Bylaws

Article I – Mission

ASHG’s mission is to advance human genetics and genomics in science, health, and society through excellence in research, education, and advocacy.

Article II – Membership and Dues

Section 1: MEMBERSHIP CATEGORIES. There are four (4) membership categories: regular, early career, trainee, and emeritus.

1. REGULAR: Any person with an interest in supporting the objectives of the Society.
2. EARLY CAREER: Any junior, non-tenured faculty with less than five years of experience or equivalent experience in a non-academic position.
3. TRAINEE: Any postdoctoral fellows, residents, and bona fide students participating in degree-granting programs. Trainee membership shall terminate at the end of the first membership year in which the Trainee is eligible to apply for another class of membership after completing or otherwise leaving a degree program. No individual shall remain a trainee member for longer than eight years without documentation of postdoctoral-fellow, resident, or student status.
4. EMERITUS: Any person who has retired from their full-time position or practice and has been a Regular member for at least fifteen years.

Section 2: VOTING RIGHTS. All members are eligible to vote.

Section 3: DUES. Dues shall be assessed on each member on a calendar-year basis in amounts set for each member category by the Board of Directors. Emeritus members shall not be required to pay dues. Upon payment of the dues assessed, an individual shall be a member in good standing entitled to all membership rights and benefits.

Section 4: MEMBERSHIP REVOCATION. Any membership may be terminated for cause by a two-thirds vote of the Board of Directors, including for violations of the Bylaws or any agreement, rule, or practice properly adopted by the Society, breaches of the Code of Professional Conduct of the Society, or any other conduct prejudicial to the Society in accordance with the Board of Directors Policy Manual. Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for termination and does not require advance notice to the member and deliberation of the Board. Any member proposed for expulsion for another reason is given advance written notice including the reason for the proposed termination, opportunity to contest the proposed termination in writing or in person before the Board of Directors, and final written notice of the Board’s decision.

Article III – Board of Directors

Section 1: COMPOSITION. The Society shall be managed by a Board of Directors of sixteen (16) to nineteen (19) voting members, the number to be determined by the Board each year. Notwithstanding the foregoing, two additional directors may be elected to the Board if the Secretary or Treasurer is elected to the Board from outside the sitting members (See Article IV). A majority of the voting members of the Board of Directors shall constitute a quorum, of which one must be the President, President-elect, or Immediate Past President. It is the responsibility of the Chair to assure that a quorum is present at all times. This rule may not be suspended by the Chair. Officers and Directors will begin January 1st following the election.

1. OFFICERS.
   1. PRESIDENTIAL OFFICERS. The PRESIDENT shall preside at all meetings of the Society and of the Board of Directors, represent the Board of Directors in its relationship with the CEO, be responsible for executing Board-approved policies, and serve as the Society spokesperson. The PRESIDENT-ELECT shall preside in the absence of the President. If the President is incapacitated, the President-elect shall act in the stead of the President, while remaining President-elect. The PAST PRESIDENT shall serve a single year and may act in the stead of the President if the President-elect is not able to do so. The Immediate Past President shall work with the President and President-elect to facilitate a smooth transition year to year.
   2. SECRETARY. The SECRETARY shall be responsible for the minutes of all Board meetings and overseeing Society records. The Secretary, or Secretary’s designee, shall report on the status of membership at Board meetings and at the Society’s Annual Meeting.
   3. TREASURER. The TREASURER shall serve as the chair of the Finance & Audit Committee and oversee the funds of the Society. The Treasurer shall present regular updates to the Board of Directors. Prior to the start of each new fiscal year, ensure the Chief Executive Officer presents a budget for approval. In years with a TREASURER-ELECT, the Treasurer-Elect shall be a voting member of the Executive Committee.
   4. CHIEF EXECUTIVE OFFICER. The CHIEF EXECUTIVE OFFICER manages the Society’s strategy and policy as approved by the Board of Directors. The CEO shall hold office pursuant to the terms of their employment agreement. The CEO has exclusive authority over the staff of the Society. Specifically, the CEO shall:
      1. Implement organizational strategies and priorities as approved by the Board of Directors.
      2. Authorize all staff policies, be responsible for the conduct and operation of all staff personnel, and coordinate all programs, projects and major staff activities
      3. Direct the development and maintenance of appropriate fiscal and budgetary procedures, together with the Finance Committee and the Treasurer, and ensure that authorized expenditures are properly administered.
      4. Plan and organize the annual event according to Society policies.
      5. Serve, ex-officio (non-voting), as a member of the Board of Directors.
2. DIRECTORS. The DIRECTORS shall include one member each from the trainee and early career membership categories. The early career and trainee members shall retain their positions on the Board for a full term irrespective of a change in professional status. The named officers shall serve during their incumbency in office. Each of the other Directors shall be elected for a three (3)-year term, with approximately one-third (⅓) of the positions designated for election each year.

