ATS Governance

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Bylaws

ARTICLE I

NAME AND LOCATION

The name of this Society is the American Thoracic Society, Inc. ("Society" or "ATS"), a nonprofit corporation incorporated under the laws of the District of Columbia. The principal administrative office of the Society shall be in New York, New York or as otherwise determined by the Board of Directors.

ARTICLE II

PURPOSES

The American Thoracic Society (ATS) is a non-profit, international, professional and scientific society for respiratory, critical care and sleep-related medicine.  The ATS is committed globally to the prevention and treatment of respiratory disease through research, education, patient care and advocacy.  The long-range goal of the ATS is to decrease morbidity and mortality from respiratory disorders and life threatening acute illnesses in people of all ages.  In keeping with these goals, the American Thoracic Society interacts with both national and international organizations, which have similar goals.

ARTICLE III

MEMBERSHIP AND DUES

  1. Types of Membership. The membership of the Society shall consist of the following categories: Domestic (Full, Affiliate, Trainee), International (High Income, Intermediate Income, Low Income, and Trainee) and Special (Senior, Emeritus, Honorary, Subscribing, and State).
    • Domestic
      • Full: Full Domestic Members are those individuals who wish to have all the right and privileges of membership in the ATS including the ability to hold office, vote in elections, and receive the greatest discounts on all products and services offered by the Society.
      • Affiliate: Affiliate Domestic Members are individuals who are not principally practicing or conducting research in pulmonary, critical care or sleep-related medicine but who wish to be associated with the ATS professionally and receive more limited membership benefits than Full members.
      • Trainee:  Trainee Domestic Members are any individuals who are enrolled in any level of training in any accredited degree program or discipline related to pulmonary, critical care and sleep medicine and who wish to participate as full members during their training years.
    • International
      • International High Income: Individuals residing in countries with a Gross National Product of more than $10,000 who shall pay a membership fee comparable to full domestic members as determined by the Board of Directors.
      • International Intermediate Income: Individuals residing in countries with a Gross National Product between $3,000 and $10,000 who shall pay a reduced membership fee but with the rights of a Full Domestic Member as determined by the Board.
      • International Low Income: Individuals residing in countries with a Gross National Product of less than $3,000 who shall pay the lowest member rate but with the rights of a Full Domestic Member as determined by the Board of Directors.
      • Trainee: Individuals who are enrolled in any level of training in any accredited degree program or discipline who shall have the same rights of membership as Domestic Trainee members
    • Special
      • Senior Member. Full members who are totally retired or individuals who have the presence of an income limiting permanent disability may apply to the Membership Committee for transfer to senior membership. Senior members shall have all the privileges of full members with the exception of holding office.
      • Emeritus Member. Full members who have reached the age of 75, not yet retired, may apply for the status of Emeritus membership. Emeritus members shall have all the privileges of full members. Emeritus members shall not pay annual dues.
      • Honorary Member. Individuals with a record of high achievement and singular contributions to the fields of pulmonary and/or critical care medicine and nursing may be proposed for Honorary membership by any member, and upon recommendation by the Membership Committee may be elected by the membership of the Society. Honorary members who are not members at the time honorary membership is conferred, shall have all the privileges of full members with the exception of voting and holding office. Honorary members shall not pay annual dues.
  2. Dues.  Upon recommendation of the Program and Budget Committee, the Board of Directors shall determine dues for all categories of membership. Any member who is delinquent in paying dues for a period of sixty days shall be notified of such failure and suspended as a member, and all member rights and privileges shall cease. If all dues are not paid within the succeeding thirty days, the membership is automatically terminated.
  3. Meetings.  There shall be a regular annual meeting of the members of the Society, held in conjunction with the annual ATS International Conference, at a time and place determined by the Board of Directors.  A special meeting of the members shall be held when called by the Board of Directors or the president, or upon the written request of at least fifty (50) voting members at a time and place designated by the president. Notice of the time and place of a meeting of the members shall be published and distributed at least thirty (30) days before such meeting. Any action taken shall be communicated to the Board of Directors as a recommendation for further consideration and/or action by the Board of Directors.
  4. Expulsion or Disciplinary Action.  Any member may be expelled for adequate reasons as determined by a two‑thirds vote of the Board of Directors.  Failure to maintain eligibility for membership is adequate reason for expulsion and does not require advance notice.  Any member proposed for expulsion for other reasons is given advance written notice, including the reason for the proposed expulsion, the opportunity to contest the proposed expulsion in writing to the Board of Directors and, if expelled, the final written decision of the Board of Directors. The expelled member may appeal the Board of Directors’ decision in writing to a three-member panel appointed by the president. The decision of the appeals panel is final. The Board of Directors may take other disciplinary actions, including but not limited to, reprimand or suspension, in accordance with policies and procedures adopted by the Board of Directors from time to time.
  5. Suspension.  Any member who fails to meet any obligation or make any payments due to the Society shall have membership privileges suspended upon vote of the Board of Directors. Suspension shall continue until such obligations are met or all sums due to the Society are paid, whereupon such privileges may be reinstated by the Board of Directors.
  6. Continuing Obligations.  Resignation, reprimand, suspension, or expulsion does not relieve a member from liability for dues, fees, or assessments or other obligations accrued and unpaid as of the effective date of such actions.

