BYLAWS OF THE
UNITED STATES AND CANADIAN ACADEMY OF PATHOLOGY, INC.
{a corporation formed under the District of Columbia Nonprofit Corporation Act}



These bylaws reflect the latest changes, voted on and approved at the Annual Business Meeting on March 23rd, 2010.


ARTICLE I – OBJECTIVES

The United States and Canadian Academy of Pathology is committed to Continuing Professional Development and to Educational Programs that advance the science and practice of pathology. For so long as there shall remain in effect an affiliation agreement between the United States and Canadian Academy of Pathology, Inc. (the "Academy") and the International Academy of Pathology, Inc. (the "IAP"), the Academy shall serve, in accordance with the provisions of that agreement, as the exclusive division of the IAP in the United States and Canada. The affiliation agreement (the "Affiliation Agreement") shall govern all aspects of the relations between the Academy and the IAP; it being the intention of the founders of the Academy that, so long as it is consistent with the Academy's fiscal and programmatic soundness and with the tax-exempt status of the Academy in the United States, the Academy shall be operated in such manner as to promote and further the objectives and purposes of the IAP.

ARTICLE II – MEMBERSHIP

SECTION 1 - Categories
Membership in the Academy shall consist of the following categories:
  1. Regular Members,

  2. Sustaining Members,

  3. Junior Members,

  4. Emeritus Members and

  5. Honorary Members.
Members other than Honorary and Emeritus Members ordinarily reside in the United States or Canada.

SECTION 2 - Definitions of Categories of Membership
  1. "Regular Members" shall consist of those persons who possess
    1. the degree of Doctor of Medicine or its international equivalent, and a minimum of four (4) years of training and experience in pathology or

    2. 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.

  2. "Sustaining Members" shall consist of those persons who possess the qualifications of regular membership and in addition foster the objectives of the Academy by annual financial contributions to the Academy. The minimum amount of such annual contributions shall be determined from time to time by the Council. Sustaining Members may vote, hold office and serve on committees.

  3. "Junior Members" shall consist of those persons who possess
    1. the degree of Doctor of Medicine, or its international equivalent, or

    2. a doctorate or its international equivalent in veterinary medicine or in dentistry or in an allied biologic science, and in any such case are actively engaged in formal training in pathology. Junior Membership shall be limited to the period of formal training, usually not exceeding five (5) years. Junior Members may vote, hold office and serve on committees.

  4. "Emeritus Members" shall consist of those persons who have been members in good standing in the Academy for a minimum of five (5) years who have retired from gainful employment in the practice of pathology. Emeritus Members may vote, hold office and serve on committees.

  5. "Honorary Members" shall consist of persons identified by the Council because of exceptional meritorious achievement in medicine and especially pathology. Honorary Members who do not hold membership under another category that allows for such participation at the time of their election to Honorary Member status may not vote or hold office, but may be appointed to committees.
SECTION 3 - Election to Membership in the Academy
Election to membership shall be by vote of the Council. Sponsorship by two Members of the Academy in good standing is required for nomination. Applications for membership must be supported by such documentation in such form, and accompanied by such supplementary information, as the Council may from time to time prescribe. Transfer to Emeritus Membership will be considered by the Council upon request of the Member, provided he or she is at the time of such request in good standing.

SECTION 4 - Membership in the IAP
The Affiliation Agreement contains provisions relating to membership in the IAP for those persons who are Members of the Academy.

ARTICLE III – DUES AND FUNDS

SECTION 1 - Dues
  1. The annual dues applicable to each category of membership shall be determined annually by the Council and shall be payable by March 1 of each year for that year's membership. Members delinquent in payment of dues for the second consecutive year will be dropped from membership.

  2. Honorary and Emeritus Members shall be exempt from dues.

  3. The Affiliation Agreement provides for the Academy to collect and remit dues to the IAP for membership in the IAP, any delinquency in which shall be treated in the same manner as a delinquency in Academy dues.
SECTION 2 - Depositories and Investments
  1. All funds and accounts, and all other assets of any kind or nature, of the Division as of the date of incorporation of the Academy (September 30, 1986) shall automatically vest in and belong to the Academy; and the Academy shall be deemed to have assumed and to be responsible for all liabilities of any kind or nature of the division as of that date, all as more fully provided in the original Affiliation Agreement dated October 1, 1986.

