Constitution and Bylaws

CONSTITUTION

Revised by the Constitution and Bylaws Committee, March 1993 and approved by a quorum of the membership by mail ballot, October 1993.

ARTICLE I: Name
The name of the organization shall be SOCIETY FOR CARDIOVASCULAR PATHOLOGY, INC. Hereafter, the organization shall be referred to as "the Society".

ARTICLE II: Objective
The Society shall exist and be operated exclusively for scientific and educational purposes relating to the study of disorders of the cardiovascular system.

ARTICLE III: Membership
Membership in the Society shall be open to both qualified pathologists and other individuals engaged in activities relating to the objects and purposes stated above.

ARTICLE IV: Officers
Officers of the Society shall be: President, Vice-President, Secretary, and Treasurer.

ARTICLE V: Executive Committee
The Executive Committee shall consist of the President, Vice-President, immediate past President (when applicable), Secretary and Treasurer, which shall constitute the Board of Directors of the Society for purposes of Massachusetts law.

ARTICLE VI: Council
The Council shall consist of the Executive Committee and nine other members at large, elected by the membership, who shall be named Councilors. The Council shall be deemed equivalent to a Board of Directors.

ARTICLE VII: Bylaws
The Constitution of the Society and its provisions shall be carried out according to the Bylaws.

ARTICLE VIII: Amendments
The Constitution may be amended at any regular business meeting of the Society by a simple majority of the members present provided that a Quorum is present and that notice of such proposed change be given to the membership by mail at least 30 days prior to that meeting.

ARTICLE IX: Adoption
This Constitution of the Society for Cardiovascular Pathology, Inc. shall take effect upon its adoption at the First annual business meeting held March 9, 1986 in New Orleans, Louisiana.


BYLAWS

ARTICLE I: Purposes

The purpose of the Society is to support the advancement of the knowledge and practice of, and education and research in, the field of cardiovascular pathology, to stimulate and promote cooperation and exchange of professional information among cardiovascular pathologists and between cardiovascular pathologists and other biomedical scientists and practitioners, to sponsor, develop and promote services and programs which are charitable, scientific, or educational, in order to improve the health and welfare of all persons, provided however, that the corporation shall not engage in the practice of medicine.
This will be accomplished by:
a. Providing a forum for reporting and discussing results of scientific investigations and other matters of importance in the field of cardiovascular disease. This forum may consist of meetings or written communications.

b. Providing an interface between cardiovascular pathologists and other groups representing biomedical scientists and practitioners for purposes of information exchange and professional interactions.

c. Facilitating collaborative investigations.

d. Developing uniform methods, definitions, and diagnostic criteria to be used in Cardiovascular Pathology.

e. Facilitating development and exchange of teaching material for use in undergraduate, graduate and continuing medical education.

f. Delineating Cardiovascular Pathology as a distinct discipline of Anatomic Pathology, but not to establish a board-certified subspecialty.



ARTICLE II: Membership

Section 1: Types of Membership
a. Regular membership:

Membership is open to qualified individuals who engage in the practice of Cardiovascular Pathology through clinical service, research, or teaching.

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

ii. Regular members shall pay dues as specified in the Bylaws.

iii. All persons who were regular members prior to adoption of this Constitution shall retain that status and all privileges and responsibilities pertaining thereto, so long as they remain in good standing.

b. Trainee memberships:

Individuals who are currently in a training program that can be expected to lead them to candidacy for full membership, may become Trainee Members. Trainee Members may submit abstracts for presentation at scientific meetings of the Society, and participate at meetings and other functions, but they may not vote or hold office. They shall pay dues as specified in the Bylaws. Trainee members may apply for regular membership should their professional status change.

c. Emeritus membership:

An individual who has retired from his/her full-time institutional duties and has held regular membership for at least 3 years may, upon written request to and at the discretion of the Council of the Society, be granted Emeritus membership. Dues for Emeritus members shall be waived, exclusive of the subscription for the journal of the Society, Cardiovascular Pathology.



Section 2: Nomination, Election, and Resignation

Candidates for regular membership or trainee membership may be nominated by any regular members in good standing. This procedure shall be initiated in writing through the office of the Secretary. The credentials of the candidate shall be reviewed by the Membership Committee and appropriate recommendations made to the Council. The Council then shall elect to membership those persons deemed to meet the criteria for regular or trainee membership. This election shall be conducted at the meeting of the Council just prior to the annual business meeting. Resignation from the Society should be submitted in writing to the Secretary or to the President.


