Trustee
General
The Board of Trustees consists of eight members: three ex officio (President, Treasurer, and Associate Treasurer) and five elected by the membership.
Term of Elected Trustee
Five years. Traditionally, the Fall meeting of the Board yields candidate suggestions as well as information as to whether the fourth-year trustee is interested in standing for reelection.
Duties
From the Bylaws:
Article II, Board of Trustees
Section 1. There shall be a Board of Trustees consisting of eight trustees, five trustees elected by the Society in accordance with Article VII, together with the president, the treasurer, and the associate treasurer of the Society ex officio. The Board of Trustees shall designate its own presiding officer and secretary. The Council shall establish and maintain policies and procedures governing the qualifications for election and service of Trustees.
Section 2. The function of the Board of Trustees shall be to receive and administer the funds of the Society, to have full legal control of its investments and properties, to make contracts, and, in general, to conduct all business affairs of the Society.
Section 3. The Board of Trustees shall have the power to appoint such assistants and agents as may be necessary or convenient to facilitate the conduct of the affairs of the Society and to fix the terms and conditions of their employment. The Board may delegate to the officers of the Society duties and powers normally inhering in their respective corporative offices, subject to supervision by the Board. The Board of Trustees may appoint committees to facilitate the conduct of the financial business of the Society and delegate to such committees such powers as may be necessary or convenient for the proper exercise of those powers. Agents appointed, or members of committees designated, by the Board of Trustees need not be members of the Board.
Nothing herein contained shall be construed to empower the Board of Trustees to divest itself of responsibility for, or legal control of, the investments, properties, and contracts of the Society.
One Trustee is elected by the Board of Trustees to serve as Chair, typically in November and typically for a one-year term to begin the following February. The Chair of the Board of Trustees is responsible for chairing board meetings and serves on the following:
Agenda and Budget Committee (ABC): The principal activity of this Committee is to meet with the Executive Director and Chief Financial Officer twice a year to review drafts of the budget and agenda for the biannual meetings of the Executive Committee and Board of Trustees. See www.ams.org/about-us/governance/committees/abc-charge for further details.
Audit and Risk Committee: This Committee’s primary responsibility is to assist the Board in fulfilling its oversight responsibilities with respect to the audit of the Society's books and records and the system of internal controls that the Society has established. The Committee meets twice a year, around the time of the ECBT meetings. See www.ams.org/about-us/governance/committees/audit-charge for further details.
Liaison Committee: The Executive Director is responsible to and consults regularly with this Committee. The Committee typically meets with the Executive Director four times a year, at the time of the ABC and ECBT meetings. See www.ams.org/about-us/governance/committees/liaison-charge for further details.
Long Range Planning Committee (LRPC). The LRPC reviews the functions and priorities of the Society, normally is the group that initiates consideration of changes to governance procedures, and focuses on other specific issues from time to time at the request of the President or Chair of the Board. The LRPC meets twice a year, at the time of the biannual ECBT meetings.
Salary Committee: This Committee considers the mechanisms for setting salaries for all employees and recommends the overall amount that should be budgeted for salaries. The Committee meets once a year, usually around the time of the fall ABC meeting. See www.ams.org/about-us/governance/committees/salary-charge for further details.
The Chair of the Board of Trustees appoints the elected Trustees (including themselves) to committees as follows:
- One Trustee shall be appointed to each of the six Policy Committees, with the typical rotation being
- Year 1–Committee on the Profession
- Year 2–Committee on Meetings and Conferences
- Year 3–Committee on Education
- Year 4–Committee on Publications
- Year 5–Committee on Science Policy; Committee on Equity, Diversity, and Inclusion
Further information about policy committees may be found at www.ams.org/gov-committees. Upcoming meeting dates may be found at www.ams.org/sec-governancemeetings.
- Two Trustees (often the 4th and 5th year Trustees) shall be appointed to the Development Committee, with one (often the 5th Year Trustee) appointed as Chair of that Committee.
- This Committee represents the ECBT in early discussions with potential donors about establishing new prizes and makes recommendations regarding priorities for funding and whether to accept gifts offered to the Society. The Committee meets twice a year: around the time of the spring Council meeting and the November ECBT meeting.
- One Trustee (often the 3rd year Trustee), in addition to the Chair, shall be appointed to the Audit and Risk Committee.
- See above for a description of the Audit and Risk Committee.
- One Trustee (often the 3rd Year Trustee) shall be appointed to the ECBT Nominating Committee and that Trustee shall serve as Chair of that committee.
- This Committee is responsible for evaluating and making nominations to the ECBT regarding appointment or reappointment for the positions of Secretary, Associate Secretary, Treasurer, and Associate Treasurer. See www.ams.org/aboutus/
governance/committees/ncecbt-charge for further details.
- This Committee is responsible for evaluating and making nominations to the ECBT regarding appointment or reappointment for the positions of Secretary, Associate Secretary, Treasurer, and Associate Treasurer. See www.ams.org/aboutus/
- Periodically and in consultation with the Treasurer, one Trustee member and one additional member (who need not be a Trustee) shall be appointed to the Investment Committee. The term of membership on the Investment Committee is 3 years, with the proviso that the Trustee member's term on the Investment Committee ends when their Trustee term ends. See Investment Committee Charge.
The Chair of the Board is also responsible for making Board liaison assignments to key AMS staff, as appropriate.
Board Meetings
The Trustees meet in person twice a year, with a portion of each meeting being joint with the Executive Committee. These meetings usually take place in May and November. These meetings cover the budget (including such things as reviews of large expenditures, setting institutional and individual member dues, setting journal pages and prices), investment practices, policy questions, operating plans, and major new programs and initiatives.
