Board of Directors

(As approved by the APS Board of Directors on February 13, 2024, and adopted for use on April 18, 2024.)

Preamble: All provisions of the Constitution and Bylaws of the Society are hereby incorporated into these Policies and Procedures by reference. Note also that in the following text, "Society" shall signify the American Physical Society, "Council" and “Board” signifies the Council of Representatives and the Board of Directors of the Society, respectively; "CEO" signifies the Chief Executive Officer of the Society; “EIC” Editor in Chief of the Society; and “Member” signifies Member of the Society. “Units” signify the Divisions, Topical Groups, Forum, and Sections of the Society.

B1. Composition: The President may appoint one (1) additional non-voting Director to the Board in order to provide needed expertise, subject to approval of the Board by majority vote. The designated Director will serve at the pleasure of the Board with no compensation. If the term of such appointment exceeds (or is extended to exceed) one (1) year, the appointment is also subject to the approval of the Council. In no case will the term of the designated Director be longer than three (3) years.

B2. Responsibilities: The Board, working with the CEO, will establish, periodically review, and pursue a Long-Term Strategic plan for the Society to fulfill its mission. The Board will also ensure preparation and implementation of an annual budget that supports the Society’s Long-Term Strategic plan as well as the Society’s day-to-day operations.

The Board is responsible for ensuring good relations between the Society and other scientific and engineering societies. The President may appoint, with Board advice and consent, Society representatives to other scientific and engineering societies as appropriate. These representatives shall report to the Council and the Board on an annual basis or as needed.

B3. Selection of the Chief Executive Officer (CEO): The Board is responsible for the selection and removal of the CEO.

B3.1 When a new CEO must be recruited, the President will, in consultation with the Board, name an ad hoc search committee, one member of which should be a member of the Presidential Line. The search committee will, using appropriate procedures, report their findings to the Board.

B3.2 The CEO may be appointed for up to a five-year term. The Compensation Committee will recommend to the Board a compensation package for the CEO in accordance with documented market practices. The Compensation Committee will also review the CEO’s performance and compensation annually. The CEO serves at the pleasure of the Board and may be removed at any time.

B3.3 The CEO may be re-appointed by the Board for additional terms as it sees fit. Any reappointment will only be made after a thorough performance review by a CEO Review Committee in the penultimate year of any given term. The CEO Review committee will consist of the voting members of the Board and be chaired by the Immediate Past President (or the President if the office of Immediate Past President is vacant).

B3.4 Appointment, renewal or removal of the CEO requires a majority vote of the Board, for which a quorum will consist of 2/3 of the voting members of the Board.

B4. Selection of the Editor in Chief (EIC): The Board is responsible for the selection, renewal, or removal of the EIC, following the process described in B4.1.

B4.1 When a new EIC must be recruited, the CEO and President will name an ad hoc search committee. The search committee will, using appropriate procedures, select a short list of candidates. The Board will make the selection by majority vote after a recommendation from the CEO.

B4.2 The EIC will be appointed for a three-year term. The EIC may be removed by action of the Board, according to Article VII Section 14.

B4.3 The EIC may be re-appointed to one additional three-year term. In this case, the reappointment will be made by the Board, in concurrence with the CEO.

B5. Selection of the Secretary: The Board is responsible for the selection and removal of the Corporate Secretary. The Board will appoint the Secretary either from Society staff, with concurrence of the CEO, or from the Board. The Corporate Secretary serves for this purpose as an officer of the Society. If appointed from the Society staff, any compensation of the Secretary in addition to his or her normal compensation is determined by the Board with concurrence of the Compensation Committee and the CEO.

B5.1 Duties of the Secretary: The Corporate Secretary is responsible for the preparation of the minutes of the Board and Council meetings, for tracking and filing all required legal papers, and for ensuring compliance with the Constitution and Bylaws, including regular review of current practice and District of Columbia (DC) law. The Secretary will also ensure that annual reports are submitted by all standing APS committees.

B6. Finances of the Society:

B6.1 Bank Accounts and Documents: The funds of the Society shall be deposited in the name of the Society in such banks or other financial institutions as may be designated by the Board or by officers authorized by the Board to select such institutions. Checks and other financial instruments may be signed or endorsed on behalf of the Society by the CEO and by such officers as may be designated by the Board or CEO from time to time. All deeds, mortgages, bonds, contracts, and other instruments may be executed on behalf of the Society by the CEO or by any other person or persons designated from time to time by the Board or the CEO, unless such power is restricted by Board resolution.