Section 2: FUNCTIONS. The Board of Directors shall oversee the Society’s affairs; set Society policies; assess and anticipate emerging needs of the Society and in human genetics and genomics; serve as public stewards and advocates of the Society and its mission; monitor program effectiveness; appoint Journal Editors-in-Chief; ensure the organization is fiscally sound; approve the annual budget and delegate signing authority; and conduct such other business as may be desirable.

In the event of a vacancy in the office of President, the President-elect shall assume the office of President while remaining President-elect.

Section 3: MEETINGS. The Board of Directors shall meet at the time of the Annual Meeting of the Society and other times as it deems necessary. Special meetings may be called by the President or by the written petition of a quorum of the Board.

The Society shall, at its own expense, provide appropriate liability insurance for all directors and officers of the corporation.

Article IV – Election of Directors and Officers

Section 1: PRESIDENT AND DIRECTORS. Annually by ballot, the membership shall elect a President who will serve a three-year term on the Board (as President-elect, President, and Past President) and at least one- third (⅓) of the directors annually by ballot. A draft ballot shall be composed by the Nominating Committee to the Executive Committee for review and approval. The Executive Committee may consult with the full Board if necessary. The slate shall consist of at least one (1) candidate for President and at least two (2) candidates for each vacant Director position.

1. TIMING. A call for nominations shall be sent to the membership at least eight (8) weeks prior to the distribution of ballots. Ballots shall be sent no less than eight (8) weeks before the Annual Meeting.
2. ELIGIBILITY. Members of the Nominating Committee shall not be eligible for nomination. No incumbent member of the Board of Directors who was elected by the membership shall be eligible for immediate re-election at the expiration of his or her term. A former Board member may, however, stand for re-election after an absence of at least three (3) years from the Board of Directors. Except for the Chief Executive Officer, all Board members must be Society members in good standing to be placed on the ballot and remain so throughout their terms.
3. BOARD VACANCIES. If a Board vacancy occurs, the position shall be filled by an individual approved by a majority Board vote (but not less than a quorum) and serve the remainder of the unexpired term.
4. REMOVAL OF A BOARD MEMBER. Any Board member can be removed for cause by a vote of two- thirds (2/3) of all voting Board of Directors members, after an opportunity to be heard. “For cause” may include two (2) consecutive absences from board meetings.

Section 2: SECRETARY. The Board shall elect a Secretary and for a three (3) year term from among sitting Board members, coincident with their regular terms and subject to reappointment. The Board reserves the right to elect the Secretary to the Board from outside the sitting Board members if the members agree the requisite knowledge is not available within that body.

Section 3: TREASURER. The Board shall elect a Treasurer from among sitting Board members. Following election, the individual shall continue Board service in their director capacity and as Treasurer-elect one year prior to the end of the current Treasurer’s term and then serve a remaining two (2) years. The Board reserves the right to elect the Treasurer to the Board from outside the sitting Board members if the members agree the requisite knowledge is not available within that body.