Section 3: Dues

Membership dues may be established or changed only by recommendation of the Council and confirmation by simple majority vote of the regular members present at the annual business meeting. Failure to pay annual dues for a period of one year shall cause forfeiture of membership. The secretary shall notify the delinquent member of this impending action in writing. Following such notification, the delinquent member shall be given a reasonable period of time to remit the dues. Following forfeiture of membership due to failure to pay dues, reinstatement will be made upon payment of dues.



ARTICLE III: Meetings

Section 1: Regular meetings

Regular meetings shall include scientific and business sessions and shall be held at least once a year. Regular meetings may be held in conjunction with meetings of other professional societies. Authority to establish a relationship and its terms, or to modify an existing relationship to another organization shall reside in the Council.


Section 2: Special meetings

Additional business or scientific meetings of the Society may be called at any time by the President, at the request of Council, or by petition from a quorum of regular members in good standing.


Section 3: Notification

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


Section 4: Scientific program

The format and content of the scientific program of the annual meeting will be determined by the Program Committee in consultation with the Executive Committee. To the extent feasible, the program shall incorporate proposals that have had prior membership approval. Platform and poster presentations must be presented or sponsored by members in good standing. The format and content of special meetings shall be determined in consultation with the officially designated hosts of such meetings.


Section 5: Business meeting

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


Section 6: Order of business

The order of business shall be that ordinarily conducted in meetings of similar societies and shall include, but not be limited to the following:
a. Reading of the minutes of the previous business meeting,
as pre-circulated.
b. Report by President.
c. Report by Treasurer.
d. Reports of each of the Standing Committees (except for Membership Committee and Nominating Committee).
e. Announcements and received communications.
f. Unfinished business.
g. New business including the report of the Membership Committee followed by the election of officers, the announcement of newly elected members, the report of the Nominating Committee (when applicable), followed by the election of officers, the announcement of the next meeting, and the installation of newly elected officers.

The authority on parliamentary procedure at all business meetings shall be "Robert's Rules of Order, Revised." When conflict between the rules and these Bylaws may be found to exist, these Bylaws shall prevail. The chairman of the Constitution and Bylaws Committee will serve as the Parliamentarian.



Section 7: Quorum

The presence of twenty-five percent of all regular members, in good standing, or thirty, whichever is smaller, shall constitute a Quorum and shall be necessary to transact business. A simple majority vote of the regular members present will prevail in all matters.



ARTICLE IV: Officers, Executive Committee, Council, and Standing Committees

Section 1: Officers

a. Election of Officers:

Regular members in good standing are eligible for executive office. Nominees for executive office shall be elected by a simple majority vote of regular members present at the annual business meeting. In addition to those proposed by the Nominating Committee, candidates may be nominated and seconded from the floor during the annual business meeting by any regular member in good standing. The President and Vice-President shall be elected for a term of two years, and may not immediately succeed themselves. The Secretary and Treasurer shall hold office for a two year term and they may succeed themselves. Vacancies of offices, other than the Presidency, shall be filled by Presidential appointment.

b. Duties of Officers:

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

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

The Treasurer: The Treasurer shall be responsible for all receipts and disbursement of monies in the manner usually pertaining to that office. He shall keep such records as will be subject to audit by the Council at its annual meeting. The Treasurer shall be a member of the Finance Committee and shall be bonded. The treasurer shall not disburse monies or be authorized to sign checks in excess of $1,000.00 without the written consent and approval of the Executive Committee.

The Vice-President: The Vice-President shall assist the President, the Secretary, and the Treasurer in the conduct of the business of the Society. The Vice-President shall be Chairman of the Nominating Committee. The Vice-President shall succeed the President upon expiration of the presidential term. Whenever the President, for any reason, is unable to serve in office for an entire term, the Vice-President shall automatically succeed the President, complete the term, and then serve an additional single term of office. The Vice-President shall have all authority pertaining to the office of President, if succession occurs prior to the completion of the presidential term.

c. Executive Committee:

The business affairs of the Society shall be administered by the Executive Committee with the President acting as its chairman. Operating decisions of the Executive Committee that implement an established policy of the Council may be made by the Executive Committee on the basis of meetings, telephonic, electronic, or mail communication. The Executive Committee shall meet at least once per year, usually in conjunction with a meeting of the Council.


