ARTICLES OF INCORPORATION AND BYLAWS

OF

THE SOCIETY FOR PEDIATRIC PATHOLOGY


I | II | III | IV | V | VI | VII | VIII | IX | X

ARTICLE I
PURPOSES

Section 1. Purpose. The Society for Pediatric Pathology (the "Society") shall at all times be operated exclusively as a tax-exempt charitable, educational, and scientific organization (as those terms are defined in Section 501(c) (3) of the Internal Revenue Code of 1954, as amended) and, in a manner consistent therewith, shall perform the following and other related functions:
  1. promote expertise, effective teaching and productive research in the practice of pediatric pathology;

  2. assist and promote the development and recognition of resident/fellow training programs in pediatric pathology and, through the American Board of Pathology, maintain a means by which pathologists may be certified as having special competency in pediatric pathology;

  3. sponsor and promote the education of physicians and others in health care related to pediatric pathology; and

  4. establish and maintain appropriate relationships with other societies and groups of physicians, and other scientists, who share professional interests with the Society.
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ARTICLE II
MEMBERSHIP

Section 1. Types of Membership.
  1. Regular Membership. Pathologists, other physicians or scientists judged to be predominant­ly and/or productively engaged in the field of pediatric pathology or allied disciplines are eligible for regular membership.

    Regular Members are eligible to vote, hold office, serve on committees, and submit and/or sponsor abstracts for presentation at scientific meetings of the Society.

    They shall pay the established dues, which entitle them to receive the newsletter and include a subscription to the Society's official journal Pediatric and Developmental Pathology. Members in good standing who were previously designated as Life Members shall continue that status with all the rights and privileges accorded that category, and may subscribe to the journal Pediatric and Developmental Pathology at cost. (This category of membership was closed to additional new members in 1989).

  2. Affiliate Membership. Affiliate Members are those with qualifications of Regular Members whose permanent residence is outside North America, and who do not wish to become regular members. Affiliate members are not eligible to vote or hold office, but may serve as consultants on Society committees and may submit and/or sponsor abstracts for presentation at scientific meetings of the Society. They are not obliged to pay dues but will receive the newsletter and they may obtain a subscription to Pediatric and Developmental Pathology at cost. Members residing outside North America also have the option of being regular members, with all rights, privileges and obligations pertaining to that category.

  3. Emeritus Membership. Regular Members in good standing who have reached their 65th birthday may request that the Secretary transfer them to emeritus status. Emeritus Members may not vote or hold office, but may serve on Society committees and may submit and/or sponsor abstracts for presentation at scientific meetings of the Society. They are not obliged to pay dues but will receive the newsletter, and they may obtain a subscription to Pediatric and Developmental Pathology at cost.

    Emeritus status may be granted at the discretion of the Council for reasons of health or other extenuating circumstances prior to a member reaching his/her 65th birthday.

  4. Honorary Membership. Honorary membership may be conferred on persons who have rendered distinguished service or who have made major contributions in pediatric pathology. Honorary Members may not vote, hold office, or serve on Society committees, but they may submit and/or sponsor abstracts for presentation at scientific meetings of the Society. They do not pay dues but will receive the newsletter, and they may obtain a subscription to Pediatric and Developmental Pathology at cost.

    Nominations for honorary membership shall be addressed in writing to the President, to the Secretary or to the Distinctions and Awards Committee by any Regular Member. These nominations shall be reviewed by the Membership Committee and appropriate recommendations made to the Council.

    Honorary membership shall be conferred upon recommendation of the Council and confirmation by a simple majority at the annual Society business meeting.

  5. Junior Membership. Physicians and other scientists actively engaged in education or postgraduate training with an interest in pediatric pathology are eligible for Junior membership. Junior membership shall be limited to the period of formal training not to exceed five years. Junior Members may serve on Society committees but may not vote.

    They shall pay dues at the rate established for Junior Membership, and these dues entitle them to receive the newsletter and include a subscription to Pediatric and Developmental Pathology.

    Appointments to Junior Memberships shall commence on the date the application is approved, and continue until the next July 1, at which time they shall expire unless the junior member provides documentation of his/her continued status as a student or trainee.