B6.2 Grants-and Contracts: A Unit or Committee seeking grants or contracts for the support of specific proposals of more than $10,000 must submit such proposals to the CEO for approval. The CEO may, at his or her discretion, submit any proposal to the Board for its approval.

B7. Board Committees: Any action taken by a special or standing Committee with delegated Board powers as specified in the C&BL Article IV Section 12 must be reported to the Board within ten (10) days of that action. Board Committees should report to the Board at least ten (10) days in advance of the Board meeting at which the Board is requested to act on Board Committee recommendations. Each Board Committee must report in writing to the Board annually. The President may appoint ad hoc, non-voting members to any Board Committee upon the request of the Chair of that Committee.

B7.1 Board Executive Committee: The Board Executive Committee (BEC) guides and coordinates the work of the Board of Directors and has the power to take actions in lieu of the Board during periods between Board meetings. Such actions between Board meetings are with respect to the day-to-day operations of the Society, implementation of strategies and plans approved by the Board, and matters requiring immediate action as determined by the CEO and Presidential Line. The committee is also responsible for proposing candidates to fill the positions of certain other Board Committees.

The membership of the BEC consists of the Presidential Line, the Speaker of the Council, the Treasurer, the EIC (non-voting), and the CEO (non-voting). The President chairs the committee.

The BEC approves binding contracts on behalf of the Society for an amount greater than $500,000.00 if they were not previously approved by the Board as part of the approved annual budget. Actions of the BEC must be reported to the Board within ten (10) days.

The BEC is a Board Committee.

B7.2 Audit Committee: The Audit Committee (AC) provides guidance on fiscal management issues of the Society. Following each fiscal year, the committee reviews the audit of APS financial statements with the Society’s independent auditors and submits a written report to the Board.  In addition, the AC may be periodically asked to review the Society’s system controls. The committee is also responsible for selecting the independent auditors.

The membership of the AC consists of four (4) Board members, who are not officers of the Society or members of the Finance Committee (FC), selected by the Board Executive Committee (BEC) and appointed by the President-Elect to staggered four (4) year terms that may extend two (2) years beyond their term on the Board and up to two (2) external experts with auditing and non-profit finance expertise selected by the Treasurer, confirmed by the BEC, and appointed by the President-Elect.  The external experts are not required to be members of the APS, are non-voting members of the committee, and serve at the pleasure of the committee Chair. The Treasurer serves as a non-voting advisor to the AC. The member serving in their third year chairs the committee.

The AC is an advisory Board Committee.

B7.3 Finance Committee: The Finance Committee (FC) reviews and advises on the APS budget process and oversees the Society’s investments and financial affairs.  With the APS Officers, it establishes overall goals and objectives for the next fiscal year in preparation of an annual budget and conducts other activities relevant to the APS budget. It provides the CEO with strategic guidance and with critical consideration of fundamental budget assumptions.

The membership of the FC includes the Treasurer, the President-Elect, the Vice President, the CEO (non-voting), and CFOO (non-voting), and three (3) other members of the Board who are not officers of the Society or members of the Audit Committee (AC), selected by the Board Executive Committee (BEC) and appointed by the President-Elect to serve staggered three (3) year terms, and up to two (2) external experts with finance and planning expertise selected by the Treasurer, confirmed by the BEC, and appointed by the President-Elect  The external experts are not required to be members of the APS, are non-voting members of the committee, and serve at the pleasure of the committee Chair.  The Treasurer chairs the committee.

The FC is an advisory Board Committee.

B7.4 Investment Committee: The Investment Committee (IC) advises the Finance Committee (FC) on APS investments and investment policies.  It reviews the investment policies of the Society and the strategy and performance of the Society’s investments manager and makes recommendations to the FC concerning these policies.  Recommendations proposed by the IC are included in FC reports to the Board.

The membership of the IC includes the Treasurer, the CEO (non-voting), the Vice President, and three (3) other APS members selected by the Board Executive Committee (BEC) and appointed by the President-Elect to staggered three (3) year terms, and up to two (2) external experts with investment expertise selected by the Treasurer, confirmed by the BEC, and appointed by the President-Elect.  The external experts are not required to be members of the APS, are non-voting members of the committee, and they serve at the pleasure of the committee Chair.  The Treasurer chairs the committee.

The IC is an advisory Board Committee.

