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(As approved November 15, 2015)
Preamble: All provisions of the Constitution and Bylaws of the Society are hereby incorporated into these Policies and Procedures by reference. Note also that in the following text, "Society" shall signify the American Physical Society, "Council" and “Board” signifies the Council of Representatives and the Board of Directors of the Society, respectively; "CEO" signifies the Chief Executive Officer of the Society; “EIC” Editor in Chief of the Society; and “Member” signifies Member of the Society. “Units” signify the Divisions, Topical Groups, Forum, and Sections of the Society.
B1. Composition: The President may appoint one (1) additional non-voting Director to the Board in order to provide needed expertise, subject to approval of the Board by majority vote. The designated Director will serve at the pleasure of the Board with no compensation. If the term of such appointment exceeds (or is extended to exceed) one (1) year, the appointment is also subject to the approval of the Council. In no case will the term of the designated Director be longer than three (3) years.
B2. Responsibilities: The Board, working with the CEO, will establish, periodically review, and pursue a Long-Term Strategic plan for the Society to fulfill its mission. The Board will also ensure preparation and implementation of an annual budget that supports the Society’s Long-Term Strategic plan as well as the Society’s day-to-day operations.
The Board is responsible for ensuring good relations between the Society and other scientific and engineering societies. The President may appoint, with Board advice and consent, Society representatives to other scientific and engineering societies as appropriate. These representatives shall report to the Council and the Board on an annual basis or as needed.
B3. Selection of the Chief Executive Officer (CEO): The Board is responsible for the selection and removal of the CEO.
B3.1 When a new CEO must be recruited, the President will, in consultation with the Board, name an ad hoc search committee, one member of which should be a member of the Presidential Line. The search committee will, using appropriate procedures, report their findings to the Board.
B3.2 The CEO may be appointed for up to a five-year term. The Compensation Committee will recommend to the Board, a compensation package for the CEO in accordance with documented market practices. The Compensation Committee will also review the CEO’s performance and compensation annually. The CEO serves at the pleasure of the Board and may be removed at any time.
B3.3 The CEO may be re-appointed by the Board for additional terms as it sees fit. Any reappointment will only be made after a thorough performance review by a CEO Review Committee in the penultimate year of any given term. The CEO Review committee will consist of the voting members of the Board and be chaired by the Immediate Past President (or the President, if the office of Immediate Past President is vacant).
B3.4 Appointment, renewal or removal of the CEO requires a majority vote of the Board, for which a quorum will consist of 2/3 of the voting members of the Board.
B4. Selection of the Editor in Chief (EIC): The CEO is responsible for the selection, renewal or removal of the EIC with the concurrence of the Board.
B4.1 When a new EIC must be recruited, the CEO and President will name an ad hoc search committee. The CEO will prepare a detailed job description for the EIC, subject to the approval of the Board, to guide the search. The search committee will, using appropriate procedures, select a short list of candidates for presentation to the CEO. The selection will be made by the CEO, subject to ratification by the Board by majority vote.
B4.2 The EIC may be appointed for up to a five-year term. The EIC may be removed by action of the CEO, subject to approval by the Board.
B4.3 The EIC’s performance will be reviewed annually by the CEO, who will make recommendations to the Compensation Committee on the EIC’s compensation package.
B4.4 The EIC may be re-appointed to additional terms. Such reappointment shall only be made after a performance review by an EIC Review Committee appointed by the President and consisting of members of the Board, and chaired by the Immediate Past President (or, if that office is vacant, by the President). The reappointment will be made by the CEO, subject to ratification by the Board.
B5. Selection of the Secretary: The Board is responsible for the selection and removal of the Corporate Secretary. The Board will appoint the Secretary either from Society staff, with concurrence of the CEO, or from the Board. The Corporate Secretary serves for this purpose as an officer of the Society. If appointed from the Society staff, any compensation of the Secretary in addition to his or her normal compensation is determined by the Board with concurrence of the Compensation Committee and the CEO.
B5.1 Duties of the Secretary: The Corporate Secretary is responsible for the preparation of the minutes of the Board and Council meetings, for tracking and filing all required legal papers, and for ensuring compliance with the Constitution and Bylaws, including regular review of current practice and District of Columbia (DC) law. The Secretary will also ensure that annual reports are submitted by all standing APS committees.
B6. Finances of the Society:
B6.1 Bank Accounts and Documents: The funds of the Society shall be deposited in the name of the Society in such banks or other financial institutions as may be designated by the Board or by officers authorized by the Board to select such institutions. Checks and other financial instruments may be signed or endorsed on behalf of the Society by the CEO and by such officers as may be designated by the Board or CEO from time to time. All deeds, mortgages, bonds, contracts, and other instruments may be executed on behalf of the Society by the CEO or by any other person or persons designated from time to time by the Board or the CEO, unless such power is restricted by Board resolution.
