ARTICLE I—NAME, INCORPORATION
The name of this organization shall be the American Academy of Clinical Toxicology, Inc., (hereinafter referred to as the Academy.) The Academy is incorporated in the state of New Jersey.

ARTICLE II—PURPOSE
The Academy shall be a nonprofit professional organization to foster interdisciplinary research, education, prevention and treatment of poisonings by chemicals, drugs and environmental substances in humans and animals. No part of the net earnings or the principal of this corporation shall inure to the benefit of any private shareholder or individual and no substantial part of the activities of such corporation, or of any recipient of its funds shall be used to carry on propaganda or otherwise attempt to influence legislation or to participate or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE III—MEMBERSHIP
1. Membership of the Academy shall be of four classes:

    1. Individual Voting Members
    2. Emeritus Members
    3. Student/Fellow-in-Training Members
    4. Institutional Members

In addition, the status of Fellow of the Academy may be conferred upon Individual Voting Members.

All membership categories, upon joining the Academy, agree to abide by its Code of Ethics as approved by the Board of Trustees.

  1. Individual Voting Members are all individual members other than Emeritus or Student Members. They shall meet requirements and shall receive membership benefits as may be prescribed by the Board of Trustees. Any Individual Voting Member of the Academy shall be eligible to vote in elections and on any question put to the membership for a vote and to hold Office or Trusteeship.
  2. Emeritus Members are individual members who have retired from the active practice of toxicology, have the honorary status of Fellow and are so approved by the Board. They shall meet requirements as deemed appropriate and shall receive membership benefits as may be prescribed by the Board of Trustees. Any Emeritus Member shall not be eligible to vote in elections nor on any question put to the membership for a vote, nor to hold Office or Trusteeship.
  3. Student/Fellow-in-Training Members are individual members in formal academic or clinical training programs. They shall meet such requirements and shall receive membership benefits as may be prescribed by the Board of Trustees. Any Student/Fellow-in-Training Member shall not be eligible to vote in elections nor on any question put to the membership for a vote, nor to hold Office or Trusteeship. After completion of the training, a Student/Fellow-in-Training Member becomes an Individual Voting Member, with dues prorated to the end of the current fiscal year.
  4. Institutional members are organizations including for-profit and not-for profit corporations, government agencies, and institutions. They shall meet requirements and receive such benefits as may be prescribed by the Board of Trustees. Any Institutional Member of the Academy shall be eligible to cast a single vote in elections and on any question put to the membership for a vote. Institutional Members may not hold Office or Trusteeship.
  5. Fellows of the Academy are honored by elevated status conferred by the Board of Trustees in recognition of their significant contributions to the field of clinical toxicology and service to the Academy. To be eligible for consideration to or maintain Fellow status, the Individual Voting or Emeritus member shall meet such requirements as may be prescribed by the Board of Trustees.

ARTICLE IV—EXECUTIVE COMMITTEE & TRUSTEES
1. The Officers of the Academy shall be President, President-Elect, immediate past president, Treasurer and Secretary. The Executive Committee shall consist of the Officers of the Academy. All Officers are responsible to the Board of Trustees.

