ASSOCIATION OF SENIOR AND EMERITUS FACULTY University of Pennsylvania Perelman School of Medicine

The name of the Organization shall be the Association of Senior and Emeritus Faculty of the University of Pennsylvania Perelman School of Medicine ("ASEF").

The term for which ASEF is organized shall be indefinite and long-lasting. However, in the event of dissolution of ASEF, its property shall be distributed to the University of Pennsylvania Perelman School of Medicine ("School") for educational purposes. If ASEF becomes an entity separate from the School, the assets of ASEF shall be transferred to that successor organization.

The address of its initial registered office in the Commonwealth of Pennsylvania is the Office of Academic Affairs, Perelman School of Medicine, 295a John Morgan Building, University of Pennsylvania, Philadelphia, PA, 19104-6112. The initial registered agent was Dr. John Mikuta, and succeeding registered agents will be the current President of ASEF at the registered office address.

The mission of ASEF is to initiate and coordinate educational and service activities that enable Senior and  Retired faculty members to remain engaged in, and connected to, the community of scholars in the School. These activities include those designed to educate and counsel senior faculty members as they plan for retirement. ASEF plans and undertakes service activities for the Perelman School of Medicine, the University, and the Philadelphia community that utilize the unique talents of the Retired Faculty. It assumes an advocacy position on issues related to Senior and Retired faculty members, and provides a vehicle for fellowship and social interaction among the Retired Faculty and full-time Faculty in the School and the University. These missions of ASEF serve to celebrate the careers of our Retired faculty members by encouraging them to remain a part of the life of the School in new, interesting and important ways. These missions will facilitate the transition to Retired status as a natural and desirable step in an academic career.

Section 1. Member Categories

There are two categories of membership: Retired Faculty and Senior Faculty. Retired Faculty members, for the purpose of ASEF, may be members of the Standing Faculty or Associated Faculty, which includes full-time faculty in the Research Track and Academic Clinician tracks. Retired faculty include emeritus faculty members, who are defined by the University of Pennsylvania as Professors and Associate Professors in the Tenure Track or Clinician Educator track at the time of their retirement.  

Senior Faculty are faculty members in the Perelman School of Medicine who are 55 years of age or older, but not yet retired.

Section 2. Selection of Members

All faculty in the Perelman School of Medicine who qualify for the two categories of membership are automatically invited to join ASEF. Open letters of Invitation to Membership will be sent to all qualifying faculty at least annually. They will be added to the membership unless they decline the invitation to join.

Section 3. Termination of Membership

The membership of any person may be terminated at any time by a letter of resignation from the member or from a family member in the event of the member’s death.

The Council, by a two-thirds majority vote, may assess fees as necessary to operate ASEF and to fund specific events in accordance with the law and the provisions of these Bylaws.

Officers of ASEF shall be: President, President-Elect, the three most recent Past Presidents, the Secretary and Chairpersons of Standing Committees. The council of ASEF will consist of the Officers and eight Council Members At-Large. Previous members of council may attend council meetings as observers. All officers will serve from September 1 in the year of election and shall serve without compensation.

President

The President shall be the chief officer of ASEF and preside at all of the meetings, including that of the Council, and shall serve for a term of one year. The President may serve  for more than one term, if elected by council. The President shall determine and organize the Council meetings. The President will serve as a liaison to PASEF.

President-Elect

The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The President-Elect will automatically serve as President for the following term.

Past Presidents

The immediate Past President shall serve as chairperson of the Nominating Committee. The three most recent Past-Presidents shall continue to serve as Officers of ASEF. All Past Presidents may attend council meetings and  provide counsel to the President and the President-Elect. The immediate Past President shall serve as chairperson of the Nominating Committee.

Secretary

The Secretary is a member of ASEF and shall keep a record of the proceedings of all meetings; prepare and distribute minutes of all meetings of the Council; and maintain a list of all members of ASEF and their contact information. They shall serve a term of three years and may be reelected indefinitely.

The Council shall consist of the President, who shall act as Chairperson, President-Elect, the three most recent Past Presidents, Secretary, and the Chairpersons of standing committees. In addition, eight at-large members of ASEF ("At-Large Members") will be elected to the Council, two each year. The At-Large Members shall serve for a period of four years, with terms staggered to provide continuity on the Council. Following this, council members may attend council meetings but may not vote. The term of office for At-Large Members will extend from September 1 of the year of election to the last day in August four years later. The Council shall fill vacancies for Officers and At-Large Member positions that occur for any reason. The council may, at its discretion, appoint other individuals to council, ex officio.

The Council shall manage the affairs of ASEF. It shall act upon information and resolutions pertaining to the purposes of ASEF. The Council may acknowledge the outstanding accomplishments of individuals by citation or awards. Such citations or awards shall be approved by a majority vote of the Council and presented by the President or his or her designate. A majority of the Council shall constitute a quorum for the transaction of business and any act or decision of Council members present at a meeting at which a quorum is satisfied shall be considered the act or decision of the entire Council. Meetings of the Council shall be held monthly during the academic year and at such times and places as called by the President and published on the ASEF website. Any member of the Council may request an ad hoc meeting. Meetings shall be conducted in accordance with the School's governing documents. Meetings may be adjourned without a quorum present.

The Nominating Committee shall be chaired by the Past President. Its members shall be selected by majority approval of the Council. The Nominating Committee shall nominate active members in good standing for the offices of President-Elect, Secretary, and eight council members. The Nominating Committee may nominate up to three persons for each office. The slate of candidates shall be distributed to the membership at least thirty (30) days before any vote. The Nominating Committee shall prepare electronic ballots to be sent to the entire membership of ASEF. The ballots shall have ample space for write-in candidates who are active members in good standing. The Nominating Committee shall ensure that each voting member returns one ballot and is an active member, but in such a manner that the members’ votes remain anonymous. Members shall have  fourteen (14) days to return their ballots to the Nominating Committee. The Nominating Committee shall count the votes and the person receiving the majority vote shall be elected. The outcome of the election shall be announced at the next business meeting of ASEF, and may be published in ASEF's Newsletter and/or posted on ASEF’s website.

The Standing Committees of ASEF ("Standing Committees") shall be determined by the Council and shall be created at the discretion of the President. A new Standing Committee can be suggested by any member of ASEF. In addition, the Council may choose to create ad hoc committees to accomplish specific tasks for ASEF and then to be dissolved. The Chairpersons of the Standing Committees shall present periodic progress reports to the Council. The Committee Chairpersons shall set the agenda of the Standing Committees.

All proposed amendments to the Bylaws shall be signed by at least two members and submitted in writing to the Council. If two-thirds of the Council agree with the proposed amendments, they shall be distributed to the entire membership of ASEF to be voted upon. A two-thirds affirmative vote of the ASEF members who voted during the three calendar weeks after the date of distribution to ASEF membership shall be required for adoption.

Approved by the Executive Council of the Association of Senior and Emeritus Faculty on March 4, 2024.