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As approved by the APS Council of Representatives, November 12, 2016.
The name of this corporation is American Physical Society (the “Society”).
In the firm belief that an understanding of the nature of the physical universe will be of benefit to all humanity, the Society shall have as its objective the advancement and diffusion of the knowledge of physics.
Section 1. Membership. The membership of the Society shall consist of Members and Fellows (who collectively are referred to as “members” or the “membership”).
Section 2. Members. There may be accepted as Members persons of any of the following classes: (a) students interested in physics or physics-related science; (b) teachers of physics; (c) other persons professionally trained in physics and engaged in its advancement; (d) persons engaged in lines of work related to physics; and (e) persons who are not professionally engaged in either physics or related lines, but whose interest and activity in the science would make them desirable Members. Applications to become a Member shall be considered according to procedures established by the Council of Representatives (the “Council”).
Section 3. Fellows. There shall be elected as Fellows only those Members who have made exceptional contributions to the physics enterprise as determined by procedures established by the Council. The Council’s vote on admission to Fellowship shall be determinative, subject to procedures established by the Council.
Section 4. Maintenance of Membership. Requirements for maintenance of membership, including payment of dues, shall be fixed by the Board of Directors (the “Board”) from time to time.
Section 5. Termination of Membership. A member may be terminated for nonpayment of dues or for other reasons specified by the Board, in accordance with policies established by the Board. Such termination shall not relieve the member from other obligations that may exist.
Section 1. Composition and Term. The Board shall be responsible for the overall management of the Society, including all matters of corporate governance and finance. The Board shall consist of the President, the President-Elect, the Vice President, the Immediate Past President (collectively, the "Presidential Line"), the Treasurer, and nine or ten Councilors (including the Speaker of the Council) elected by the Council to serve as members of the Board ("Directors"). The President shall have the right to designate an additional non-voting Director to provide needed expertise, with such designation subject to the approval of the Board. If the term of such appointment exceeds (or is extended to exceed) one year, the appointment shall also be subject to the approval of the Council. The Chief Executive Officer (the "CEO") and the Editor in Chief shall serve as ex officio, non-voting, members of the Board. The President shall be the Chair of the Board. Directors who are elected by the Council shall have a term of three years. A Councilor shall be eligible for election as Director at the end of his or her first year of service on the Council, or may become a Director upon his or her election as Speaker of the Council. The Directors elected by the Council shall be classified by the Board into three classes of three, with one class up for election each year. If a Councilor who is not already a Director is elected as Speaker of the Council, such person shall serve contemporaneously as a Director. In no event shall the number of Directors elected by the Council, including the Speaker of the Council, exceed ten.
Section 2. Authority and Duties. The Board shall have overall responsibility for the governance and affairs of the Society, including:
Section 3. Meetings. The Board shall meet at least three times per year. Additional meetings may be called by a majority of the members of the Board, or by the President. Notice of meetings shall be given at least 15 days in advance of the date of such meeting. A majority of Directors (other than ex officio or non-voting Directors) then in office shall constitute a quorum. An affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.
Section 4. Action Without a Meeting. Any action that may be taken by the Board at a meeting may be taken without a meeting if each Director (other than ex officio or non-voting Directors) delivers to the Society a signed consent (or equivalent electronic transmission) describing the action to be taken and signifying the Director’s consent to such action.
Section 5. Removal. The Board may, by vote of at least two-thirds of the Directors voting at a meeting at which a quorum is present, remove a Director for cause, as determined by reference to the District of Columbia Nonprofit Corporation Act provisions relating to the removal of Directors. Any Director who is removed as a Councilor pursuant to Section 7 of Article V shall automatically be removed from the Board without further action. Any person who serves on the Board by virtue of his or her status as an officer of the Society pursuant to Article VII shall cease to serve on the Board at the time as such person ceases to be an officer.
Section 6. Vacancies. Any vacancy on the Board with respect to a Director elected by the Council may be filled by vote of the Council for the remainder of such Director’s term, provided that the person so elected must have been qualified for election to such Board seat at the time that the original term began. Any vacancy on the Board arising by reason of a person ceasing to serve as an officer who sits on the Board by virtue of such office shall be filled by the person selected to replace such officer.
