The Center started as a division of the Aspen Institute in 1962, but some members of the Institute’s rather conservative board thought we didn’t fit in after their operating head (Bob Craig, one of the most promising 100 young organizer/CEO types in the country according to Life Magazine, and a science promoter in the Institute, with Washington connections) was pushed out, and they requested that we become a separate entity. Craig went on to found the Keystone Center, very successful, but always thought that the Physics Center was his best accomplishment.
We incorporated in January 1968 with 16 Trustees who were also treated as the General Members. I think that of the original 16 who signed the Articles of Incorporation, only Mike Cohen, and I are left. The Trustees elected the Members at that time, and revisions of the Bylaws could be made by the Trustees at their meetings without notice. The Center continued to operate that way until 1990, with Trustees = General Members. This required many revisions to the Bylaws to increase the number of Trustees/Members as the Center grew, with twenty-some Trustees (I don’t recall the exact number) in the late 1980s. The terms of the Trustees/Members were one year, and there had to be a lot of turnover as we expanded to incorporate new areas of physics.
The Center was run in the early days by a relatively small group (Stranahan, Cohen, Durand, Gell-Mann, Pines, Kaus) with help and input from a number of others. George and Mike eventually went off to other activities. The rest of us remained as Trustees until I negotiated a deal that we would all go off the Board together as Honorary Trustees in 1980, having passed operations on to a younger group around 1976 when Paul Fishbane (one of my former postdocs) took over as the third President of the Center.
I chaired a committee in 1988-90 to make a complete revision of the Bylaws, working with our lawyer, Nick McGrath, an expert on non-profit law. Mike Simmons was also a principal in this project. Possible changes were discussed in 1989. After getting input from the Trustees and the rest of the committee, Mike and I talked with Nick about what we wanted and he drew up a first draft consistent with Colorado non-profit law. We suggested various changes. After some back-and-forth, Nick and I did the final work, and the committee brought the proposed Bylaws to the Trustee for action in July, 1990.
We had decided to abandon the earlier tradition as unworkable, and set up a much smaller Board, with a much larger number (80) of General Members as quite separate. Furthermore, the Officers had all been Trustees, but we wanted more flexibility, so established the present structure with a set of Trustees elected by the Members controlling the Board, with the principal Officers voting members ex-officio.
New Members were to be elected by the Members rather than the Trustees to ensure that the direction of the program was determined with maximum physics input. The terms of the Members were set at five years, and the terms of the Trustees were set at three years with no more than two consecutive terms for Trustees to ensure turnover. The Officers were still to be elected by the Trustees, who are legally responsible for the operations of the Center. We also instituted the requirement that there be at least 3 completely new Members elected each year to insure long-term turnover in the Membership.
There were a number of other important changes clarifying the roles and responsibilities of the Trustees, Members, and Officers, the makeup of the standing committees of the Trustees and Members, and the principles of operation of the Center including notice of meetings, financial operations, and amendments of the Bylaws.
This brought the Center’s structure more into line with normal corporate structure, with the Members playing the role of stockholders and electing the Board of Directors who, in turn, elect the Officers of the Corporation. Our Trustees are legally Directors of the Corporation, and not trustees as of a trust.
The proposed changes were discussed at length, and the new Bylaws were adopted in July, 1990, with further amendments in August. The Articles of Incorporation were then restated with some changes in December, 1991. I have a set of hand-written notes on the choreography of getting all this done, and various drafts of the new Bylaws while working with Nick McGrath.
After the new Bylaws were adopted in July, a number of former Trustees/Members were brought back on the enlarged Membership in August to make the transition to the new structure easier given their experience. A number of new Members were added. This was the first separation of Trustees and Members, and accounts for the large jump in the number of Members in 1990.
This all required considerable adjustment. The much larger number of General Members gave us considerable flexibility in covering various fields of physics and developing potential Officers and Trustees. The original large bump in the number of Members still left room for more additions under the new Bylaws in 1991.
Finally, as to the questions which prompted these comments, all Trustees before 1990 should be listed also as Members as the two groups were identical. The jump in Membership in 1990 reflects the change in the Center’s structure. The gaps in Membership in the period 1979-90 for people who reappeared en masse in 1990 were for Members who rotated off when the number of Trustees/Members was limited to 20 or so under the old Bylaws, and were brought back in 1990 under the new structure.
Written in 2020, revised in 2023.