Section 2: The Council

a. Duties:

It shall be the duty of the Council to establish the policies upon which the business of the Society is based. Such policies shall be consistent with the stated purposes of the Society. Council will oversee conduct of financial affairs. The duties of Council shall include election of new members, ratification of all contractual arrangements made by officers, and ratification of annual reports of all standing committees. Should the President deem it necessary, decisions regarding the policies of the Society may be made on the basis of a poll of all Council members.

b. Meetings:

The Council shall meet at least once per year and as often as necessary, at the call of the President. The Clerk, Chairs of the Standing Committees, and Editor(s)-In-Chief of the Society publications shall also attend Council meetings. At least one of these meetings shall be held immediately prior to the annual general business meeting.

c. Election and vacancies:

Councilors shall be elected by a majority vote of regular members at the annual business meeting. Nominees shall be regular members in good standing. The Councilors shall be elected in pairs for a term of three years so that two persons will leave Council and two new ones will join it each year. For the first election of Councilors, six will be elected in pairs to serve terms of one, two, and three years, respectively. Councilors can succeed themselves in office. Vacancies shall be filled for the unexpired portion of the term by Presidential appointment. Persons so appointed remain eligible for a full Council term. If a Councilor is elected to another office, that vacancy may be filled by concurrent
election.

d. Quorum:

Seven (7) Council members shall constitute a Quorum. A simple majority of the participants will prevail in all matters, except as otherwise stated.


Section 3: Standing Committees

The following shall be Standing Committees: the Membership Committee, the Nominating Committee, the Program Committee, the Finance Committee, the Publications Committee, and the Constitution and Bylaws Committee.

The President shall appoint the Chairman and Vice-Chairman (where specified) of each standing committee (except as specified otherwise in these Bylaws) with the advice and consent of the Executive Committee, and appoint the committee's members in consultation with the Chairman of the (given) committee. Non-statutory chairmen shall be appointed for 3 years, with the exception of the Chairman and Vice-Chairman of the Publications Committee, who shall be appointed for 5 year terms. When possible, Chairmen shall be appointed from among those who have served previously at least one year on a given committee. Persons who have served partial terms are eligible for reappointment to a full term.

To maintain continuity, the terms of members on all standing committees shall be three years. They shall be "staggered," i.e., each year at least one member shall leave and the same number shall be appointed to each standing committee. To allow the "staggering," the appointments of the members shall be made in the first year of the committees life, for one year, and for two and three years, respectively.

Each standing committee shall be required to meet at least once each year and to submit a written report of activities and recommendations to the Secretary for transmission to Council prior to the annual business meeting. The Chairman of a standing committee may be invited by the President to report and make recommendations briefly to the Council or
general membership at a specified time on its agenda. Each standing committee shall be empowered to establish subcommittees as necessary. The composition and duties of the standing committees shall be as follows:

a. Membership Committee:

Composition:

This committee shall consist of a Chairman whose term shall be 3 years and 3 members with staggered terms of three years, one of whom shall be appointed annually by the President.

Duties:

The committee shall be responsible for the design of an application procedure and form to be approved by Council, for the evaluation of the credentials of candidates, and for correspondence with candidates and their sponsors regarding completion of the application procedure. The Chairman shall be responsible for timely submission of the list of candidates to the Secretary with their professional addresses, institutional affiliation, type of membership applied for, areas of special interest, and a recommendation to Council for approval or disapproval. The application procedure shall, in all instances, be
initiated through the office of the Secretary.


b. Nominating Committee:

Composition:

This committee shall consist of the Vice-President who will be the Chairman, the two most recent past Presidents (when applicable), and three members with staggered terms of three years, one of whom shall be appointed annually by the President.

Duties:

The Nominating Committee shall solicit the membership for suggestions at least six months prior to the next election. Prospective nominees shall be consulted regarding duties and their willingness to serve prior to announcement of candidacy. The Nominating Committee shall submit a list of nominees (prior to the termination of applicable length of term) for the following offices through the Secretary to Council at least three months prior to the annual meeting: Councilors (2), President (if president elect is unable to serve), Vice-President, Secretary and Treasurer.

c. Program Committee:

Composition:

This committee shall consist of a Chairman whose term shall be three years and three members with staggered terms of three years, one of whom shall be appointed annually by the President.

Duties:

1) Plan progress as suggested by the Executive Committee or by a vote of the General Membership. This planning shall include selection and invitation of speakers or other participants after consultation with the Executive Committee. 2) Arrangement of all pertinent details of meetings, such as room rentals, availability of projection and sound systems, etc. 3) Maintain surveillance of meetings and make recommendations to the Executive Committee regarding future programs.


d. Finance Committee:

Composition:

This committee shall consist of a chairman whose term shall be three years, the Treasurer, and three members, with staggered terms of three years, one of whom shall be appointed annually by the President. For the purposes of incorporation of the Society in the Commonwealth of Massachusetts, at least one member of the Finance Committee shall reside in Massachusetts. If either the Chairman of the committee or the Treasurer are residents of Massachusetts, then the Chairman shall designate that person to be Clerk of the Society. If neither the Chairman nor the Treasurer are residents of Massachusetts, then the Chairman shall designate any one of the other members of the committee who is a resident of Massachusetts to be the Clerk of the Society.

