Constitution
By-Laws
This corporation shall be called The International Academy of Pathology, hereinafter referred to as the “Academy”.
ARTICLE II — Objectives The purpose of the Academy shall be the advancement of pathology through:
a. Improvement of methods of teaching pathology in medical schools, laboratories, hospitals and medical museums.
b. Coordination of anatomic pathology, pathologic physiology and comparative pathology with allied sciences and techniques.
c. Promotion of research in pathology and pathologic techniques.
d. The formation of national or larger geographic Divisions.
e. Publication of journals and reports that will afford media, including electronic, for dissemination of the results of work in the above fields.
f. Convocation of meetings and congresses for exchange of scientific information and ideas.
ARTICLE III - Membership 1. Membership shall be international in scope and shall consist of the following categories: regular members, junior members, associate members, sustaining members, emeritus members, and honorary members. These classes shall be defined in the Bylaws. 2. Election to membership shall be by the Council of any Division. Each applicant shall be sponsored by two members of the Academy and the candidate’s application shall be accompanied by a letter of recommendation from each of the sponsors. Election to honorary membership and emeritus membership shall be by the approval of the International Council upon written recommendation from a Division. Any person who is elected to any class of membership by a Division automatically shall be a member of the same classification concurrently in the Academy. Where no Division exists, election to membership will be made by the Executive Committee, nominations being made by two members and sent to the Secretary. ARTICLE IV — Officers, International Council and Executive Committee 1. The officers shall be a President, a President-elect, a Secretary and a Treasurer, and one or more Vice-Presidents, not to exceed four from any continent, as from time to time may be deemed appropriate by the International Council. One person may hold the offices of Secretary and of Treasurer at the same time and shall, when this occurs, be known as Secretary-Treasurer. The officers shall be elected in a manner and shall hold their offices for such term with such right of succession as shall be specified in the Bylaws. 2. The International Council shall consist of the Officers, the most recently retired President, hereinafter referred to as the Past President, and the Councilors. The Editor of International Pathology shall be an ex-officio member of the International Council without the power to vote. The Councilors shall be appointed in the manner and serve for such terms as are specified in the Bylaws. 3. The Executive Committee shall consist of the officers and the Past President. The President of the immediately forthcoming International Congress shall serve as an advisory member without right to vote. The Executive Committee shall have the power to act for the International Council when the latter is not in session.
ARTICLE V - Divisions of the Academy 1. Members residing in one or more nations may be constituted into an administrative subdivision to be known as a Division, as a means of more effectively pursuing the objectives and purposes of the Academy. The territorial area over which a Division shall have jurisdiction shall be the nation or nations in which the applicants reside for the creation of a Division. 2. Application to form a Division may be made to the International Council by ten (10) or more members residing in the area of the proposed Division, which application shall state the name of the Division, the geographical area it is to serve, a copy of the bylaws which will govern it, and the names of the temporary officers and councilors to serve until the organizational meeting. 3. Should a Division contain two or more nations, it can be subdivided into two or more Divisions of one or more nations each upon the approval by the International Council of an application for such subdivision made by ten (10) or more members of each nation desiring to be separated from the Division sought to be subdivided, which application shall contain the same information required for the formation of a Division as provided in paragraph numbered 2 of this Article V. 4. If the International Council shall approve the creation of a Division in either instance, it shall evidence such approval by the adoption of an appropriate resolution prescribing the operations of such Division, the frequency and character of meetings which it shall hold, and the submission of reports thereof and of all scientific and business activities of the Division, and the requirement that operations of the Division shall be In accordance with the Constitution and the Bylaws of the Academy including any amendments in the future thereto. 5. The requirements in the resolution approving the formation of the Division may from time to time be eliminated, amended, or supplemented by new requirements by the International Council. 6. Reports of all scientific and business activities of each Division shall be submitted to the International Council through the Secretary of the Academy. It shall be the responsibility of the International Council, through reviewing these reports and such other reports as may be submitted to it through divisional representatives, to determine that the operations of each Division are being conducted in a manner consistent with the objectives and purposes of the Academy. 7. Applications to form a Division or to subdivide a Division and all reports and other information required of a Division shall be filed with the Secretary who shall promptly present to the International Council all such communications. 8. Upon the failure of a Division to comply with any one of the requirements of the International Council, whether contained in the original resolution approving the formation of the Division or one amendatory or supplementary thereto, after three hundred sixty-five (365) days notice in writing of such default shall have been given the Division by the Secretary, the International Council may dissolve such Division or revoke any powers that may have been delegated to it. 9. The existence of a Division at the time of the adoption of this amendment shall not be affected thereby.