  1. The Board of Trustees of the Academy shall consist of the Executive Committee and ten elected Board Members.
  2. Only Voting Members shall be eligible to serve on the Board of Trustees or as Officers. Only Voting Members shall have the right to vote for Officers and Trustees. Officers and Trustees of the Academy may not concurrently hold office or Trusteeship in other national organizations devoted to clinical toxicology or poison control without the approval of a majority of the Board of Trustees.
    1. ARTICLE V—DUTIES OF OFFICERS and TRUSTEES
      1. The President shall be the Chief Executive Officer of the Academy. The President’s term of office will be two years. The President shall: preside over all meetings of the membership, of the Board of Trustees, and of the Executive Committee;
    2. perform such other duties from time to time as may be required by the Board of Trustees;
    3. have general powers to execute Bonds, Deeds and Contracts in the name of the Academy;
    4. appoint members of committees authorized by the Academy;
    5. have authority to require committee reports in person or in writing at meetings of the Board of Trustees;
    6. have power to appoint any additional committees deemed necessary to carry out the purposes and business of the Academy, in accordance with the Certificate of Incorporation and By-Laws and actions taken by the Academy.
    7. Have authority to delegate their roles and responsibilities as they deem appropriate and necessary to carry out the functions of the Academy
  1. For a two-year term beginning immediately with the installation of a new President of the Academy, the former president shall assume the status of Immediate Past President and serve on the Executive committee.
  2. The President-Elect shall serve in the office of President for the two-year term immediately following the two-year term as President-Elect. The President-Elect shall be a member of both the Strategic Planning Committee and the Finance Committee.
  3. The Treasurer shall serve a term of two years and be eligible for re-election for three consecutive terms only. The terms of the Treasurer and Secretary shall not expire concurrently. If this should occur, the Board has the authority to either reduce or extend the term of either the Treasurer or Secretary, at its discretion. If aware that such a situation may arise through an election, the Board may alter the term of a Treasurer or Secretary to avoid such occurrence. The Treasurer shall:
    • receive all funds due to the Academy;
    • disburse such sums as are necessary to meet lawful indebtedness incurred and authorized by vote of the Academy or by the Board;
    • have authority to sign contracts and other instruments entered into by the Academy;
    • be responsible on behalf of the Academy for all funds and securities of any type and deposit the same in the name of the Academy in such bank or banks as the Board may direct;
    • be bonded at the discretion of the Board for an amount determined by the Board;
    • invest and reinvest surplus funds, subject to the order and direction of the Board;
    • be an ex-officio member of the Finance Committee;
    • prepare a budget with the advice of the Finance Committee for each year’s activities for the approval of the Board;
    • arrange to have the Academy’s accounts reviewed by certified public accountants at least every 2 years
    • render to the Academy annually an accurate account of all sums received and disbursed during the preceding fiscal year, of all sums and funds that are not expended, of the budget for the current fiscal year, and of the report of the review made of the Academy’s accounts;
    • perform such other duties as are incident to the office or as may be properly required by actions of the Academy or of the Board at duly constituted meetings.
    • have authority to delegate their roles and responsibilities as they deem appropriate and necessary to carry out the functions of the Treasurer position

The Treasurer may execute certain administrative duties through a business office that is duly authorized by the Board of Trustees. The Treasurer retains responsibility for the proper conduct of such duties.

  1. The Secretary shall serve a term of two years and be eligible for re-election for three consecutive terms only. The terms of the Secretary and Treasurer shall not expire concurrently. If this should occur, the Board has the authority to either reduce or extend the term of either the Secretary or Treasurer, at its discretion. If aware that such a situation may arise through an election, the Board may alter the term of the Secretary or Treasurer to avoid such occurrence.  The Secretary shall:
    • keep records of all duly noticed meetings of the Academy and of all Board meetings and make a report thereon;
    • maintain records of business transactions of the Academy and Board meetings
    • conduct and be responsible for the official correspondence and communication of the Academy and of the Board;
    • maintain the Membership roster;
    • have custody of all property of the Academy and hold the same subject to the order and direction of the Academy or of the Board;
    • have authority to sign contracts and other instruments entered into by the Academy;
    • perform such other duties as are incident to the office or as may be properly required by actions of the Academy or of the Board at duly constituted meetings.
    • have authority to delegate their roles and responsibilities as they deem appropriate and necessary to carry out the functions of the Secretary position

The Secretary may execute certain administrative duties through a business office that is duly authorized by the Board of Trustees. The Secretary retains responsibility for the proper conduct of such duties.

