Mission
To develop and extend knowledge of nutrition of all species through fundamental, multidisciplinary, and clinical research; facilitate contact among investigators in nutrition, medicine and related fields of interest; support the dissemination and application of nutrition science to improve public health and clinical practice worldwide; promote graduate education and training of physicians in nutrition; provide reliable nutrition information to those who need it, and advocate for nutrition research and its application to development and implementation of policies and practices related to nutrition.Society ByLaws
(adopted July 1, 2005)ARTICLE I. Name
ARTICLE II. Purpose
ARTICLE III. Membership
ARTICLE IV. The Executive Board
ARTICLE V. Officers
ARTICLE VI. Nominations and Elections
ARTICLE VII. Scientific Councils
ARTICLE VIII. Research Interest Sections
ARTICLE IX. Committees and Representatives
ARTICLE X. Publications
A RTICLE XI. Meetings
ARTICLE XII. Indemnification
ARTICLE XIII. Amendments
ARTICLE XIV. Parliamentary Authority
ARTICLE I. Name
The name of the Society is: American Society for Nutrition.
ARTICLE II. Purpose
The purposes of the Society are: to develop and extend knowledge of nutrition of all species through fundamental, multidisciplinary, and clinical research; facilitate contact among investigators in nutrition, medicine and related fields of interest; support the dissemination and application of nutrition science to improve public health and clinical practice worldwide; promote graduate education; promote the training of physician scientists; provide reliable nutrition information to those who need it, and advocate for nutrition research and its application to development and implementation of policies and practices related to nutrition.
ARTICLE III. Membership
Section 1. Regular Members. Any individual with a doctoral-level degree and suitable scholarly achievements, as determined by the Executive Board, shall be eligible to be a Regular Member of the Society.
Section 2. Associate Members. Any individual with a doctoral-level degree or relevant professional accomplishments, as determined by the Executive Board, shall be eligible to be an Associate Member of the Society.
Section 3. Student Members. Any individual who is a candidate for an undergraduate, graduate, or medical degree shall be eligible to be a Student Member.
Section 4. Emeritus Members. Any member age 65 years or older may apply to the Executive Board for Emeritus Membership.
Section 5. Rights of Membership. All Members, except for Student Members, shall have the right to vote in elections for Society Officers and for Scientific Council Officers. Regular Members shall also have the right to vote on any other matter that is required by law or these Bylaws to be submitted to a membership vote, and shall have the right to serve as a Society or Scientific Council Officer. Any Scientific Council also may allow Associate Members to serve as Officers of that Scientific Council. Regular Members, Associate Members, and Emeritus Members shall have the right to sponsor abstracts at the Annual Meeting of the Society.
Section 6. Obligations of Membership. All members shall abide by these Bylaws and any other rules or regulations, including the payment of dues, established by the Executive Board that are not inconsistent with these Bylaws.
Section 7. Discipline of Members. Any member may be subject to discipline, including termination of membership status, for conduct contrary to the best interests of the Society or that may bring disrepute upon the Society, or for other good cause, as determined by, and upon majority vote of, the Executive Board.
Section 8. Administration of Membership Process. The Executive Board may further define any membership requirement and establish procedures for the application for membership, for the review, acceptance, or rejection of applications, and for the discipline of any member, as it deems appropriate in the best interests of the Society.
ARTICLE IV. The Executive Board
Section 1: Authority. The affairs of the Society shall be governed by an Executive Board.
Section 2: Composition. The Executive Board shall consist of the President, the Past President, Vice President and Vice President-Elect, the Secretary, the Treasurer, one representative from each Scientific Council, and one representative of the Research Interest Sections.
Section 3: Terms. The President, Secretary, and Treasurer shall each serve a term on the Executive Board concurrent with their terms in those respective offices. Scientific Council representatives likewise will serve terms concurrent with the terms on their respective Scientific Councils. The representative of the Research Interest Sections shall serve a term of two (2) years. Terms shall commence on June 1.
