This organization shall be known as the American Association for Laboratory Animal Science (AALAS).
Section 1. The American Association for Laboratory Animal Science shall be incorporated under the laws of the State of Illinois as a nonprofit educational organization.
Section 2. The term for which it is organized shall be perpetual; however, in the event of dissolution of the corporation, its property shall be distributed for educational purposes.
AALAS advances responsible laboratory animal care and use to benefit people and animals.
The officers of the Association shall be a President, Vice President, Vice President-Elect, immediate Past President, Secretary/Treasurer, and such other officers as the Bylaws may from time to time specify.
Article V—Board of Trustees
The Board of Trustees shall be the policy making and legislative body of the Association.
Article VI—Member Branches and Affiliate Organizations
The Association may establish Member Branches and Affiliate Organizations.
The Constitution may be amended by a two-thirds affirmative vote by the entire membership; this shall be two thirds of those voting.
Approved by the Membership 1993. Mission Statement revised and approved by the Membership July, 2003.
Section 3 Revised: 10/26/2013
Article I - Membership
Section 1. The membership of the Association shall consist of individual members, member institutions, member branches, commercial members, affiliated organizations, life members, and honorary members who uphold the Mission of the Association.
Section 2. The Board of Trustees shall establish qualifications, rights, privileges and dues for each category and level of membership.
Section 3. Applications for membership shall be made upon an official form prescribed and furnished by the Association.
Section 4. A member may be expelled for actions considered contrary to the Mission and objectives of the Association. Charges of adverse actions must be submitted in writing to the Executive Committee. A member so charged shall be entitled to a due process hearing before the Executive Committee. If a majority of the Executive Committee agrees that the evidence presented supports the charges, the matter shall be referred to the Board of Trustees for final disposition.
Article II - Board of Trustees
Section 1. The Board of Trustees is the supreme authority of the Association and as such may set policies and procedures consistent with these Bylaws for conducting the affairs of the Association and its governance. The Board of Trustees shall consist of seventeen AALAS National Members. The required qualifications for membership on the Board of Trustees, as established by the Board, shall be published in the Associations’ Policies & Procedures Manual.
Section 2. Membership on the Board of Trustees shall consist of eight qualified persons elected from eight geographical districts, as established by the Board of Trustees, and four qualified persons from the membership at-large. The remaining Board members shall be the President, the Vice President, the Vice President-Elect, the immediate Past-President and the Secretary/Treasurer.
Section 3. One Alternate Trustee shall be elected for each trustee position. Alternate Trustees substituting for a trustee unable to attend a Board meeting shall have the privilege of the floor but may not vote. In the event that a Trustee position becomes vacant, the vacancy shall be filled for the remainder of the term by the respective Alternate Trustee. Should both a Trustee and the respective Alternate Trustee positions become vacant mid-term, the President may appoint, with BOT approval, an eligible individual for each open position. Said presidential appointments shall hold office until the position can be filled by an election conducted at the next available association general election.
Section 4. The terms of Trustees and Alternate Trustees shall be three years, with the term commencing at the close of the National Meeting in the year they are elected. Trustees may be elected to serve only one additional consecutive three-year term. Trustees’ terms shall be staggered.
(In order to establish the schedule for the expiration and commencement of staggered three year Board terms, commencing in the year 2014 Trustees and Alternate Trustees may be elected to terms of less than three years. This parenthetical provision of the Bylaws will be eliminated upon the establishment of the appropriate three year staggered term schedule for all trustees).
Section 5. Timely petitions from the membership signed by at least twenty-five AALAS National Members from the candidate’s district may nominate a qualified candidate for election to District Trustee. In the event there are less than two qualified candidates proposed for any district trustee election the Nominations Committee may vet and slate candidates for that election. Rules governing the submission of petitions for district trustee candidates and the selection of district candidates by the Nominations Committee shall be published in the Association's Policies & Procedures Manual. Timely petitions from the membership signed by at least twenty-five AALAS National Members are required for consideration for at-large Trustee candidates. The Nominations Committee will vet and slate appropriate candidates for the at-large Trustee positions. Rules governing the Nominations Committee's selection process shall be published in the Association's Policies & Procedures Manual. The Executive Director shall conduct the election by official ballot in sufficient time to complete the return and counting of the ballots before the opening of the National Meeting.
Section 6. Trustees and Alternate Trustees are elected by a plurality vote (defined as “The number of votes cast for a winning candidate, if this number is less than a majority but more than that cast for any other candidate”).
