Constitution & Bylaws
Safety Pharmacology Society
Incorporated August 10, 2000
The name of this organization shall be Safety Pharmacology Society.
The purpose of the Society shall be to promote the acquisition and utilization of knowledge in safety pharmacology and, in doing so, provide an interactive forum for advancement and exchange of information among its members and representatives from industry, academia, and government.
No part of the net earnings of the Society shall inure to the benefit or be distributable to its Members, trustees, Officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes herein-above set forth. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Bylaws Revision as of October 2020
Section 1. The President shall serve for a term of one year. The President shall preside at all meetings of the Society.
Section 2. The Vice President shall become the President of the Society after serving one year as Vice President. The Vice President shall serve in the absence of the President.
Section 3. A Vice President-Elect shall be elected by a majority vote of the ballots cast, and shall become the Vice President of the Society after serving one year as Vice President-Elect. The Vice President-Elect shall serve in the absence of the President and the Vice President.
Section 4. A Secretary shall be elected by a majority vote of the ballots cast, who shall serve as Secretary-Elect for one year followed by a term of two years as Secretary. Nominees for Secretary-Elect shall stand for election on odd-numbered years. The Secretary shall have custody of the records of the Society, shall keep the minutes of the meetings of the Society and of the Board, and shall notify members of all meetings.
Section 5. A Treasurer shall be elected by a majority vote of the ballots cast, who shall serve as Treasurer-Elect for one year followed by a term of two years as Treasurer. Nominees for Treasurer-Elect shall stand for election on even-numbered years.
Section 6. There shall be a Board of Directors consisting of fifteen persons, eight to be elected by a plurality vote of the ballots cast for a term of two years. Annually, four members shall be elected for a term of two years, determined by the number of positions expiring. The additional seven members of the Board shall consist of the elected Officers President, the Immediate past President, the Vice President, the Vice President-elect, the Secretary, the Treasurer and either the Secretary-elect or the Treasurer-elect. The general management of the affairs of the Society shall be vested in the Board. The Board may employ an Executive Director and in addition may employ such persons as the Board deems necessary, and upon such terms and at such salary as the Board shall determine. In the case of the Executive Director, Officers and Committee Members may with approval from Board delegate duties and responsibilities, notwithstanding that such duties or responsibilities may under the Bylaws be assigned to the delegating Officer or Committee Member; provided that each such delegating instrument shall, irrespective of any other terms contained therein terminate immediately either upon revocation thereof by the delegating Officer or Committee Member or upon withdrawal by Board, of its approval.
Section 7. Vacancy of any Board member shall be filled by a majority vote of the Board. In the event of a tie, the President shall cast the deciding vote.
Section 8. Officers shall begin their terms of office on January 1 following the annual meeting at which their election is announced or one month after this annual meeting if it is held, in any year, after December 1.
Section 9. Only members of the Society shall be eligible to hold any position, elected or otherwise.
Section 10. In the event any Officer, elected under the provisions of Article First shall become unable, whether by reason of health, incapacity or otherwise, to perform the normal duties of his or her office, the Board may, by majority vote, designate another member of the Society to exercise the duty and responsibility for such office until the next regular or special election for said office. The Member designated by Board shall serve only during the remainder of the fiscal year. Should the officer be part of the presidential chain, the Board may choose to fill the position with the next in line officer, and then hold a special election for the Vice President-elect position. Depending on the timing of the change in position the Member designated by Board shall serve during the remainder of the fiscal year/or continue throughout the following year in agreement between the board and the next in line officers.
Section 1. Any person interested in the purposes and objectives of this Society is eligible to join the Society upon application for membership and payment of appropriate dues.
