ASBMB Council approves bylaws updates

The American Society for Biochemistry and Molecular Biology Council approved a set of bylaws changes to bring the document up to internal practices and broader nonprofit governance best practices. The updates clarify roles, activities and responsibilities and will help create clearer and more nimble processes while remaining thorough.  

“Periodic review of the bylaws is an important Council activity,” ASBMB President Joan Conaway said. “Bylaws clarify how we take action as an organization and position us to navigate today’s environment as well as plan for the future.”  

She noted that ASBMB’s bylaws had not been reviewed in detail for a decade or more and that this fall’s review process included important guidance from legal and governance advisors, thorough documentation and Council input.  

“While the updates will not materially change how ASBMB operates, it’s important to clarify roles, functions and responsibilities so we can operate productively and efficiently while maintaining core values,” Conaway said. 

Along with articles of incorporation, bylaws stipulate an organization’s structure and administrative framework. They document how a group conducts business and activities; guide the governing body's composition, elections and meetings; and specify roles and responsibilities of its main governing body. While a nonprofit’s core governing body is often called a board of directors, many professional societies call that group a council, including ASBMB. Whatever the name, that primary body has core legal and fiduciary responsibility for organizational oversight and administration. It may also charge subgroups, such as committees, to engage in specific activities under the Council’s direction. 

The updated bylaws were spearheaded by ASBMB Council’s Governance Task Force with significant direction from legal counsel. The review ensured legal compliance and that the bylaws match current ASBMB practices and values. In addition, the task force’s review simplified language to eliminate unnecessary complexity and structured content for greater accessibility. All revisions reflect common conventions for associations such as ASBMB.  

Key bylaw updates 

• Streamlined language and structure, including section reorganization, consistent terminology and clearer structure to improve accessibility.  

• Modernized practices, including the use of virtual Council meetings, a standard practice in associations and other organizations.  

• Refined roles and responsibilities, including clarifying the duties of officers, such as the president, treasurer and secretary, and codifying the role of the Executive Director as the organization’s CEO. The bylaws also codify the Council's Executive Committee, comprised of Council officers, and empower it with limited ability to act in place of Council when authority is so designated by the Council. 

• Removal of obsolete practices, including the requirement for membership endorsements and Council review of member applications, as those are no longer in practice.  

• Clarifying member voting eligibility, including confirmation that all regular, including industry; emeritus; and early-career members are eligible to vote. This aligns with contemporary best practices and preserves the integrity of membership representation.  

• Simplifying content, including moving some sections from the bylaws and into separate Council-approved policies, a common structure. Examples include details of election procedures and timing, some specifics of member eligibility, most committee charges and composition except for select standing committees and investment fund management. Removal of such information or volunteer group charges from the bylaws does not suggest dissolution of a group or practice but enables the core bylaws to be shorter and broader, leaving details for inclusion in policies. 

To complement these changes, the Council plans to begin creating, reviewing and updating Council policies this year, supporting continued alignment with the updated bylaws.  

“Assessing and updating our governance gives ASBMB the tools to respond and prepare effectively for evolving organizational needs while staying rooted in transparency and accountability,” Conaway said. "Our governing documents are part of our commitment to excellence, ensuring we effectively serve our ongoing mission to advance biochemistry and molecular biology.” 

Read ASBMB’s bylaws, effective Jan. 15, here.