  2. Funds of the Academy shall be deposited, invested and managed by such manner as is determined from time to time by the Council.


ARTICLE IV – OFFICERS, COUNCIL, FOUNDATION BOARD, EXECUTIVE COMMITTEE, COUNCILLORS AND INTERNATIONAL COUNCILLORS

SECTION 1 - Officers
The officers of the Academy shall consist of a President, Immediate Past President, President-Elect, Vice-President, Executive Vice-President, and Secretary-Treasurer. One person may hold the offices of Executive Vice-President and Secretary-Treasurer at the same time and shall, when this occurs, be known as the Executive-Vice President. Except for these offices, no person shall simultaneously hold more than one office. The President-Elect and the Vice-President shall be elected by the Members having voting rights at each annual meeting; they shall serve for a one-year term beginning on the first day of the month following the adjournment of the meeting at which they are elected. The President-Elect shall, at the conclusion of his or her term as such, become President for a one-year term.

The Executive Vice-President and Secretary-Treasurer shall be elected by the Council for a five (5) year term from the date of employment. The appointment may be renewed by Council for subsequent five year terms, of unlimited succession, based on a performance appraisal performed by Council or a designated committee no later than three years after the appointment date. The Executive Vice-President and Secretary-Treasurer may be terminated for cause. No officers, other than the Executive Vice-President and Secretary-Treasurer may succeed himself/herself in office.

SECTION 2 - Vacancies
If any office other than that of President or President-Elect shall become vacant, the office shall be filled by the Council for the remainder of the term. If the office of President shall become vacant, the President-Elect shall thereupon become President for the unexpired term, provided that such service shall not affect such person remaining President for the succeeding year as well. In the event that the office of President becomes vacant at a time when the office of President-Elect is also vacant, the Council shall promptly fill the office of President for the remainder of the term. The Vice-President may stand for election to such office without first resigning his or her position. Should it be necessary to prevent an unoccupied office, an officer shall serve until his/her respective successor is elected and qualified.

SECTION 3 - Council
There shall be a Council consisting of the officers, the most immediate past President and nine (9) members elected by the Members of the Academy having voting rights. A Chair of the USCAP Foundation Board shall be a member ex officio of the Council. Members of the Council, whether elected as such or serving thereon by virtue of their position as an officer or past officer of the Academy, shall be known as "Councillors". Elected Councillors shall serve for a term of three (3) years beginning on the first day of the month following the adjournment of the annual meeting of Members at which their election is announced, the terms to be staggered in such a manner that the terms of three (3) such Councillors expire each year.

SECTION 4 - Executive Committee
There shall be an Executive Committee of the Council consisting of the President, President-Elect, Vice-President, Executive Vice-President, Secretary-Treasurer and the most immediate past President.

SECTION 5 - Election of Officers and Councillors
The President-Elect and the Vice-President shall be elected at the annual meeting of Members. Nominations shall be submitted by the Council; additional nominations may be made from the floor. Election shall be by a majority vote of the Members having voting rights present in person at the annual meeting.

A slate of names of candidates for positions as Councillors shall be formulated by the Nominating Committee, and approved by the Executive Committee. This slate will be mailed to the Membership of the Academy in January. Election will be determined by majority vote of ballots returned prior to the Annual Meeting and will be announced at the Business Meeting.

SECTION 6 - Representatives on the IAP Council - "International Councillors"
The Academy shall be represented on the Council of the IAP by "International Councillors" in the manner provided in the Affiliation Agreement. These representatives, at least one of whom shall be an officer of the Academy, shall be appointed by the Academy Council from its own members.

