BY LAWS OF PAPANICOLAOU SOCIETY OF CYTOPATHOLOGY ORGANIZATION
(New format and name structure suggested by attorney for incorporation in Illinois.)
|Article I. Name||Article VIII. Publications|
|Article II. Objectives||Article IX. Amendments|
|Article III. Membership||Article X. Dues and Fees|
|Article IV. Officers, BOD||Article XI. Parliamentary Proc.|
|Article V. Duties||Article XII. Order of Business|
|Article VI. Meetings||Article XIII. Liquidation & Sunset|
|Article VII. Committees||Article XIV. Other Provisions|
Section I. Name. The name of this society shall be the Papanicolaou Society of Cytopathology Organization, an Illinois not for profit organization (the “Society”).
Section I. Objectives. The society shall be operated exclusively as a corporation, organized exclusively as a tax-exempt charitable for educational, civic and charitable scientific organization (as all as contemplated and permitted within Section 501(c)(3) of the Internal Revenue Code of 1954 as amended). In a manner therewith the purpose of the “Society” shall be.
- To foster the development of Cytopathology as a subspecialty intimately related to surgical pathology.
- To encourage the highest standards in the practice and teaching of Cytopathology.
- To increase and disseminate knowledge regarding Cytopathology through education and research.
- To cooperate and establish relationships with national and international organizations engaged in the practice of Cytopathology and surgical pathology.
- To publish material related to Cytopathology.
- To recommend the establishment of terminology for cytological reporting, sufficiently flexible to be generally acceptable.
- To represent the field of Cytopathology to the government foundations and various agencies, and to represent the professional interests of its members and the interests of patients and the public.
- To advise foundations and governmental, voluntary, or other agencies in the granting of funds for support of projects in the field of Cytopathology.
Section I. Categories of Membership. There shall be four classes of membership.
1.) Regular, 2.) Junior, 3.) Emeritus, 4.) Honorary
- Regular Member – Regular members shall consist of those persons who possess a) the degree of Doctor of Medicine or its international equivalent, have completed a minimum of four (4) years of training and experience in pathology, and are interested and actively engaged in teaching or practice of cytopathology; or b) a doctorate or its international equivalent in veterinary medicine or in dentistry or in an allied biologic science and training and experience in his or her field equivalent to that required under (a) above. Regular members may vote, hold office, and serve on committees.
- Junior Member – Any individual with a doctorate or doctorate-equivalent degree who is actively engaged in formal residency, fellowship or equivalent training junior members may apply for regular member status in the usual manner at any time after residency or equivalent training has been completed. Junior Members who have paid their dues could vote and serve on committees. Junior members cannot hold office. Fellows have the option of joining as a regular member by paying the regular membership dues.
- Emeritus Member – Any Regular Member in good standing in the Society who has attained the age of 65. Regular members may apply for Emeritus member status in the usual manner. Emeritus Members may not vote, hold office, or serve on committees.
- Honorary Member – Any individual identified by the Board of Directors because of exceptional meritorious achievement in medicine and particularly in pathology as it relates to cytopathology. Honorary members may not vote or hold office but may be appointed to serve on committees.
Section II. Application for Membership. Applications for membership in all categories shall be made on forms furnished by the Treasurer. Sponsorship by a United States and Canadian Academy of Pathology (USCAP) member, or a Papanicolaou Society of Cytopathology member in good standing is required for eligibility to membership.
Section III. Right of Members. All members have the right to participate in the scientific sessions and annual business meetings of the Society. No member shall use the name, property, or organization of the Society for potential financial benefit.
Section IV. Meeting Attendance. It is the prerogative of Regular Members to attend the annual business meeting of the Society held in association with the United States and Canadian Academy of Pathology meeting, or at international meetings held in association with the International Academy of Pathology at locations held outside the U.S. or Canada .
Section V. Resignation, Forfeiture and Expulsion. Membership in the Society may be terminated by resignation or forfeited for such cause, in such manner and upon such terms as may be specified below.