ARTICLE IV

OFFICERS

  1. General
    1. The officers of the Society shall be a president, a president‑elect, a vice president, a secretary-treasurer, an immediate past‑president, and such ex‑officio officers as the Board of Directors may from time to time appoint.
    2. All of the officers of the Society shall be elected by the members of the Society entitled to vote, except ex-officio officers. The terms of all the elected officers shall be one year, commencing upon the adjournment of the meeting of the members at which they are elected, but all elected officers shall hold office until their successors are duly elected or appointed.  Normally, the secretary-treasurer will be nominated as vice president, the vice president will be nominated as president-elect, the president-elect will be nominated as president and the president will be nominated as immediate past-president in order to maintain the continuity of leadership for the Society.
    3. Elected officers shall be members of the Board of Directors, and shall have served on the Board of Directors for at least one year immediately prior to the date of assuming office with the exception of the secretary-treasurer.
    4. Members may vote in person or by ballot, be it paper or electronic, for officers in accordance with the policies and procedures adopted by the Board of Directors.  The completed ballot must be received at the office of the Society not less than two weeks prior to the date of the annual meeting of the members.  Whenever there is more than one nominee for the same office, voting shall be by secret ballot.  The nominee receiving a plurality of the votes cast shall be declared duly elected.
    5. An elected officer may be removed for adequate reasons by a two-thirds vote of the Board of Directors, with the officer being considered for removal not participating in the vote. An officer removed by this process may appeal the decision in writing to a three-member panel appointed by the president. The decision of the panel is final.
    6. No elected officer shall be eligible for re‑election to the same office.
    7. In the case of an officer’s death, resignation, removal, or inability to function as an officer, the following succession will occur:
      1. In the case of the president, the president-elect shall become the president. The vice-president shall become the president-elect, and the secretary-treasurer shall become the vice-president.
      2. In the case of the president-elect, the vice president shall become president-elect and the secretary-treasurer shall become the vice-president.
      3. In the case of the vice-president, the secretary-treasurer shall become vice-president.
      4. If this occurs during the first six (6) months of the elected term of the officer, a general election will be held to replace the secretary-treasurer. If this occurs during the last six (6) months of the term of the officer, the secretary-treasurer position will remain vacant for the remainder of the term.
      5. In the case of the secretary-treasurer’s death, resignation, removal, or inability to function as an officer, the vice-president will assume these duties for the remainder of the term.
    8. With the exceptions of the President and President-elect, officers do not receive compensation for their services, but shall be reimbursed for authorized expenses. Reimbursement for the President’s and President-elect’s services and administrative expenses may be authorized by the Board of Directors.
  2. Duties
    • All officers shall perform the duties and have the powers commonly incident to their respective offices and any and all other powers and duties prescribed by the Board of Directors and the bylaws.
    • The president shall preside at all meetings of the Board of Directors and the meetings of the members of the Society, and shall be a non-voting member of the Council of Chapter Representatives and of all committees except the Nominating Committee and the Audit and Finance Committee.
    • The president-elect shall be a non‑voting member of the Council of Chapter Representatives and all committees except the Nominating Committee, and shall chair the Audit and Finance Committee.
    • The vice president shall serve as a member of the Planning Committee, and shall chair the Program and Budget Committee.
    • The secretary-treasurer shall serve as a member of the Membership, Program and Budget, and Audit and Finance Committees.
    • The immediate past-president shall be a non-voting member, ex-officio, of all committees except the Nominating Committee