ARTICLE V – DUTIES OF THE COUNCIL AND THE EXECUTIVE COMMITTEE

SECTION 1 - Duties of the Council
The Council shall be responsible for formulating all policies governing the affairs of the Academy, including the conduct of its business; shall authorize, by general or specific resolutions, the disbursement of the Academy’s funds; and shall receive reports and recommendations from the USCAP Foundation Board. The Council shall have authority to act for the Academy in all matters except those otherwise specifically provided for in the Academy's Articles of Incorporation or in these Bylaws.

SECTION 2 - Duties of the Executive Committee
The Executive Committee shall act for the Council, and shall have and may exercise all of the authority, powers and rights of the Council in the interim between regular and special meetings of the Council, except that the Executive Committee shall not have authority to act for the Council with respect to the amendment of these Bylaws, the filing of vacancies in any office, or the establishment or modification of the level of compensation of any officer. All actions taken by the Executive Committee shall be reported on at the next ensuing meeting of the Council. The Executive Committee, in addition to other duties provided for in the Academy's Article of Incorporation or in these Bylaws, shall recommend a budget for the approval of the Council and shall make necessary interim adjustments therein according to circumstances; provided, however, that any and all such changes must be within the framework of applicable general policies adopted by the Council.

ARTICLE VI – DUTIES OF OFFICERS

SECTION 1 - Duties of the President and President-Elect
The President shall preside over all meetings of the Council and of the membership of the Academy. He/She shall be Chairman of the Executive Committee. In the absence or disability of the President, the President-Elect shall assume such duties; he/she shall also assume and discharge such other duties as the Council may from time to time delegate to him/her.

SECTION 2 - Duties of the Executive Vice-President and Secretary-Treasurer
The position of Executive Vice-President and Secretary-Treasurer may be held simultaneously by the same person in which case he or she shall be identified as the Executive Vice-President. If the positions of Executive Vice-President and Secretary-Treasurer are not occupied by the same individual, the Secretary-Treasurer shall report to the Executive Vice-President and assist him or her in fulfilling all the obligations included herein.

The Executive Vice-President shall be responsible for the maintaining and the safekeeping of all the Academy's documents and records. The Executive Vice-President shall be responsible for carrying out the business of the Academy and for the implementation of all policies and actions of the Council and/or the Executive Committee.

The Executive Vice-President shall sit on the Foundation Board in an advisory capacity and shall supervise the Director of Marketing/Development.

The Secretary-Treasurer shall collect dues and other funds, disburse monies upon authorization by the Council, and submit to the Council an annual financial statement audited by a Certified Public Accountant or firm of Certified Public Accountants. The audited report shall be kept permanently. The Secretary-Treasurer shall also prepare and submit an estimated annual budget to Council through the Executive Committee.

SECTION 3 - Other Duties
The Executive Vice-President, Vice-President and all other officers of the Academy shall assume and discharge such other duties, submit such reports and take such other action as the Council may from time to time delegate to or request of them.

ARTICLE VII – COMMITTEES

SECTION 1 - Nominating Committee for A) President-Elect, Vice-President and B) Councillors
There shall be a Nominating Committee, which shall consist of the three (3) immediate Past-President's of the Academy together with two members-at-large appointed by Council, each to serve a two-year staggered term. The most immediate Past-President of the Academy shall be the Chairperson of this committee. The Nominating Committee will function in the following manner.

A) President-Elect and Vice-President
The Nominating Committee shall make recommendations for the offices of President-Elect and Vice-President to the Executive Committee for review and approval. After consideration and approval the Executive Committee will forward the names to the Council for final approval and presentation to the membership for election at the Annual Meeting.

B) Councillors
The membership of the Academy will be solicited by mail for suggested names of potential Councillors. From this list, the Nominating Committee will formulate a slate of names for the required number of Councillors, plus two additional names. Following review and approval by the Executive Committee, a ballot containing the slate of names for the election of Councillors will be circulated by mail to the membership of the Academy.

SECTION 2 - Nominating Committee for Executive Vice-President and Secretary-Treasurer
A committee of not less than three (3) Members of the Academy shall be appointed by the Council to recommend candidates for election by the Council to the office(s) of Executive Vice-President and Secretary-Treasurer.