B7.5 Governance Committee: The Governance Committee (GOV) regularly reviews the effectiveness of APS governance structures, processes, practices, and documents and makes recommendations to the Board and/or Council to ensure continued effective governance of the Society.  The committee is responsible for reviewing and proposing amendments to the Society’s Constitution and Bylaws, revisions to the Board and/or Council Policies and Procedures, and reporting on any matters concerning the governance of APS Units (Divisions, Topical Groups, Forums, and Sections) to the Board and/or Council.  The committee evaluates and fosters the leadership development needs of the APS.  The committee is responsible for reviewing the composition of the Board of Directors and recommending actions to support its alignment with APS’s organizational strategy.

The membership of the GOV includes the immediate APS Past President, the CEO (non-voting), the Corporate Secretary (non-voting), three (3) members of the Board appointed by the President-Elect to serve staggered three (3) year terms, and three (3) members nominated by the Board and appointed by the President-Elect to staggered three (3) year terms.  The immediate APS Past President chairs the committee.

The GOV is an advisory Board Committee.

B7.6 Compensation Committee: The Compensation Committee (COMP) advises the Board of Directors regarding the compensation of the CEO and other compensated Officers of the Society who are not full-time APS employees. The COMP also ensures that all other APS compensation policies and practices are based on appropriate regulations and market practices.

The membership of the COMP includes the Presidential Line and the Treasurer. The President chairs the committee.

The COMP is an advisory Board Committee.

B7.7 Committee on Scientific Publications: The Committee on Scientific Publications (CSP) advises the Editor in Chief (EIC) in defining guidelines and procedures for APS publications. The CSP also conducts periodic reviews of all the journals to ensure that they continue to meet the needs of the relevant community.

The membership of the CSP includes the EIC, the CEO (non-voting), the (CPO) (non-voting), the Executive Editor (non-voting), at least four (4) members nominated by the Board and appointed by the President-Elect to staggered three (3) year terms, and up to three (3) external publishing experts selected by the EIC, confirmed by the BEC, and appointed by the President-Elect. The external experts are not required to be members of the APS and they serve at the pleasure of the committee Chair. The Past-EIC serves as a non-voting advisor for one (1) year immediately following their term as EIC.  The EIC chairs the committee.

The CSP is an advisory Board Committee.

B7.8 Council of Lead Editors: The Council of Lead Editors is advisory to the Committee on Scientific Publications and consists of the CPO as Chair, the EIC and the CEO (both of whom are ex-officio, non-voting members), and the Lead Editors of the APS journals. The Council of Lead Editors shall advise the CPO, EIC, Committee on Scientific Publications and the Board of Directors’ search committee for the selection of the EIC.

B7.9 Physics Policy Committee: The Physics Policy Committee (PPC) addresses those U.S. government policy issues that affect the development of physics and the community of physicists, the health of the institutions in which physics is practiced, the resources available to physics, and the balanced use of these resources for the scientific and technological needs of the U.S.

The membership of the PPC includes the immediate APS Past President, the President-Elect, twelve (12) members nominated by the Board Executive Committee (BEC) and appointed by the President-Elect to staggered three (3) year terms, one (1) industrial member, the Congressional Fellow(s) in the first year following their term(s) of service, one (1) representative of the Committee on Education (COE) who is serving on the Education Policy Subcommittee (EPSC), and the Chair of the Panel on Public Affairs (POPA).  The Past President chairs the committee.

The PPC is an advisory Board Committee.

B7.10 Ethics Committee: The Ethics Committee (EC) advises APS leadership and staff on activities, processes, and procedures to support ethical behavior throughout the APS community.  This includes developing and recommending procedures for dealing with misconduct and revisions to APS ethics statements as needed.  It compiles information on ethics practices and provides reports to APS membership, Board of Directors, and Council of Representatives, as appropriate.

The membership of the EC includes the Past Chair of the Panel on Public Affairs (POPA), one (1) representative from each of the Committee on the Status of Women in Physics (CSWP), the Committee on Scientific Publication (CSP), the Committee on Minorities in Physics (COM), and the Committee on Education (COE).  These representatives are recommended by the respective committee Chairs in consultation with committee members, and they are appointed by the President-Elect as voting members to staggered three (3) year terms.  Six (6) additional voting members are nominated by the Board and appointed by the President-Elect to staggered three (3) year terms. At least one member is an early career scientist.

The President-Elect appoints one of the current members to serve as Vice Chair, after consulting with the current committee members.  The Vice Chair serves a one (1) year term, followed subsequently by a one (1) year term as Chair, and then a one (1) year term as Past Chair.  The Vice Chair’s committee membership term is automatically extended to cover their service in the Chair line.

The EC is an advisory Board Committee.