Bylaws—American College of Toxicology

(effective December 1, 2019; revised April 20, 2023)

Preamble

The American College of Toxicology (the “College”) is a professional society dedicated to providing an interactive forum for the advancement and exchange of scientific information in the field of toxicology. The mission of the College is to educate, lead, and serve professionals in toxicology and related disciplines by promoting the exchange of information and perspectives on applied toxicology and safety assessment.

Article I

Members

Section 1. Membership Types.There shall be three categories of membership with voting rights: Full, Associate, and Distinguished Fellow. There may be other, nonvoting categories of membership, such as Student and Emeritus, as determined by Council.

Section 2. Full. Any scientist or professional who is qualified, by virtue of training and experience, and is actively involved in toxicology through administration, teaching, research, or safety assessment is eligible for Full membership. Full members must have at a minimum an earned baccalaureate degree from a recognized college or university and at least five years of experience directly related to toxicology and fulfill one or more of the following requirements: formal advanced training in toxicology or a related field, at least one peer-reviewed publication on a topic relevant to toxicology, or board certification in a subject relevant to toxicology. Full membership must be sponsored by two Full/Distinguished Fellow members of the College. Only one of the sponsors may be associated with the same institution/organization as the candidate. Full members are eligible to serve on committees and be elected as Officers and Councilors.

Section 3. Distinguished Fellow. Any person who has been a Full member for at least 10 years, has attained international recognition in a field of research, and has contributed to significant advancement in the science of toxicology may be designated a Distinguished Fellow upon the recommendation of two Full members of the College and a vote of approval by Council. Officers of the College are ineligible to be voted as Distinguished Fellows during their active term of office. Distinguished Fellows shall have all the rights and privileges of Full members.

Section 4. Associate. Any scientist or professional who is qualified, by virtue of training and experience, and is actively involved in toxicology through administration, teaching, research, or safety assessment, and who has, at a minimum, an earned baccalaureate degree from a recognized college or university, or who has training and experience in toxicology, shall be eligible for Associate membership. Associate members must have at least two years of experience directly related to toxicology. Associate membership must be sponsored by one Full/Distinguished Fellow member of the College, who may represent the same institution/organization as the candidate. Associate members are eligible to serve on committees. Associate members are not eligible for election as Officers or Councilors. Associate members may apply to upgrade to Full membership.

Section 5. Voting. Only Full members, Distinguished Fellows, and Associate members shall be entitled to cast ballots relating to the business of the College. Unless otherwise required by the laws of the State of Illinois, the College’s Articles of Incorporation, or these Bylaws, a simple majority of votes cast will determine matters voted upon by the membership.

Section 6. Dues. Members shall pay such annual dues as are determined by Council. Dues are payable upon receipt of the dues notice and no later than December 31 of each year. Members delinquent in payment of dues as of March 1 of the following year shall be subject to loss of membership rights as determined by Council.

Section 7. Privileges. Members shall receive the College’s official journal(s) and other privileges as determined by Council.

Section 8. Application for Membership. Membership applications for all voting and nonvoting membership types are reviewed by the Membership Committee, and recommendations are forwarded to Council for final approval.

Section 9. Ethics. Members will abide by the Code of Ethics of the College. Serious deviations from the Code of Ethics that are brought to the attention of Council will be reviewed by Council for possible action, which may include permanent revocation of membership. Revocation of membership will be enacted by a four-fifths majority vote by Council. Members shall be given the right to present a case to Council before a disciplinary vote is taken.

Article II

Council

Section 1. Council. There shall be a Board of Directors known as Council, consisting of the President, President-Elect, Vice President, Secretary, Treasurer, immediate Past President, and nine Councilors. Each member of Council shall have one vote. The Executive Director shall be a nonvoting, ex officio member of Council.

Section 2. Powers. The management of the affairs of the College shall be vested in Council. In addition to its other powers, Council may employ such persons, including the Executive Director, as it deems necessary, and upon such terms and at such salary as Council shall determine.

Section 3. Removal of Council Members or Members of Standing Committees. As required by Illinois law, a two-thirds vote of Voting Members present in person at an annual business meeting or special meeting shall be required for removal of a member of Council or an elected member of a Standing Committee.