SECTION 3 - Other Committees
The Executive Committee and/or the Council may from time to time appoint such permanent and temporary committees as are necessary or desirable for the proper administration of the Academy's affairs or as may facilitate the accomplishment or furtherance of the Academy's goals, objectives or purposes.

ARTICLE VIII – THE USCAP FOUNDATION

SECTION 1 - Mission
The USCAP Foundation exists to further the goals of the Academy by broadening the base of support for programs that will benefit the field of pathology.

SECTION 2 - Foundation Board
  1. Membership. The USCAP Foundation Board shall consist of a minimum of ten (10) members up to twelve (12) members, at least half of whom shall be regular members in good standing of the Academy.

  2. Appointment. Members of the USCAP Foundation Board shall be appointed by the USCAP Council, upon the recommendation of the Nominating Committee of the Foundation Board and the Executive Vice President.

  3. Terms. Board members shall be appointed for a three-year term, staggered so that approximately one-third of the members complete their terms each year. Upon completion of an initial three-year term and upon recommendation of the Nominating Committee of the USCAP Foundation Board, a member may be appointed to a second three-year term. Upon completion of two (2) consecutive three-year terms, a member may not be appointed to another term until at least one year has passed.

  4. Role, Responsibilities and Procedures. The specific roles and responsibilities of the USCAP Foundation and its board members, the frequency of Board meetings, and other policies and procedures of the Foundation shall be clearly articulated, in writing, in the records of the Foundation.


ARTICLE IX – MEETINGS

SECTION 1 - Annual Meeting of the Membership
An annual meeting of Members of the Academy shall be held at such time and place as shall be determined by the Council, unless in the opinion of the Council there are conditions which make the holding of such an annual meeting impractical. The program of the annual meeting shall consist of two (2) parts:
  1. Scientific and instructional sessions; and

  2. A Business Meeting, which shall be presided over by the President and conducted in accordance with Sturgis Standard Code of Parliamentary Procedure. A summary of the business transacted at the meeting shall be published in an official publication of the Academy.
SECTION 2 - Annual Meeting of the Council
The Council shall meet annually at such time and place as shall be determined from year to year by the Council.

SECTION 3 - Special Meetings
  1. Membership. Special meetings of the Members of the Academy may be called at any time by the President, and shall be called by the President upon the written request therefor signed by at least forty (40) Members having voting rights, such meeting to be held at such time and place as may be determined by the Council. Written or printed notice stating the purpose(s), place, day and hour of the special meeting shall be sent to each Member not less than thirty (30) days before the date of such meeting.

  2. Council. Special meetings of the Council may be called at any time by the President and shall be called by him/her upon the written request of three (3) Councillors. Written, printed, telephonic or electronic notice stating the place, day and hour of the special meeting shall be transmitted to each Councillor not less than ten (10) days before the date of such meeting.

  3. Executive Committee. Special meetings of the Executive Committee may be called at any time by the President, the Secretary or by any three (3) members of the Executive Committee.
SECTION 4 - Quorum and Voting
  1. Membership. Thirty (30) members present in person, at least four (4) of whom shall be Councillors, shall constitute a quorum for the transaction of business at any annual or special meeting of Academy Members.

  2. Council. Six (6) Councillors, at least one (1) of whom shall be an officer, shall constitute a quorum for the transaction of business at any annual or special meeting of the Council. Councillors may vote only if present in person at the respective meeting of the Council; provided, however, that any one or more Councillors may participate in such meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

  3. Executive Committee. Three (3) members of the Executive Committee, at least one (1) of whom shall be the President or President-Elect, shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. Members of the Executive Committee may vote only if present in person at the respective meeting of the Executive Committee; provided, however, that any one or more members of the Executive Committee may participate in such meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.
SECTION 5 - Voting in Absence of Meeting
Without the holding of a meeting, the Council may submit matters by mail ballot to the Members having voting rights, including such matters as the election of those Councillors and officers to be elected by the Members. A majority of votes cast by such ballots and returned to the Secretary within sixty (60) days after the mailing of such ballots shall be decisive except for amendments to the Bylaws which require a two-third's majority of the votes cast by such ballots.

