Article I – Name

The name of the Corporation shall be “The American Society for Clinical Investigation, Inc.”

Article II – Objectives

This Society is organized and operated exclusively for educational and scientific purposes and for no other purpose. The objectives of the Corporation, as expressed in the 1908 Constitution are: the advancement of medical science; the cultivation of clinical research by the methods of the natural sciences; the correlation of science with the art of medical practice; the encouragement of scientific investigation by the medical practitioner; and the diffusion of a scientific spirit among its members. To this end the Society publishes reports on the methods and results of clinical research. Any activities which are not in themselves in furtherance of educational and scientific purposes shall represent an insubstantial part of the total activities of this Corporation.

Article III – Membership

Section 1. Classes. There shall be five classes of membership: Active, Senior, International, Emeritus, and Honorary. Active members may vote on Society ballots and are eligible for election to the Council. They may nominate candidates to be considered for membership in the Society. International members may nominate candidates to be considered for membership in the Society. They may not vote on Society ballots and are not eligible for election to the Council. Active and International members automatically become Senior members on January 1 of the year in which they reach 56 years of age. Senior members may nominate candidates to be considered for membership in the Society, and they may vote on ballots as described within these bylaws. They are otherwise not eligible to vote on ballots and are not eligible for election to the Council. Senior members who are at least 70 years of age and who no longer wish to avail themselves of the prerogatives of Senior membership may request to the Secretary-Treasurer to be designated an Emeritus member. Emeritus members will continue to be informed of the Society’s business. They will not be eligible to vote on Society ballots and they are not eligible for election to the Council. They may, however, change their status to Senior membership by paying applicable dues. Honorary members may nominate candidates to be considered for membership in the Society, but they may not vote on ballots and are not eligible for election to the Council. Honorary members retain their status indefinitely.

Section 2. Membership nomination and election. Nominations must be submitted by the specified deadline and are considered by the Council for potential recommendation for election as noted in this section. Recommendations for each category are submitted as a distinct block ballot item for approval by the Active, International, and Senior membership.

Section 2a. Active and International: A nominee in this section must be a physician who is 50 years of age or less on January 1 of the election year and who has accomplished meritorious original, creative, and independent investigations in the clinical or allied sciences of medicine, and enjoys an unimpeachable moral standing in the medical profession. A physician residing in the United States of America or Canada is considered for Active membership. A physician residing outside the United States of America or Canada may be considered for International membership. A nomination in this section shall be proposed and seconded by any two members in good standing, except members of the Council, and must be accompanied by (a) a statement by each of the nominators as to the qualifications of the nominee and (b) a list of the nominee’s academic degrees, professional positions, and publications. The Council shall recommend to election a total not to exceed one hundred, with no more than one-third of the total comprising International recommendations.

Section 2b. Honorary: Any distinguished person who has contributed significantly to the Society’s objectives, who has not been previously and unsuccessfully nominated for Active or International membership, and who enjoys an unimpeachable moral standing is eligible for nomination in this category. A nomination in this category may be proposed by any member (including members of the Council) in good standing, and must be accompanied by a list of the nominee’s achievements and a statement regarding the significance of the nominee’s contributions. The Council shall recommend to election a total not to exceed ten, which is separate from the limit for Active and International recommendations.

Section 3. Obligations. A member, upon his or her induction, assumes the obligation of manifesting a continuous interest in the objectives of the Corporation by furthering the objectives of the Society in the diffusion of scientific spirit, particularly among his or her students and professional associates.

Section 4. Dues. Active, International, and Senior members shall pay annual dues in the amount and within the period set by the Council.

Article IV – Officers and Councilors

Section 1. Officers. Officers of the Society shall be a President, President-elect, Vice President, Editor of the Journal of Clinical Investigation, Editor of JCI Insight, Secretary-Treasurer, and the Immediate Past President. Other than the Editor, officers must be Active members of the corporation throughout their tenure of office. The Vice President shall automatically succeed to the office of President-elect after service for one year as Vice President and to the office of President after serving one year as President-elect. The Secretary-Treasurer shall serve a two year term. Every other year, a Secretary-Treasurer-elect will be elected for a three year term. The first year he or she will serve as one of the six Councilors. The second and third years he or she will serve as Secretary-Treasurer.

Section 2. Councilors. There shall be six Councilors. Each Councilor shall serve for a period of three successive years with the exception of the Secretary-Treasurer-elect, who will serve as Councilor for one year. Councilors must be active members of the Corporation throughout their tenure of office.

Section 3. Council. The Council shall consist of the Officers and the Councilors. Seven voting members shall constitute a quorum. No Officer or Councilor may hold more than one office at one time. Council vacancies are filled by ballot, except for circumstances described in Article IV, Section 6. The Council proposes candidates on a ballot to Active, International, and Senior members.