Section 7. Executive Committee. The Board shall create an Executive Committee consisting of the Presidential Line, the Speaker, the CEO (as a non-voting member), and such other Directors, if any, as the Board may specify. The Executive Committee shall have the power to take actions in lieu of the Board during periods between meetings of the Board with respect to the day-to-day operations of the Society, implementation of strategies and plans approved by the Board, and matters requiring immediate action. Actions of the Executive Committee must be reported to the Board within ten (10) days. A majority of the members of the full Executive Committee shall constitute a quorum for any meeting, and the affirmative vote of a majority of the members of the full Executive Committee shall be required for the approval of any action of the Executive Committee.
Section 8. Audit Committee. The Board shall create an Audit Committee consisting of Directors who are not officers of the Society or otherwise directly involved in the business management of the Society (although at the discretion of the Board the Treasurer may serve on the Audit Committee). Following each fiscal year the Audit Committee shall review the audit of the Society’s financial statements with the Society’s auditors and submit a written report to the Board, which shall include recommendations on fiscal management issues.
Section 9. Finance Committee. The Board shall create a Finance Committee consisting of the Treasurer (who shall be the Chair of the Committee), the President-Elect, and such other Directors as the Board may specify. The Finance Committee shall oversee the budget process and shall oversee the Society’s investments and financial affairs.
Section 10. Governance Committee. The Board shall create a Governance Committee, consisting of such persons as the Board may specify. The Governance Committee shall be responsible for reviewing periodically the effectiveness of governance structures and processes, including the Articles of Incorporation and Constitution and Bylaws of the Society and the Policies and Procedures of the Society, and for making recommendations to the Board and the Council of any appropriate changes.
Section 11. Compensation Committee. The Board shall create a Compensation Committee consisting of the Presidential Line and such other Directors, if any, as the Board may specify. The Compensation Committee shall review and advise the Board regarding compensation of the CEO and other staff officers of the Society.
Section 12. Other Committees. The Board may create from time to time one or more other standing or special committees of the Board composed entirely of one or more Directors. The Board may delegate to such committees any powers of the Board that are authorized to be delegated by law. The Board may also create from time to time one or more other committees, the membership of which need not be limited to Directors, that are advisory but do not have the delegated authority of the Board.
Section 13. Committee Meetings. Except as otherwise specified herein or in the Policies and Procedures of the Society, a majority of the members of any committee reporting to the Board shall constitute a quorum for any meeting of such committee, and the affirmative vote of a majority of the members present at such meeting shall be required for the approval of any action by such committee.
Section 1. Authority and Duties. The Council shall focus on all matters of science and membership, including science policy. Responsibilities of the Council, subject to the ultimate oversight and direction of the Board, shall include:
The Council may bring recommendations to the Board and the Board shall formally respond to those recommendations. The Council may not take actions inconsistent with the decisions of the Board regarding the overall management of the Society.
Section 2. Composition. The Council shall consist of four General Councilors elected by the membership at large, four International Councilors, whose primary residence is outside the United States, elected by the membership at large, the Presidential Line, the Treasurer, Councilors representing the Divisions, Forums, and Sections, and Councilors representing Committees of the Society as determined by procedures established by the Board and the Council. The number of Councilors representing Divisions, Forums, and Sections shall be determined according to procedures established by the Council. The CEO and Editor in Chief (as defined in Article VII) shall serve as ex officio members of the Council, without the right to vote. At its discretion the Council may request other persons to sit with the Council as advisors. To be eligible to serve as a Councilor, a person must be a member of the Society in good standing.
Section 3. Leadership. The Council shall elect a Speaker, pursuant to procedures established by the Council. The Speaker must at all times be a member of the Council. The Council shall be led by a Steering Committee consisting of the Speaker, the President-Elect, the CEO (on a non-voting basis), and members elected from among the Councilors according to procedures established by the Council. The Speaker shall lead the Steering Committee. The Steering Committee shall develop and oversee the Council’s work, define issues of importance for Council deliberation, plan the meetings of the Council, and determine the draft agenda for Council meetings. The Steering Committee shall have the authority to conduct the affairs of the Council between Council meetings, provided that the Steering Committee may not contradict Council or Board policies or decisions. Actions of the Steering Committee must be reported to the Council within ten (10) days.