- Any member whose current annual assessment dues shall remain unpaid without valid excuse for more than two (2) years following the beginning of the financial year shall be dropped from the rolls of the Society
- Violation of a condition of probation imposed by the Executive Board.
OFFICERS, BOARD OF DIRECTORS
Section I. Officers. The officers of the Society shall consist of a President, President-Elect, Secretary and Treasurer. No person shall simultaneously hold more than one office. The President and president-Elect shall serve for a two-year term at the close of the Annual Meeting at which they are elected. The President-Elect shall at the conclusion of his or her two-year term become President for a two-year term. Neither the President nor President-elect may succeed themselves in office. The Secretary and Treasurer shall be elected and each shall serve a three-year term beginning at the close of the Annual Meeting at which they are elected. The term of the Secretary and Treasurer may be renewed for a second consecutive three-year term via election.
Section II. Board of Directors. The Board of Directors shall consist of the officers, the most immediate past-President, and six members-at-large, for a total of 11 members. Members-at-large shall be elected for a term of three (3) years beginning at the close of the Annual Meeting at which they are elected. A nominee for the Board of directors should be a member of good standing for three years and has served on a committee for two years.
Section III. Vacancies. In the event of vacancy of the Presidency due to death or resignation or any other reason, the President-Elect will assume the remainder of the President’s term as well as the term as President for which he /she was in line. In the event of vacancy of the President-Elect, Secretary or Treasurer, or any of the members-at-large positions during the term of office, the Executive Board may by majority vote appoint a replacement from nominees eligible to serve suggested by the nominating committee; the replacement shall serve the remaining portion of the term and the position(s) will be filled by election at the next scheduled election.
Section IV. Elections. The President-Elect, the Secretary, the Treasurer and the members at-large shall be elected by majority vote of the eligible voting membership. The Secretary, the Treasurer and the members at-large shall serve for a term of three (3) years or until the election of his/her successor and may not be re-elected to the same office for more than two (2) consecutive terms. The President-Elect shall serve for a term of two-years or until the close of the next Annual Meeting at which time he/she will assume the office of President; at that time the sitting President will remain on the Executive Board as immediate Past President with voting privileges for two-years. All officers shall take office at the close of the Annual Meeting at which they are elected or succeed to office. Nominations shall be submitted by the Nominating Committee.
DUTIES OF OFFICERS, BOARD OF DIRECTORS
The powers and duties of the Officers shall be such as usually devolve upon their respective positions and as specified in the other Articles of these Bylaws.
Section I. Duties of the Board of Directors. The Board of Directors shall be responsible for formulating all policies governing the affairs of the Society including the conduct of its business, uphold the bylaws, and shall authorize the disbursement of the Society’s funds.
Section II. Duties of President and President-Elect. The President shall preside at all meetings, uphold the bylaws, serve as chairman of the Board of Directors, and shall represent the Society in official business and contacts with other professional organizations. The President shall receive all donations, bequests, or gifts on behalf of the Society. At the request of the President, the President-elect may fulfill these duties and functions of the President in the absence of the President. The President shall appoint all standing committees, task forces and liaisons for a term of two (2) years, and may renew the appointment for a second consecutive two-year term. It is at the discretion of the President, with the approval of the Board of Directors, to appoint or disband committees/task forces that are concerned with activities consistent with the purposes of the Papanicolaou Society of Cytopathology, to disband those committees no longer necessary and to notify all members of the Committees of their appointment and of the duties assigned to them. The committees and task forces shall consist of a Chair and generally four (4) members. The President–elect shall serve as the Parliamentarian of the society.