  6. Sustaining Membership. Sustaining membership may be conferred by the Council, and shall consist of individuals who desire to foster the objectives of the Society for Pediatric Pathology by means of financial contributions but do not qualify for other membership category.

    The financial contributions shall be a minimum of One Thousand ($1000) Dollars annually.

    Sustaining Members may not vote, serve on Society committees, or hold office.

  7. Status, Rights and Privileges. The membership status, rights and privileges of all members of the Society for Pediatric Pathology prior to the adoption of these Articles of Incorporation and Bylaws (March 7, 1987) shall be retained under any subsequent Articles of Incorporation and Bylaws of the Society, so long as said members remain in good standing with the Society.


Section 2. Application and Election. Candidates for Regular, Affiliate, or Junior membership may submit completed applications for membership to the Business Office.

The credentials of the candidate shall be reviewed and approved by the Membership Committee. If approved, the membership Committee Chair will send a welcome letter and notify the Business Office to commence the applicant's membership. The Chair will provide a list of new members to each Executive Council member not less than 7 days prior to any meeting of the Executive Council for information.If the committee does not approve a candidate for membership, the Executive Council shall be able to review the application and acceptthe applicant at a regularly scheduled meeting of the Council.

Section 3. Dues. Membership dues related to Society operations may be established or changed only by recommendation of the Council and confirmation by a simple majority vote of the Regular Members present at the annual business meeting. That portion of membership dues related to the cost of periodical publications may be adjusted by vote of the Council, without a vote of the membership.

Section 4. Resignation and Termination. Resignation of a member shall be valid only if submitted in writing to the secretary or to the President. Such resignation shall not relieve the member's responsibility for any remaining financial obligation to the Society.

Failure to pay annual dues for a period of one year shall cause forfeiture of membership. The Business Office will provide the Chairman of the Membership Committee with a list of delinquent members 30 days after the second annual deadline for membership renewal. The Chairman of the Membership Committee shall notify the delinquent member of this impending action in writing. It is the member's responsibility to keep the Society informed of changes of address. Membership may be reinstated upon payment of dues or reapplication of member­ship, according to rules as determined by the Council.

Members may request consideration of temporary modification, partial deferment or other variations in dues payments by written request, stating the reasons, to the Chairman of the Membership Committee. Any modifications will require Executive Committee approval.

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ARTICLE III
COUNCIL
Section 1. Powers. Except as explicitly provided elsewhere in these Bylaws, a board of directors, called the Council, shall oversee the affairs of the Society. It shall be the duty of the Council to establish the policies with reference to which the business of the Society is conducted. Such policies shall be consistent with the stated purposes of the Society. The Council will oversee the Society's financial affairs. The duties of the Council shall include election of new members, ratification of all contractual arrangements made by officers (Secretary and President) and ratification of annual reports of all standing committees. Should the President deem it necessary, decisions regarding the policies of the Society may be made on the basis of a poll of all Council members conducted by either telephone or mail.

Section 2. Number and Election. The Council shall consist of the President, Past President, President-Elect, Secretary and Treasurer of the Society; the Chairpersons of all the Standing Committees; and six (6) other members of the Society who shall be elected as at-large Councilors by a majority vote of the Regular Members in attendance at the annual meeting of the Society. All nominees shall be Regular Members in good standing.

Section 3. Term. Each of the six at-large Councilors shall serve for a term of three (3) years, unless sooner removed. They shall be elected in pairs so that two (2) at-large Councilors shall leave and two (2) shall join the Council each year.

Section 4. Annual Meeting. There shall be an annual meeting of the Council to be held immediately prior to the annual business meeting of the members. No notice thereof shall be required.

Section 5. Special Meetings. Special meetings of the Council may be called by or at the request of the President or of any two (2) Council members. Any such meeting may be held by means of a telephone conference circuit or similar communication equipment, and connection to such circuit shall constitute presence at such meeting.

