expressed in the 1908 Constitution are: the advancement of medical science; the cultivation of clinical research by the methods of the natural sciences; the correlation of science with the art of medical practice; the encouragement of scientific investigation by the medical practitioner; and the diffusion of a scientific spirit among its members. To this end the Society publishes for national and international distribution, on subscription at prices not in excess of calculated expenses and needs, reports on the methods and results of clinical research. Any activities which are not in themselves in furtherance of educational and scientific purposes shall represent an insubstantial part of the total activities of this Corporation.
Section 1. Classes. There shall be five classes of membership: Active, Senior, Foreign Associate, Emeritus, and Honorary. Active members may vote on Society ballots and are eligible for election to the Council. They may nominate candidates to be considered for membership in the Society. Foreign Associate members may nominate candidates to be considered for membership in the Society. They may not vote on Society ballots and are not eligible for election to the Council. Active and Foreign Associate members automatically become Senior members on January 1 of the year in which they reach 56 years of age. Senior members may nominate candidates to be considered for membership in the Society. They are not eligible to vote on ballots and are not eligible for election to the Council. Senior members who are at least 70 years of age and who no longer wish to avail themselves of the prerogatives of Senior membership may request to the Secretary-Treasurer to be designated an Emeritus member. Emeritus members will continue to be informed of the Society’s business. They will not be eligible to vote on Society ballots or to nominate candidates for membership, and they are not eligible for election to the Council. They may, however, change their status to Senior membership by paying applicable dues. Honorary members may nominate candidates to be considered for membership in the Society, but they may not vote on ballots and are not eligible for election to the Council. Honorary members retain their status indefinitely.
Section 2. Membership nomination and election. A nomination to Active, Foreign Associate, or Honorary membership shall be submitted to the Society by any two Active, Senior, or Foreign Associate members, except members of the Council. The eligibility requirements for each membership category are: Active) Any physician residing in the United States of America or Canada who is 50 years of age or less on January 1 of the election year, and who has accomplished meritorious original, creative, and independent investigations in the clinical or allied sciences of medicine and enjoys an unimpeachable moral standing in the medical profession; Foreign Associate) Any physician residing outside the United States of America or Canada who is 50 years of age or less on January 1 of the election year, and who has accomplished meritorious original, creative, and independent investigations in the clinical or allied sciences of medicine and enjoys an unimpeachable moral standing in the medical profession; and Honorary) Individuals who are not otherwise eligible for Active or Foreign Associate membership or who were not previously nominated for membership, and who have distinguished scientific contributions with widespread biological significance in the area of clinical investigation (nominations to Honorary membership do not have an upper age limit). Nominations for each membership class must be accompanied by (a) a statement by each of the nominators as to the qualifications of the nominee and (b) a list of the nominee’s academic degrees, professional positions and publications. All nominations must be submitted on or before the specified deadline. The Council shall investigate the qualifications of the nominees and from them shall recommend to election, by ballot of the Active membership, a total not to exceed eighty, no more than one-third of which may be those recommended to Foreign Associate membership.
Section 3. Obligations. A member, upon his or her induction, assumes the obligation of manifesting a continuous interest in the objectives of the Corporation by furthering the objectives of the Society in the diffusion of scientific spirit, particularly among his or her students and professional associates.
Section 4. Dues. Active, Foreign Associate, and Senior members shall pay annual dues in the amount and within the period set by the Council.
Section 1. Officers. Officers of the Society shall be a President, President-elect, Vice President, Editor of the Journal of Clinical Investigation, Secretary-Treasurer, and the Immediate Past President. Other than the Editor, officers must be Active members of the corporation throughout their tenure of office. The Vice President shall automatically succeed to the office of President-elect after service for one year as Vice President and to the office of President after serving one year as President-elect. The Secretary-Treasurer shall serve a two year term. Every other year, a Secretary-Treasurer-elect will be elected for a three year term. The first year he or she will serve as one of the six Councilors. The second and third years he or she will serve as Secretary-Treasurer.
Section 2. Councilors. There shall be six Councilors. Each Councilor shall serve for a period of three successive years with the exception of the Secretary-Treasurer-elect, who will serve as Councilor for one year. Councilors must be active members of the Corporation throughout their tenure of office.
Section 3. Council. The Council shall consist of the President, the President-elect, the Vice President, the Secretary-Treasurer, the Immediate Past President, the six Councilors and the Editor of the Journal of Clinical Investigation. Seven voting members shall constitute a quorum. No Officer or Councilor may hold more than one office at one time.
Section 4. Duties and Limitations of Officers and Council. The President, President-elect, Vice President, Editor, Secretary-Treasurer, and Immediate Past President shall exercise those duties and rights usually pertaining to those officers. No officer shall be eligible for reelection to the same position. It shall be the duty of the Council to supervise the affairs of the Corporation and to consider all nominations for membership as stated in Article III, Section 2.