Section III. Duties of the Treasurer. The Treasurer shall receive and be accountable for all funds that accrue to the Society from dues or otherwise. He/she shall, upon authorization of the Board of Directors, disburse from the treasury such funds as may be necessary to meet the appropriations and proper expenses of the Society. He/she shall notify all applicants for membership of the action taken by the Society on their applications within sixty (60) days after the annual or stated meeting in which such action was taken. He/she shall keep a correct alphabetical list of members, together with their addresses and proposers and shall supply copies to members applying to him/her for same. The Treasurer shall work with the Budget and Finance Committee to prepare an annual budget for the ensuing year, to be reviewed and approved by the Board of Directors; present a financial report to the Board of Directors. The treasury books shall be audited annually by a Certified Public Accountant , who should be pre-approved by the executive board (officers and board of directors).
Section IV. Duties of the Secretary. The Secretary shall be responsible for carrying out the business of the Society and for implementing all policies and actions of the Board of Directors. He/she shall be responsible for the organization and coordination of all business meetings and keeping of minutes of the Annual and Board of Directors meetings. The Secretary shall send due notice of stated and Annual Meetings to all members of the Society. The Secretary shall conduct the correspondence of the Society, perform all other duties usually pertaining to this office, and keep a current record of all the transactions of the Society. The Secretary shall act as custodian and shall be responsible for the maintenance and safekeeping of all documents and records of the Society.
Section V. Other Duties. The Officers shall assume and discharge such other duties, submit such reports and take such other actions as the Board of Directors may from time to time delegate to or request of them.
Section I. Annual Meeting. An Annual Meeting of the members of the Society shall be held in conjunction with the Annual Meeting of United States and Canadian Academy of Pathology, Inc. The time and place will be determined by the Board of Directors. The program of the Annual Meeting shall consist of two parts. a.) Scientific and Instructional session s , and b.) the Annual Business Meeting. A summary of the Business Meeting shall be published by the Society. A quorum consisting of fifteen (15) members is necessary to conduct the Business Meeting.
Section II. Special Meetings. Special meetings may be called as deemed necessary by the Board of Directors. Eight members of the Board of Directors, at least one of whom shall be the President or the President-elect acting in place of the President at the request of the President, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Wherever possible Board members who cannot attend in person will be allowed to participate by assigning their vote(s) to a attending member(s) by written (e-mail. fax, hard copy) assigned proxy or by telephone attendance. A quorum will be determined at the beginning of the meeting and remains in force, even if members decide to leave the meeting before its conclusion. A notice of at least several weeks is desirable for special meetings, and agenda items requiring votes should be posted in advance of the meeting to ensure full and open discussion and to allow for proxy votes by non-attending Board members, where necessary.
Section I. Nominating Committee. The Nominating Committee shall consist of the three (3) immediate Past-Presidents of the Society. The most immediate Past-President of the Society shall be the Chair of this Committee. The Nominating Committee shall submit the names of nominees to offices elected by the membership (President-Elect, Secretary, Treasurer and members at large positions). Nominees for President-Elect, Secretary and Treasurer should have preferably served on the Board of Directors. Any member of the Society may submit nominations to this Committee for consideration. The Nominating Committee shall make its recommendations to the Board of Directors at least ninety (90) days before the Annual Meeting at which they are to be considered.
The Nominating Committee shall make at least two (2) nominations for President-Elect and at least one (1) nomination for each of the remaining positions on the Board of Directors eligible to be filled by vote of the voting members.
The report of the Nominating Committee will be submitted at least thirty (30) days prior to the next Annual Meeting to the voting membership, and election will be by majority vote of the voting members by mail/Fax/e-mail ballot.
Section II. Scientific Program Committee. This Committee shall be responsible for design, organization, and conduct of the scientific meetings and other educational efforts of the Society.
Section III. Newsletter and Publication. This Committee shall assist in the publication of reports and documents generated by the standing committees. It shall maintain the publication of a regular newsletter to keep the membership informed of all activities. The Newsletter editor shall be the chair of the committee.
Section IV. Membership Committee. The Membership Committee shall perform such duties as directed by the Board of Directors to further the Society’s goals of its members. The committee shall screen and approve new members.
Section V. Constitution and Bylaws Committee. This Committee shall review these by-laws every six years. It may also entertain any motions to alter the by-laws triggered by the membership.