Section 4. Duties and Limitations of Officers and Council. The Officers shall exercise those duties and rights usually pertaining to those officers. No officer shall be eligible for reelection to the same position. It shall be the duty of the Council to supervise the affairs of the Corporation and to consider all nominations for membership as stated in Article III, Section 2.

Section 5. Indemnification of Councilors and Officers. The Society shall to the extent legally permissible, indemnify each of its Councilors and Officers against all costs, liabilities, and expenses (including counsel fees) reasonably incurred by him/her in connection with the defense or disposition of any action, suit, or other proceeding, asserted or threatened against him/her while in office or thereafter, by reason of his/her being or having been such a Councilor or Officer with respect to any matters as to which he/she acted in good faith in the reasonable belief that this action was in the best interests of the Society. The right of indemnification hereby provided shall not be exclusive of or affect any other right to which any Councilor or Officer may be entitled. As used in this section, the terms “Councilor” and “Officer” include their respective heirs, executors, administrators, and legal representatives.

Section 6. Resignation of Officers or Councilors. In the event of a vacancy in the Council, however occurring, the President, with the assent of the majority of Council, shall appoint a replacement for a term not to exceed one year. If the Council term to be completed exceeds one year it will be filled by ballot according to Article IV, Section 3. Offices with remaining terms of less than one year shall not be filled; however, the office of Vice President will be filled according to Article IV, Section 3. The office of Secretary-Treasurer will be filled by ballot according to Article IV, Section 3, or by the Secretary-Treasurer-elect.

Section 7. Removal of Officers or Councilors. The Council, on recommendation by at least two of its members, may request that an Officer or Councilor be removed from office for cause. In such case, the individual shall be notified in writing and provided due process with a hearing before the Council, to be held no sooner than 30 days after such notice but no later than the next scheduled Council meeting thereafter. Removal from Council will be determined by two-thirds majority vote of the remaining Council members. Any vacancy thus produced will be filled according to Article IV, Section 6.

Article V – Publications

Section 1. Ownership. Journals published by The American Society for Clinical Investigation are the property of the Corporation.

Section 2. Composition and responsibilities of Editorial Boards. For any journal the Corporation publishes, an Editor-in-Chief provides direction of the journal, including appointment, replacement, and oversight of an Editorial Board of Deputy and/or Associate Editors, with at least two-thirds being members of the Corporation. An Editor-in-Chief serves on the Publications Committee and provides an annual report to the Council and to the Corporation. Together with the Editor-in-Chief, an Editorial Board adjudicates decisions on research and other related material submitted for publication.

Section 3. Honoraria. The Council establishes any honoraria provided to an Editor-in-Chief and members of the Editorial Board in recognition of their service, and within an overall budget the Council establishes for a journal.

Section 4. Selection of an Editor-in-Chief. All members are eligible to apply by submitting a full description of their experience and plan for direction of the journal, with the Council specifying a start date for the term of service, not to exceed five years unless otherwise specified within section 5. The Editor Selection Committee recommends a candidate to the Council, which the Council may approve for vote by the Active membership.

Section 5. Journal-specific policies.

Section 5.a. The Journal of Clinical Investigation. The term of service for an Editor-in-Chief is five years, during which an Editor-in-Chief is an Officer of the Society and a member of Council, with such status revocable as stated in Article IV, Section 7.

Section 5.b. JCI Insight. The term of service for an Editor-in-Chief is five years, during which an Editor-in-Chief is an Officer of the Society and member of Council, with such status revocable as stated in Article IV, Section 7.

Article VI – Meetings of the Membership

The Corporation shall hold one general meeting of the membership annually at a place and time previously set by the Council. Any number of members in excess of fifty shall constitute a quorum for the transaction of any business at an annual meeting with the exception of amending the By-laws.

Article VII – Committees

Section 1. Committees may be created by these Bylaws or by resolution of the Council or of the general membership, or by appointment by the President, to function on behalf of the Council in a manner provided for in the Bylaws or in the aforesaid resolution or resolutions or letters of Presidential appointment. Committees constituted by any other means shall not be recognized as representing the Society. The membership of each committee shall be appointed by the President unless otherwise specified below. Voting committee members must be members in good standing. A committee may have participants in non-voting roles, provided each is approved by a simple majority of voting members. Each committee shall have a Chairperson who will serve as the committee secretary. Minutes shall be kept of all committee meetings and shall be submitted to the Council for review. A simple majority of the committee members present and voting shall constitute a quorum. All committee actions shall be subject to review and approval by the Council.

Section 2. Nominating Committee. The Nominating Committee consists of the ASCI Council and recommends a slate of candidates for election to scheduled Council vacancies.