Section 5. Indemnification of Councilors and Officers. The Society shall to the extent legally permissible, indemnify each of its Councilors and Officers against all costs, liabilities, and expenses (including counsel fees) reasonably incurred by him/her in connection with the defense or disposition of any action, suit, or other proceeding, asserted or threatened against him/her while in office or thereafter, by reason of his/her being or having been such a Councilor or Officer with respect to any matters as to which he/she acted in good faith in the reasonable belief that this action was in the best interests of the Society. The right of indemnification hereby provided shall not be exclusive of or affect any other right to which any Councilor or Officer may be entitled. As used in this section, the terms “Councilor” and “Officer” include their respective heirs, executors, administrators, and legal representatives.
Section 6. Resignation of Officers or Councilors. In the event of a vacancy in the Council, however occurring, the President, with the assent of the majority of Council, shall appoint a replacement for a term not to exceed one year. If the Council term to be completed exceeds one year it will be filled by ballot of the Active membership. Offices with remaining terms of less than one year shall not be filled; however, the office of Vice President will be filled by ballot of the Active membership. The office of Secretary-Treasurer will be filled by ballot of the Active membership or by the Secretary-Treasurer-elect.
Section 7. Removal of Officers or Councilors. The Council, on recommendation by at least two of its members, may request that an Officer or Councilor be removed from office for cause. In such case, the individual shall be notified in writing and provided due process with a hearing before the Council, to be held no sooner than 30 days after such notice but no later than the next scheduled Council meeting thereafter. Removal from Council will be determined by two-thirds majority vote of the remaining Council members. Any vacancy thus produced will be filled according to Article IV, Section 6.
Section 1. Ownership and Staff. The “Journal of Clinical Investigation”, published by The American Society for Clinical Investigation, is the property of the Corporation. The Journal is overseen by the Editorial Board, which is led by an Editor. The honoraria provided to members of the Editorial Board shall be set by the Council.
Section 2. Duties of the Editor. The Editor is responsible to the Corporation for the publication of the “Journal of Clinical Investigation” and shall submit an annual report to the Council and to the Corporation. The Editor appoints at least 14 associates, two-thirds of whom shall be Active members of the Corporation, to the Editorial Board.
Section 3. Tenure of Office of Editor and Editorial Board. The period of office of the Editor shall be five years, beginning July 1. Each member of the Editorial Board shall serve for a period not to exceed five years. Any member of the Editorial Board may be removed from office by a two-thirds vote of the Council and a new member of the Editorial Board may be appointed by the Council to fill the unexpired term.
Section 4. Election of Editor. Any member is eligible to be elected. The Editor will be a voting member of the Council for the entire five-year term. Members may nominate themselves by submitting applications to the Society which describe their experience in full and offer a plan for direction of the Journal during the five-year term. From the nominations, the Council will propose a candidate for election by ballot of the Active membership.
The Corporation shall hold one general meeting of the membership annually at a place and time previously set by the Council. Any number of members in excess of fifty shall constitute a quorum for the transaction of any business at an annual meeting with the exception of amending the By-laws.
Section 1. Committees may be created by these Bylaws or by resolution of the Council or of the general membership, or by appointment by the President, to function on behalf of the Council in a manner provided for in the Bylaws or in the aforesaid resolution or resolutions or letters of Presidential appointment. Committees constituted by any other means shall not be recognized as representing the Society. The membership of each committee shall be appointed by the President. Committee members may be active or senior members in good standing. Each committee shall have a Chairperson who will serve as the committee secretary. Minutes shall be kept of all committee meetings and shall be submitted to the Council for approval. A simple majority of the committee members present and voting shall constitute a quorum. All committee actions shall be subject to review and approval by the Council.
Section 2. Nominating Committee. The Nominating Committee consists of the ASCI Council and recommends a slate of candidates for election to scheduled Council vacancies. Election of Council members is by ballot of the Active membership.
Section 3. Committee of Auditors. Society Officers shall comprise the Committee of Auditors and shall receive and review a statement of the Society’s operational and financial status for each fiscal year, as provided by an independent auditing firm.
Section 4. Ballot Review Committee. The Secretary Treasurer and two Active members appointed at the Secretary Treasurer’s discretion will receive, review, and verify the results of all ballots.
The membership of dues-paying members shall cease, without excuse offered to and accepted by the Council, upon failure to pay for one year the annual dues assessed. Members may be expelled also for reasons not specifically stated by the By-Laws by a three-fourths vote of the total membership. A proposal of expulsion will be initiated upon the presentation of a petition signed by ten active members and approval of the Council. The vote shall be by secret ballot.
The Society’s fiscal year shall be January 1 – December 31.
Amendments to the By-Laws must be proposed in writing to the Council by five members. The Council may approve proposals for ballot of the Active membership. Such amendments shall require for their adoption an affirmative vote of three-fourths of the respondents. A response of not less than forty percent of the total of Active members is required to amend the By-laws.
If the corporation should be dissolved, the Council shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of the assets of the corporation exclusively for the purposes of the corporation, or contribute them to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section (501) (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).