American Society For Nutrition

Section 3:Terms. The President, Secretary, and Treasurer shall each serve a term on the Board of Directors concurrent with their terms in those respective offices. The representatives of the Scientific Councils and the Research Interest Sections, as well as the at-large members shall each serve a term of two (2) years. The terms of the at-large members shall be staggered such that one shall be elected annually. Terms shall commence on June 1.

Section 4: Meetings. The Board of Directors shall provide by resolution the time and place for the holding of regular meetings. Special meetings may be called by the President or by a majority of the members of the Board of Directors then in office. Written notice of any meetings of the Board of Directors shall be sent to each Board Director before the date of the meeting by any reasonable means.

Section 5: Quorum; Manner of Acting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Board of Directors members at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws. Board of Directors members may attend a meeting by telephonic or similar equipment by means of which all persons participating in the meeting can hear each other.

Section 6. Informal Action. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if unanimous written consent to such action is given.

Section 7. Executive Officer. The Board of Directors may appoint and compensate an Executive Officer. The Executive Officer shall be directly responsible to the Board of Directors and shall have the authority and responsibilities as assigned by the Board of Directors.

ARTICLE V. Officers
Section 1. Identification. The Officers of the Society shall be a President, a Secretary, a Treasurer, a Vice President, a Vice President-Elect, and a Past President. Only Regular Members may serve as an Officer of the Society.

Section 2. President. The President shall be the chief elected officer of the Society and shall preside at all meetings of the Society and of the Board of Directors. The President is an ex-officio member of all committees, except the Nominating Committee. The President shall serve a term of one year.

Section 3. Secretary. The Secretary shall be responsible for verifying that the office of the Executive Officer maintains a roster of the members, keeps minutes of the meetings of the Society and of the Board of Directors, and shall handle official correspondence of the Society. The Secretary shall serve a term of three years.

Section 4. Treasurer. The Treasurer shall serve as Chair of the Finance Committee and, whether performed personally or through the Executive Officer, shall be responsible for safeguarding the Society's funds, for disbursing same in accordance with the approved budget, for maintaining proper records and accounts, and for preparing and submitting an annual report to the membership detailing the financial status of the Society. The Treasurer shall serve in the position as Treasurer-Elect for one year and then serve a three-year term as Treasurer.

Section 5. Vice President. The Vice President shall serve a term of one year and shall succeed to the office of President.

Section 6. Vice President-Elect. The Vice President-Elect shall serve a term of one year and shall succeed to the office of Vice President.

Section 7. Past President. The President shall become the Past President upon expiration of his or her term as President, and shall serve in this office for a one-year period.

Section 8. Vacancies. Should any office become vacant for any reason, the Board of Directors shall appoint a replacement for the balance of the remaining term.

ARTICLE VI. Nominations and Elections
Section 1. Nominating Committee. The Nominating Committee shall consist of the Chair plus four elected members. The Chair of the Nominating Committee will be the Immediate ASN Past President, who shall serve a term of one year. The candidates for the Nominating Committee shall be slated by the Board of Directors. These Nominating Committee candidates shall be voted upon by the ASN members. From the proposed slate, those candidates who receive the largest number of votes shall be elected to the Committee. The term of service for Committee members shall be three years, and no person shall serve for more than two consecutive terms.

Section 2. Nominations. The Nominating Committee shall make nominations for the office of Vice President-Elect and one at-large member annually, and for Secretary and Treasurer-elect when applicable. The Chair of the Nominating Committee, having ascertained that each nominee is willing to serve if elected, shall transmit the Committee's list of nominees to the office of the Executive Officer. The latter shall prepare a ballot listing the nominees and also providing space for write-in nominations. The ballot shall be sent to each voting member of the Society, together with instructions and a deadline for its return.

Section 3. Election of Officers. To the extent allowed by law, the Board of Directors may allow any vote to be conducted in whole or in part via electronic means. A majority of the votes cast shall be required to elect. In the event that no one candidate receives a majority of the votes cast, a second ballot shall be taken between the two candidates with the highest number of votes on the first ballot. The second voting thus required shall be taken at the annual business meeting by the qualified members present.

ARTICLE VII. Scientific Councils
Section 1. Establishment. To represent a broad spectrum of nutrition research and to serve as the basis for governance in the Society, the Society shall establish Scientific Councils. The establishment of a Scientific Council must be approved by the Board of Directors, which may also approve rules of operation for the Scientific Councils. There shall be the following Scientific Councils: Global Nutrition, Medical Nutrition and Nutritional Sciences. The Board of Directors may approve such additional Scientific Councils as meet its criteria; these may include such Scientific Councils as Cellular and Molecular Nutrition, Human and Animal Metabolic Nutrition, and Public Health and Epidemiology.

Section 2. Status. Scientific Councils shall be subordinate bodies of the Society. They may not be incorporated, nor may they separate themselves from the Society.

Section 3. Governance. Each Scientific Council shall have a governing structure consistent with that of the Society and approved by the Board of Directors of the Society. Each Scientific Council shall elect a representative from among its Officers to serve on the Society Board of Directors.

Section 4. Membership. Only members of the Society may become members of a Scientific Council. Each member of the Society shall select one Scientific Council as the member's primary Scientific Council. Members may join additional Scientific Councils but may vote for Officers of their primary Scientific Council only.

ARTICLE VIII. Research Interest Sections
Section 1. Section 1. Establishment. To facilitate scientific exchange among members who focus on specific scientific topic areas that may cut across those of the various Scientific Councils, the Society shall establish Research Interest Sections. The establishment of a Research Interest Section must be approved by the Board of Directors, which may also approve rules of operation for the Research Interest Sections.