ARTICLE VI - Assemblies 1. The International Council, upon the recommendation of the Executive Committee, may from time to time form groups of members to be known as “Assemblies,” membership in which shall be voluntary and need not be composed of members from one Division; the name of each Assembly and the scope of its interests and activities shall be prescribed by the Executive Committee. 2. An Assembly may be dissolved by the International Council upon the recommendation of the Executive Committee. ARTICLE VII — Meetings 1. The International Congresses of the Academy shall be held every two years at the call of the President at such places and times as are decided by the International Council. Regional meetings of the Academy may be held at the discretion of the International Council. 2. Regular meetings of the International Council shall be held during each International Congress at the place and time designated by the President. 3. A special meeting of the International Council may be called at any time and from time to time by the President or any twelve (12) Councilors. A written notice of each such called meeting shall be sent via air mail to each member of the Council by the Secretary of the Academy not less than sixty (60) days prior to the date of the meeting; the place and time of the meeting to be designated by whomsoever calls the meeting and the notice of the meeting shall specify the place and time it will be held. 4. Regular meetings of the Executive Committee shall be held during each International Congress at the place and time designated by the President. 5. A special meeting of the Executive Committee may be called at any time and from time to time by the President of the Academy or any two other members of the Executive Committee and a written notice of each such called meeting shall be sent via air mail to each member of the Executive Committee by the Secretary of the Academy not less than sixty (60) days prior to the date of the meeting; the place and time of the meeting to be designated by whomsoever calls the meeting and the notice of the meeting shall specify the place and time and reason for the meeting. 6. General business meetings for all members of the Academy shall be held during each International Congress at a place and time designated by the President, and the minutes of each such meeting shall be published in International Pathology . 7. All meetings of the International Council and of the Executive Committee, and all International Congresses, and all general business meetings of the Academy shall be conducted in English and in accordance with Robert’s Rules of Order Revised, Seventy-fifth Anniversary Edition.
ARTICLE VIII — Transaction of Business 1. A quorum at each meeting of the International Council shall consist of twelve (12) members of whom at least one (1) shall be an officer of the Academy and there shall be representatives of a majority of the Divisions, provided that all members of the International Council shall have been notified of the meeting not less than sixty (60) days prior to the date of the meeting, or shall have waived such notice and time of notice by an instrument in writing. 2. A quorum at each meeting of the Executive Committee shall consist of the President or President-elect and nine (9) of its other members, provided that all members of the Executive Committee shall have been notified of the meeting not less than sixty (60) days prior to the date of the meeting, or shall have waived such notice and time of notice by an instrument in writing. 3. A quorum at a general business meeting of the Academy shall consist of the members present of whom at least three (3) shall be officers and four (4) Councilors. ARTICLE IX — Publications 1. The official publication of the Academy shall be entitled INTERNATIONAL PATHOLOGY. 2. Additional publications may be authorized from time to time by the international Council or by any one or more Divisions.
ARTICLE X — Miscellaneous Provisions 1. No part of the net earnings of the Academy shall Inure to the benefit of or be distributable to its members, officers, or other private persons; except that the Academy shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the Academy shall be the carrying on of propaganda, or otherwise attempting to influence legislation except that the opinions of the Academy may be expressed upon professional matters when these become legislative issues; and the Academy shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this Constitution or the Bylaws, the Academy shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 5O1(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law), or (b) by a corporation, contributions to which are deductible under section 17D(c)(2) by the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law). 2. Upon the dissolution of the Academy, the International Council shall, after paying or making provisions for the payment of all liabilities of the Academy dispose of all of the assets of the Academy exclusively for the purposes of the Academy, in such manner, or to such organization or organizations organized and created exclusively for charitable, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law), as it may deem desirable. Any of such assets not so distributed shall be disposed of by the court of appropriate jurisdiction of the country or other political subdivision in which the principal office of the Academy is then located, exclusively for such purposes or to such organization or organizations as said court shall determine to be organized or operated exclusively for such purposes.
ARTICLE XI — Corporate Seal There shall be a corporate seal which shall consist of two concentric circles and between the inner circle and the outer circle shall be the words “The International Academy of Pathology, Inc.” and in the center there shall be pictures of the lamp of knowledge, of a microscope resting on a book, of the globe and at the bottom “I.A.M.M. 1906,” an impression of such seal being made on the margin of this page. (SEAL) ARTICLE XII — Amendments to the Constitution This Constitution may be amended by the approval of two-thirds of the members of the Academy voting thereon by ballot on a form to be prepared by the Secretary and mailed to each member eligible to vote and after being marked by such member shall be returned to the Secretary so that it will be received by him/her not later than sixty (60) days after being mailed by the Secretary, provided, however, that no proposed amendment shall be submitted for adoption unless and until it shall have been first reviewed by the Executive Committee and then approved by the International Council whose approval and a statement of the reasons therefore together with a copy of the substance of the proposed amendment shall accompany each ballot when it is mailed to each member eligible to vote.
BY-LAWS CHAPTER I - Membership 1. Regular Members shall consist of those who possess (a) the degree of Doctor of Medicine or its international equivalent, and a minimum of four (4) years of training and experience in pathology and who have demonstrated an interest in research and teaching, or (b) a doctorate or its international equivalent in veterinary medicine or in dentistry or in an allied biologic science and training, experience, and interests in his/her field equivalent to those required of Doctors of Medicine. 2. Junior Members shall consist of those who possess the degree of Doctor of Medicine, or its international equivalent, and who are actively engaged in formal training in pathology. Junior Membership shall be limited to the period of formal training, not to exceed five (5) years, at which time this membership shall automatically terminate. 3. Associate Members shall consist of those who possess the degree of Doctor of Medicine, or its international equivalent, who are not engaged in pathology or an allied biologic science, but who have demonstrated an active interest in pathology or an allied science, all as shall be determined by the Executive Committee. 4. Sustaining Members shall consist of those members who foster the objectives of the Academy by gratuitous, annual, financial contributions to the Academy. The minimum amount of each such contribution shall be determined by the Council of each Division. 5. Honorary Members shall consist of persons distinguished for eminent service to medicine and especially to the cause of pathology and to the Academy. 6. Emeritus Members shall consist of those who have been in good standing in the Academy and who have attained the age of 65 or who have retired from gainful employment in the medical profession. 7. The annual membership dues of the Academy shall be fixed by the International Council, shall be payable in advance, and shall include a year’s subscription to International Pathology . Members delinquent in payment of dues for two years may be dropped from membership at the discretion of the Executive Committee. Dues shall be payable as follows: Members of a Division shall pay to that Division the joint dues prescribed by the Academy and the Division; the Division shall then pay to the Academy that proportion of such dues which is attributable to membership in the Academy; Members not belonging to a Division shall pay directly to the Academy the dues prescribed by the Academy. 8. Junior and Associate Members shall pay nominal dues determined by each Division. Honorary and Emeritus Members will be exempt from dues. Junior, Associate, Honorary, and Emeritus Members will not receive. International Pathology except by subscription may not vote or hold office in the Academy but may be appointed to committees. 9. All members may subscribe to the publications of the various Divisions at the same rate as paid by the members of those Divisions. The Secretary of each Division shall be provided without charge the official publications of the Academy and of each of its Divisions. Such publications shall be retained in the permanent files of each Division.