Any action required or permitted to be taken by the Council or the Executive Committee may be taken without a meeting if all the members of the Council or the Executive Committee, as the case may be, consent in writing hereto, evidence of which consents shall be filed with the minutes of the proceedings of the Council.

ARTICLE X – PUBLICATIONS

SECTION 1 - General
The Council shall determine the Academy's publication policy, and shall authorize the undertaking as well as the discontinuance of publications. The Council shall also determine the Academy's policy regarding distribution of its publications to the various categories of membership.

SECTION 2 - Editors
  1. The Editor(s) of the Academy's publications shall be appointed by Council for a term of office consisting of a first term of five (5) years followed by an optional second term of five (5) years, based on a performance appraisal performed by Council or a designated Committee within 3 years of the initial appointment. Appointments will become effective as the Council shall direct.

  2. Members of the Editorial Boards shall be appointed by the Council on recommendation of the Editor(s).

  3. The Editor(s) shall determine and conduct editorial policies in conformity with general principles formulated from time to time by the Council.

  4. The Editor(s) shall not enter into contractual arrangements or change contractual arrangements with publishers. All contractual arrangements with publishers and changes in such contractual arrangements are the responsibility of the Council.

  5. Each Editor shall submit to the Council a written annual report concerning the Academy's publication(s) under his/her supervision, including financial, editorial and other relevant matters. All such financial reports shall be audited. The Editor(s) report(s) shall be kept permanently in the office of the Secretary.

  6. Each Editor shall submit at the time of the annual meeting estimated budgets for the succeeding year for review and approval by Council.

  7. The Council may from time to time provide for the payment of a stipend to one or more of the Editor(s) or one or more members of an Editorial Board.


ARTICLE XI – EXPULSION AND FORFEITURE OF MEMBERSHIP

  1. The following acts shall constitute violations of Academy standards of conduct: (1) misrepresenting membership qualifications; (2) persistent verbal, written, electronic or physical conduct of an offensive nature that disrupts the officers, the Council, or the Executive Committee's ability to operate or function; (3) misuse or unauthorized use of the Academy property and/or records; (4) illegal conduct in the election of officers or Councillors; (5) conduct opposed to the Academy's stated purpose and mission if the conduct continues after a written warning; (6) serious misconduct in the performance of duties to the Academy.

  2. A Member accused of violating the Academy standards of conduct shall be notified in writing via United States Postal service certified mail ten days prior to a meeting of the Council called to consider the violation.

  3. The notice shall include:
    1. a statement of the date, times, and place of the meeting of the Council called to consider the violations;

    2. a reference of the particular violation complained of;

    3. a short and plain statement of the available facts; and

    4. an opportunity to respond and present evidence on all issues involved.

  4. The Council, meeting in executive session (unless the Member concerned requests an open session), shall consider the facts and the evidence presented at the meeting and shall render a decision. A Member found by the Council to have committed a violation may be expelled by a two-thirds (2/3) vote of the Council. The President shall notify the Member in writing of the decision of the Council no later than five (5) days after the meeting.

  5. A Member expelled pursuant to these Bylaws may appeal the decision of the Council by paying any outstanding financial obligations and by writing to the Appeals Committee of the Academy within one year from the date of expulsion. The Appeals Committee shall consist of four members of the Academy, chosen by a drawing from among all of the voting Academy members. The Appeals Committee shall be chaired by a member of Council other than the immediate past President then serving on Council, but appointed by such President. Upon consideration of the written appeal, and by a majority vote of the Appeals Committee, the Appeals Committee may recommend that the Council reinstate such Member. The Member must receive a two-thirds (2/3) vote of the Council to be reinstated. A Member whose appeal is denied may reapply for membership at yearly intervals from the date of expulsion. A reinstated Member shall not be entitled to receive retroactively the benefits or privileges lost as a result of expulsion.