Section 2. Status. Research Interest Sections shall be subordinate bodies of the Society. They may not be incorporated, nor may they separate themselves from the Society.

Section 3. Governance. Each Research Interest Section shall have a governing structure consistent with that of the Society and approved by the Board of Directors of the Society. Regular and Associate Members may serve as Research Interest Section Officers. The Chairs of the Research Interest Sections shall elect a representative from among themselves or those who have previously served in this capacity to serve on the Society Board of Directors.

Section 4. Membership. Only members of the Society may become members of Research Interest Sections. Society members may choose to join one or more Research Interest Sections.

ARTICLE IX. Committees and Representatives
Section 1. Authority. The Society Board of Directors shall establish, or disband, such committees and designate such representatives as necessary or appropriate to serve the needs of the Society.

Section 2. Standing Committees. In addition to any other committees established by the Board of Directors, the Society shall have the following standing committees: Finance and Audit, Membership, Nominating, Public Information, Public Policy, Publications, Science and Education, and Strategic Oversight.

Section 3. Composition. The President shall appoint members of committees except for the Nominating Committee, whose members shall be selected as set forth in these Bylaws; and the Finance Committee, whose members also shall be selected as set forth in these Bylaws.

Section 4. Finance Committee. The Finance Committee shall consist of the Treasurer (as Chair), the Treasurer-Elect (in years when someone holds this office), the Executive Officer, and at least three additional members on a rotating basis for three-year terms appointed by the Board of Directors. The Committee shall prepare an annual budget subject to the approval of the Board of Directors, shall recommend to the Board of Directors investment policies concerning the Society's capital funds and cash balances, shall consider and attempt to devise ways and means to increase the Society's income, shall provide upon request advice and guidance in the financial aspects of other matters affecting the Society, and shall assist the Treasurer as necessary.

ARTICLE X. Publications
Section 1. Official Scientific Publications. The official scientific publications of the Society include The Journal of Nutrition, The American Journal of Clinical Nutrition and Advances in Nutrition. The Board of Directors shall designate and develop management policies for the official scientific publications of the Society.

Section 2. Editors and Editorial Boards. The editorial responsibilities and policies for each official scientific journal of the Society shall be vested in an Editor, Associate Editors, and an Editorial Board. Each editor will be independently responsible for the scientific integrity of his/her journal and enjoy freedom with respect to editorial matters and the scientific content of his/her journal. No editor will be obligated to accept any recommendation or instruction from the Board of Directors or the Executive Officer regarding the selection or content of any article accepted for publication as long as the editor is exercising his/her responsibilities in good faith and in the best interests of the Society and his/her journal.

Section 3. The Editor. The Editor of ASN scientific journals shall be appointed by the Board of Directors with the recommendation of a search committee, appointed by the Board of Directors and including members of each appropriate Scientific Council. The Editor shall be appointed for a term of five years and may be reappointed once. The reappointment may be for a period of less than five years by mutual agreement of the Editor and the Board of Directors.

Section 4. The Associate Editors. The Associate Editors of scientific journals shall be nominated by journal editors and approved and appointed by the Board of Directors. Associate Editors shall be appointed for a term of three years and may be reappointed. The reappointment may be for a period of less than three years by mutual agreement of the Editor and Associate Editor, subject to the approval of the Board of Directors.

Section 5. The Editorial Board. Members of the Editorial Board of scientific journals shall be nominated by journal editors and approved and appointed by the Board of Directors. Editorial Board members shall be appointed for a period of two years, except for persons filling vacancies, and may be reappointed. The recommendation of the Editor shall be considered by the Board of Directors in the reappointment of Board members.

Section 6. The Associate Editors and members of the Editorial Board of journals may be removed by the Board of Directors on the advice of the respective Editor.

ARTICLE XI. Meetings
Section 1. Annual Business Meeting. A business meeting of the Society shall be held yearly at the time and place selected by the Board of Directors.

Section 2. Special Meetings. A special meeting may be scheduled by the Board of Directors. A meeting must be called at the written request of 10% of the Regular, Associate, and Emeritus members of the Society. Notice specifying the purpose of the meeting, and the time and place of the meeting, shall be sent to each member at least ten days before the date of the meeting.

Section 3. Quorum. A quorum at all membership meetings of the Society shall be 100 voting members or one-tenth of all voting members, whichever is less.

Section 4. Electronic Meetings and Voting. To the extent allowed by law, the Board of Directors may allow any membership meeting to be conducted in whole or in part via electronic means, and/or to allow electronic voting in connection with any meeting.

ARTICLE XII. Indemnification
To the extent allowed by law, any person who is named as a defendant in a legal proceeding brought by a third party in their capacity as a current or former Officer or Board of Directors member shall be indemnified by the Society for costs, expenses, and damages actually and necessarily incurred by such person in defense of the legal proceeding.

ARTICLE XIII. Amendments
A proposed amendment to the Bylaws may be made by any Regular Member of the Society by forwarding such proposal(s) in writing to the Secretary, who shall present the proposal(s) to the Board of Directors. After Board of Directors approval, the Secretary shall send a copy of the proposed amendment(s) to each member with voting instructions. A simple majority of the votes cast shall be required to pass the amendment(s).

ARTICLE XIV. Parliamentary Authority
The business of the Board of Directors and all committees shall be conducted in accordance with the principle and procedures given in the current edition of Robert's Rules of Order Newly Revised unless the Board of Directors at any time shall have adopted special rules of order.