Section 6. Notice. Notice of any special meeting of the Council shall be given at least five (5) days prior to the date thereof and shall designate the date, time, and location for the meeting; provided however that the President, in an emergency, may call a special meeting upon whatever notice he/she may deem reasonable. The notice shall be deemed delivered either when personally delivered or when deposited in the United States mail with postage prepaid. Neither the business to be transacted at, nor the purpose of, any meeting of the Council need be specified in the notice of such meeting.

Section 7. Quorum. Eight (8) Council members shall constitute a quorum for the transac­tion of business at any meeting of the Council.

Section 8. Voting. The vote of a simple majority of the Council members in attendance at a meeting at which a quorum is present shall be the act of the Council.

Section 9. Action by Councilors Without Meeting. Any action which may be taken at a meeting of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Councilors with respect to the subject thereof.

Section 10. Removal of Councilors. Any Councilor elected by the Society's members may be removed by them whenever, in the judgment of the members, the best interest of the Society will be served thereby. The removal shall be by the affirmative vote of the same proportion of members which was required to elect such Councilor.

Section 11. Vacancies. Any vacancy occurring in the Council may be filled by appointment by the President of the Society. If an at-large Councilor is elected as an officer of the Society, the resulting vacancy on the Council may be filled by a concurrent election. A Councilor appointed or elected to fill a vacancy shall serve for the unexpired term of his predecessor in office but shall remain eligible for election to a full term.

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ARTICLE IV
MEMBERSHIP MEETINGS
Section 1. Regular Meetings. Regular meetings shall include scientific and business sessions and shall be held at least once each year. Scientific sessions may be held in conjunction with those of other professional societies.

Section 2. Special Meetings. Additional business or scientific meetings of the Society may be called at any time by the President, at the request of the Council, or by petition from a quorum of Regular Members in good standing.

Section 3. Notification. Any and all notices of scientific, business or special meetings of the Society shall be distributed by first class mail or e-mail to each member in good standing not less than thirty (30) days prior to the designated time of the meeting.

Section 4. Scientific Program. The format and content of the scientific program of the annual meeting will be determined by the Executive Committee and the Chairperson of the Education Committee. Platform and poster presentations must be presented or sponsored by members of the Society in good standing.

Section 5. Business Meeting. Each year a portion of at least one regular meeting shall be set aside to consider the business matters of the Society. Attendance will be limited to members in good standing. Only Regular Members shall be eligible to vote. The agenda for the business meeting shall be available to the membership prior to the meeting.

Section 6. Order of Business. The order of business shall be that ordinarily conducted in meetings of similar organizations and shall include, but not be limited to, the following:
  1. Reading of the minutes of the previous business meeting, as precirculated.

  2. Report by President.

  3. Reports by Secretary and Treasurer.

  4. Reports of each of the Standing Committees (except for Membership Committee and Nominating Committee) and ad hoc committees.

  5. Announcements and received communications.

  6. Unfinished business.

  7. New business, including the report of the Membership Committee followed by the announcement of newly elected members; the report of the Nominating Committee followed by the election of officers; the announcement of the next meeting; and the installation of newly elected officers. The authority on parliamentary procedure at all business meetings shall be "Robert's Rules of Order, Revised." Where conflict between the rules and these Bylaws may be found to exist, these Bylaws shall prevail.
Section 7. Quorum. The presence of either twenty-five (25%) percent of all Regular Members or sixty (60) Regular Members, whichever is smaller, shall constitute a quorum and shall be necessary to transact business. If a quorum is present, a simple majority vote of Regular Members present will prevail in all matters.

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ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Society shall be a President, a President-Elect, a Secretary, a Treasurer and such other officers as may be appointed in accordance with the provisions of these Bylaws. The offices of Secretary and Treasurer may be held by the same person.

Section 2. Election and Term of Officers. Regular Members in good standing are eligible to hold office. Nominees for office shall be elected by a simple majority vote of Regular Members present at the annual business meeting. In addition to those proposed by the Nominating Committee, candidates may be nominated from the floor during the annual business meeting by any Regular Member in good standing. The President and President-Elect shall hold office for a term of one year only. The Secretary and Treasurer or Secretary-Treasurer shall hold office for no more than five (5) consecutive one year terms. Vacancies of offices, other than the presidency, shall be filled by presidential appointment with approval of the Council.