CHAPTER II - Election and Tenure of Officers and Councilors 1. The officers shall be elected by the International Council to serve the following terms: a. The Secretary and the Treasurer, whether or not one person holds both offices, shall be elected for a term of four (4) years.
b. All other officers shall be elected for terms of two (2) years.
c. The term of each office shall commence on the first day of the second month following the adjournment of the meeting at which the officer was elected provided, however, that should it be necessary to prevent an unoccupied office an officer shall serve until his/her successor is elected and qualified.
d. The President-elect at the conclusion of his/her term shall become President.
e. A Vice-President may succeed him/herself in office without limitation.
f. The Secretary and the Treasurer, whether or not one person holds both offices, may succeed him/herself in one or both offices without limitation.
g. Except that the offices of the Secretary and the Treasurer may be held by one person, no person shall simultaneously hold two (2) offices. 2. Should any office other than that of President or that of President-elect become vacant, the office shall be filled by the Executive Committee 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 becoming President upon adjournment of the next regular meeting of the lnternational Council. In the event that the office of President becomes vacant at a time when the office of President-elect is also vacant, the Executive Committee shall fill the office of President for the remainder of the term. 3. Those persons who shall be Councilors on the International Council as provided in Article IV, Paragraph 2 of the Constitution, shall be selected by the several Divisions by such procedures as shall be prescribed in their respective bylaws. The number of Councilors that each Division shall select shall be based on the number of members in that Division as reflected on the roll of its members to be kept on file in the office of the Secretary, the ratio of the number of members to the number of Councilors to be as follows: 25 to and including 100 members - 1 Councilor
101 to and including 500 members - 2 Councilors
501 to and including 1000 members - 3 Councilors
1001 to and including 2000 members - 4 Councilors
2001 to and including 3000 members - 5 Councilors
3001 or more members - 6 Councilors
4. Each Councilor shall serve for a term of not less than two (2) years from the date of his/her selection and thereafter until his/her successor shall be selected and qualified. 5. At any meeting of the International Council the Secretary upon the request of any member of the Council present shall report the number of Councilors to which each Division is entitled and if requested read the names of the Councilors from any one or more Division. 6. Should the qualifications of any Councilor to serve on the Council be challenged by any member of the Academy, such challenge shall be submitted in writing to the Secretary accompanied by evidence in writing in support of the grounds of such challenge, and the President after the Secretary shall report to him/her such challenge shall make a ruling supporting or rejecting such challenge which ruling shall be final and binding on all persons and should the ruling support the challenger, the member challenged shall cease to be a member of the Council as of the date of the ruling.
CHAPTER III - Duties of Officers, International Council and Executive Committee
1. The International Council shall formulate policies and shall authorize disbursements of the Academy’s funds, except that the endowed funds of the Academy shall be spent only after specific authorization by a two-thirds majority vote of the voting members present at a general business meeting of the Academy or of those voting when polled by correspondence. The International Council shall have authority to act for the Academy in all matters except those otherwise specifically provided for in the Constitution or Bylaws.
2. The Executive Committee, in addition to other duties provided for in the Constitution or Bylaws, shall prepare a budget for the approval of the International Council and shall make necessary adjustments according to circumstances, provided, however, that the changes are within the framework of the general policies determined by the International Council.
3. The President shall appoint such committees as are necessary for the proper administration of the Academy’s affairs.
4. The duties of each Vice-President shall be to represent the Academy and coordinate the activities of the Divisions in his/her area.
5. The Secretary shall maintain a central office for the transaction of the business of the Academy and for the housing of the Academy’s documents. He/she shall submit to the Executive Committee and to the International Council a report of all transactions.
6. The Treasurer shall collect dues and other funds, disburse monies, and submit to the Executive Committee a financial statement that will be audited by a Certified Public Accountant. The audited report shall be kept permanently. He/she shall also submit an estimated annual budget to the Executive Committee.
CHAPTER IV - Editor
1. The Editor of International Pathology shall be appointed by the International Council for a four (4) year period, effective the January 1 following the appointment.
2. The Editor shall execute editorial policies in conformity with the aims of the Academy and with the general principles formulated by the International Council. There shall be no change in the contractual arrangements with a publisher without the approval of the Executive Committee.