ARTICLE V

BOARD OF DIRECTORS

  1. Directors.  The governing body of the Society is the Board of Directors, which has authority and responsibility for the supervision, control, and direction of the Society in accordance with the bylaws and the Board of Directors' fiduciary duties under applicable law.
  2. Composition.  The Board of Directors shall consist of the president, president-elect, immediate past president, vice-president, secretary-treasurer, a representative from each assembly, the chair, past chair and chair-elect of the Council of Chapter Representatives, the chair of the Board of Trustees of the ATS Foundation, two presidential appointees, the chair of the ATS Public Advisory Roundtable, the chair of the Education Committee, the chair of the International Conference Committee, and the ATS executive director. The ATS executive director shall be nonvoting.
    1. The members representing the assemblies shall each be the duly elected chairman of their respective assembly and shall serve on the Board of Directors for a two-year term.
    2. The two presidential appointees shall serve a one-year term but may be re-appointed for a maximum of three years.
    3. If a member of the Board of Directors who is not an officer, or otherwise not described in sections (a) and (b) above, fails to complete a term because of death, resignation, removal, or inability to function, that part of the ATS structure represented by the member shall name the replacement.
    4. Service to fill a vacant position on the Board of Directors with a remaining term of less than one year shall not count toward the limitations on eligibility to serve as a member of the Board of Directors.  Presidential appointee vacancies shall be filled by the President.
  3. Meetings of the Board of Directors.  The Board of Directors shall meet at least three times annually upon call by the president or upon written request of any seven (7) members of the Board of Directors. A majority of voting members of the Board of Directors shall constitute a quorum. Notices of each meeting and a statement of its purpose shall be provided by any reasonable means to the members of the Board of Directors at least fifteen (15) days before such meetings. 