Section 3. Duties of the President. The President shall preside over regular business meetings and will serve as Chairperson of the Executive Committee and of the Council. The President shall appoint and charge all individuals and committees as specified in the Bylaws. The President shall be responsible for the organization of the agenda for meetings of the Executive Committee and the Council, and for the annual business meeting. The President shall be bonded. The President shall be an ex-officio member of all Standing Committees and their subcommittees, as well as all ad hoc committees.

The President, together with the Secretary, may sign contracts between the Society and other organizations.

The President will select the Farber-Landing lecturer with approval of the Executive Committee and the Chairperson of the Education Committee.

Section 4. Duties of the Secretary. The Secretary shall be responsible for any and all communication with members of the Society in addition to the other duties usually pertaining to that office. The Secretary shall keep minutes of the meetings of the Executive Committee, the Council and the general business meeting. These minutes shall reflect accurately all matters discussed and decisions made and shall be subject to approval by the President within not more than thirty (30) days following such meetings. The Secretary shall be an ex-officio member of all Standing Committees and their subcommittees, as well as all ad hoc committees.

The Secretary, together with the President, may sign contracts between the Society and other organizations.

Section 5. Duties of the Treasurer. The Treasurer shall be responsible for all receipts and disbursements of monies in the manner usually pertaining to that office. He/she shall keep such records as will be subject to audit by the Council at its annual meeting. The Treasurer shall be a member of the Finance Committee and shall be bonded.

Section 6. President-Elect. The President-Elect shall succeed the President upon expiration of the presidential term, or whenever the President, for any reason, is unable to serve for the entire term of office. In that event, the President-Elect shall automatically succeed the President and shall have all authority pertaining to the office.

The President-Elect shall be Chairperson of the Nominating Committee and the Strategic Planning committee.

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ARTICLE VI
COMMITTEES

1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16


Section 1. Executive Committee. The business affairs of the Society shall be adminis­tered by the Executive Committee with the President acting as its Chairperson. Other members will be the President-Elect, the immediate Past President, the Secretary and the Treasurer (or the Secretary-Treasurer). Operating decisions of the Executive Committee that implement an established policy of the Council may be made by the Executive Committee on the basis of telephonic, electronic or mail communication. The Executive Committee shall meet at least once per year, usually in conjunction with a meeting of the Council.

Section 2. Standing Committees. The following shall be Standing Committees: the Membership Committee; the Nominating Committee; the Education Committee; the Strategic Planning Committee; the Finance Committee; the Articles of Incorporation and Bylaws Committee; the Distinctions and Awards Committee; the Practice Committee; the Publications Committee; the Research Committee; the Archives Committee; and the Fellowship Evaluation Committee.

The President shall appoint the Chairperson of each Standing Committee (except the Nominating and the Strategic Planning Committees which will be chaired by the President-Elect) and appoint the members of each committee in consultation with the Chairperson thereof. Initially Chairpersons shall be appointed for three (3) years. In subsequent years, Chairpersons are preferentially appointed from among those who have served previously at least one year on a given committee. Persons who have served partial terms are eligible for reappointment to a full term. Insofar as possible, the incoming president shall make all committee appointments during the month preceding his/her inauguration, but the terms of new members and/or chairpersons will not officially begin until the conclusion of the annual business meeting of the Society.

To maintain continuity, the terms on all Standing Committees (except in instances as specified elsewhere in these Bylaws) shall be three (3) years. They shall be "staggered," i.e., each year one (in a three-member-committee) or two (in a six-member-committee) members shall leave and the same number shall be appointed to the committee. To allow the "staggering," initial appointments of the members shall be made for one year, two years, and three years, respectively.

Each Standing Committee shall be required to meet at least once each year and to submit a written report of activities and recommendations to the Secretary for transmission to the Council prior to the annual business meeting. The Chairperson of a Standing Committee may be invited by the President to report and make recommendations briefly to the Council at a specified time on its agenda. Each Standing Committee shall be empowered to establish subcommittees as necessary. The composition and duties of the Standing Committees are set forth below.

Copies of all agendas, minutes, deliberations and correspondence of each Committee's proceedings should be forwarded to the Chairperson of the Archives Committee for the purpose of maintaining the permanent records of the Society.