B6.2 Grants-and Contracts: A Unit or Committee seeking grants or contracts for the support of specific proposals of more than $10,000 must submit such proposals to the CEO for approval. The CEO may, at his or her discretion, submit any proposal to the Board for its approval.
B7. Board Committees: Any action taken by a special or standing Committee with delegated Board powers as specified in the C&BL Article V Section 12 must be reported to the Board within ten (10) days of that action. Board Committees should report to the Board at least ten (10) days in advance of the Board meeting at which the Board is requested to act on Board Committee recommendations. Each Board Committee must report in writing to the Board annually. The President may appoint ad hoc, non-voting members to any Board Committee upon the request of the Chair of that Committee.
B7.1 Executive Committee: The Executive Committee consists of the Presidential Line, the Speaker, the CEO (non-voting) and the Treasurer. The Executive Committee may not enter into binding contracts on behalf of the Society for an amount greater than $500,000, unless previously approved by the Board, or unless the action is consistent with the previously approved annual budget. The Executive Committee also has responsibility to propose candidates to fill the positions on the other Board Committees. After the Elections Meeting of the Council, the President-Elect will poll the newly elected Board members to determine their interest and availability to serve on the various committees.
B7.2 Audit Committee: The Audit Committee consists of four (4) Board members, who are not members of the Finance Committee. The Audit Committee members are appointed by the President-Elect and serve staggered four (4) year terms that may extend two years beyond their term on the Board. The Treasurer serves as the non-voting liaison between the Audit Committee and the Finance Committee. A member in his or her third year of service on the Audit Committee ordinarily serves as Chair. The Audit Committee will meet two (2) times per year, one (1) of which is a face-to-face meeting, and shall be responsible for reviewing and recommending to the Board the outside auditors every four (4) years. In addition, the Audit Committee will review the Society's Business Continuity Plan and assure that it is up-to-date.
B7.3 Finance Committee: The Finance Committee consists of the Treasurer, as chair, the President-Elect, the Vice-President, the CEO (ex-officio, non-voting) and three (3) other members of the Board appointed by the President-Elect to serve staggered three (3) year terms. It will meet at least two (2) times per year to (a) review the year over year financial operations of the society, (b) review and propose to the Board for approval the following year’s operating and capital budgets including the total compensation budget for the staff, (c) review the financial strategy and performance of the society, and (d) with the advice of the Investment Committee, review the investment strategy and performance of the society.
The Finance Committee meets with the officers of the Society during the initial budget planning process to establish overall goals and objectives for the next fiscal year and again as the budget is in the final stages of preparation. The Finance Committee provides the CEO with strategic guidance and with critical consideration of fundamental budget assumptions. The Treasurer, as Chair of the Finance Committee, will bring the proposed budget to the Board for approval.
B7.4 Investment Committee: The Investment Committee is advisory to the Finance Committee and consists of the Treasurer as Chair, the CEO (ex-officio, non-voting), the Vice President, and three (3) other Society Members appointed by the President-Elect to staggered three (3) year terms. The Investment Committee meets at least two (2) times per year to review the investment policies of the Society and the strategy and performance of the Society’s investments manager, and to make recommendations to the Finance Committee concerning these policies and strategies. The Treasurer, as Chair of the Finance Committee, will bring the proposed recommendations to the Board for approval.
B7.5 Governance Committee: The Governance Committee will consist of the Immediate Past President, plus the CEO and Corporate Secretary (both ex-officio, non-voting), and six (6) other members appointed by the President-Elect to staggered three (3) year terms. One of the members of the two non-statutory members of the Governance Committee appointed in any year should be a member of the Board elected from the Council. The Governance Committee will be chaired by the Immediate Past President, or in the case of a vacancy in that office, the chair will be selected by the Governance Committee Members. The Governance Committee will perform an annual review of the governance of the society, and performs a more extensive review every five years to ensure that Society governance documents are consistent with best practice and are working well. The committee will also evaluate the leadership development needs of the Society and ensure attention in this area.
B7.6 Compensation Committee: The Compensation Committee will consist of the Presidential Line (PL) and the Treasurer. The Committee will be chaired by the President-Elect. The Compensation Committee will meet annually to review and advise the Board regarding compensation of the CEO and other salaried Officers of the Society and ensures that all other society compensation policy and practices are based on appropriate regulations and market practices.
B8. Transition Provision: In the case of committees that existed under the old C&BLs or that are being subsumed into or becoming advisory to a new Board Committee, all existing members shall continue to serve until their stated terms end, and the composition and number of the committee members in each case specified in the new C&BLs and P&P documents be established as soon as possible through the replacement of old members as their terms end. This provision also applies to proposed members of the old C&BLs committee whose starting terms were postponed. This Transition Provision will not be in effect beyond December 31, 2016.