Constitution & Bylaws



The founding of the Biophysical Society was the outgrowth of the initiative of the Committee of Four, composed of Samuel A. Talbot, Chairman, Kenneth S. Cole, Ernest C. Pollard and Otto H. Schmitt, elected by a group of interested scientists at the Federation Meeting in Atlantic City, April, 1956. This Committee, assisted by Ralph W. Stacy, Local Arrangements Chairman and Herman P. Schwan, Publicity Chairman, organized and administered the First National Biophysics Conference held in Columbus, Ohio, March 4-6, 1957. At the business meeting held during this conference, presided over by Max A. Lauffer, the decision was made to organize the Biophysical Society and a Temporary Council was elected. The Temporary Council later elected Robley C. Williams as its President, adopted the Constitution and Bylaws of the Society, developed by a committee chaired by Max A. Lauffer, formulated a temporary plan of operation for the first year of the Society, prepared a slate of officers for the first year and planned, with Cyrus Levinthal as Program Chairman and Arthur K. Solomon as Local Arrangements Chairman, the second meeting of the Biophysical Society held early in 1958 in Cambridge, Massachusetts. At this meeting, the recommendations of the Temporary Council were accepted, the Constitution and Bylaws were ratified and the proposed slate of officers elected, thereby formally founding the Biophysical Society.

Adopted February 1958; amended September 1991; amended August 1999; amended August 2002; amended August 2006; amended April 2012.

 

Constitution

Article i
Name: The name of the society shall be the Biophysical Society.

Article ii
Purpose: The purpose of the Biophysical Society is to encourage development and dissemination of knowledge in biophysics.

Article iii
Membership: Membership in the Biophysical Society shall be open to scientists who share the stated purpose of the Society and who have educational, research, or practical experience in biophysics or in an allied scientific field.

Article iv
Officers: The officers of the Society shall be a president, a president-elect, a secretary, and a treasurer. The president-elect shall serve one year as such, followed by one year as president. No person shall ever be eligible for re-election to the presidency.

The secretary and the treasurer shall be elected to staggered terms of four years. No person may hold the office of secretary and/or of treasurer for more than one term. A new secretary-elect and/or treasurer-elect shall work with the incumbent secretary and/or treasurer for six months during the latters’ terminal year in office before assuming the responsibilities of the office. The four-year term shall begin with the assumption of full duties of the office.

Article v
Council: There shall be a council responsible for the fulfillment of the scientific and business obligations of the Society.

The officers, the immediate past-president, and twelve elected members shall constitute this Council. The elected councilors shall be chosen by the membership of the Society for three-year terms, four to be elected each year. No elected member of the Council shall be eligible for reelection until one year after the expiration of a full three-year term.

Article vi

The Council shall appoint and compensate an Executive Officer to assist in carrying on the functions of the Society, including receipt and disbursement of funds. The Executive Officer shall not hold elective office in the Society.

Article vii
Affiliations: The Society is empowered to affiliate with other organizations.

Proposals for affiliation may be initiated by individual members of the Council or by a petition to the Council signed by 0.5% of the regular members of the Society. To become effective, such proposals must be approved by a two-thirds majority of the Council, must be discussed at a succeeding business meeting of the Society, and must be ratified in a mail ballot by two-thirds of those members of the Society voting.

Article viii
Bylaws: The provisions of the Constitution of the Biophysical Society shall be carried out in accordance with the current Bylaws of the Society.

Article ix
Amendments to the Constitution: Amendments may be initiated by individual members of the Council or by a petition to the Council signed by 0.5% of the regular members of the Society. Amendments must be approved by a two-thirds majority of the Council, must then be discussed at a subsequent business meeting of the Society, and must finally be ratified in a mail ballot by two-thirds of those members of the Society voting.