Article V – Publications

Section 1: JOURNAL. The Society shall publish a Journal(s) that shall be made available to all eligible members.

Section 2: JOURNAL EDITORS-IN-CHIEF. The JOURNAL EDITORS-IN-CHIEF shall be responsible for editing and publishing ASHG journals. The journal Editors-in-Chief shall appoint Associate Editors, who, together with the Editor-in-Chief, shall constitute the Editorial Board of each journal. The Journal Editors shall be appointed by the Board of Directors.

Section 3: OTHER PUBLICATIONS. The Board of Directors shall authorize other publications that it deems are in the interest of the Society and its members.

Article VI – Affiliations

The Society may affiliate with such professional and scientific organizations as the Board of Directors may determine. All necessary expenditures for purposes of such affiliation shall be approved by the Board of Directors. Through majority vote, the Board or Executive Committee may name regular members of the Society as representatives to other organizations when it deems such action desirable. The Board shall review all such affiliations and associated expenses annually.

Article VII – Committees

Section 1: CREATION. COMMITTEES & OTHER WORKING GROUPS. The Board may create or dissolve committees, working groups, or task forces as needed. Unless otherwise recommended by the Nominating Committee and approved by the Board, most business committee member terms shall be three years and members will be eligible for renewal.

Section 2: APPOINTMENT, SERVICE. Committee members, except those serving by virtue of holding other office, shall be appointed by the President in consultation with the Executive Committee, and may be removed by a majority vote of the Board of Directors. The President’s appointments shall, to the extent possible, reflect the diversity of the Society’s membership. The President shall designate the chairperson of each committee, also in consultation with the Executive Committee. The Board may add or remove standing committees and may effect changes in the composition of standing committees – including the number of members and rotation schedules – by majority vote and without amendment of these Bylaws. The standing committees are:

1. The EXECUTIVE COMMITTEE. The Executive Committee shall consist of the President as chair, President-elect, Past President, Secretary, Treasurer, Treasurer-elect (when applicable), and CEO and may act on behalf of the Board between meetings.
2. The FINANCE & AUDIT COMMITTEE. The Finance & Audit Committee shall advise the Board on the allocation of funds and the disposition of the Society’s reserve funds, within guidelines set by the Board and oversee completion and review of the external audit for presentation to the Board. It will comprise the Treasurer as Chair; the President-elect; the Past President; CEO and its designate(s); the Board-elected Treasurer-elect, when existent; and 3 non-Board Members. Upon a Treasurer- elect’s assumption of the Treasurer role, the immediate past Treasurer shall serve one year on the committee. The Treasurer also shall ensure that the Chief Executive Officer arranges for an annual external audit of the Society’s finances. The Treasurer will conduct an independent review of the annual audit in conjunction with representatives of the auditing agency.
3. The NOMINATING COMMITTEE. The NOMINATING COMMITTEE shall identify and develop volunteer leadership to meet the needs of the Society’s vision, strategies, and programs, recommending Board election slates and committee appointments to the Board for approval. The committee creates the annual election slate for Board position openings to support Society-identified needs and goals. It identifies and recommends members to serve on committees, enabling committees to execute Board-approved goals and foster a pipeline of potential society leaders. It seeks to ensure diversity, in all its forms, in leadership positions.

Article VIII – Amendments

These Bylaws may be amended by a majority of the Board of Directors, and any such action shall be ratified by a majority vote of members responding to a ballot sent to members by email or other electronic form no less than eight (8) weeks before the date set for receipt of the ballots.

Article IX – DISSOLUTION

 In the event of the Society’s dissolution, title to and possession of all the Society’s property shall pass to such organization or organizations qualified as exempt under Section 501(c)3 of the Internal Revenue Code that, in the opinion of the Board, is or are best fitted to carry out the purposes of the American Society of Human Genetics.