  6. Membership in the Academy may be forfeited by non-payment of Academy fees and dues, failure to meet financial obligations to the Academy or for violations of Academy Bylaws, policies, rules or regulations.


ARTICLE XII – INDEMNIFICATION OF OFFICERS AND COUNCILLORS

The Academy shall, to the full extent authorized by law, indemnify any present or former officer or Councillor of the Academy or the personal representative thereof, made or threatened to be made a party in any action or proceeding by reason of the fact he, his testator or intestate, is or was a Councillor or officer of the Academy is or was serving at the request of the Academy as a director, officer, employee or agent of, or delegate to, The International Academy of Pathology, Inc. or any other corporation or enterprise or as a fiduciary of any benefit plan (including, without limitation, indemnification with respect to judgments, amounts paid in settlement are reasonable expenses, including attorneys fees, actually and necessarily incurred as a result of such action or proceeding, or the investigation or settlement thereof, or in any appeal therein or therefrom). The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any person, his testator or intestate, may be entitled apart from this Article XI

ARTICLE XIII – DISSOLUTION OF THE ACADEMY

In order to dissolve the Academy, the Council must adopt a resolution recommending that the Academy be dissolved and directing that the question of dissolution be submitted to the vote of the Academy members. Such resolution must be approved by the voting Members in accordance with the provisions of the District of Columbia (the code governing the dissolution of Nonprofit Corporations). Upon receiving the required Member vote, the Academy assets shall be applied and distributed in satisfaction of its liabilities and other obligations as required under the Code, and the Council shall adopt a plan of dissolution for any remaining assets, which plan shall be submitted to the voting Members in accordance with the Code. Such plan shall provide that no such remaining assets shall be distributed to Members or officers of the Academy or any private individual, but rather such assets shall be distributed for one or more exempt purposes within the meaning of section 501(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or to a state or local government, for a public purpose.

ARTICLE XIV – AMENDMENTS

To be effective, amendments to these Bylaws must be adopted by the affirmative vote of at least two-thirds of the Members of the Academy who are present in person and voting and who are entitled to vote thereon at an annual business or special meeting of the Members of the Academy called, among other purposes (if any), to consider such amendments, provided that no such amendment shall be submitted to Members for adoption unless it has first been reviewed by the Executive Committee of the Council and thereafter by the Council, whose recommendation and a statement of the reason(s) thereof together with a copy of the text of (or a summary of the changes to be effected by) the proposed amendment, shall accompany the notice of the meeting called to consider such amendment; such notice to be given not less than sixty (60) days prior to the date of the meeting.

These Bylaws were established on October 14, 1986 by the Council of the USCAP and were amended on March 14, 1995 and February 14, 2006 by vote of the membership.

THE UNITED STATES AND CANADIAN ACADEMY OF PATHOLOGY, INC.
The United States and Canadian Academy of Pathology was incorporated in the District of Columbia on September 30, 1986. This organization, referred to as the "Academy" in the Bylaws, is the continuation, in separately incorporated form, of the United States-Canadian Division of the International Academy of Pathology, and will carry on the activities and perform the functions previously discharged by the division. Its members are automatically members of the International Academy of Pathology (the IAP).

The objectives are stated in the Articles of Incorporation as follows:

"The Academy is dedicated to the advancement of Pathology. To achieve the objectives and purposes for which the Academy is organized, it shall:
  1. Disseminate knowledge relevant to human, veterinary and comparative pathology by means of educational programs and publications;

  2. Promote research in pathology;

  3. Publish information dealing with pathology and related disciplines;

  4. Convene meetings and congresses for the exchange of scientific information and ideas; and

  5. Organize symposia, workshops, seminars, courses, conferences and other forums to serve the educational needs of pathologists."
On October 14, 1986 the Council of the United States and Canadian Academy of Pathology established the Bylaws, which were amended on March 14, 1995 and February 14, 2006 by vote of the membership.

For further information contact:
    United States and Canadian Academy of Pathology
    3643 Walton Way Extension
    Augusta, GA 30909
    Phone: (706) 733-7550
    Fax: (706) 733-8033
    Email: help@uscap.org