ARTICLE VI

COMMITTEES

  1. General.  There are four different committee structures within the Society:
    1. Executive Committee.  The Executive Committee shall consist of the following six (6) members: the president, the president‑elect, the immediate past president, the vice president, the secretary‑treasurer, and the ATS executive director as an ex-officio, non-voting member.  The Board of Directors empowers the Executive Committee to direct and conduct the general activities and business of the Society and to report its activity to the Board of Directors.
    2. Standing.  Standing committees are appointed annually by the president to conduct the business of the Society as required by the bylaws. Standing committees are permanent committees mandated by the bylaws, and are the Membership Committee, Nominating Committee, Publications Policy Committee, International Conference Committee, Planning and Evaluation Committee, Education Committee, Program and Budget Committee, and Audit and Finance Committee.
    3. Ad hoc.  Ad hoc committees are appointed by the president, and reviewed annually by the Board of Directors, and carry out the charge provided by the president.
    4. Other.  The president may nominate or appoint members of the Society to serve on committees of other organizations when such action will aid in advancing the purposes of the Society. The president may also appoint joint committees, to act in concert with other organizations for a particular purpose
  2. Appointment.  The president shall appoint the chair and members of all committees unless otherwise provided by the Board of Directors or these bylaws. All committees shall have their duties set forth in writing as the Board of Directors and president may determine.
  3. Discharge of Committees.  Unless the Board of Directors or the bylaws otherwise provide, the members of all committees shall be automatically discharged at the end of the term of the president by whom they were appointed.
  4. Composition of the Committees.  Unless otherwise provided by these bylaws, such committees shall have as many members as the Board of Directors shall determine. The president, with the approval of the Board of Directors, may appoint voting or non-voting representatives from other organizations to committees regardless of their membership in the Society
  5. Membership Committee.  The Membership Committee shall consist of at least five (5) members who shall make recommendations to the Board regarding dues and privileges for each class of membership.  The committee shall review all applications for membership. The committee shall also recommend nominees for election to Honorary membership.  The committee shall promote membership, maintain the roster, and periodically assess the needs of the members.
  6. Nominating Committee.
    1. The Nominating Committee shall consist of seven (7) members. The chairperson shall be appointed by the president and may serve no more than three consecutive years.  Six other members of the Society shall be elected by the Board of Directors from the general membership. No member of the Board of Directors may be a member of the Nominating Committee.  No member elected by the Board shall serve for more than three consecutive years.  The Nominating Committee shall issue an annual call for nominations for secretary-treasurer from the general membership.
    2. The Nominating Committee shall present annually to the members of the Society its slate of nominees from the membership for election as officers of the Society. The nominees shall be elected by the membership.
    3. The slate of nominees for the Society's officer positions for election by in-person or mail ballot, be it paper or electronic, shall be circulated to the full membership at least 60 days prior to the annual meeting of the members.
  7. Publications Policy Committee.
    1. There shall be a standing Publications Policy Committee responsible for the broad editorial policies of the official journals and other publications of the Society. The voting members of the committee select the editors of these publications and recommend their appointment to the Board of Directors for approval.  The committee shall also evaluate the performance of the editors. The committee determines the general policies for the publications and acts as an advisory group to the editors of these publications. The committee shall regularly evaluate the overall publications needs of the Society and, when necessary, recommend appropriate changes in the publications program.

      If consideration to remove an editor arises, such removal shall be effected only by a majority of the voting members of the Publications Policy Committee.

      An editor removed by this process may appeal the decision in writing to the Board of Directors within 30 days of notification. The Board of Directors must act on the appeal within 30 days of receiving it. The Board of Directors’ decision is final.

    2. The Publications Policy Committee shall meet at least once a year. Its membership shall include the president of the Society, the ATS executive director, the editors of the scientific publications, documents and the website of the Society, all of whom are non-voting, and at least five (5) voting members appointed by the president. These individuals need not be members of the Society, but shall be chosen for their experience and expertise in scientific affairs or management of scientific publication

  8. International Conference Committee.  The International Conference Committee shall consist of one (1) member from each assembly, one (1) member from the Council of Chapter Representatives, and up to three (3) other members appointed by the president, and shall make all arrangements for the scientific sessions of the ATS International Conference.
  9. Planning and Evaluation Committee.  The Planning and Evaluation Committee shall consist of at least nine (9) members chosen with due regard for the proper representation of the interests and mission of the Society. This committee shall keep under continuous review the entire operations of the Society to determine those changes deemed desirable in any of its activities to further its purpose.
  10. Education Committee.  This committee shall be responsible for developing and overseeing the implementation of all educational activities of the Society. Specifically, the committee shall develop a strategy for accomplishing the Society’s educational goals whether directly sponsored by ATS or in cooperation with other societies. In addition, the committee will review and recommend to the Board of Directors any educational programs proposed by any other components of the Society.
  11. Program and Budget Committee.  The Program and Budget Committee shall develop the Society’s proposed budget for the ensuing year. The Program and Budget Committee will also review proposals for programmatic activities as well as the operating costs of the Society, and review sources and amounts of revenue in comparison with current projections, and will identify potential new revenue sources.  The Committee will monitor performance against budget and, as necessary, recommend modifications in allocations to maintain a balance between financial and programmatic goals.
  12. Audit and Finance Committee.  The Audit and Finance Committee shall be responsible for the overall fiscal policies and operations of the Society by:
    1. reviewing fiscal policies, guidelines, operations and procedures of the Society
    2. recommending to the Board of Directors, for its annual approval, the selection of an independent auditing firm to conduct an audit of the financial statements of the Society,
    3. presenting to the Board of Directors annually the audited statements of the Society,
    4. establishing investment policies of the American Thoracic Society and reviewing the investments of the ATS,
    5. reviewing the gift and contribution acceptance policies, as well as the grants and sponsorship policies of the Society, and
    6. reporting to the Board of Directors on all of the above charges