Section 4. Executive Council. The Executive Council shall include the President, President-Elect, Vice President, Secretary, Treasurer, and immediate Past President. The Executive Director and the Editor(s)-in-Chief of the College’s journal(s) shall be nonvoting, ex officio members of the Executive Council. Persons who are not members of the Executive Council may attend Executive Council meetings at the invitation or discretion of the Executive Council. Except as limited by the laws of the State of Illinois, the College’s Articles of Incorporation, or these Bylaws, the Executive Council shall have and exercise all of the authority of the Board of Directors in the management of the College’s affairs during intervals between the meetings of the Board of Directors.

Section 5. Council Meetings. Council shall meet at least quarterly. Other meetings of Council may be called by the President or upon the written request of three or more members of Council, and shall be held at the time and place designated in the notice of such special meeting in accordance with Article VIII of these Bylaws.

Section 6. Quorum. A simple majority of the members of Council shall constitute a quorum for the transaction of business at any meeting of Council.

Section 7. Non-Council Attendees. Those persons who are not members of Council may attend the Council meetings only at the invitation or discretion of Council but may not vote or participate in parliamentary procedure.

Article III

Officers and Councilors

Section 1. President. The President of the College shall serve for a term of one year. The President shall be the Chief Executive Officer of the College and, subject to the direction of Council, shall have general administrative control of its affairs. The President shall preside at all meetings of Council and perform such duties as required for leadership of the College. The President shall become the Past President of the College after serving one year as President. The President shall serve as an ex officio member of all committees.

Section 2. President-Elect. The President-Elect of the College shall become the President of the College after serving one year as President-Elect. The President-Elect shall serve in the absence of the President.

Section 3. Vice President. The Vice President of the College shall become the President-Elect of the College after serving one year as Vice President. The Vice President shall serve in the absence of the President-Elect.

Section 4. Secretary. The Secretary of the College shall serve for a term of two years. A Secretary may serve for a maximum of three terms, of which no more than two can be consecutive. The Secretary shall be authorized to certify the Bylaws and resolutions of the members, Council, and committees as true and correct copies.

Section 5. Treasurer. The Treasurer of the College shall serve a term of three years. A Treasurer may serve for a maximum of three terms, of which no more than two can be consecutive. The Treasurer shall be the Fiscal Officer of the College and be responsible for all funds, securities, receipts, and disbursements of the College.

Section 6. Past President. The Past President of the College shall serve for a term of one year. The immediate Past President shall be a member of Council for the year directly following completion of the Presidency. The Past President shall be eligible for reelection as Vice President after at least one year out of office of Past President. An individual may serve a total of only two terms in each of the offices of Vice President, President-Elect, President, and Past President.

Section 7. Councilors. There shall be elected to Council nine Councilors. Three Councilors shall be elected each year for a term of three years and shall be eligible for reelection for one additional term. Councilors shall participate in the general administration and direction of the College.

Section 8. Elections. The election ballot will be distributed to the Voting Members of the College and will set forth the names of the candidates for upcoming vacancies for the offices of Vice President, Secretary, Treasurer, Councilor, and positions on Standing Committees, and shall include the opportunity for a write-in candidate for each open position. An eligible Voting Member may vote only once for each open position. Each position shall be elected by a simple majority vote of the ballots cast. The Chair of the Nominating Committee shall immediately notify the President of any tie, in which event the President shall call a meeting of Council and the tie shall be resolved in favor of the candidate receiving a simple majority vote of Council.

Section 9. Term. Officers and Councilors shall begin their terms of office on the first day of the month following the Annual Meeting and shall serve until the end of their terms.

Section 10. Vacancy. In the event that any Officer or Councilor elected under the provisions of this Article shall become unable to perform the normal duties of the office, whether by reason of health, incapacity, or otherwise, the President, in agreement with Council, will designate another member of the College to exercise the duty and responsibility of such position until further action by Council or until the expiration of the term of such position, whichever shall occur first. The first consideration to fill a vacancy of an elected position should be given to the candidate(s) who ran in the most recent election and received the next highest number of votes from the College for that elected position.

Section 11. Executive Director. There shall be an Executive Director approved by Council. The Executive Director shall conduct business of the College as directed by Council.