Section 2. Membership shall be either as an Individual Member, Student Member, Retired Member, Honorary Member, Emeritus Member, or Charter Member within the Society. Criteria for the membership types are:
Individual Membership: Any person interested in the purposes and objectives of this Society
- Full voting rights
- Can serve on Committees
- Full Access to Journal and SPS Web site
- Discounted Annual Meeting Registration Fee
- A Student Member shall provide documentation from their advisor/mentor as well as documentation of registration from the applicant´s college/university (on a yearly basis) to verify student status.
- Student Membership cannot extend beyond 5 years beginning with the first year of student membership acceptance.
- Membership cost half price
- 10 years as a full member
- Retired from full time employment and with <10% of annual income derived from consulting or other “work” in the Safety Pharmacology field
- Membership cost half price
- Voting privileges and may serve on Society committees
- Registration at Society meetings at “break even cost”
- Limited in number
- Original founders of the field of Safety Pharmacology
- May include original members that incorporated the Society
- May include Society’s past presidents
- Eligible at retirement age (as defined for retired membership class)
- Membership cost – None
- Voting privileges and may serve on Society committees
- Nominated by the membership and approved by the Board of Directors
- Registration at Society meetings at “break even cost”
- Individuals whose work has contributed or overlapped with Safety Pharmacology, but may not strictly work in the field
- Nominated by the membership and approved by the Board of Directors
- Important in expanding the awareness of the Society (e.g., academic outreach)
- Very limited in number (e.g., Sir James Black in 2007)
- No membership fee charged
- No annual meeting registration fee charged
- No voting privileges and does not serve on committees
- Member which has paid dues in full since Society was incorporated in 2000 (Founder) or for 10 consecutive years thereafter
- Eligible as of 10th anniversary of Society at a special “Founder” level (2010 only)
- Eligible in future after 10 years of continuous membership at normal “Charter” level
- Recognized at annual business meeting with an appropriate lapel pin and certificate
- Charter members may hold additional membership types in the Society
Section 3. As established by the Board, all Membership types of this Society shall enjoy all the rights and privileges accorded to the Membership type except Honorary Members.
Section 4. Each Membership type shall have the right to cast one vote on any motion that may be properly brought before the Society.
Section 5. The Board may, by unanimous vote and after a hearing for cause, recommend to the Society the expulsion of any Member, which recommendation shall be sent to all members of the Society at least four weeks prior to the meeting at which it is to be acted upon. A vote of four-fifths of the voting Members present and at such meeting shall be required for expulsion.
Section 1. A regular meeting of the Safety Pharmacology Society shall be held annually at such time and place as shall be determined by the Board. Members of the Society shall be notified at least eight weeks in advance of such meetings.
Section 2. Special meetings of the Society may be called by the Board or upon written request of ten active Members of the Society with approval of the Board. The Secretary shall send written and / or electronic notice to the members at least eight weeks in advance of such meetings and shall specify the business to be transacted. No business other than so specified shall be transacted at such meetings.
Section 3. The Board shall meet prior to the annual meeting of the Society to conduct such business as is set forth in the Constitution and Bylaws. Six members of the Board shall constitute a quorum for this meeting. Minutes of the Board meeting shall become a part of the official record of the Society.
Section 4. There shall be a Scientific Session as part of any regular meeting, to be arranged by the Program Committee.
Section 5. Ten percent of the membership shall constitute a quorum for a business meeting. Procedural matters may be handled at the business meeting. Substantive issues shall be decided by a majority vote of voting members.
Section 6. The rules contained in Robert’s Rules of Order, Seventy-fifth Anniversary Edition or any subsequent revisions shall govern the conduct of the business meeting of the Society, except where they may be inconsistent with the Constitution and Bylaws.