3. The Editor shall submit to the Executive Committee a written annual summary of the activities of International Pathology , including financial, editorial and other affairs. The financial report shall be audited in a manner to be determined by the Executive Committee. The Editor’s report shall be kept permanently in the office of the Secretary.
4. The Editor shall submit an estimated budget in advance of each year’s activities for the approval of the Executive Committee.
5. The Editorial Board shall be appointed by the International Council on the recommendation of the Editor.
CHAPTER V - Meetings
1. The International Council shall approve the location of the International Congresses and regional meetings.
2. An IAP division wishing to host a future International Congress shall submit a written proposal to the Secretary of the IAP at least six years before the requested venue date.
3. The Executive Committee of the IAP shall examine the proposals received and reach a final decision for recommendation to Council at least 5 years prior to the requested date of the International Congress.
4. The proposal shall include recommendations regarding meeting facilities and hotel accommodations for participants and the names of two or more Professional Congress Organizers who have had experience in organizing at least three international medical congresses (with no less than 1,000 active participants at each) and should have suitable recommendations from the organizers of those congresses.
5. A site visit by two IAP Executive officers and the Director of International Congresses will be carried out before final acceptance. Travel and living expenses for members of the site visit team will be budgeted for and paid by the host division.
6. The International Congress budget shall include, among others, provision for:
a. Air transportation to the Congress of the President of IAP and the Secretary of IAP.
b. A complimentary suite for the President of IAP.
c. Complimentary accommodations for the duration of the Congress for:
1) the President-Elect of IAP 2) the Immediate Past-President of IAP, 3) the Secretary of IAP, 4) the Treasurer of IAP, and 5) the Director of International Congresses.
d. A fee of $20 (USD) per active registrant to be included in the International Congress budget as a separate item under Congress expenditure. This fee must be set aside by the local Congress Committee and transferred to the Treasurer of IAP at the conclusion of the Congress.
e. Comprehensive Congress liability insurance coverage for the host division and the IAP. The IAP shall receive a certificate from the host division to this effect.
7. The Executive Committee shall appoint an Organizing Committee for each International Congress to include representatives of the host country.
8. The President of the Academy shall appoint the President for each International Congress.
9. The Organizing Committee for each International Congress shall:
a. Select the specific subjects and the invited speakers.
b. Approve the budget.
c. Appoint a local arrangements committee.
d. Appoint such other committees, as it deems appropriate.
10. The program of each International Congress shall include scientific sessions and exhibits, as well as provide meeting times and facilities for the General Business Meeting, The Executive Committee meetings and the International Council Meeting as required by the President of IAP. 11. All officers of the IAP shall pay registration fees for the International Congress.
12. A loan to facilitate initial Congress planning may be requested by the host Division, the amount to be negotiated with the treasurer of the IAP. 13. Initiation of the loan repayment in full to the Treasurer of the IAP must be accomplished by the first day of the first month following the adjournment of the Congress. 14. The Division wishing to host a future International Congress of the IAP must be able to meet the above requirements and submit a statement to that effect to the Secretary of IAP. 15. The organization of regional meetings shall be substantially similar to that of International Congresses. 16. Registration, course, and other fees collected from International Congresses and regional meetings shall be spent in accordance with the budget approved by the Organizing Committee. At the conclusion of any such Congresses or meetings, the Organizing Committee shall meet to receive a full financial statement. Any surplus funds will be distributed appropriately In such manner, in such amounts, and to such recipients as shall be determined by the Organizing Committee in its uncontrolled discretion provided that any transfer of funds of the Academy must be controlled by the limitation set forth in Article X. of the Constitution of the Academy as amended at the Congress at which this amendment to the Bylaws is presented, and said Article having been Article IX prior to such amendment. The Academy may derive funds from any Congress or other meetings effected under its auspices, subject, however, to negotiation with the Organizing Committee and the restrictions and provisions of the said Article X, formerly Article IX of the Constitution as immediately above explained. 17. At any regular or special meeting of the International Council, each Councilor shall be entitled to vote in person or by written proxy held by a member of the International Council present at such meeting. 18. Without the holding of a meeting, questions to be decided by the International Council or the Executive Committee may be submitted by ballot to the members of the International Council or the Executive Committee, as the case may be, by the President and a majority of votes cast by such ballots and submitted to the Secretary to be received within sixty (60) days after the submission of the ballots shall be decisive.
CHAPTER VI — Committees 1. The President shall appoint a Nominating Committee consisting of the three (3) persons who shall have most recently served as President of the Academy, which committee shall report to the International Council at each of its regular meetings, provided, however, that nominations may also be made from the floor. 2. The President shall appoint a Gold Medal Nominating Committee of three (3) persons of senior standing from at least two (2) Divisions of the Academy, which committee shall nominate one (1) or more candidate(s) for the “Gold Medal of the International Academy of Pathology” to be reported for approval by the International Council, to be awarded at each biennial International Congress of the International Academy of Pathology. 3. The President may, upon his/her own initiative, and shall upon authorization of the International Council, create and appoint such committees as are deemed necessary for the operation of the Academy. (please see Appendix for detailed information)
As amended 15 October 1976, 9 October 1994 and 10 October 2004
By-Laws
This corporation shall be called The International Academy of Pathology, hereinafter referred to as the “Academy”.