Article IV

Meetings

Section 1. Annual Meeting. The Annual Meeting of the College shall be held at a time and place designated by Council. This meeting will provide a forum for members, students, and guests to present the results of research and technological advances in toxicology and related disciplines. The meeting will provide a mechanism for the discussion of both science and professional activities in toxicology. Failure to hold an Annual Meeting shall not constitute a forfeiture or dissolution of the College.

Section 2. Business Meeting. The annual business meeting shall be for the purpose of the announcement of the installation of Officers and Councilors and for the transaction of such other business as appropriate. Only Voting Members shall have the ability to vote on matters to be addressed by the members at the annual business meeting.

Section 3. Special Meetings. Special meetings of the Voting Members may be called by the President, or Council, or upon the written request of a simple majority of the Voting Members of the College specifying the business to be transacted at such special meeting. No business shall be transacted at a special meeting except as is specified in the notice thereof.

Section 4. Procedure. The general principles of Robert's Rules of Order Newly Revised shall govern the conduct of all meetings of the College.

Section 5. Quorum. The presence of 30 Voting Members of the College shall constitute a quorum for the transaction of business at the Annual Meeting.

Article V

Standing Committees

Section 1. Definition. Standing Committees shall be defined as committees with elected members and shall serve in an advisory capacity. Recommendations or decisions of Standing Committees shall be presented to Council for approval.

Section 2. Eligibility. Only Voting Members of the College shall be eligible to be elected to serve on Standing Committees.

Section 3. Membership Committee. The Membership Committee shall consist of a Chair and at least three Voting Members of the College. The Chair shall be a member of the Council appointed by the President. The members of the Membership Committee shall hold no other elected position. The members shall be elected for a three-year term, with at least one member being elected annually. The Membership Committee shall review the qualifications of prospective members and forward recommendations to Council.

Section 4. Nominating Committee. The Nominating Committee shall consist of a Chair and at least two elected members who hold no other elected office. The Chair shall be a member of the Council appointed by the President. At least two members shall be elected each year for a two-year term. Members shall be eligible for reelection after the lapse of one year. The Nominating Committee shall identify future leaders of the College and propose to Council the names of all candidates for elected office and Standing Committees and recommend at least two nominations for each elected office or committee to be filled.

Section 5. Education Committee. The Education Committee shall consist of at least six elected members who hold no other elected position and serve for a term of three years, with at least two members being elected annually. The Chair shall be a member of the Council appointed by the President. The Education Committee shall be responsible for the planning, organization, and presentation of educational offerings.

Section 6. Finance Committee. The Finance Committee shall consist of the Treasurer as Chair, the President, the President-Elect, and at least three Voting Members who serve for terms of three years, with at least one member being elected annually. The Finance Committee shall review the financial status of the College and make recommendations to Council for carrying out the fiscal programs of the College, including the dues and fees schedule.

Section 7. Outreach Committee. The Outreach Committee shall consist of at least three Voting Members of the College who hold no other elected position and who serve for terms of three years, with at least one member being elected annually. The Chair shall be a member of the Council appointed by the President. The Outreach Committee shall be responsible for expanding the visibility of the College, including areas of concern in the public domain.

Section 8. Awards Committee. The Awards Committee shall consist of at least six Voting Members of the College who hold no other elected position and who serve for terms of three years, with at least two members being elected annually. The Chair shall be a member of the Council appointed by the President. The Committee will solicit and review nominations from the membership for awards as designated by Council and submit a list of recommended recipients for Council review and final approval.

Section 9. Endowment and Institutional Fund Committee. The Endowment and Institutional Fund Committee shall consist of the Treasurer, who serves as Chair, the President, the President-Elect, the Past President, and at least three Voting Members who are elected to serve for terms of three years, with at least one member being elected annually. The Endowment and Institutional Fund Committee advises Council on the investment and management of any institutional or endowment funds held by Council in accordance with the terms of the Endowment and Institutional Fund Charter established by Council.

Section 10. Other Committees and Appointees. The President, with the consent of Council, may designate other committees, such as the Program Committee, or appointees as necessary. The President may appoint a Councilor to serve as a nonvoting member of a committee.

Section 11. Vacancy. In the event that any committee member under the provisions of this Article is unable to perform the normal duties of the office, whether by reason of health, incapacity, or otherwise, the President, with the simple majority vote of Council, may designate another member of the College to exercise the duties and responsibilities of such office for the remainder of the term of office. The first consideration to fill a vacancy of an elected position should be given to the candidate(s) who ran in the most recent election and received the next highest number of votes from the College for that elected position.