As necessary, the Trustees have additional meetings in person or by technical means (e.g., email or video conference call).
Indemnification
From the Bylaws, Article XII:
Any person who at any time serves or has served as a trustee or officer of the Society, or as a member of the Council, or, at the request of the Society, as a director or officer of another corporation, whether for profit or not for profit, shall be indemnified by the Society and be reimbursed against and for expenses actually and necessarily incurred in connection with the defense or reasonable settlement of any action, suit, legal or administrative proceeding, whether civil, criminal, administrative or investigative, threatened, pending or completed, to which that person is made a party by reason of being or having been such trustee, officer or director or Council member, except in relation to matters as to which the person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of official duties. Such right of indemnification and reimbursement shall also extend to the personal representatives of any such person and shall be in addition to and not in substitution for any other rights to which such person or personal representatives may now or hereafter be entitled by virtue of the provisions of applicable law or of any other agreement or vote of the Board of Trustees, or otherwise.
Conflict of Interest Policy for AMS Officers and Committee Members
Please see http://www.ams.org/secretary/conflict-of-interest-officers.html.
Assistance
The Trustees receive whatever assistance they need through the Executive Director. An orientation session is provided at the time that a new Trustee attends their first Board meeting.
Expenses
Travel expenses of the Trustees in the performance of their duties are reimbursed at Level B, which essentially provides full travel support. See www.ams.org/about-us/governance/board/level-b-voucher.pdf for complete details.
Authorization
The Board of Trustees was created when the Society was incorporated on May 3, 1923. See the attached history for changes in the membership of the Board over the years. More recent changes are noted below:
- Council minutes of January 2024, item 2.6: Changed method of electing BT Chair and assigning committees; changed responsibilities of liaison Trustees.
- Executive Committee and Board of Trustees minutes of November 2023, item 2.1: Changed method of electing BT Chair and assigning committees; changed responsibilities of liaison Trustees.
- Executive Committee and Board of Trustees minutes of May 2015, item 2E9.1: Fifth-year member of Board serve as chair of Development Committee.
- Executive Committee and Board of Trustees minutes of November 2012, item 2E3.1: Fifth-year member of Board added to Development Committee.
- Executive Committee and Board of Trustees minutes of November 2011, item 2E1.1: Development Committee created.
- Executive Committee and Board of Trustees minutes of November 2007, item 3.6: Changed responsibilities of liaison Trustees.
- Executive Committee and Board of Trustees minutes of May 2004, item 3.4: Changed composition of Audit Committee – third-year Trustee is now a member.
- Council minutes of January 2003, item 4.9.1: Changed composition of ECBT Nominating Committee.
- Executive Committee and Board of Trustees minutes of November 2002, items 2.7 and 3.3: Changed method of electing Secretary of Board and established procedures for meetings by technical means.
History of the Board of Trustees and Past Members
The Society was incorporated on May 3, 1923 (under the laws of the District of Columbia). The Certificate of Incorporation specified that “The number of its trustees, directors or managers for the first year of this corporation’s existence shall be thirty-one (31).” On October 22, 1923, this corporation met “for the purpose of arranging all preliminaries necessary for a final transfer of authority to the corporation.” A set of Bylaws was adopted, the only essential change from earlier forms being the addition of a Board of Trustees to take charge of the financial affairs of the Society. The new Bylaws specified that, after May 3, 1924, the Board of Trustees shall consist of five members, elected by the Society at the annual meeting for biennial terms. Neither the president nor the treasurer was a trustee.
The following individuals served on the Board in the beginning: G. A. Bliss (1924), W. B. Fite (1924-38), R. Henderson (1924-28, 1931-38), R. G. D. Richardson (1924-38), O. Veblen (1924, 1927-30), G. D. Birkhoff (1925-26), L. P. Eisenhart (1925-26, 1931-34), V. Snyder (1927-28), J. L. Coolidge (1929-30), E. R. Hedrick (1929-30), G. W. Mullins (1931-38), W. R. Longley (1935-38).
The Board for 1937-1938 consisted of W.B. Fite, Robert Henderson, W.R. Longley, G.W. Mullins, and R.G.D. Richardson. Although Richardson was secretary, he served on the Board as elected trustee and not ex officio. The same 5 persons were trustees in 1939-1940.
In 1941-1942, the Trustees were Longley, Mullins, Marston Morse, Richardson, and Warren Weaver. Morse was president coincidentally. They continued in 1943-1944, 1945-1946.
Beginning in1947 the Trustees were T.H. Hildebrandt, Longley, Mullins, Richardson, and Weaver. Hildebrandt was immediate past president. Weaver resigned in November 1947 and was succeeded by G.T. Whyburn. Mullins resigned in January 1948 and was succeeded by P.A. Smith.
Continuing in 1949, the Trustees were Hildebrandt, Longley, Richardson, Smith, and Whyburn. However, Richardson died in July 1949 and was replaced by B.P. Gill, the immediate past treasurer.
Effective in 1951, the Bylaws were amended so that the Board consisted of 5 Trustees elected for a term of 2 years and the president and treasurer ex officio. Effective in1956, the term of the elected Trustees was changed to 5 years. The associate treasurer became a member ex officio in 1972. Following is the subsequent succession of elected Trustees.
Information regarding past members of the Board of Trustees since 1989, arranged by year, is available here:
www.ams.org/about-us/governance/committees/bt-past.html