AACT Governance: Bylaws and Policies

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.

The American Academy of Clinical Toxicology is a not-for-profit multidisciplinary organization, organized exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, uniting scientists and clinicians in the advancement of research, education, prevention, and treatment of injury caused by chemicals, drugs, and toxins. 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 to participate or intervene in any political campaign on behalf of any candidate for public office.

1. Membership of the Academy shall consist of the following classes:
   1. Full Members
   2. Fellows of the Academy (FAACT)
   3. Emeritus Members
   4. Affiliate Members
   5. Fellows-in-Training (FIT)
   6. Trainee Members
2. All membership categories, upon joining the Academy, agree to abide by its Code of Ethics as approved by the Board of Trustees
3. Full Members shall meet requirements and shall receive membership benefits as prescribed by the Board of Trustees. Any Full Member of the Academy shall be eligible to vote in elections, to vote on any question put to the membership, and to hold Office or Trusteeship.
4. Fellows of the Academy are Full Members who have been honored by the Board of Trustees in recognition of their significant contributions to the field of clinical toxicology and service to the Academy. Fellowship confers elevated status, and eligibility to be considered for or to maintain this status requires the member to meet the requirements prescribed by the Board of Trustees. Any Fellow of the Academy shall be eligible to vote in elections, to vote on any question put to the membership, and to hold Office or Trusteeship.
5. Emeritus Members are Full Members who have retired from the active practice of toxicology, have the status of Fellow of the Academy, and are so approved by the Board. They shall meet requirements as deemed appropriate and shall receive membership benefits as prescribed by the Board of Trustees. Emeritus Members shall be eligible to vote in elections and to vote on any question put to the membership, but not to hold Office or Trusteeship.
6. Affiliate Members are individuals who work in a field related to clinical toxicology or have demonstrated interest in clinical toxicology. They shall meet such requirements and shall receive membership benefits as prescribed by the Board of Trustees. Affiliate members are not eligible to vote or hold Office or Trusteeship.
7. Fellows-in-Training (FIT) are individuals currently enrolled in a recognized medical or clinical toxicology fellowship program. They shall meet such requirements and shall receive membership benefits as prescribed by the Board of Trustees. FIT Members are not eligible to vote or hold Office but may serve as non-voting members of the Board of Trustees at its discretion. After completion of their fellowship, a FIT Member becomes a Full Member subject to prevailing dues in the next fiscal year.
8. Trainee Members are students or residents in formal academic or clinical training programs. They shall meet such requirements and shall receive membership benefits as prescribed by the Board of Trustees. Trainee Members are not eligible to vote or hold Office or Trusteeship. After completion of their training, a Trainee Member becomes a Full, Fellow-in-Training, or Affiliate Member subject to prevailing dues in the next fiscal year.

1. The Officers of the Academy shall be President, President-Elect, Immediate Past President, and Secretary-Treasurer. The Executive Committee shall consist of the Officers of the Academy, and all Officers shall have voting privileges on the Executive Committee. All Officers are responsible to the Board of Trustees.
2. The Board of Trustees of the Academy shall consist of the Executive Committee and no more than ten (10) elected Board Members.
3. Only Members, as prescribed in these bylaws, shall be eligible to serve as an Officer or Trustee of the Academy and shall have the right to vote for Officers and Trustees.
4. Officers and Trustees of the Academy shall not concurrently hold office or Trusteeship in other national or international organizations devoted to toxicology or poison centers without the approval of a majority of the Board of 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 and shall perform such other duties from time to time as required by the Board of Trustees.
2. The President-Elect shall serve a two-year term, followed immediately by a two-year term in the office of President. The President-Elect shall serve on the Executive Committee and shall Co-Chair the NACCT Planning Committee.
3. The Immediate Past President shall serve as a member of the Board of Trustees for a two-year term beginning immediately following the installation of a new President of the Academy.
4. The Secretary-Treasurer shall serve a two-year term and be eligible for reelection for a maximum of three consecutive terms. They shall serve as an Officer of the Academy and a member of the Executive Committee. The Secretary-Treasurer shall be responsible for maintaining the official records of the Academy, ensuring accurate minutes of meetings of the Board of Trustees and the membership, overseeing required notices, and maintaining corporate records.

   The Secretary-Treasurer shall also oversee the financial affairs of the Academy, including monitoring financial reports, presenting financial statements to the Board, ensuring appropriate financial controls are in place, and serving as liaison to any finance or audit committee. The Secretary-Treasurer shall perform such other duties as may be assigned by the Board of Trustees. The Secretary-Treasurer can execute certain administrative and financial duties through a business office that is duly authorized by the Board of Trustees. The Secretary-Treasurer retains responsibility for the proper conduct of such duties.