Section 3. Special Committees. The President may appoint, subject to the approval of the Council, such special (ad hoc) committees as may from time to time be deemed suitable, necessary, or convenient to aid in accomplishing the purposes of the Society. The duties and powers of any such committee and the terms of office of its members shall be pre­scribed by the Council.

Section 4. Membership Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years, and members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each.

  2. Duties. The committee shall be responsible for membership application procedures, forms and election of members, under the direction of the Executive Council, for the evaluation of the credentials of candidates, and for correspondence with candidates and their sponsors regarding the application procedure. The Chairperson shall be respon­sible for timely submission of the list of candidates, both approved and unapproved to the Council.
Section 5 . Nominating Committee.
  1. Composition. This committee shall consist of the President-Elect who will be the Chairperson, the two (2) most recent Past Presidents, and members appointed by the President as necessary to perform the duties of the committee.

  2. Duties. The Nominating Committee shall solicit the membership for suggestions at least six (6) months prior to the next election. Prospective nominees shall be consulted regarding duties and their willingness to serve prior to announce­ment of candidacy. The Nominating Committee shall submit a list of nominees for the following offices through the Secretary to the Council forty-five (45) days prior to the annual meeting; two (2) Councilors, President-Elect and Secretary-Treasurer or Secretary and Treasurer. The slate of nominees approved by the Council shall be published in the Society Newsletter or distributed by first class mail or e-mail or other electronic methodsto each member in good standing not less than thirty (30) days prior to the designated time of the regular annual meeting.
Section 6 . Strategic Planning Committee.
  1. Composition. This committee shall consist of the President-Elect who will be the Chairperson, the most recent Past-President and the six (6) at-large Councilors who shall each serve for the duration of their appointed term.

  2. Duties. This committee shall review the Society's Strategic Plan annually and modify the document as necessary. It will also be within the scope of this committee to overview the relationship of the Society to other scientific bodies and to suggest changes in overall direction of the Society. The committee shall report to the Council.
Section 7 . Education Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years, and members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each. The Chairperson shall be an ex-officio member of the Distinctions and Awards Committee.

  2. Duties. The duties of the Education Committee shall be as follows:
    1. Maintain surveillance of the educational content of the annual scientific meeting and make recommendations to the Council concerning these.

    2. Assist the Executive Committee in preparations for scientific meetings of the Society.

    3. Make recommendations to the Strategic Planning Committee concerning the establishment and maintenance of liaison with other scientific societies whose aims are similar to those of the Society.

    4. Evaluate and make recommendations to the Strategic Planning Committee for co-sponsorship by the Society with other organizations of educational activities consistent with the aims and purposes of the Society.

    5. Evaluate qualitative and quantitative manpower needs for physicians with expertise in pediatric pathology in North America.

    6. Evaluate and make recommendations regarding the teaching of pediatric pathology in medical schools.

    7. Oversee the activities of the Coordinator of Continuing Medical Education Documentation and the Coordinator of Maintenance of Certification.
The duties of the Coordinator of Continuing Medical Education Documentation shall include:
  1. ensuring that Society-sponsored meetings and workshops meet the necessary requirements of continuing medical education documentation;

  2. providing and collecting documentation forms at various Society-sponsored meetings and workshops;

  3. maintaining records of Continuing Medical Education activities sponsored by the Society;

  4. the term of the Coordinator of Continuing Medical Education Documentation shall be 5 years, which may be renewed.
The duties of the Coordinator of Maintenance of Certification shall include:
  1. ensuring that Society provides the appropriate opportunities and documentation for pediatric pathologists to maintain board certification according to the requirements of the American Board of Pathology;

  2. maintaining records of Maintenance of Certification activities sponsored the Society;

  3. the term of the Maintenance of Certification Coordinator shall be 5 years, which may be renewed.
Section 8. Finance Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years; of members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each.

  2. Duties .
    1. Review the financial statement prepared annually by the Treasurer or Secretary-Treasurer.

    2. Review resources and obligations, actual and projected, including annual budgetary projections from all Standing Committees.