Section 7. If there is an Alternate Trustee position open and no qualified candidate is running, then the Trustee candidate receiving the second-most number of votes shall be offered the option of accepting the Alternate Trustee position. Accepting the Alternate Trustee position does not preclude that candidate from running for a Trustee position during the next election in which said position is open.
Section 8. If a Trustee ceases to be eligible to vote in the district represented, that Trustee’s term shall automatically terminate. The Board of Trustees may adopt additional policies and procedures addressing removal of a Board member.
Section 9. The Board of Trustees shall convene for a face-to-face meeting at least twice a year. Meetings of the Board of Trustees, except executive sessions, shall be open to all AALAS National Members. Additional meetings may be called by the President, but only with the concurrence of a majority of the Board of Trustees. Additional meetings may also be called by the Board itself, but only if approved by a two-thirds majority.
Section 10. Notice of all meetings of the Board shall be directed in writing to the current address of the Trustee on file with the Association, and such notice shall be issued at least 30 days before the stated time of the meeting. Such meeting notice may be given electronically.
Section 11. The Board of Trustees may meet by telephone conference or electronic web conference at the call of the President, provided a majority of the Board waives the notice requirement and there is opportunity afforded in the telephonic or electronic meeting for discussion among the Board. Such telephonic or electronic meetings may also be called by a petition by two-thirds of the Board.
Section 12. Trustees shall not hold any other elected Association position, nor serve as a member of any Association committee, except ad hoc or as a Board of Trustee liaison.
Section 13. Questionnaires or surveys of the Association membership shall only be conducted with the approval of the Board of Trustees.
Section 14. The Board of Trustees employs the Executive Director.
Article III - Officers
Section 1. All Officers must be AALAS National Members. The Officers of the Association shall be the President, the Vice President, the Vice President-Elect, the immediate Past-President, and the Secretary/Treasurer. Except as otherwise provided in these Bylaws, the Board of Trustees may establish qualifications for and duties of these offices. Officers shall not hold any other elected Association position, nor serve as a member of any Association committee, except ad hoc or as a Board of Trustee liaison, or in an ex officio position as provided in the policies and procedures.
Section 2. A Vice President-Elect and Secretary/Treasurer shall be elected by a plurality vote of the entire membership. National Membership in good standing for the past five consecutive years shall be required for eligibility for election to these offices.
Section 3. A nominating committee shall nominate two AALAS National Members as candidates for the office of Vice President-Elect and may nominate up to two AALAS National Members as candidates for Secretary/Treasurer. Additional candidates who are AALAS National Members may be nominated for Vice President-Elect or Secretary/Treasurer, provided each candidate obtains a petition signed by two hundred AALAS National Members of the Association. Nominating petitions must be submitted to the Executive Director by the published deadline, which is at least 180 days before the opening of the National Meeting of the Association.
Section 4. The Executive Director shall distribute ballots for the offices of Vice President-Elect and Secretary/Treasurer in sufficient time to complete the return and counting of the ballots before the opening of the National Meeting. Only ballots received within 30 days of the date of the distribution will be counted.
Section 5. Upon the completion of their respective predecessor's one-year term of office, the Vice President-Elect shall become Vice President, the Vice President shall become President, and the President shall become the immediate Past-President. This progression is effective annually at the close of the National Meeting.
Section 6. Vacancies in the office of President shall be filled by the Vice President or Vice President-Elect, in that order, succeeding to the office of President. An individual succeeding to the office of President in this manner shall serve the remainder of the term of the office filled by succession, plus one additional full term, and then proceed to the office of Past President. If a presidential vacancy cannot be filled by this line of succession, the Board of Trustees shall elect an interim president to hold office until a special election of the membership is conducted. If elected by the Board of Trustees under these conditions before June 1 of a calendar year, an interim president shall serve until the next National Meeting. If elected by the Board of Trustees after June 1, the interim President shall serve until the National Meeting of the following year or until a special election of the membership is conducted. Vacancies in the offices of Vice President or Vice President-Elect may be filled during the next general election or by a special election called at the discretion of the Board of Trustees. Insofar as practicable, special elections under this provision shall follow the nominating provisions in Section 3; however, the Board of Trustees may determine to reduce the time permitted for the submission of nominations to less than one hundred eighty days.
Section 7. The Secretary/Treasurer shall be eligible for two, consecutive three-year terms.
Section 8. The Secretary/Treasurer shall have the responsibility for oversight of the Association's financial affairs and shall prepare draft budgets for submission to the Executive Committee.
