Leadership & Governance

Bylaws

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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 and Special (Senior, Emeritus, and Honorary).

Domestic

  • Full: Full Domestic Members are those individuals who wish to have all the rights 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: Individuals residing in countries designated as high, upper middle, lower middle and low income by the World Bank shall pay a membership fee commensurate with their country classification. Individuals who pay a reduced membership fee will have 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 with 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, sleep medicine or 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 holding office. Honorary members shall not pay annual dues.

2. Dues. Upon recommendation of the Finance 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 and Action. There shall be a regular annual meeting of the members of the Society, 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.

A minimum of five hundred (500) voting members form a quorum, and a majority of votes cast where a quorum is met carries an action, unless otherwise required by these Bylaws or District of Columbia law.  Member voting without a meeting may also occur via ballot, in accordance with District of Columbia law.

4. Expulsion Suspension, or Disciplinary Action. Any member may be expelled or suspended for adequate reasons as determined by a two-thirds vote of the Executive Committee. Any member may be subject to reprimand by a two-thirds vote of the Committee on Ethics and Conflict of Interest (“Ethics Committee”) for violation of applicable conduct or conflicts of interest policies, in accordance with procedures adopted by the Board.  The Ethics Committee may, upon a two-thirds vote, recommend other discipline, including suspension or expulsion, to the Executive Committee, which shall have the authority to impose any discipline by a two-thirds vote.

Failure to maintain eligibility for membership is adequate reason for expulsion and does not require advance notice. 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 Executive Committee. 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 Executive Committee. Any member proposed for disciplinary sanction, including suspension or expulsion, shall be given advance written notice, including the reason for the disciplinary sanction, the opportunity to contest the proposed sanction in writing to the deciding Committee and, if sanctioned a final written decision of the deciding Committee.  Any decision imposing a disciplinary sanction other than suspension of more than one year’s duration or expulsion is final.

The expelled member or a member suspended for more than one year may appeal the Executive Committee’s decision in writing to the Board of Directors within thirty (30) days of the date notice of the decision is sent to the member by the Executive Committee. The decision of the Board of Directors is final; the decision of the Executive Committee is final if not timely appealed. The Board of Directors will adopt policies and procedures from time-to-time governing disciplinary matters.

5. 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
(a) The officers of the Society shall be a president, a president-elect, a secretary, a treasurer, and an immediate past president.
(b) The officers of the Society shall be elected by the members of the Society who are entitled to vote. The terms of all the elected officers, except the treasurer 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.  A treasurer-elect shall be elected every three years, and a secretary shall be elected every year. The secretary will then automatically succeed to the office of president-elect. The president-elect will automatically succeed to the office of president, and the president will automatically succeed to the office of immediate past-president to maintain the continuity of leadership for the Society.
(c) 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 and treasurer.
(d) The treasurer-elect shall be elected by the membership based on recommendation from the Board Nominating Committee. They shall shadow the Treasurer and serve as Vice Chair of the Finance Committee during the initial year, and then automatically succeed to the office of Treasurer for a term of three years, and not be in the presidential line of succession.
(e) Members may vote in person or by ballot without a meeting, for officers in accordance with the policies and procedures adopted by the Board of Directors.
(f) 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.
(g) No elected officer shall be eligible for re-election to the same office.
(h) In the case of an officer's death, resignation, removal, or inability to function as an officer, the following succession will occur:
In the case of the president, the president-elect shall become the president, and the secretary shall become the president-elect.

  • In the case of the president-elect, the secretary shall become president-elect.
  • In the case of the secretary if a vacancy occurs during the first six (6) months of the elected term, a general election will be held to replace the secretary. If it occurs during the last six (6) months of the term, the secretary position will remain vacant for the remainder of the term.
  • In the case of the treasurer, if a treasurer-elect is currently serving, they will become the treasurer.  Otherwise, the Nominating Committee shall recommend, and the Board of Directors shall elect from among the Board of Directors a new treasurer to assume these duties for the remainder of the term.

(i)  Officers shall be reimbursed for authorized expenses. The Board of Directors has the discretion to authorize reimbursement of officer position, services and administrative expenses as appropriate.