Article x
Dissolution: Dissolution of the Society for any cause shall be initiated by individual members of the Council or by a petition to the Council signed by 0.5% of the regular members of the Society. Such motion or petition must be approved by a two-thirds majority of the Council, must then be discussed at a subsequent business meeting of the Society, and must finally be ratified in a mail ballot by two-thirds of those members of the Society voting. Dissolution must be in accordance with applicable regulations of the 1965 Internal Revenue Code, Section 506, or any amendments thereto. All funds and other assets of the Society, including any rights to funds, present or future, contingent or actual, shall be irrevocably assigned and transferred to any successor society which has among its principal purposes the encouragement, development and dissemination of knowledge in the biological or physical sciences, and has qualified as an exempt organization under Section 501 of the 1956 Internal Revenue Code. Such activities or any amendments thereto need not be the only purpose of the successor society. The selection of the successor society must be approved by a two-thirds vote of the Council and named in the Council’s minutes and its Articles of Dissolution, but need not be named in the motion of petition for dissolution. At the discretion of the Council, upon approval by a two-thirds vote of the Council, the naming of the selection may be included in the mail ballot submitted to the membership for ratification.

 

Bylaws

Article i
Membership: The Society shall consist of regular members (including charter members) and student members. It can admit to membership applicants eligible under Article III of the Constitution. Applicants must complete a Society membership form and submit it to the Society office for approval.

Only regular members in good standing shall have the right to vote, to sponsor new members, or to hold office. Charter members are those who have been admitted to the Society and who have paid their dues for 1957. Provided that dues are paid as specified in Article III of the Bylaws, charter members continue as regular members of the Society without further application. Students pursuing a course of study in biophysics or in related sciences, can be admitted to student membership (for a period not exceeding five years) when sponsored by a PI. 

Article ii
Meetings: The Biophysical Society is authorized to hold scientific meetings, international, national and regional. There shall be held, at least annually, a business meeting in connection with a major scientific meeting of the Society. Parliamentary procedures to be followed in the business meeting shall be those specified in “Robert’s Rules of Order, Revised.” Five per cent of the regular members, or 50, whichever is smaller, shall constitute a quorum.

Article iii
Dues: The fiscal year of the Society shall run from July 1 through June 30 of the subsequent calendar year. Membership will be by calendar year.

Membership dues may be changed from time to time by the Council, subject to approval by a majority vote of the members at an annual business meeting.

Annual dues are payable on October 1 for the subsequent calendar year. Members who have not paid will be notified and if they still have not paid will be dropped from the mailing and subscription lists on the first day of January. Prior to the following July 1, members will be reinstated upon payment of dues; if in arrears on that date, they will be dropped from membership. Members admitted prior to July 1 will be billed for dues for the current calendar year; members admitted after July 1 will begin paying dues and receiving privileges on the following January 1.

Article iv
Publications: The Biophysical Society is empowered to publish or to enter into agreements with others to publish such journals and other publications (abstracts, reviews, newsletters, etc.) as may be authorized by a two-thirds majority vote of the Council and a two-thirds majority vote of the members at a subsequent annual business meeting. Changes in the agreements which implement the publishing of duly established journal or other organ may be authorized by a majority vote of the Council.

Article v
Duties of Officers: It shall be the duty of the president to preside over the annual business meeting of the Society, to serve as chair of the Council, to appoint and charge, with the approval of Council, the chair and members of all committees of the Council, except the nominating committee, and to carry out other activities usually pertaining to the office. The president-elect shall serve in the place of the president in his/her absence. The president-elect will automatically succeed to the presidency when the office becomes vacant.      

The secretary of the Society shall carry out other duties that usually pertain to this office. The secretary-elect shall work closely with the incumbent to become familiar with the duties of the office. The treasurer of the Society is responsible for overseeing the Society's finances, including budget and reserves.

The treasurer-elect shall work closely with the incumbent to become familiar with the duties of the office.

Article vi
Duties of the Council: The duties of the Council shall be to determine the policies for the good of the Society and the science it represents in accordance with the Constitution and to implement the execution of these policies as provided in these Bylaws. It shall plan scientific meetings; it shall authorize the expenditure of Society funds; and it shall obtain an annual audit of the Society finances.  The Council shall elect the nominating committee and name its chair. It shall elect a publications committee with 6 members and designate its chair. Publications Committee members shall serve for three years and terms shall be staggered so that two members of the committee retire at the end of each fiscal year. The publications committee shall be responsible for managing publications of the Society. It shall appoint all editors and editorial boards; such appointments shall be approved by Council. Editors chosen by the committee and approved by Council shall meet with Council and Publications Committee. The committee shall also secure approval of its budget from the Council.           