ARTICLE II — Objectives The purpose of the Academy shall be the advancement of pathology through:
a. Improvement of methods of teaching pathology in medical schools, laboratories, hospitals and medical museums.
b. Coordination of anatomic pathology, pathologic physiology and comparative pathology with allied sciences and techniques.
c. Promotion of research in pathology and pathologic techniques.
d. The formation of national or larger geographic Divisions.
e. Publication of journals and reports that will afford media, including electronic, for dissemination of the results of work in the above fields.
f. Convocation of meetings and congresses for exchange of scientific information and ideas.
ARTICLE III - Membership 1. Membership shall be international in scope and shall consist of the following categories: regular members, junior members, associate members, sustaining members, emeritus members, and honorary members. These classes shall be defined in the Bylaws. 2. Election to membership shall be by the Council of any Division. Each applicant shall be sponsored by two members of the Academy and the candidate’s application shall be accompanied by a letter of recommendation from each of the sponsors. Election to honorary membership and emeritus membership shall be by the approval of the International Council upon written recommendation from a Division. Any person who is elected to any class of membership by a Division automatically shall be a member of the same classification concurrently in the Academy. Where no Division exists, election to membership will be made by the Executive Committee, nominations being made by two members and sent to the Secretary. ARTICLE IV — Officers, International Council and Executive Committee 1. The officers shall be a President, a President-elect, a Secretary and a Treasurer, and one or more Vice-Presidents, not to exceed four from any continent, as from time to time may be deemed appropriate by the International Council. One person may hold the offices of Secretary and of Treasurer at the same time and shall, when this occurs, be known as Secretary-Treasurer. The officers shall be elected in a manner and shall hold their offices for such term with such right of succession as shall be specified in the Bylaws. 2. The International Council shall consist of the Officers, the most recently retired President, hereinafter referred to as the Past President, and the Councilors. The Editor of International Pathology shall be an ex-officio member of the International Council without the power to vote. The Councilors shall be appointed in the manner and serve for such terms as are specified in the Bylaws. 3. The Executive Committee shall consist of the officers and the Past President. The President of the immediately forthcoming International Congress shall serve as an advisory member without right to vote. The Executive Committee shall have the power to act for the International Council when the latter is not in session.
ARTICLE V - Divisions of the Academy 1. Members residing in one or more nations may be constituted into an administrative subdivision to be known as a Division, as a means of more effectively pursuing the objectives and purposes of the Academy. The territorial area over which a Division shall have jurisdiction shall be the nation or nations in which the applicants reside for the creation of a Division. 2. Application to form a Division may be made to the International Council by ten (10) or more members residing in the area of the proposed Division, which application shall state the name of the Division, the geographical area it is to serve, a copy of the bylaws which will govern it, and the names of the temporary officers and councilors to serve until the organizational meeting. 3. Should a Division contain two or more nations, it can be subdivided into two or more Divisions of one or more nations each upon the approval by the International Council of an application for such subdivision made by ten (10) or more members of each nation desiring to be separated from the Division sought to be subdivided, which application shall contain the same information required for the formation of a Division as provided in paragraph numbered 2 of this Article V. 4. If the International Council shall approve the creation of a Division in either instance, it shall evidence such approval by the adoption of an appropriate resolution prescribing the operations of such Division, the frequency and character of meetings which it shall hold, and the submission of reports thereof and of all scientific and business activities of the Division, and the requirement that operations of the Division shall be In accordance with the Constitution and the Bylaws of the Academy including any amendments in the future thereto. 5. The requirements in the resolution approving the formation of the Division may from time to time be eliminated, amended, or supplemented by new requirements by the International Council. 6. Reports of all scientific and business activities of each Division shall be submitted to the International Council through the Secretary of the Academy. It shall be the responsibility of the International Council, through reviewing these reports and such other reports as may be submitted to it through divisional representatives, to determine that the operations of each Division are being conducted in a manner consistent with the objectives and purposes of the Academy. 7. Applications to form a Division or to subdivide a Division and all reports and other information required of a Division shall be filed with the Secretary who shall promptly present to the International Council all such communications. 8. Upon the failure of a Division to comply with any one of the requirements of the International Council, whether contained in the original resolution approving the formation of the Division or one amendatory or supplementary thereto, after three hundred sixty-five (365) days notice in writing of such default shall have been given the Division by the Secretary, the International Council may dissolve such Division or revoke any powers that may have been delegated to it. 9. The existence of a Division at the time of the adoption of this amendment shall not be affected thereby.
ARTICLE VI - Assemblies 1. The International Council, upon the recommendation of the Executive Committee, may from time to time form groups of members to be known as “Assemblies,” membership in which shall be voluntary and need not be composed of members from one Division; the name of each Assembly and the scope of its interests and activities shall be prescribed by the Executive Committee. 2. An Assembly may be dissolved by the International Council upon the recommendation of the Executive Committee. ARTICLE VII — Meetings 1. The International Congresses of the Academy shall be held every two years at the call of the President at such places and times as are decided by the International Council. Regional meetings of the Academy may be held at the discretion of the International Council. 2. Regular meetings of the International Council shall be held during each International Congress at the place and time designated by the President. 3. A special meeting of the International Council may be called at any time and from time to time by the President or any twelve (12) Councilors. A written notice of each such called meeting shall be sent via air mail to each member of the Council by the Secretary of the Academy not less than sixty (60) days prior to the date of the meeting; the place and time of the meeting to be designated by whomsoever calls the meeting and the notice of the meeting shall specify the place and time it will be held. 4. Regular meetings of the Executive Committee shall be held during each International Congress at the place and time designated by the President. 5. A special meeting of the Executive Committee may be called at any time and from time to time by the President of the Academy or any two other members of the Executive Committee and a written notice of each such called meeting shall be sent via air mail to each member of the Executive Committee by the Secretary of the Academy not less than sixty (60) days prior to the date of the meeting; the place and time of the meeting to be designated by whomsoever calls the meeting and the notice of the meeting shall specify the place and time and reason for the meeting. 6. General business meetings for all members of the Academy shall be held during each International Congress at a place and time designated by the President, and the minutes of each such meeting shall be published in International Pathology . 7. All meetings of the International Council and of the Executive Committee, and all International Congresses, and all general business meetings of the Academy shall be conducted in English and in accordance with Robert’s Rules of Order Revised, Seventy-fifth Anniversary Edition.