Section VI. Awards Committees. The Award Committee shall submit nominations to the Board for awards to be presented at the Annual meeting.
Section VII. Budget and Finance Committee. Budget and Finance Committee. The committee shall work with the Treasurer to ensure the financial stability of PSC; receive requests for budget allocations from PSC Committees and Task Forces; prepare an annual budget for the ensuing year for review and approval by the Board of Directors; recommend to the Board of Directors change in fees for the membership; submit a financial report to the Board of Directors; annually report on the finding of the end-of-year audit by a Certified Public Accountant. The committee shall be composed of a Chair, 4 members, and the Treasurer as ex officio.
Section VIII. Other Committees/Task Forces. The President may from time to time appoint such permanent and temporary committees and task forces as are necessary or desirable for the proper administration of the Society’s affairs or as may facilitate the accomplishment or furtherance of the Society’s goals, and purposes.
Section I. General. The Board of Directors shall determine the Society’s publication policy, and shall authorize the undertaking as well as the discontinuance of publications with the ratification of the membership . The Board of Directors shall also determine the Society’s policy regarding distribution of its publications to the various categories of membership.
Amendments to these Bylaws must be adopted by the affirmative vote of at least two-thirds of the Regular (Voting) Members of the Society who are present in person and voting at an annual or special meeting of the Society. Alternatively, when deemed necessary to vote by mail, the majority of the returned votes will be counted. Amendments must be submitted in writing to the Board of Directors three (3) months prior to such meeting. The Board of Directors shall review such amendment proposals, issue a recommendation, and a statement of the reason(s) thereof.
DUES AND FEES
Section I. Dues. The amount of annual dues applicable to each category of membership shall be determined annually by the Board of Directors. Distinguished and Emeritus members shall be exempt from dues. Special assessments may be made by the Board of Directors. Any member in arrears of dues for more than two years, failing satisfactory explanation, shall be dropped from membership. Such members may be reinstated on approval of the Board of Directors.
Section I. Parliamentary Procedures. Parliamentary Procedures . Except as otherwise provided, the parliamentary procedure of the Society shall be according to “Robert’s Rules of Order Newly Revised.”
The annual meeting may consist of these components: Scientific Program, Business meeting, Determination of quorum, Previous meeting – Secretary report, Financial report – Treasurer, Reports of committees, Old business, New business, Election of Officers, Announcement of new members, Induction of officers.
LIQUIDATION AND SUNSET PROVISION
Section I. Liquidation. Motion for liquidation must be made in writing to the Board of Directors at least two (2) months prior to the Annual meeting. A two-thirds vote of the Regular Members present at the Annual meeting is required. Voting shall be by mail and needs a two-thirds majority of the returned votes.
Section II. Sunset Provision.
- Each six (6) years, the Society and its Bylaws must be re-approved by a vote . Voting shall be by mail and needs a two-thirds majority of the returned votes. If this does not occur the Society will be dissolved automatically.
- If the annual meeting fails to meet for six (6) years, the society shall automatically dissolve.
Section III. Dissolution of the Corporation. Upon dissolution of the corporation, the Board of Directors after paying or establishing provisions for payment of all of the liabilities of the corporation, shall dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such a manner, or to such organization or organizations maintained and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 ( or the corresponding version of any future Internal Revenue Law), as the Board of Directors may determine. Any such assets as disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located.
Section I. No part of the net earnings of the Society shall inure to the benefit of any private individual. The Society shall not engage in any transaction or permit any act or omission which shall operate to deprive the corporation of its tax exempt organization under Section 501 (c) (3) of the Internal revenue Code of 1954.
Section II. The Society shall distribute its income for each tax year at such time and in such manner as not to become subject to tax or undistributed income imposed by Section 4942 of the Internal revenue Code of 1954 (or corresponding provision of any future United States Internal revenue Law) nor make any taxable expenditures as defined in Section 4945 (D) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal revenue Law.)