ARTICLE VII

CHAPTERS AND COUNCIL OF CHAPTER REPRESENTATIVES

  1. Chapters.  A chapter is an organization of persons, interested in furthering the purposes of the Society, who are eligible for membership in the Society and whose organization, representing a state or other geographical area, has been approved as a chapter of the Society by the Board of Directors in accordance with these bylaws.
  2. Qualifications.  A chapter shall be reviewed by the Membership Committee in consultation with the Council of Chapter Representatives and deemed eligible if it includes in its membership twenty (20) or more full members of the Society; its officers are full members of the Society and have been elected by vote of the members of the chapter; submits all reports required by the ATS Board of Directors; elects and sponsors a representative to the Council of Chapter Representatives; and adopts bylaws, which shall not conflict with the bylaws of the Society.
  3. Council of Chapter Representatives.  The Council of Chapter Representatives shall be responsible for consideration of professional matters and programs in patient care, education, or research, which are consistent with the purposes of the Society, and of particular interest to the chapters. All actions, statements, and programs of the Council of Chapter Representatives, which reflect the position of the Society, shall require approval by the Board of Directors.
  4. Council Membership.  The Council of Chapter Representatives shall consist of members of the Society who are the elected representative councilors of each of the chapters according to these bylaws. Such representatives shall serve a three‑year term and shall not be elected for more than two consecutive terms.  Vacancies occurring among the representative councilors shall be filled by the respective chapters.
    1. Each qualified chapter shall be entitled to one (1) representative councilor, and if its membership includes 200 or more full members of the Society, it shall be entitled to one (1) additional representative councilor. The representative councilors of a chapter shall be elected by the members of a chapter who are full members of the Society.  The term of the councilors will begin after the Council of Chapter Representatives meeting held in association with the ATS International Conference.
    2. The immediate past chair, chair, and chair-elect of the Council shall each serve a total of three years on the ATS Board of Directors, each year succeeding to the next position in sequence beginning with chair-elect, during which time each shall continue as a member of the Council of Chapter Representatives. The president and president-elect of the Society shall be non-voting members of the Council of Chapter Representatives.
  5. Officers.  Officers shall include the chair, the chair-elect, the immediate past chair, and a secretary elected by the representative councilors to serve one-year terms. Nominations for these offices shall be presented to the councilors according to a procedure developed by the Council of Chapter Representatives and approved by the ATS Board of Directors.
  6. Committees.  There shall be an Executive Committee consisting of the officers of the Council and the president and president‑elect of the Society. This committee shall plan the meetings of the Council. Additional committees may be formed by procedures developed by the Council of Chapter Representatives and approved by the Board of Directors.
  7. Meetings of the Council of Chapter Representatives.  The Council of Chapter Representatives shall meet in regular session at least once a year at the time and place of the ATS International Conference. Additional meetings of the Council of Chapter Representatives may be called by the president, the chair of the Council of Chapter Representatives, or upon the written request of least fifteen (15) councilors, at a time and place designated by the chair of the Council of Chapter Representatives.  Notices of regular and special meetings of the Council shall be sent to each member in writing.  Notices of special meetings shall state the purpose thereof, and shall be mailed at least fifteen (15) days before such meetings. A majority of the members of the Council of Chapter Representatives shall constitute a quorum.