Section 4. Meetings. The Council shall have regularly scheduled meetings at least twice a year, at dates determined by the Council. Additional meetings shall be held as scheduled by the Speaker or at the request of at least one quarter of the Councilors, or at the request of the President-Elect. Notice of additional meetings shall be given to Councilors at least 20 days in advance of the date of such meeting. The Speaker shall preside over Council meetings. The presence of a majority of Councilors, including at least three officers of the Society or two officers and the Speaker, shall constitute a quorum. Except as otherwise provided herein, a majority of votes cast at a meeting at which a quorum is present shall be sufficient to constitute the action of the Council. Council meetings shall be open to members of the Society, except during periods when the Speaker or the President-Elect declares an executive session. The Speaker shall advise the Board of all actions taken by the Council.
Section 5. Election Meeting. One Council meeting per year shall be designated by the Steering Committee as the Election Meeting. At this meeting, the Council shall elect the members of the Steering Committee, the members of the Board to be elected by the Council pursuant to Article IV, and such other individuals as the Council may have the right to elect. At the Election Meeting during any year in which the term of the Speaker is ending, the Council shall elect the next Speaker. Notice of the date of the Election Meeting shall be given to the Board at the time it is set, and no less than 60 days prior to the date of the Election Meeting.
Section 6. Term. Councilors shall be elected to a four-year term.
Section 7. Removal. The Council may, by vote of at least two-thirds of the Councilors voting at a meeting at which a quorum is present, remove a Councilor for cause, as determined by reference to the District of Columbia Nonprofit Corporation Act provisions relating to the removal of Directors. Any Councilor who is removed from the Board pursuant to Section 5 of Article IV shall automatically be removed from the Council without further action. Any person who serves on the Council by virtue of his or her status as an officer of the Society shall cease to serve on the Council at the time as such person ceases to be an officer.
Section 8. Vacancies. Any vacancy arising on the Council with respect to a Councilor elected by the members may be filled by vote of the Council for the remainder of such Councilor’s term. Any vacancy arising on the Council with respect to a Councilor elected or designated by a Division, Forum or Section may be filled by such Division, Forum or Section for the remainder of such Councilor’s term.
Section 9. Nominating Committee. The Council shall create a Nominating Committee, the membership of which shall consist of a Chair, the Chair-Elect, the most recent Past Chair, the Immediate Past President, and an additional six members elected by the Council to staggered three-year terms, not more than two of whom may be Councilors. The Chair-Elect shall be elected annually by the members in accordance with Article IX. The Chair-Elect shall serve a one-year term, followed by a one-year term as Chair, followed by a one-year term as the most recent Past Chair. The Nominating Committee shall prepare for the members of the Society a slate of at least two candidates for each of the positions of Vice President, Treasurer, Chair Elect of the Nominating Committee, and the vacant positions of General Councilor and International Councilor. The Nominating Committee shall also prepare a slate of candidates for each other position specified by the Board or the Council from time to time.
Section 10. Other Committees. The Council may create from time to time one or more other standing or special committees composed of persons specified by the Council. The Council may delegate to such committees such responsibilities of the Council as the Council may deem appropriate, and such committees shall report to the Council and, to the extent requested by the Board, to the Board.
The Board may create, and the Board and the Council shall have joint oversight over, committees having responsibilities relating to both the general operations of the Society and scientific matters. Such committees may include a Physics Policy Committee, a Panel on Public Affairs, and a Committee on Scientific Publications. The makeup and responsibilities of such committees shall be set forth in the Policies and Procedures established by the Board.
Section 1. Officers. The following are the principal officers of the Society: the President, the President-Elect, the Immediate Past President, the Vice President, the Treasurer, the CEO, and the Editor in Chief. The Board shall appoint a Secretary, and may appoint one or more other officers and define their duties as needed. Officers shall be appointed in accordance with Sections 10 and 11 of this Article VII.