Section 7. If, at any meeting of the members of the Society, duly called and held and a quorum being present, the Members shall, following discussion of any matter properly presented for action and on motion duly made and seconded, vote to submit such matter to the Members of the Society for resolution by mail or electronic ballot. Any such motion shall contain a concise statement of the matter in question capable of resolution by yes or no vote. The Secretary shall within 30 days thereafter prepare and send to every member a notice of the action taken at such meeting. There shall be a brief explanation of the issue and a ballot setting forth the matter of question in the same terms as proposed at such meeting, which ballot shall contain a place for the entry of a yes or no vote. Completed ballots returned to the Secretary shall be valid if received on or before the 60th day following the said meeting. The Secretary shall thereupon promptly count said ballots and shall immediately notify the President of the number of votes for and against. The Secretary shall promptly thereafter notify the membership of the outcome of such balloting.
Section 1. Nominating Committee. There shall be a Nominating Committee, consisting of five Members of the Society who are not Officers. All members, including the Chair, shall have a single vote. The Chair shall be the past-president of the Society who has most recently completed the term as Immediate Past President. The remaining four Members shall be elected by the Members of the Society. Membership on the Committee shall be for a period of one year. Members shall be eligible for re-election only after a lapse of one year. Notwithstanding the fore-going provisions of this Section and notwithstanding anything else in these By-laws, the slate of nominees for elected office and elected standing committees to be submitted by the Nominating Committee shall not include the name of any person elected as a member of the Nominating Committee for a term of office which has not yet elapsed, irrespective of whether he or she has continued to serve in that capacity.
The Chair of the elected Nominating Committee shall advise the Board of the names of all nominees for elected positions (except the Nominating Committee) prior to June 1 and before finalizing the nominations. The Nominating Committee shall submit in writing to the Secretary by June 15 of each year at least two nominations for each elective office and committee to be filled.
Section 2. Program Committee. There shall be a Program Committee, consisting of Members of the Society. All Members, including the Chair, shall have a single vote. The Chair shall be the member who will be serving as Vice President of the Society in the year of the meeting and the Chair shall select the remaining members of the Committee. Membership on the Committee shall be for a period of one annual meeting cycle. The Program Committee shall be responsible for arranging Scientific Sessions for all regular meetings of the Society.
Section 3. Abstract Committee. There shall be an Abstract Committee, consisting of Members of the Society. All Members, including the Chair, shall have a single vote. The Chair shall be the member who will be serving as Vice President-Elect of the Society in the year of the meeting and the Chair shall select the remaining members of the Committee. Membership on the Committee shall be for a period of one annual meeting cycle. The Abstract Committee shall be responsible for approving abstracts to be presented at all regular meetings of the Society.
Section 4. Awards Committee: There shall be an Awards Committee, consisting of Members of the Society. All members, including the Chair, shall have a single vote. The Chair shall be the immediate Past-president of the Society. The remaining Members shall be selected by the Chair of the Committee (Past President) along with consultation of the current President, and Vice President. Membership on the Committee shall be for a period of one year. The Board shall annually determine the types and numbers of awards to be conferred at the next Annual Meeting and the stipends, if any attached to each. The Board shall also identify as to each award the Committee to designate the recipient. The Awards Committee shall review all suggestions and recommendations as to the awards it has been designated by the Board to confer. The Awards Committee shall notify the Board of the recommendations and request final approval.
Section 5. Other Committees. The President, the Board or both may appoint such ad hoc, special or other Committees as deemed necessary.
Section 6. The President, with the approval of the Board, shall appoint Chairs of these other Committees who, in turn may select their own Committee Members with recommendations and suggestions from the Board. Terms of office shall be for two (2) years, or until their successors are appointed. These committees shall be composed of no fewer than three (3) members.
Section 7. In the event that any elected and/or appointed committee member, whether by reason of health, incapacity or otherwise, shall become unable to perform the normal duties of his or her office, the Board may by majority vote designate another member of the Society to exercise the duties and responsibilities of such office. The member designated by Board shall serve only during the remainder of the elected or appointed term, as appropriate.
Section 1. Members shall pay such annual dues in support of the Society as determined by Board.
Section 2. Annual Dues shall become payable on October 1 and shall be considered lapsed the following, January 30, resulting in forfeiture of membership.