ARTICLE VIII

ASSEMBLIES

  1. General.  An assembly is a subdivision of the Society composed of members and affiliates of the Society with like scientific interests within the fields of respiratory and critical care medicine and nursing. The purpose of an assembly shall be to improve the collection, interpretation, and dissemination of information and to foster communication among its members. An assembly shall be established, restructured, and dissolved in accordance with policies approved by the Board of Directors. Only one such assembly shall be established in any one area of scientific interest. The Board of Directors shall establish uniform standards for the operation of assemblies.

    Members may form a section within a particular assembly, upon petition to the chair by 50 full members of the Society, and only with the approval of the assembly membership present and voting at the annual membership meeting.
  2. Membership.  All members of the Society are eligible for membership in any assembly. Each member of the Society shall select one assembly for primary membership and shall select no more than two for secondary membership.
  3. Meetings.  Each assembly shall meet in regular session at least once a year in conjunction with the ATS International Conference.

ARTICLE IX

AMENDMENTS

Amendments to these Bylaws may be proposed by the Board of Directors, the Executive Committee, or in writing to the secretary-treasurer by 50 or more members of the Society. Notice of the proposed amendments shall be sent to all members by mail or electronic means. Proposed amendments shall be acted upon by mail, electronic, or in-person voting following 15 days of discussion, notice of which shall contain the text of the proposed amendments. Such amendments shall require for adoption an affirmative vote of ⅔ of those casting a vote.

ARTICLE X

ADMINISTRATION

  1. Executive Director. The Board of Directors shall appoint an ATS executive director, who shall be an ex-officio, non-voting member of the Board of Directors and Executive Committee. The ATS executive director is the principal manager and administrator of the Society and is responsible for the day-to-day operations of the Society and all of its employees.
  2. Policies and Procedures.  The Board of Directors may establish policies and procedures that are consistent with these bylaws. Except as otherwise provided in these bylaws, Robert's Rules of Order Revised shall be the guiding parliamentary authority of this Society.
  3. Bylaws Review.  The bylaws of the Society shall be reviewed periodically, at least every five (5) years, by a committee appointed by the president.

ARTICLE XI

MISCELLANEOUS

  1. Indemnification.  Directors, officers, and authorized employees, volunteers, committee members, and agents of the Society shall be indemnified against claims of liability arising in connection with their positions or activities on behalf of the Society to the full extent permitted by law.
  2. Fiscal Year.  The fiscal year of the Society shall be January 1 to December 31.

Bylaw Amendments

  1. Adopted June 15,1948, New York, New York
  2. Amended April 25, 1950, Washington, D.C.
  3. Amended May 26, 1952, Boston, Massachusetts
  4. Amended May 18, 1954, Atlantic City, New Jersey
  5. Amended May 24, 1955, Milwaukee, Wisconsin
  6. Amended May 7, 1957, Kansas City, Missouri
  7. Amended May 26, 1959, Chicago, Illinois
  8. Amended May 17, 1960, Los Angeles, California
  9. Amended May 22, 1962, Miami Beach, Florida
  10. Amended May 26, 1964, New York, New York
  11. Amended May 24, 1966, San Francisco, California
  12. Amended May 21, 1968, Houston, Texas
  13. Amended May 26, 1969, Miami Beach, Florida
  14. Amended May 26, 1970, Cleveland, Ohio
  15. Amended May 19, 1971, Los Angeles, California
  16. Amended May 24, 1972, Kansas City, Missouri
  17. Amended May 13, 1974, Cincinnati, Ohio
  18. Amended May 16, 1976, New Orleans, Louisiana
  19. Amended May 18, 1977, San Francisco, California
  20. Amended May 19, 1980, Washington, D.C.
  21. Amended May 8, 1988, Las Vegas, Nevada
  22. Amended May 19, 1992, Miami Beach, Florida
  23. Amended May 22, 2001, San Francisco, California
  24. Amended May 20, 2003, Seattle, Washington
  25. Amended May 25, 2004, Orlando, Florida
  26. Amended May 24, 2005, San Diego, California
  27. Amended May 19, 2009, San Diego, California
  28. Amended May 17, 2011, Denver, Colorado

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Last Reviewed: August 2016