Section 2. President. The President shall be Chair of the Board and preside at all meetings of the Board. The President shall make public statements on behalf of the Board and shall represent the Society externally. The President shall perform such other functions as may be provided in the Constitution and Bylaws or as may be specified by the Board. The President or the President’s designee shall serve as chair of any business meeting of members.
Section 3. President-Elect. The President-Elect shall act in place of the President if the latter is unable to perform his or her duties. The President-Elect shall perform such other functions as may be provided in the Constitution and Bylaws.
Section 4. Vice President. The Vice President shall act in place of the President-Elect if the latter is unable to perform his or her duties. The Vice President shall perform such other functions as may be provided in the Constitution and Bylaws.
Section 5. Immediate Past President. The Immediate Past President shall provide guidance to the President and other officers regarding the operation of and plans and strategies for the Society, and shall perform such other duties as are assigned by the Board or the President.
Section 6. Treasurer. The Treasurer shall oversee the general conduct of the financial affairs of the Society. The Treasurer shall be responsible for oversight of both financial affairs and deployment of financial resources to best achieve the mission of the Society.
Section 7. Chief Executive Officer. The CEO shall be hired by and serve at the direction of the Board as the Society’s chief executive officer. The CEO shall manage the operations of the Society, and shall do so in accordance with Board policies.
Section 8. Editor in Chief. The Editor in Chief shall have responsibility for the scientific journals published by the Society, especially for ensuring the quality, relevance and scientific integrity of those journals. The Editor in Chief shall report to the CEO.
Section 9. Secretary. The Secretary, shall be responsible for preparing or supervising the preparation and maintenance of the minutes of the meetings of the Board, the Council and Annual Business Meetings of the Society, a record of all actions taken by any of the foregoing without a meeting, and a record of all actions taken by any committee on behalf of the Board. The Secretary shall also be responsible for authenticating the foregoing records and all other corporate records that the Society is required to maintain in accordance with the District of Columbia Nonprofit Corporations Act.
Section 10. Appointment and Election of the Presidential Line. The Nominating Committee shall be responsible for making nominations to the Council for Vice President. The members shall elect the Vice President in accordance with Section 1 of Article IX. The Vice President shall serve for one year as Vice President, followed by one year as President-Elect, followed by one year as President, followed by one year as Immediate Past President.
Section 11. Election of Other Officers. The members shall elect the Treasurer pursuant to Section 1 of Article IX. The Board shall be responsible for appointing the CEO, and such other officers, other than those in the Presidential Line and the Treasurer, as the Board may determine by resolution from time to time. The CEO and the Board shall jointly select and appoint the Editor in Chief.
Section 12. Qualifications. The Treasurer and the Vice President must each be a member of the Society in good standing at the time of election. The Board may establish qualifications for other officers.
Section 13. Terms. The following shall be the terms of office for each of the officers:
Section 14. Removal. Officers of the Society appointed by the Board may be removed by the Board at any time with or without cause. Officers elected by the members may be removed by the Board only for cause.
Section 15. Vacancies. Vacancies in office shall be filled as follows:
Section 1. Divisions. A Division may be established by the Council, in accordance with Council procedures, to advance and diffuse the knowledge of a specific subject or subfield of physics.
Section 2. Topical Groups. A Topical Group may be established by the Council, in accordance with Council procedures, to advance and diffuse the knowledge of a new or emerging physics-related subfield.
Section 3. Forums. A Forum may be established by the Council, in accordance with Council procedures, to advance and diffuse knowledge regarding the interrelation of physics with matters not exclusively in physics.
Section 4. Sections. A Section may be established by the Council, in accordance with Council procedures, to organize members in any geographical region.
Section 5. Governance. Upon establishing a Division, Topical Group, Forum, or Section, the Council may establish the rules by which the Division, Topical Group, Forum, or Section will conduct its affairs, or may allow the Division, Topical Group, Forum, or Section to establish the rules by which it will govern its affairs, provided that:
Section 1. Member Voting. The membership at-large shall vote to elect General Councilors, International Councilors, the Chair-Elect of the Nominating Committee, the Vice President and the Treasurer. In addition, members may vote for Councilors representing any Division, Forum, or Section to which they belong.