ARTICLE VIII — Transaction of Business 1. A quorum at each meeting of the International Council shall consist of twelve (12) members of whom at least one (1) shall be an officer of the Academy and there shall be representatives of a majority of the Divisions, provided that all members of the International Council shall have been notified of the meeting not less than sixty (60) days prior to the date of the meeting, or shall have waived such notice and time of notice by an instrument in writing. 2. A quorum at each meeting of the Executive Committee shall consist of the President or President-elect and nine (9) of its other members, provided that all members of the Executive Committee shall have been notified of the meeting not less than sixty (60) days prior to the date of the meeting, or shall have waived such notice and time of notice by an instrument in writing. 3. A quorum at a general business meeting of the Academy shall consist of the members present of whom at least three (3) shall be officers and four (4) Councilors. ARTICLE IX — Publications 1. The official publication of the Academy shall be entitled INTERNATIONAL PATHOLOGY. 2. Additional publications may be authorized from time to time by the international Council or by any one or more Divisions.
ARTICLE X — Miscellaneous Provisions 1. No part of the net earnings of the Academy shall Inure to the benefit of or be distributable to its members, officers, or other private persons; except that the Academy shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the Academy shall be the carrying on of propaganda, or otherwise attempting to influence legislation except that the opinions of the Academy may be expressed upon professional matters when these become legislative issues; and the Academy shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this Constitution or the Bylaws, the Academy shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 5O1(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law), or (b) by a corporation, contributions to which are deductible under section 17D(c)(2) by the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law). 2. Upon the dissolution of the Academy, the International Council shall, after paying or making provisions for the payment of all liabilities of the Academy dispose of all of the assets of the Academy exclusively for the purposes of the Academy, in such manner, or to such organization or organizations organized and created exclusively for charitable, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law), as it may deem desirable. Any of such assets not so distributed shall be disposed of by the court of appropriate jurisdiction of the country or other political subdivision in which the principal office of the Academy is then located, exclusively for such purposes or to such organization or organizations as said court shall determine to be organized or operated exclusively for such purposes.
ARTICLE XI — Corporate Seal There shall be a corporate seal which shall consist of two concentric circles and between the inner circle and the outer circle shall be the words “The International Academy of Pathology, Inc.” and in the center there shall be pictures of the lamp of knowledge, of a microscope resting on a book, of the globe and at the bottom “I.A.M.M. 1906,” an impression of such seal being made on the margin of this page. (SEAL) ARTICLE XII — Amendments to the Constitution This Constitution may be amended by the approval of two-thirds of the members of the Academy voting thereon by ballot on a form to be prepared by the Secretary and mailed to each member eligible to vote and after being marked by such member shall be returned to the Secretary so that it will be received by him/her not later than sixty (60) days after being mailed by the Secretary, provided, however, that no proposed amendment shall be submitted for adoption unless and until it shall have been first reviewed by the Executive Committee and then approved by the International Council whose approval and a statement of the reasons therefore together with a copy of the substance of the proposed amendment shall accompany each ballot when it is mailed to each member eligible to vote.
BY-LAWS CHAPTER I - Membership 1. Regular Members shall consist of those who possess (a) the degree of Doctor of Medicine or its international equivalent, and a minimum of four (4) years of training and experience in pathology and who have demonstrated an interest in research and teaching, or (b) a doctorate or its international equivalent in veterinary medicine or in dentistry or in an allied biologic science and training, experience, and interests in his/her field equivalent to those required of Doctors of Medicine. 2. Junior Members shall consist of those who possess the degree of Doctor of Medicine, or its international equivalent, and who are actively engaged in formal training in pathology. Junior Membership shall be limited to the period of formal training, not to exceed five (5) years, at which time this membership shall automatically terminate. 3. Associate Members shall consist of those who possess the degree of Doctor of Medicine, or its international equivalent, who are not engaged in pathology or an allied biologic science, but who have demonstrated an active interest in pathology or an allied science, all as shall be determined by the Executive Committee. 4. Sustaining Members shall consist of those members who foster the objectives of the Academy by gratuitous, annual, financial contributions to the Academy. The minimum amount of each such contribution shall be determined by the Council of each Division. 5. Honorary Members shall consist of persons distinguished for eminent service to medicine and especially to the cause of pathology and to the Academy. 6. Emeritus Members shall consist of those who have been in good standing in the Academy and who have attained the age of 65 or who have retired from gainful employment in the medical profession. 7. The annual membership dues of the Academy shall be fixed by the International Council, shall be payable in advance, and shall include a year’s subscription to International Pathology . Members delinquent in payment of dues for two years may be dropped from membership at the discretion of the Executive Committee. Dues shall be payable as follows: Members of a Division shall pay to that Division the joint dues prescribed by the Academy and the Division; the Division shall then pay to the Academy that proportion of such dues which is attributable to membership in the Academy; Members not belonging to a Division shall pay directly to the Academy the dues prescribed by the Academy. 8. Junior and Associate Members shall pay nominal dues determined by each Division. Honorary and Emeritus Members will be exempt from dues. Junior, Associate, Honorary, and Emeritus Members will not receive. International Pathology except by subscription may not vote or hold office in the Academy but may be appointed to committees. 9. All members may subscribe to the publications of the various Divisions at the same rate as paid by the members of those Divisions. The Secretary of each Division shall be provided without charge the official publications of the Academy and of each of its Divisions. Such publications shall be retained in the permanent files of each Division.