The Council shall meet, at the call of the President, at least four times per year: first, after the annual business meeting, and again in the spring, in the fall, and at the start of the Annual Meeting. At the first meeting (New Council) it shall elect the nominating committee and name its chair. Newly elected Council members and officers who have not yet taken office are expected to attend this meeting, but may not vote. A new Council may conduct business before, but its actions become effective only after, the newly elected members take office.

At the third and fourth regular meeting it shall consider changes in dues, amendments to the Constitution and Bylaws, and proposals for affiliation, and set the agenda for the business meeting. 

The Council shall have power to conduct other business by means of mail vote.

Article vii
Nominating Committee: The nominating committee shall consist of at least five members of the Society, at least two of whom shall not be members of the Council. The immediate past president during the year following the election of the nominating committee shall be a member of the committee. The nominating committee shall be elected in accordance with Article VI of the Bylaws for a period of one year. It will be the responsibility of the nominating committee to prepare lists of nominees from the regular members as described in Article IX of the Bylaws and to ascertain the willingness of each nominee, if elected, to serve and to attend, without expense to the Society, the meetings of the Council held in conjuction with the Annual Meeting as specified in Article VI of the Bylaws. The nominating committee shall report its list of nominees to Council in the year following its election.

Article viii
Election and terms of Officers and of Council: Nominations for offices to become vacant shall be made by the nominating committee. Nominations for secretary and treasurer shall be made one year prior to the end of the term of the incumbent. Nominations will also be received by petition. Each petition must be signed by 0.5% of the regular members of the Society and must contain a written statement by the nominee that he/she is willing, if elected, to serve and to attend Council meetings as described in Article VI.

The final list of nominees arranged as a ballot shall be mailed to the members by June 15 and the ballots must be returned to the secretary before August 1. In order that the names of persons nominated by petition appear on the ballot, the petitions must be received by the secretary by October 1 the year before the election. The candidate for each office receiving the highest number of votes will be elected.

The election of Council members shall follow the same schedule as for the election of officers. The slate of the nominating committee shall contain at least five more names than the number of vacancies for both full and unexpired terms. Additional nominations to the Council may be made by petition. Each petition must be signed by 0.5% of the regular members of the Society and must contain a written statement of willingness, if elected, to serve and to attend Council meetings as described in Article VI. Those receiving the highest number of votes shall have priority for the longer terms among the vacancies.

With the exception of the treasurer and secretary, all officers and Council members shall take office at the end of the annual business meeting. The treasurer and secretary shall take office at the beginning of the fiscal year immediately following the election. However, all officers shall continue until relieved by their successors. The secretary-elect and treasurer-elect shall begin learning the duties of the offices immediately upon notice of election.

Interim vacancies on the Council (including those created by inability to serve and by election of a Council member to an office or as editor) shall be filled in the order of votes received by those on the slate but otherwise failing of election, at the last regular election. Interim vacancies in the offices of the treasurer or of secretary shall be filled by the Council until the completion of the next regular election. An interim vacancy in the presidency shall be filled by advancement of the president-elect; however, in the event that there is no president-elect to advance, the Council shall elect one of its number as acting president to serve until completion of the next regular election.

Article ix
Amendments to the Bylaws: Amendments to the Bylaws shall be made according to the same procedure as amendments to the Constitution, except that a majority vote shall suffice for ratification.

Article x
The Council may upon petition by at least 100 regular members, form within the Society a Group of members charged with the advancement and dissemination of knowledge of a specific area of biophysics. Accompanying the petition shall be the bylaws of the proposed Group.

The senior officer of the Group shall be elected by the members constituting the Group, and will be known as Group Chair. This chair shall report the activities and needs of the Group to Council.          

Council will consider on a yearly basis termination of any group not maintaining 50 regular members or not presenting a scientific program at the Annual Meeting.

Article xi
The Council may, upon petition by at least 50 regular members, form within the Society a Regional Chapter of members charged with the advancement and dissemination of knowledge of biophysics within that region. Accompanying the petition shall be the bylaws of the proposed Regional Chapter and a statement of its aims.

The senior officer of the Regional Chapter shall be elected by the members constituting the Chapter and shall be known as the Chapter Chair. This chair shall report the activities of the Chapter to the Council of the Society when and where they suggest. Any Regional Chapter may be dissolved at the discretion of the Council.