Duties:

1) Review the financial statement prepared annually by the Treasurer. 2) Review resources and obligations, actual and projected, including review of annual budgetary projections from all standing committees. 3) Make recommendations to the Council pertaining to setting of dues, appropriation of funds, maintenance of solvency, investment management and fund raising activities.

e. Publications Committee:

Composition:

This Committee shall consist of a Chairman and Vice-Chairman whose term shall be 5 years, the Society Treasurer, the immediate Society Past President the Society Secretary -ex officio, the Society President - ex officio, and 3 members at Large. All members of the Committee other than the Chairman and Vice-Chairman shall serve for 3 years, with the exception of members of the Executive Committee whose terms are defined elsewhere in these Bylaws. The 3 members at Large shall be appointed for staggered 3 year terms, with re-appointment for one additional 3 year term at the discretion of the Society President. The Editor-in-Chief (see below) shall be an ex officio member of the committee.

Duties:

Prior to the establishment of an official Society Journal, the Committee shall oversee the selection of a Publisher, and shall review the contractual relationship between the Society and the Publisher. The Committee shall: 1) Nominate the Editor-in-Chief and Co-Editors, in consultation with the Publisher of the Society Journal, for approval by the Executive Committee; 2) Approve the membership of the Journal Editorial Board upon nomination by the Editor; 3) Oversee and evaluate the Journal on a yearly basis; 4) Monitor the financial relationship between the Publisher, the Journal, and the Society.

a. The Editor-in-Chief:

The Editor-in-Chief (the Editor) of the Society Journal shall be nominated by the Publications Committee, and approved by the Executive Committee in consultation with the Publisher. The Editor shall serve for 5 years; re-nomination for one additional 5 year term is permitted with the agreement of the Publications Committee and approval of the Executive Committee. The Editor shall serve at the discretion of the Executive Committee. In the event that the Publications Committee is dissatisfied with the performance of the Editor, written explanation shall be provided to the Executive Committee for their deliberation and action. The Editor can be terminated prior to the completion of a full 5 year term upon a
vote of the Executive Committee and Council. Two thirds of the entire Executive Committee and Council voting affirmatively shall be deemed sufficient to remove the Editor. If such action is contemplated by the Executive Committee, consultation with the Publisher will be taken, in accordance with the contractual agreement between the Society and the Publisher.

b. Co-Editors:

If deemed necessary by the Editor and/or the Publisher, geographically representative Co-Editors shall be appointed by the Editor-in Chief to serve with the Editor for a concurrent term. Ultimate editorial responsibility for the journal will reside with the Editor, in consultation with the Co-Editors, the Publisher, and the Committee.

c. Other Functions:

All other functions regarding publication activities of the Society shall be performed by the Committee in accordance with contractual agreements between the Society and Publisher(s), directives of the Executive Committee, and these Bylaws, if not otherwise specified.


f. Constitution and Bylaws Committee:

Composition:

This committee shall consist of a Chairman whose term shall be three years and three members with staggered terms of three years, one of whom shall be appointed annually by the President.

Duties:

1) Review annually the Constitution and Bylaws, provide interpretations and make recommendations as deemed necessary for modification thereof. 2) Serve as arbiter of any constitutional questions that arise at the annual business meeting.

g. Ad Hoc Committee:

Such committees may be appointed and charged by the President with the approval of Council, or vice versa.



ARTICLE V: Financial Matters

Section 1: Fiscal calendar

All Fiscal affairs shall be reckoned according to the year beginning January first and ending December thirty-first. Yearly membership fees are due January first.


Section 2: Authority to compensate

No officer of the Society shall receive compensation for his services as such. The Executive Committee may authorize or ratify the payment, to any officer or committee, of reasonable compensation for expenses incurred on behalf of the Society in any capacity deemed necessary or advisable and in the best interests of the Society.


Section 3: Financial report

A report to the membership on the financial state of the Society for the past year shall be made by the Treasurer after the records have been audited by the Council or its representative.



ARTICLE VI: Affiliation

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



ARTICLE VII: Amendments

The Bylaws may be amended at any regular meeting of the Society by a simple majority of the members present or by a majority of those responding to a mail ballot providing the requirements for a quorum are met, and providing that notice of such proposed change been given to the membership by mail at least 30 days prior to the mail poll or to the business meeting, whichever applies.



ARTICLE VIII: Adoption

These Bylaws shall be considered as adopted concurrent with the adoption of the Constitution under article IX thereof.



NOTATION:

The original Bylaws and Constitution of the Society for Cardiovascular Pathology were adopted by majority vote of the membership at the meeting, in New Orleans, on March 9, 1986.

 

ęCopyright, The Society for Cardiovascular Pathology