CHAPTER II - Election and Tenure of Officers and Councilors 1. The officers shall be elected by the International Council to serve the following terms: a. The Secretary and the Treasurer, whether or not one person holds both offices, shall be elected for a term of four (4) years.
b. All other officers shall be elected for terms of two (2) years.
c. The term of each office shall commence on the first day of the second month following the adjournment of the meeting at which the officer was elected provided, however, that should it be necessary to prevent an unoccupied office an officer shall serve until his/her successor is elected and qualified.
d. The President-elect at the conclusion of his/her term shall become President.
e. A Vice-President may succeed him/herself in office without limitation.
f. The Secretary and the Treasurer, whether or not one person holds both offices, may succeed him/herself in one or both offices without limitation.
g. Except that the offices of the Secretary and the Treasurer may be held by one person, no person shall simultaneously hold two (2) offices. 2. Should any office other than that of President or that of President-elect become vacant, the office shall be filled by the Executive Committee 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 becoming President upon adjournment of the next regular meeting of the lnternational Council. In the event that the office of President becomes vacant at a time when the office of President-elect is also vacant, the Executive Committee shall fill the office of President for the remainder of the term. 3. Those persons who shall be Councilors on the International Council as provided in Article IV, Paragraph 2 of the Constitution, shall be selected by the several Divisions by such procedures as shall be prescribed in their respective bylaws. The number of Councilors that each Division shall select shall be based on the number of members in that Division as reflected on the roll of its members to be kept on file in the office of the Secretary, the ratio of the number of members to the number of Councilors to be as follows: 25 to and including 100 members - 1 Councilor
101 to and including 500 members - 2 Councilors
501 to and including 1000 members - 3 Councilors
1001 to and including 2000 members - 4 Councilors
2001 to and including 3000 members - 5 Councilors
3001 or more members - 6 Councilors
4. Each Councilor shall serve for a term of not less than two (2) years from the date of his/her selection and thereafter until his/her successor shall be selected and qualified. 5. At any meeting of the International Council the Secretary upon the request of any member of the Council present shall report the number of Councilors to which each Division is entitled and if requested read the names of the Councilors from any one or more Division. 6. Should the qualifications of any Councilor to serve on the Council be challenged by any member of the Academy, such challenge shall be submitted in writing to the Secretary accompanied by evidence in writing in support of the grounds of such challenge, and the President after the Secretary shall report to him/her such challenge shall make a ruling supporting or rejecting such challenge which ruling shall be final and binding on all persons and should the ruling support the challenger, the member challenged shall cease to be a member of the Council as of the date of the ruling.
CHAPTER III - Duties of Officers, International Council and Executive Committee
1. The International Council shall formulate policies and shall authorize disbursements of the Academy’s funds, except that the endowed funds of the Academy shall be spent only after specific authorization by a two-thirds majority vote of the voting members present at a general business meeting of the Academy or of those voting when polled by correspondence. The International Council shall have authority to act for the Academy in all matters except those otherwise specifically provided for in the Constitution or Bylaws.
2. The Executive Committee, in addition to other duties provided for in the Constitution or Bylaws, shall prepare a budget for the approval of the International Council and shall make necessary adjustments according to circumstances, provided, however, that the changes are within the framework of the general policies determined by the International Council.
3. The President shall appoint such committees as are necessary for the proper administration of the Academy’s affairs.
4. The duties of each Vice-President shall be to represent the Academy and coordinate the activities of the Divisions in his/her area.
5. The Secretary shall maintain a central office for the transaction of the business of the Academy and for the housing of the Academy’s documents. He/she shall submit to the Executive Committee and to the International Council a report of all transactions.
6. The Treasurer shall collect dues and other funds, disburse monies, and submit to the Executive Committee a financial statement that will be audited by a Certified Public Accountant. The audited report shall be kept permanently. He/she shall also submit an estimated annual budget to the Executive Committee.
CHAPTER IV - Editor
1. The Editor of International Pathology shall be appointed by the International Council for a four (4) year period, effective the January 1 following the appointment.
2. The Editor shall execute editorial policies in conformity with the aims of the Academy and with the general principles formulated by the International Council. There shall be no change in the contractual arrangements with a publisher without the approval of the Executive Committee.
3. The Editor shall submit to the Executive Committee a written annual summary of the activities of International Pathology , including financial, editorial and other affairs. The financial report shall be audited in a manner to be determined by the Executive Committee. The Editor’s report shall be kept permanently in the office of the Secretary.
4. The Editor shall submit an estimated budget in advance of each year’s activities for the approval of the Executive Committee.