2. Duties.
(a) 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.
(b) The president shall preside at all meetings of the Board of Directors and the meetings of the members of the Society.
(c) The treasurer shall chair the Finance Committee.
(d) The president-elect and secretary shall serve as members of the Finance 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, secretary and treasurer, nine (9) at-large directors, and one (1) public member. The ATS Chief Executive Officer shall be an ex-officio, non-voting member.
(a) The at-large directors and public member, along with the officers as provided in Article IV, shall be duly elected by the membership, in accordance with Board-approved policies and procedures.
(b) The at-large directors shall serve staggered terms of three (3) years and may be re-elected for a maximum of two terms.
(c) If a member of the Board of Directors who is not an officer, fails to complete a term because of death, resignation, removal, or inability to function, the Board Nominating Committee shall identify the replacement for the remainder of the term, to be confirmed by the Board of Directors.
(d) 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. 
3. Meetings of the Board of Directors. The Board of Directors shall meet at least four (4) times annually upon call by the president or upon written request of any five (5) 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.
4. Removal of Directors.  A Director may be removed with or without cause, as designated by D.C. Code § 29-406.08.  In addition, the Board of Directors may, by majority vote, remove any Director for violation of the statutory requirement that directors act in good faith and in a manner the director believes to be in the best interests of the nonprofit organization.

ARTICLE VI – COMMITTEES

1. General. There are four different committee structures within the Society:
(a) Executive Committee. The Executive Committee shall consist of the following six (6) members: the president, the president-elect, the immediate past president, the secretary, the treasurer, and the ATS Chief Executive Officer 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 between meetings of the Board and to report its activity to the Board of Directors, including the formation of, and appointment to, advisory committees.
(b) Standing. Standing committees are appointed annually by the president and confirmed by the Board of Directors to conduct the business of the Society as required by the bylaws. Standing committees are permanent committees mandated by the bylaws and include the Board Nominating Committee, Membership Committee, Finance Committee, and Ethics and Conflict of Interest Committee.
(c) Advisory. Advisory committees are appointed by the president, and are reviewed annually by the Executive Committee, to carry out the charge provided by the president.
(d) Other. The president may nominate or appoint members of the Society to serve on committees of other organizations or a joint committee when such action will aid in advancing the purposes of the Society. The Board may create advisory committees to carry out the mission of the organization.

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 Executive Committee may determine. The president may remove any chair or member of a committee, other than the Executive Committee prior to expiration of the members’ term and report such action to the Board.

3. Discharge of Committees. Unless the Board of Directors or the bylaws otherwise provide, the chair and 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 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 make recommendations to the Board regarding dues and privileges for each type of membership. The committee shall promote membership, and periodically assess the needs of the members.

6. Board Nominating Committee.
(a) The Board Nominating Committee shall consist of seven (7) members. The chairperson shall be the past past president and may serve no more than one year. Six other members of the Society shall be elected by the Board of Directors. Three (3) members shall have served on the board within the last 5 years, and three (3) shall be recommended by the Council of ATS. No current member of the Board of Directors may be a member of the Board Nominating Committee. No member elected by the Board shall serve for more than three consecutive years. The Board Nominating Committee shall issue an annual call for nominations for secretary, board positions, and a triennial call for nominations for treasurer from the general membership.
(b) The Board Nominating Committee shall present annually to the members of the Society its proposed slate of officers and directors of the Society, for election.
(c) The slate of nominees for the Society's officer and director positions for election shall be circulated to the full membership at least 60 days prior to the annual meeting of the members.

7. Finance Committee. The Finance Committee shall develop the Society's proposed budget for the ensuing year. The Finance 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. In addition, the Finance Committee shall be responsible for the overall fiscal policies and operations of the Society.

8. Committee on Ethics and Conflict of Interest. The Committee on Ethics and Conflict of Interest (“Ethics Committee”) may be comprised of Directors and/or members of the Society who are appointed by the President.  The Ethics Committee shall review reports of violations of the Society’s conduct and conflicts of interest policies by directors or members of the Society and may recommend to the Board the imposition of disciplinary sanctions, in accordance with these Bylaws and the policies and procedures adopted by the Board.  The Ethics Committee shall not have authority to review complaints against or impose disciplinary sanctions on employees of the Society.

ARTICLE VII – 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.

ARTICLE VIII – AMENDMENTS

Amendments to these Bylaws may be proposed by the Board of Directors, the Executive Committee, or in writing to the secretary by 50 or more members of the Society. Notice of the proposed amendments shall be sent to all members. Proposed amendments shall be acted upon by 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 2/3 of those casting a vote, where a quorum is present or participating.

ARTICLE IX – ADMINISTRATION

1. Chief Executive Officer. The Board of Directors shall appoint an ATS Chief Executive Officer, who shall be an ex-officio, non-voting member of the Board of Directors and Executive Committee. The ATS Chief Executive Officer 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 X – 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
  29. Amended May 23, 2017, Washington, D.C.
  30. Amended May 21, 2022, San Francisco, CA
  31. Amended July 17, 2024, Virtually

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