  1. Board of Trustees
    1. The President of the Academy shall be Chair of the Board. In the President’s absence, the President-Elect will serve as Chair for that session. In the absence of the President-Elect, the Board members in attendance shall elect a Chair for that session.
    2. Members of the Board of Trustees, other than the Officers, shall be elected for a three year term. Members of the Board of Trustees may be elected to no more than two consecutive three year terms. After serving two consecutive terms, an Individual Voting Member may become eligible for reelection to the Board of Trustees after at least a one-year hiatus from the Board.
    3. The Board of Trustees shall convene a meeting once a year at the time of the annual meeting of the Academy. Additional meetings may be called by the President or by petition of a majority of the Board to the Office of the Secretary.
    4. A majority of the members of the Board shall constitute a quorum. The Executive Committee shall have the power to act in lieu of the full Board of Trustees between meetings. Such actions will require a majority vote of the Executive Committee and be subject to review by the Board at its next meeting.
    5. The Board shall have power to make and amend rules for its own procedures and shall keep records of such rules.
    6. The Board shall have power to authorize the expenditure of money for the conduct of its business, including the administration of philanthropic funds entrusted to the Academy in concert with its purpose.
    7. The Board shall adopt, before each fiscal year (1 January through 31 December), a budget for the operations of the Academy for the ensuing year.
    8. The Board is authorized to waive dues of individual Members under exceptional circumstances involving hardship.
    9. The Board of Trustees shall publish a summary of its proceedings and decisions. If one-third of the members of the Board of Trustees present so request, the minutes shall include a record of those Board members voting for and against a motion.
    10. The Board shall have power to confer with such other organizations as it deems fit in order to plan for cooperating committees or otherwise to develop relationships with organizations.
    11. The Board shall take all necessary steps to carry out any program determined by vote of the Academy and not otherwise provided for.

ARTICLE VI—MEETING OF MEMBERS

  1. The Annual Meeting of the Academy shall be held at the time and place designated by the Board of Trustees.
  2. Special meetings of the general membership may be called by any member of the Executive Committee with the approval of a two-thirds majority of the Board or upon petition bearing the signatures of at least 30% of Voting Members. They shall call such a special meeting at a time and place that must be designated at least 30 days in advance.
  3. The vote of the simple majority of Voting Members physically or virtually present shall decide any question brought before such meeting unless the question is one upon which, by expressed provision of the statutes or the certificate of incorporation or of these By-Laws, a different vote is required, in which case such expressed provision shall govern and control the decision of such question.
  4. Virtual meetings may be called by any member of the Executive Committee with the approval of a two-thirds majority of the Board, whereby a question is put forth by mail or electronic means to the members of the Academy eligible to vote. In such case, the Board of Trustees must submit by mail or electronic means any question or action to the Voting Members of the Academy, including amendment of these By-Laws but not including any question or action required by law or by the certificate of incorporation to be taken at a physical meeting. Such submission shall be made by ballot sent to each Voting Member, setting forth the action proposed, and in the case of election of Trustees or Officers, the names of the persons nominated. A deadline must be set by the Secretary for return of the ballot.
  5. When a two-thirds majority of the Board of Trustees has certified in writing to the Secretary that the holding of any Annual Meeting is inadvisable, such Annual Meeting shall not be held. In such case, the Board of Trustees may conduct a special or virtual meeting as outlined in Article VI Sections 2 and 4 above.

ARTICLE VII—ELECTION OF OFFICERS & TRUSTEES
1. Prior to each Annual Meeting a nominations committee consisting of the Executive Committee and any other Members they so deem shall nominate one or more candidates for each of the offices or Board positions to be filled at the next election. Additional nominations will be will be solicited from the membership. After closure of the nominations period, the nominees will be presented to the Board of Trustees for approval.

  1. In the event of a tie, the election will be decided by a majority vote of the Board of Trustees.
  2. All Officers and Trustees of the Academy, regardless of the term for which elected, shall hold office until their successors are qualified and elected. Installation of newly elected Officers and Trustees and assumption of duties shall normally occur at the conclusion of the first Annual Meeting following their election.

ARTICLE VIII—VACANCIES

  1. If the Office of President is vacated, the President-Elect shall automatically and immediately assume the Office of President. The President-Elect in such circumstances will finish the term assumed due to vacancy of the office and will also fulfill the entire term for which he or she was elected.
  2. If the Office of President-Elect is vacated, the Nominations Committee will prepare a slate of candidates to be placed on the ballot at a special election of the Academy.. The President-Elect will serve out the remainder of the vacated term and will become President at the end of their term as President-Elect.
  3. If the Office of Secretary or Treasurer is vacated, a majority of the Board of Trustees excluding the President, shall elect any of the Trustees to finish the term of office. The office will be filled for the succeeding term at the next general election of the Academy. In the event of a tie, the President will serve as the tiebreaker.
  4. If a vacancy occurs in the Board of Trustees it shall be filled at the next general election of the Academy for the remainder of the term vacated.