5. The Editorial Board shall be appointed by the International Council on the recommendation of the Editor.
CHAPTER V - Meetings
1. The International Council shall approve the location of the International Congresses and regional meetings.
2. An IAP division wishing to host a future International Congress shall submit a written proposal to the Secretary of the IAP at least six years before the requested venue date.
3. The Executive Committee of the IAP shall examine the proposals received and reach a final decision for recommendation to Council at least 5 years prior to the requested date of the International Congress.
4. The proposal shall include recommendations regarding meeting facilities and hotel accommodations for participants and the names of two or more Professional Congress Organizers who have had experience in organizing at least three international medical congresses (with no less than 1,000 active participants at each) and should have suitable recommendations from the organizers of those congresses.
5. A site visit by two IAP Executive officers and the Director of International Congresses will be carried out before final acceptance. Travel and living expenses for members of the site visit team will be budgeted for and paid by the host division.
6. The International Congress budget shall include, among others, provision for:
a. Air transportation to the Congress of the President of IAP and the Secretary of IAP.
b. A complimentary suite for the President of IAP.
c. Complimentary accommodations for the duration of the Congress for:
1) the President-Elect of IAP 2) the Immediate Past-President of IAP, 3) the Secretary of IAP, 4) the Treasurer of IAP, and 5) the Director of International Congresses.
d. A fee of $20 (USD) per active registrant to be included in the International Congress budget as a separate item under Congress expenditure. This fee must be set aside by the local Congress Committee and transferred to the Treasurer of IAP at the conclusion of the Congress.
e. Comprehensive Congress liability insurance coverage for the host division and the IAP. The IAP shall receive a certificate from the host division to this effect.
7. The Executive Committee shall appoint an Organizing Committee for each International Congress to include representatives of the host country.
8. The President of the Academy shall appoint the President for each International Congress.
9. The Organizing Committee for each International Congress shall:
a. Select the specific subjects and the invited speakers.
b. Approve the budget.
c. Appoint a local arrangements committee.
d. Appoint such other committees, as it deems appropriate.
10. The program of each International Congress shall include scientific sessions and exhibits, as well as provide meeting times and facilities for the General Business Meeting, The Executive Committee meetings and the International Council Meeting as required by the President of IAP. 11. All officers of the IAP shall pay registration fees for the International Congress.
12. A loan to facilitate initial Congress planning may be requested by the host Division, the amount to be negotiated with the treasurer of the IAP. 13. Initiation of the loan repayment in full to the Treasurer of the IAP must be accomplished by the first day of the first month following the adjournment of the Congress. 14. The Division wishing to host a future International Congress of the IAP must be able to meet the above requirements and submit a statement to that effect to the Secretary of IAP. 15. The organization of regional meetings shall be substantially similar to that of International Congresses. 16. Registration, course, and other fees collected from International Congresses and regional meetings shall be spent in accordance with the budget approved by the Organizing Committee. At the conclusion of any such Congresses or meetings, the Organizing Committee shall meet to receive a full financial statement. Any surplus funds will be distributed appropriately In such manner, in such amounts, and to such recipients as shall be determined by the Organizing Committee in its uncontrolled discretion provided that any transfer of funds of the Academy must be controlled by the limitation set forth in Article X. of the Constitution of the Academy as amended at the Congress at which this amendment to the Bylaws is presented, and said Article having been Article IX prior to such amendment. The Academy may derive funds from any Congress or other meetings effected under its auspices, subject, however, to negotiation with the Organizing Committee and the restrictions and provisions of the said Article X, formerly Article IX of the Constitution as immediately above explained. 17. At any regular or special meeting of the International Council, each Councilor shall be entitled to vote in person or by written proxy held by a member of the International Council present at such meeting. 18. Without the holding of a meeting, questions to be decided by the International Council or the Executive Committee may be submitted by ballot to the members of the International Council or the Executive Committee, as the case may be, by the President and a majority of votes cast by such ballots and submitted to the Secretary to be received within sixty (60) days after the submission of the ballots shall be decisive.
CHAPTER VI — Committees 1. The President shall appoint a Nominating Committee consisting of the three (3) persons who shall have most recently served as President of the Academy, which committee shall report to the International Council at each of its regular meetings, provided, however, that nominations may also be made from the floor. 2. The President shall appoint a Gold Medal Nominating Committee of three (3) persons of senior standing from at least two (2) Divisions of the Academy, which committee shall nominate one (1) or more candidate(s) for the “Gold Medal of the International Academy of Pathology” to be reported for approval by the International Council, to be awarded at each biennial International Congress of the International Academy of Pathology. 3. The President may, upon his/her own initiative, and shall upon authorization of the International Council, create and appoint such committees as are deemed necessary for the operation of the Academy. (please see Appendix for detailed information)
CHAPTER VII - Amendments to the Bylaws
These Bylaws may be amended by the approval of two thirds of the members of the Academy voting thereon by ballot on a form to be prepared by the Secretary and mailed to each member eligible to vote and after being marked by such member shall be returned to the Secretary so that it will be received by him/her not later than sixty (60) days after being mailed by the Secretary, provided, however, that no proposed amendment shall be submitted for adoption unless and until it shall have been first reviewed by the Executive Committee and then approved by the International Council, whose approval and a statement of the reasons therefore together with a copy of the substance- of the proposed amendment shall accompany each ballot when it is mailed to each member eligible to vote.As amended 15 October 1976, 9 October 1994 and 10 October 2004