Article VI

NonProfit, NonDegree Granting Organization

Section 1. Description. The American College of Toxicology is a tax-exempt professional organization described in Internal Revenue Code section 501(c)(3), and is incorporated in Illinois. The College is neither a degree-granting organization nor an accrediting body. The College was incorporated in 1977. No substantial part of the activities of the College shall be for the purpose of disseminating propaganda or otherwise attempting to influence legislation. The College shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office or political party. Opinions or views expressed by individual members are not those of the College.

Article VII

Duration and Dissolution

Section 1. Duration. The College shall continue as a corporation until a proposal for dissolution is passed by Council and by the Voting Members of the College in a manner consistent with the requirements of the laws of the State of Illinois.

Section 2. Asset Distribution. In the event of the liquidation or dissolution of this corporation, whether voluntary, involuntary, or by operation of law, or in the event that it shall cease to carry out the objectives and purposes herein set forth, all assets of this corporation shall be distributed at Council’s discretion to such nonprofit scientific corporation or corporations whose purpose is similar to that of this corporation and which is charged to carry out the objectives and purposes for which this corporation was formed. In no event shall any of the assets or property of this corporation or the proceeds of any such assets or property go, or be distributed, to any member.

Article VIII

Notice

Section 1. Notice. Except as otherwise required by the laws of the State of Illinois, the College’s Articles of Incorporation, or these Bylaws, whenever notice of a meeting of the Voting Members of the College or Council is required by these Bylaws, written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not fewer than five nor more than forty days before the date of the meeting, either personally, by mail, or by electronic mail, to each Voting Member of the College or Council, as the case may be. If hard copies are mailed, such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the member at his or her address as it appears in the records of the College, with postage thereon prepaid.

Section 2. Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of the laws of the State of Illinois or under the provisions of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the meeting in respect to which any such notice would otherwise be required, and filed with the President or Secretary, shall be deemed equivalent to the giving of such notice.

Article IX

Coporate Seal

Section 1. Seal. The corporate seal shall be an oval form and the words "American College of Toxicology" shall appear in the outer circle.

Article X

Liability and Indemnification

Section 1. Liability. Except as otherwise provided under the laws of the State of Illinois, Officers, Councilors, committee members, course organizers and instructors, and employees of the American College of Toxicology, while acting on behalf of the College, shall not be personally liable for any debt, liability, or obligation of the College.

Section 2. Indemnification.

General. Except as provided in or limited by Article X, Section 2 (e) of these Bylaws, the College shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the College) by reason of the fact that he or she is or was a Councilor, Officer, employee, or agent of the College, or who is or was serving at the request of the College as a director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise (“Another Enterprise”), against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the College and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Suits by or in the Right of the College. Except as provided in or limited by Article X, Section 2 (e) of these Bylaws, the College shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the College to procure a judgment in its favor by reason of the fact that such person is or was a Councilor, Officer, employee, or agent of the College, or is or was serving at the request of the College as a director, Officer, employee, or agent of Another Enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the College, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the College, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Indemnification Determinations. Notwithstanding the foregoing provisions of this Section 2, any decision to provide indemnification under this Section 2 (unless ordered by a court) shall be made by the College in accordance with the procedural standards set forth in Illinois law, including the requirement that any indemnification under this Section shall be made by the College only as authorized in the specific case, upon a determination that indemnification of the present or former Councilor, Officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Illinois law.
Insurance. The College may purchase and maintain insurance on behalf of any person who is or was a Councilor, Officer, employee, or agent of the College against any liability asserted against and incurred by that person in or arising from such capacity, whether or not the College would otherwise be required to indemnify the person against the liability.
Indemnification from Other Sources. The College’s obligation, if any, to indemnify or advance expenses to any person who was or is serving at its request as a director, Officer, employee, or agent of Another Enterprise must be reduced by any amount such person collects as indemnification or advancement from Another Enterprise.

Article XI

Amendment

Section 1. Amendment. Council shall have the power, by a two-thirds (2/3) majority vote, to adopt, repeal, or amend the Bylaws of the College and adopt new or additional Bylaws. Council will inform members of proposed amendments and specify a review and comment period. All comments received by the end of the comment period will be considered by Council prior to finalization of the amendments.