    3. Make recommendations to the Council pertaining to appropriation of funds, maintenance of solvency, investment management, and fund raising activities.
Section 9 . Articles of Incorporation and Bylaws Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years, and of members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each.

  2. Duties .
    1. Review annually the Articles of Incorporation and Bylaws, provide interpretations and make recommendations as deemed necessary for modification thereof.

    2. Serve as arbiter of any organizational questions that arise at the annual business meeting.
Section 10 . Distinctions and Awards Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years, and of members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each. The Chairperson of the Research Committee will be an ex-officio member.

  2. Duties .
    1. Review the credentials of candidates proposed as Honorary members and make appropriate recommendations to the Council at its fall meeting.

    2. Make recommendations for establishment of appropriate awards for encouragement and recognition of excellence in verbal or published scientific presentations concerned with purposes of the Society. 2

    3. Manage selected society awards, including publicizing, soliciting nominations, assessing eligibility, judging submissions, and announcing award winners, as needed.

    4. Provide suitable plaques and/or certificates for presentation to recipients of awards.
Section 11 . Practice Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years, and of members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each. The Chairper­son shall be a member of the Strategic Planning Committee.

  2. Duties. The Society's role in the practice of pediatric pathology will be defined and guided by a Practice Committee. The committee will:
    1. Determine specific activities of the Society for the betterment of the practice of pediatric pathology.

    2. Establish guidelines for standards of practice including quality assurance and proficiency testing.

    3. Make recommendations to the Strategic Planning Committee concerning the establishment and maintenance of relationships between the Society and other pathology organizations concerned with the practice of pathology.

    4. Provide, based on need, information that will facilitate the practice of pathology; i.e. space, staffing, facility, technologies, clearing house for special testing.

    5. Recommend to the Education Committee educational programs and/or presentations concerned with the practice of pathology.
Section 12 . Publications Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be three (3) years, and of members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each. Additionally, the President shall appoint ex-officio members to the committee consisting of the editors of the Society newsletter, Society website, and journal(s) under editorial control of the Society. All ex-officio members shall be granted the full rights and voting privileges accorded to regular members.

  2. Duties. The committee will carry out the following duties:
    1. Establish policy on Society publications.

    2. Establish and maintain editorships and editorial boards as required.

    3. Establish standards and guidelines for editorial systems, continuously appraising publication needs of the Society and monitoring performance.

    4. Carry out negotiations with publishers as repre­sentatives of the Society.

    5. Serve as an editorial review committee for Society-authored or sponsored publications which are being submitted to journals other than those under editorial control of the Society.
Section 13 . Research Committee.
  1. Composition. This Committee shall consist of a Chairperson, whose term shall be three (3) years, and members appointed by the President as necessary to perform the duties of the committee. Members will have staggered terms of three (3) years each. The Chairperson shall be a member of the Strategic Planning Committee.

  2. Duties. The Society's role in fostering, sponsoring and facilitating research by its members will be defined and guided by the Research Committee. The committee will:
    1. Determine specific activities of the Society in fostering, sponsoring and facilitating research.

    2. Serve as a review committee for the Society, defining relationships where an official sponsorship and/or direct involvement is requested or required.

    3. Make recommendations to the Liaison Committee for the establishment of collaborative investiga­tive relationships with other organizations.

    4. Collect, collate and make available information concerning Society members' involvement in research.

    5. Develop policy governing the establishment and maintenance of registries of pathologic material and related data.

    6. Recommend to the Education Committee educational programs or presentations concerned with research methodology and other information.

    7. Identify and facilitate research by the Society as an organization.

    8. Work with the Publications Committee on publication of work sponsored by or directly involving the Society.

    9. Make available to Society members informa­tion concerning support of research by granting agencies and foundations.

    10. Evaluate abstracts for the Society’s scientific meeting.
Section 14 . Archives Committee.
  1. Composition. This committee shall consist of a Chairperson, whose term shall be five (5) years, and of members appointed by the President as necessary to perform the duties of the committee. Members ordinarily will have staggered terms of five (5) years each.