Section 3. Committee of Auditors. Society Officers shall comprise the Committee of Auditors and shall receive and review a statement of the Society’s operational and financial status for each fiscal year, as provided by an independent auditing firm.

Section 4. Ballot Review Committee. The Secretary Treasurer and two Active members appointed at the Secretary Treasurer’s discretion will receive, review, and verify the results of all ballots.

Section 5. Publications Committee. The Publications Committee oversees the activities of the Corporation’s publications and makes recommendations, including regarding the application process for Editors-in-Chief, to the Council. The Committee consists of the President (Chairperson), President-Elect, Vice President, Secretary-Treasurer, JCI Editor, JCI Insight Editor, and Executive Editor (non-voting member). Two additional members may be added by majority vote of the Council, one of which must have previously served as a member of the Council. The Committee comprises a minimum of 7 and maximum 9 members.

Section 6. Editor Selection Committee. The Editor Selection Committee calls for and reviews applications for an Editor-in-Chief and recommends a candidate to the Council. The Editor Selection Committee is composed of the members of the Publications Committee, with additional members added by majority vote of the Council. The President serves as Chair of the Editor Selection Committee, unless the Council votes in the majority otherwise to have another Council member serve in the role.

Section 7. Diversity, Equity, and Inclusion Committee. This committee ensures that the organization, its programs, and its mentoring mechanisms promote and recognize diversity, inclusion, and equity. A Chair serves a two-year term, after succeeding from a one-year term as Vice Chair. In the last year of a Chair’s term, the President nominates a candidate for Vice Chair, who is elected by a simple majority vote of the committee. The President, Vice President, and President Elect are standing members of the committee. Other committee members may be drawn from across the membership and are added by simple majority vote of the committee; these members serve up to 3-year terms that conclude at the start of the Society’s annual meeting or May 1, whichever is earlier.

Article VIII – Penalties

The membership of dues-paying members shall cease, without excuse offered to and accepted by the Council, upon failure to pay for one year the annual dues assessed. Members may be expelled also for reasons not specifically stated by the By-Laws by a three-fourths vote of the total membership. A proposal of expulsion will be initiated upon the presentation of a petition signed by ten active members and approval of the Council. The vote shall be by secret ballot.

Article IX – Fiscal Year

The Society’s fiscal year shall be January 1 – December 31.

Article X – Amendments to the By-Laws

Amendments to the By-Laws must be proposed in writing to the Council by five members. The Council may approve proposals for ballot of the Active membership. Such amendments shall require for their adoption an affirmative vote of three-fourths of the respondents. A response of not less than forty percent of the total of Active members is required to amend the By-laws.

Article XI – Dissolution of the Corporation

If the corporation should be dissolved, the Council shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of the assets of the corporation exclusively for the purposes of the corporation, or contribute them 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 provision of any future United States Internal Revenue Law).

Amendment history (not formally part of the bylaws)

These bylaws as presented reflect recent amendments:

  • Approved March 7, 2024: Remove outdated language, inserted August 2, 2022, regarding an increase in the eligibility age for Active and International membership nominees; and allow Senior members to vote on Council-vacancy ballots.
  • Approved August 2, 2022: Temporarily increased the eligibility age for Active and International membership nominees; allowed all members to serve on committees and defined non-voting roles; revised the name of the Diversity, Inclusion, and Equity Committee, changed the term of the Chair, and added a Vice Chair role.
  • Approved August 13, 2021: Removed outdated language in “Article II – Objectives”; substantial changes to “Article III – Membership, Section 2, Membership nomination and election”, notably increasing the limit from 80 to 100 the number of new members the Council may recommend for election annually, and making “Honorary” member recommendations a distinct pool, with a limit of 10 annually; and rename “Foreign Associate” members to “International”.
  • Approved October 27, 2020: Added Diversity, Inclusion, and Equity Committee.
  • Approved October 17, 2019: Established the right of Senior members to vote on membership recommendations and clarified references to Society Officers.
  • Approved January 12, 2018: Two committees — Publications Committee and Editor Selection Committee — were added, JCI Insight was included, language regarding journal policies was revised to reflect this, and the JCI Insight Editor was added as a member of Council.
  • Approved February 25, 2015: The selection timeline of the Editor of the Journal of Clinical Investigation was shortened to better coordinate with the ASCI’s annual meeting.
  • Approved February 28, 2014: The Immediate Past President added to the Council.
  • Approved April 10, 2013: The eligibility age limit for membership nomination increased from 45 to 50.
  • Approved November 16, 2012: The transition age of Active/Foreign Associate members to Senior status changed from 51 to 56 (with duplicative wording regarding this age removed), and the age of eligibility for Emeritus status changed from 65 to 70.