Section 3. A Member who has forfeited membership by nonpayment of dues must reapply for membership.
Section 1. Regular elections shall be held by either written ballot mailed, or, submitted by electronic transmission to the membership by July 10.
Section 2. Members of record as of June 30 shall receive ballots.
Section 3. Ballots shall set forth the names of the candidates nominated by the Nominating Committee; in addition, one (1) space shall be provided for a write-in candidate for each office to be filled. Permission from the write-in candidate must be secured from the nominee and will be confirmed by the Nominating Committee.
Section 4. Completed ballots returned to the Secretary shall be valid if received on or before the following September 1 and if the envelope containing the ballot bears the signature of the member or for the ballots submitted by electronic transmission, the member has previously in writing elected the option of voting by this means. The Secretary shall hereupon have the ballots counted, and shall immediately notify the President of any tie, in which event the President shall call a meeting of the Board to be held before the date of the next annual meeting and the tie shall be resolved in favor of one of the candidates involved in the tie by majority vote of the Board. The results of the balloting and of the Board´s resolution of any tie shall be returned to the Secretary and announced at the following annual meeting.
Specialty Sections, Regional Chapters, and Additional Meetings of the Society
Section 1. The Society may authorize the formation of Specialty Sections to further the purposes of the Society. Board may approve the formation of a Specialty Section upon written request that a Specialty Section be formed and after reviewing the Bylaws of the proposed Specialty Section. Specialty Sections shall be regulated according to procedures developed and approved by the Board.
Section 2. The Society may authorize the formation of Regional Chapters to further the purposes of the Society. The Board of Directors may approve the formation of a Chapter upon written request that a Regional Chapter be formed and after reviewing the Bylaws of the proposed Chapter. Chapter shall be regulated according to procedures developed and approved by the Board.
Section 3. The Society may organize or support additional Scientific Meetings that may be associated with Specialty Sections, Regional Chapters, or may be meetings or workshops on a general or specialty subject organized in different geographical regions.
Section 1. The corporate seal shall be circular in form and the words Safety Pharmacology Society shall appear in the inner circle.
Section 1. Proposed changes in the Bylaws shall be submitted to the Board in writing by a Member in good standing at least two months prior to a regular Board meeting. Upon approval by the majority vote of the Board, the Secretary shall send notice (written or electronic transmission) of the proposed changes to all voting members of the Society for comment to be returned within 30 days (electronic submissions are acceptable). After consideration of comments by the Board, proposed Bylaws changes may be submitted to the membership for a vote. Approval by majority vote of ballots (electronic transmission or written) within 30 days shall be required for adoption.
Nonprofit, Non-Degree Granting Organization
The Safety Pharmacology Society is a professional organization with 501(C)3, nonprofit, tax exempt designation. The Society is neither a degree granting organization nor an accrediting body. The Society was incorporated in 2000.
Opinions or views expressed by individual members are not necessarily those of the Society.
Duration and Dissolution
The Society shall continue as a corporation until a proposal for dissolution shall be passed by the Board and the voting members of the Society. For purposes of notice and voting requirements, any such proposal shall be treated as an amendment to these Articles and shall comply with the provisions of Article Ninth hereof.
Upon the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(C) 3 of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) as the Board shall determine. Any of such assets shall be disposed of by the Court of Competent Jurisdiction of the county or district in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Indemnification of Directors and other Authorized Representatives
A Director or Officer of this Society shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: (1) the Director or Officer has breached or failed to perform the duties of his or her office in good faith, in a manner he or she reasonably believes to be in the best interests of the Society and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances or as otherwise defined in Section 511 of the Pennsylvania Business Corporation Law of 1988 or as thereafter amended; and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section shall not apply to the responsibility or liability of a Director or Officer pursuant to any criminal statute or for the payment of taxes pursuant to any failure of performance of duty prior to August 10, 2000.