ARTICLE IX —COMMITTEES & SPECIALTY SECTIONS

  1. Standing Committees of the Academy are: American Board of Applied Toxicology Committee, Executive Committee, Fellowship Committee, Finance Committee, Nominations Committee, and the North American Congress of Clinical Toxicology (NACCT) Committee, The composition and duties of the committees shall be enumerated in the policies and procedures of the Academy as determined by the Board of Trustees. Other committees and task forces may be appointed at needed.
  2. The President shall have the power to make and terminate appointments to the standing committees. Appointments are effective from the time of appointment until the close of the next general Meeting of the membership. All standing committees report directly to the President.
  3. The President shall establish such ad hoc committees and/or task forces as he or she or the Board of Trustees deem necessary for the purpose of carrying out specific projects. The term of such committees is continuous until the function has been performed or until the committee is otherwise discharged by the President.
  4. The Board of Trustees may designate Specialty Sections within the Academy based on the prevailing academic interests of the members.
  5. The President shall have the power to appoint liaison committees or representatives for the purpose of establishing and maintaining rapport with other organizations.
  6. Any statement or document reflecting a policy or position of the Academy must receive approval from the Board of Trustees prior to circulation or distribution.

ARTICLE X—DUES
1. Payment of annual dues shall be required of all members of the Academy with the exception of those specifically exempted by the Board of Trustees. The amount of dues is to be set annually by the Board.

  1. Any Member whose dues for the current fiscal year are unpaid and who has made no response to notices of renewal over the first 6 months of the membership year will be considered delinquent and may be dropped from membership.

ARTICLE XI—EXPULSION/REVOCATION OF FELLOW STATUS
1. A member may be expelled or Fellow status revoked for violation of the AACT Code of Ethics or for such cause as the Board of Trustees may deem sufficient provided that a copy of the charge made against him/her shall be furnished to him/her in writing postmarked to the last known address by certified mail at least sixty (60) days before the meeting at which such action is taken. A reply from the member so duly notified or a request to appear before the Board must be received in writing by the Secretary within 30 days of the receipt of the certified mail. The Board may not expel a member or revoke Fellow status without considering his/her rebuttal presented in writing or in person, if any. Failure to respond to the charges will be considered a waiver of the opportunity to respond. A three-fourths vote of all members of the Board of Trustees expressed in a meeting of the Board or in writing shall be required to expel a Member of the Academy.

  1. Revocation of Fellow status may occur for violation of the AACT Code of Ethics or for such cause as the Board of Trustees may deem sufficient provided that a copy of the charge made against him/her shall be furnished to him/her in writing postmarked to the last known address by certified mail at least sixty (60) days before the meeting at which such action is taken. A reply from the member so duly notified or a request to appear before the Board must be received in writing by the Secretary within 30 days of the receipt of the certified mail. The Board may not expel a member without considering his/her rebuttal presented in writing or in person, if any. Failure to respond to the charges will be considered a waiver of the opportunity to respond. A three-fourths vote of all members of the Board of Trustees expressed in a meeting of the Board or in writing shall be required to expel a Member of the Academy.

ARTICLE XII—AMENDMENTS
1. These By-Laws may be amended by a two-thirds vote of the active Members entitled to vote, amended through a role including proxy votes, conducted at any Annual Meeting of the Academy or by a virtual meeting as outlined in Article VI, Section 4 above; notice of proposed amendment must be delivered by mail or electronic means to the members entitled to vote at least sixty (60) days before the date set for the meeting.

2.In most instances amendments to the Articles of Incorporation or By-Laws should be initiated by a Board member, however, any amendment may be proposed by a written petition of 20% of the membership eligible to vote, which should be transmitted to the Secretary and a copy to the President at least 120 days before the meeting.

ARTICLE XIII – VALIDITY
Should any portion of these By-Laws become invalid through judicial or legislative action, the remainder of these By-Laws shall remain in effect.

ARTICLE XIV—DISSOLUTION
In the event of the dissolution of the organization, after all debts have been fully satisfied, the assets of the organization shall be distributed to a not-for-profit (c) 3 corporation incorporated within the United States as the Board of Trustees may direct in keeping with the general purposes of this organization.

{Revisions Adopted by the Membership August 2020}