Section 9. The President shall preside over all meetings of the Board of Trustees, the Executive Committee and the National Meeting of the Association. The Vice President and Vice President-Elect shall assist the President. In case the President is unable to perform the duties and functions of the Office of President, these responsibilities shall pass to the Vice President.
Article IV – Conflict of Interest
An annual written commitment to abide by the association Conflict of Interest policy is a condition precedent for an Officer or Trustee to take or retain his/her office.
Article V - Executive Committee
Section 1. The Executive Committee shall consist of the elected officers. The Executive Director and Legal Counsel shall also serve as ex officio members of the Executive Committee without the right to vote.
Section 2. The Executive Committee shall meet as appropriate at the call of the President, including electronic or telephonic meetings of the Executive Committee.
Section 3. The Executive Committee and Executive Director report to the Board of Trustees and conduct business of the Association as prescribed by the Board of Trustees.
Section 4. The Executive Committee shall prepare budgets for submission to the Board of Trustees for approval.
Section 5. The Executive Committee supervises and evaluates the Executive Director on behalf of the Board of Trustees.
Article VI - Committees and Boards
Section 1. This Association shall have such committees as may be specified from time to time by the Board of Trustees. All members of committees shall be AALAS National Members. Unless otherwise specified, the term “committee” is used in these Bylaws to include standing committees and boards of the Board of Trustees, ad hoc committees, and advisory councils.
Section 2. The Vice President shall appoint, with the approval of the Board of Trustees, committee Chairs who will serve during the Vice President’s term as President.
Section 3. The Vice President, in consultation with the respective Chairs, shall make appointments to commence with the Vice President’s term as President to fill any vacancies on committees that are scheduled to occur as a result of the expiration of terms of committee members.
Section 4. The President, in consultation with the respective Chairs, shall make appointments to fill any vacancies on committees that otherwise occur during the President’s term. Any committee member may be removed or replaced at the President’s recommendation, with approval of the Executive Committee, when the President considers such to be in the best interest of the Association.
Section 5. Ex officio committee members shall be non-voting unless specified otherwise.
Article VII - National Meeting
The National Meeting of the Association shall be held annually at a time and place designated by the Board of Trustees. Fees may be charged for registration, exhibits, products and services.
Article VIII - Member Branches and Affiliate Organizations
Section 1. Member Branch. A Member Branch is a group of AALAS National Members and others in a local area dedicated to supporting the Mission and philosophy of the Association and which desires to use the name American Association for Laboratory Animal Science in its own organizational title. A Member Branch status shall be authorized by a two-thirds vote of the Board of Trustees in response to a request signed by a minimum of ten AALAS National Members residing within the designated local area and shall remain in effect so long as a minimum of ten AALAS National Members are members of the Member Branch. A Member Branch must meet criteria as established by the Board of Trustees. The Board of Trustees shall have authority to approve or reject official names of Member Branches.
Section 2. Affiliate Organization. An organization or group with a purpose consistent with the mission of the Association may apply for affiliation with the Association. Affiliate Status shall be authorized by a two-thirds vote of the Board of Trustees. An Affiliate Organization must meet criteria as established by the Board of Trustees.
Section 3. The Board of Trustees may terminate the affiliation with a Member Branch or Affiliate Organization for activities inconsistent with the Association’s Mission or objectives.
Article IX - Indemnification
The Association shall hold harmless present and former Association trustees, officers, committee members, and employees against all liabilities and costs, including attorney's fees, reasonably incurred because of any claim or lawsuit to which such person may be made a party by reason of any good faith action taken or omitted to be taken for the Association in connection with their position. In the event of death, this indemnification shall extend to a covered person's estate. To the extent available, the Association shall insure against any potential liability under this Article.
Article X - Procedures
Procedures and other items not specified by the Constitution and Bylaws or by action of the Board of Trustees shall be in accordance with The Standard Code of Parliamentary Procedure, by Alice Sturgis.
Article XI - Amendments
The Board of Trustees may amend these Bylaws by a two-thirds vote at any face-to-face meeting at which a quorum is present. Proposed Bylaws Amendments are presented by or through a member of the Board of Trustees. Notice of proposed Bylaws changes shall be promulgated to the membership a minimum of 30 days before the BOT meeting at which the changes are to be considered. Notification may be by posting proposed amendments on the AALAS web site after publication of a prominent notice distributed to the membership of their availability for review.