Section 4: Meetings. The Executive Board 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 Executive Board then in office. Written notice of any meetings of the Executive Board 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 Executive Board shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Executive Board members at a meeting at which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law or by these Bylaws. Executive Board 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 Executive Board may be taken without a meeting if unanimous written consent to such action is given.
Section 7. Executive Officer. The Executive Board may appoint and compensate an Executive Officer. The Executive Officer shall be directly responsible to the Executive Board and shall have the authority and responsibilities as assigned by the Executive Board.
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 Executive Board. 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 Executive Board, 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 Executive Board shall appoint a replacement for the balance of the remaining term.
ARTICLE VI. Nominations and Elections
Section 1. Nominating Committee. A Nominating Committee shall be elected by the voting membership of the Society. The President, Secretary, and Treasurer, with the President as Chair, shall propose five pairs of names selected from the membership. Each of the pairs proposed shall be from a different area of nutritional interest. Periodic identification, definition and review of the designated areas of interest are the responsibility of the Nominating Committee. After the President has ascertained that each nominee is willing to serve if elected, the five pairs of names shall be included on the ballot sent to the membership. The candidate receiving the largest number of votes shall serve as Chair. The Nominating Committee shall serve for one year. No member of the Nominating Committee shall serve for more than two consecutive terms.
Section 2. Nominations. The Nominating Committee shall make nominations for the office of Vice President-elect 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 Regular, Associate, and Emeritus member of the Society, together with instructions and a deadline for its return.
Section 3. Election of Officers. The President shall appoint tellers who, prior to the annual business meeting, shall count the ballots that have been received by the office of the Executive Officer no later than two weeks prior to the annual business meeting. The tellers shall present the results in writing to the President of the Society. 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 Executive Board, which may also approve rules of operation for the Scientific Councils. There shall be the following Scientific Councils: Medical Nutrition, International Nutrition, and Nutritional Sciences. The Executive Board 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 Executive Board of the Society. Each Scientific Council shall elect a representative from among its Officers to serve on the Society Executive Board.
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. 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 Executive Board, 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 Executive Board of the Society.
Only Regular 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 Executive Board.
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 Executive Board 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 Executive Board, the Society shall have the following standing committees: Membership, Long-Range Planning, Finance and Audit, Nominating, Publications, Public Policy, Public Information, Graduate and Professional Education, Scientific Meetings, and Awards.
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 three additional members on a rotating basis for three-year terms appointed by the Executive Board. The Committee shall prepare an annual budget subject to the approval of the Executive Board, shall recommend to the Executive Board 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 Journal of Nutrition and The American Journal of Clinical Nutrition are the official scientific publications of the Society. The Executive Board 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. Neither editor will be obligated to accept any recommendation or instruction from the Executive Board 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 each scientific journal shall be appointed by the Executive Board with the recommendation of a search committee appointed by the Executive Board that will be composed of 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 Executive Board.
Section 4. The Associate Editors. The associate editors of each scientific journal shall be nominated by each journal editor and approved and appointed by the Executive Board. 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 Executive Board.
Section 5. The Editorial Board. Members of the Editorial Board of each scientific journal shall be nominated by each journal editor and approved and appointed by the Executive Board. 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 Executive Board in the reappointment of Board members.
Section 6. The Associate Editors and members of the Editorial Board of each journal may be removed by the Executive Board 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 Executive Board.
Section 2. Special Meetings. A special meeting may be scheduled by the Executive Board. 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 mailed 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 Executive Board 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 Executive Board 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 Executive Board. After Executive Board approval, the Secretary shall send a copy of the proposed amendment(s) to each member either with notification that the amendment(s) will be voted upon at the next annual meeting or with a mail ballot and instructions for its return. A simple majority of the votes cast shall be required to pass the amendment(s).
ARTICLE XIV. Parliamentary Authority
The business of the Executive Board 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 Executive Board at any time shall have adopted special rules of order.