Section 2. Nominations. Nominations for General Councilors and International Councilors, the Chair-Elect of the Nominating Committee, the Vice President and the Treasurer shall be made by the Nominating Committee. Nominations may also be made by a petition signed by at least one percent of the members of the Society, provided that such petition is presented to the President at least eighty (80) days before the date for an election.
Section 3. Division, Forum, and Section Councilors. Divisions, Forums, and Sections shall have procedures for electing their Councilors. Such procedures shall provide advance notice to members of each Division, Forum, or Section of the candidates for election by them to the Council. Such procedures shall also ensure that the CEO, President and Speaker are informed of the person(s) elected by the Division, Forum, or Section no more than twenty (20) days after the date of an election.
Section 4. Elections. Notice of an election, shall be given during the period between ten (10) and sixty (60) days prior to the date of such election, by publication in one or more Society publications of general circulation. The Board shall establish rules for the conduct of elections and the counting of votes, provided that a summary of such rules shall be included with the notice required by this Section.
Section 5. Voting. Unless otherwise required by law or these bylaws, voting on any matter requiring a vote of the membership may be by ballot delivered by mail or electronic means, in accordance with procedures established by the Board from time to time.
Section 1. Annual Business Meeting. There shall be at least one Annual Business Meeting of the Society each year to discuss current issues related to physics, the scientific affairs of the Society, the scientific accomplishments of the Society and its members, to take actions requiring the vote of members, and for any other purpose related to the scientific mission of the Society that the Council or the Board deems proper. The Board shall be responsible for organizing and conducting the Annual Business Meeting. Any such meeting need not be held at a geographic location provided that the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters subjected to the members, pose questions, and make comments. The Society shall provide the members notice of any such meeting during the period between ten (10) and sixty (60) days prior to the date of such meeting.
Section 2. Other Meetings. The Council may, at its discretion, organize and conduct additional meetings and conferences related to the scientific mission of the Society. In addition, Divisions, Topical Groups, Forums and Sections may plan and conduct their own meetings and conferences to discuss issues of concern to the Division, Topical Group, Forum, or Section.
Section 1. Indemnification. To the fullest extent permitted by law, every person who is or was a Director, officer or Councilor of the Society shall be indemnified by the Society against all reasonable expenses incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which he or she may become involved as a party or otherwise by reason of being or having been a Director, officer or Councilor of the Society. Before the final disposition of a proceeding in which a Director, officer or Councilor is a party because of such position, the Society shall advance to such individual funds to pay for or reimburse the reasonable expenses incurred such individual in connection with such proceeding, subject to any approval, procedural and other requirements specified in the District of Columbia Nonprofit Corporation Act.
Section 2. Coverage. The right of indemnification shall extend to any person otherwise entitled to it under this Article whether or not that person continues to be a Director, officer or Councilor of the Society at the time such liability or expense is incurred. The right of indemnification shall extend to the legal representatives and heirs of any person otherwise entitled to indemnification. If a person meets the requirements of this Article with respect to some matters in a claim, action, suit or proceeding, but not with respect to others, such person shall be entitled to indemnification as to the former.
The fiscal year of the Society is from January 1 to December 31.
The Board may adopt and amend from time to time Policies and Procedures for the governance and operations of the Society, subject to the approval by a vote of the Council on matters within the areas of the Council’s responsibilities, provided that such Policies and Procedures shall not be inconsistent with the Articles of Incorporation or Constitution and Bylaws of the Society. The Board shall publish and make generally available to the membership any such Policies and Procedures as in effect at any time.
The Constitution and Bylaws may be amended by a vote of the Council, following a recommendation approved by a vote of the Board. The Board shall consult with the Governance Committee in connection with any such amendment prior to the Board’s vote, and shall provide to the members at least 30 days’ notice of, and an opportunity to submit comments to the Council on, any proposed amendment to the Constitution and Bylaws prior to the vote of the Council.