5. Members of the Board of Trustees, other than the Officers, shall be elected for a three-year term. Members of the Board of Trustees shall be elected to no more than two consecutive three-year terms. After serving two consecutive terms a member becomes eligible for reelection to the Board of Trustees after at least a one-year hiatus from the Board. These provisions shall not preclude a term-limited Member from election as an Officer.
6. The Chair of the American Board of Applied Toxicology (ABAT) is a permanent non-voting member of the Academy’s Board of Trustees.
7. A majority of the Voting Trustees, which includes the President, President-Elect, Immediate Past President, Secretary-Treasurer, and the elected Board of Trustees members, shall constitute a quorum for the transaction of business at any meeting of the Board. The non-voting positions of the Chair of ABAT and the Fellow-in-Training Board of Trustee Members shall not be counted towards quorum for the transaction of business at any meeting of the Board. The vote of a simple majority of the Voting Trustees and Officers, as outlined above, at a meeting at which a quorum is present, either physically or virtually, shall decide any question brought before such meeting, unless a greater proportion is required by applicable law, the Certificate of Incorporation, or these Bylaws. In such cases, quorum shall be governed and controlled by the superseding requirement.

1. The Academy shall hold an Annual Business Meeting of members at least annually at such time and place as shall be designated by the Board of Trustees. Written notice stating the time, place, and purposes of the meeting shall be given to each voting member not less than ten (10) nor more than sixty (60) days prior to the meeting, in accordance with applicable law.
2. Special meetings of the general membership can 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 50 Voting Members. The time and place of such meetings shall 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 a meeting unless the question is one for which, by expressed provision of the statutes or the Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such expressed provision shall govern and control the decision of such question.
4. Business meetings can 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 Voting Members of the Academy. 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 Bylaws 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-Treasurer for the return of ballots.
5. When a two-thirds majority of the Board of Trustees has certified in writing to the Secretary-Treasurer that holding of an Annual Business Meeting is inadvisable, such meeting shall not be held. In such a case, the Board of Trustees may conduct a special or virtual meeting as outlined in Article VI Sections 2 and 4 above.

1. Prior to each Annual Business Meeting, a nominations committee chaired by the Immediate Past President and consisting of the Executive Committee and any other Members they so deem shall nominate one or more candidates for each of the Officer or Trustee positions to be filled at the next election. Additional nominations will be solicited from the membership. After closure of the nominations period, the nominees will be presented to the Board of Trustees for approval.
2. The election of Officers and Trustees of the Academy shall be conducted by secret ballot of Voting Members of the Academy, which may be administered electronically. The Secretary-Treasurer shall distribute such ballots not less than sixty (60) days prior to the Annual Business Meeting, and voting shall close no later than thirty (30) days prior to the start of the Annual Business Meeting. The Executive Committee shall oversee the integrity of the election process, and all ballots shall be retained for thirty (30) days following the Annual Meeting.
3. In the event of a tie, the election will be decided by a majority vote of the Board of Trustees.
4. All Officers and Trustees of the Academy, regardless of the term for which they are 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 Business Meeting following their election.

1. If the Office of President is vacated prior to completion of their term, 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 they were elected.
2. If the Office of President-Elect is vacated prior to completion of their term, the Nominations Committee will prepare a slate of candidates to be placed on the ballot at a special election of the Academy. The new 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-Treasurer is vacated prior to completion of their term, 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, the remainder of the term shall be filled by the candidate in the most recent election who received the largest number of votes of those not elected. The board member will be eligible for two additional full terms on the Board.

1. The Standing Committees of the Academy are: the Executive Committee, the Finance Committee, the Fellowship Committee, the Nominations Committee, and the American Board of Applied Toxicology. 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 can be appointed by the President of the Academy as needed.
2. The President shall have the authority to appoint and remove members of all standing committees, except the Executive Committee. Unless otherwise provided in these Bylaws, committee appointments shall become effective upon appointment and shall continue until the close of the next Annual Business Meeting. All standing committees shall report to the President.
3. The President shall establish such ad hoc committees and/or task forces as they 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 can 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.

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.
2. Any Member whose dues for the current 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 will be dropped from membership.

1. A Member of the Academy, including a Fellow, may be expelled from membership or have Fellow status revoked by the Board of Trustees for violation of the Academy’s Code of Ethics or for conduct deemed by the Board to be detrimental to the purposes, integrity, or reputation of the Academy.
2. Any such action shall be taken in accordance with procedures adopted by the Board of Trustees, as set forth in the Academy’s Code of Ethics and related policies.

1. The Certificate of Incorporation and Bylaws of the Academy may be amended by ballot through a roll call vote conducted at an Annual Business Meeting of the Academy, at a virtual meeting as outlined in Article VI, Section 4, or by electronic ballot. At least fifty (50) ballots must be received to constitute a quorum, and approval by two-thirds (2/3) of the members voting shall be required for adoption of an amendment.
2. Notice of any proposed amendment(s) shall be delivered by mail or electronic means to the Members entitled to vote at least sixty (60) days prior to the date of the meeting or the commencement of the electronic voting period. The balloting period shall be no fewer than twenty (20) days.
3. In most instances, amendments to the Certificate of Incorporation or Bylaws should be initiated by a Board member. However, any amendment can be proposed by a written petition of at least 50 Members entitled to vote, copies of which should be transmitted to the Secretary-Treasurer and the President at least 120 days before the meeting.

If any article, section, or provision of these Bylaws, or any part thereof, is determined to be invalid or in conflict with applicable law, the remaining articles, sections, and provisions shall remain valid and enforceable to the fullest extent permitted by law.

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 501(c)(3) corporation incorporated within the United States as the Board of Trustees directs in keeping with the general purposes of this organization.