  2. Duties. The purpose of the committee is to maintain permanent records (written, pictorial, and recorded) of the Society, its officers and its members. At each annual meeting, the photograph album, scrapbooks, and other appropriate memora­bilia shall be available for perusal.
Section 15 . Fellowship Committee.
  1. Composition. This committee shall consist of a Chairperson whose term shall be three (3) years, and members appointed by the President as necessary to perform the duties of the committee. Members ordinarily will have staggered terms of three (3) years each. The President may extend the term of a committee member as necessary to maintain staggered terms. The Chairperson shall be a member of the Education Committee.

  2. Duties
    1. Interact with appropriate external agencies and committees regarding issues relating to accreditation of fellowship programs in pediatric pathology.

    2. Interact with appropriate accrediting and certifying agencies to define a core curriculum for education and training in pediatric pathology.

    3. Interact with certifying agencies and programs to assess the outcome of training in pediatric pathology, as measured by subspecialty certification and employment.

    4. Facilitate communication regarding requirements for accreditation and certification, innovation and best-practice methodology in education, and other useful information among fellowship programs and program directors.

    5. Participate in the development of activities to enhance educational opportunities for trainees in pediatric pathology.

    6. Assist the Society in raising the visibility of pediatric pathology as a subspecialty choice among medical students and residents considering fellowships.

    7. Assist in recruiting new trainees in pediatric pathology into the Society and its activities.

    8. Assist the Society in matching the production of new trainees in pediatric pathology to the evolving manpower needs of the field.
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ARTICLE VII
FINANCIAL MATTERS
Section 1. Fiscal Year. The Society's fiscal year will be January 1 through December 31 of each year.

Section 2. Authority to Reimburse. No officer or other member of the Society shall receive compensation for his/her services as such. The Council may authorize or ratify the payment, to any officer or committee, of reasonable reimbursement for expenses incurred on behalf of the Society in any capacity deemed necessary or advisable and in the best interests of the Society.

Section 3. Financial Report. A report to the membership on the financial state of the Society for the past year shall be made by the Treasurer or his/her designee after the records have been audited by the Council or its representative.

Section 4. Contracts. The Council may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

Section 5. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the Treasurer of the Society.

Section 6. Deposits. All funds of the Society shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Treasurer may select with approval of the Council.

Section 7. Gifts. The Council may accept on behalf of the Society any contribution, gift, bequest or device for the general purposes or for any special purpose of the corporation.

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ARTICLE VIII
AFFILIATION AND CONTRACTS
The Council is empowered, subject to approval of the membership at a regular business meeting, to affiliate with other organizations.

Contracts between the Society and other organizations shall be signed by the Secretary and President and ratified by the Council. The Society may under appropriate contract provide editorial services concerned with publications in the field of pediatric pathology.

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ARTICLE IX
INDEMNIFICATION
The Society shall indemnify any officer, Councilor or employee and any other person acting on its behalf pursuant to an official election, appointment, or direction, who is made a party to any legal proceeding or is threatened with any legal action relating to the personal activities on behalf of the Society to the maximum extent permitted by law, provided the officer, Councilor, or employee or other person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Society, with respect to any criminal action or proceeding, and had no reasonable cause to believe the conduct was unlawful.

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ARTICLE X
AMENDMENTS
The Bylaws may be amended at any regular business meeting of the Society by a simple majority of the Regular Members present or by a majority of those responding to a mail or e-mailballot, provided the requirements for a quorum are met and provided further that notice of such proposed change be given to the membership by mail or by e-mail of a posting on the Society's website at least thirty (30) days prior to the mail poll or business meeting, whichever applies.

ADOPTED MARCH 7, 1987
AMENDED FEBRUARY 27, 1988
AMENDED MARCH 4, 1989
AMENDED MARCH 16, 1991
AMENDED MARCH 12, 1994
AMENDED MARCH 23, 1996
AMENDED MARCH 1, 1997
AMENDED FEBRUARY 28, 1998
AMENDED MARCH 20, 1999
AMENDED MARCH 3, 2001
AMENDED FEBRUARY 22, 2002
AMENDED FEBRUARY 11, 2006
AMENDED MARCH 1, 2008
AMENDED MARCH 24, 2010







Chief/Director
Pathologist
Fellowship