RPSsmallb/w RENAL PATHOLOGY SOCIETY BYLAWS AND OPERATING MANUAL


BYLAWS OF
RENAL PATHOLOGY SOCIETY, INC

(Incorporation version, 3/96,
modified 11/97, 3/03, 4/04, 11/04)

Article I
Name:
Renal Pathology Society, Inc.

Article II
Objectives:
The objectives of the Society are to disseminate and to increase knowledge about the pathology and pathophysiology of the kidney, and to encourage the development of renal pathology as a subspecialty.

Article III
Membership:
A. Categories of Membership:
1. Regular Member Any holder of a MD, PhD, DVM, or equivalent degree with demonstrated interest and involvement in the field of renal pathology as determined by the Membership Committee using criteria agreed upon by the Board of Directors.
2. Emeritus Member A member over age 65 may become emeritus by requesting this status, in writing, to the Secretary-Treasurer.
3. Junior Member any holder of a MD, PhD, DVM, or equivalent degree with demonstrated interest in the field of renal pathology as evidenced by enrollment in a renal pathology training program or research at the resident or fellow level.
B. Membership Committee: Three members appointed by the President shall serve staggered terms of three years each. The Chair shall be the most senior member.
C. Conferring of Membership: An application form (designed by the Membership Committee and approved by the Board of Directors) must be sent to the Secretary-Treasurer. The Membership Committee will review the applications and recommend approval or disapproval by the Board of Directors. All members of the Renal Pathology Club shall automatically become Regular Members following approval of the Bylaws. However, to retain their Membership, these Charter Members must submit a Membership application form within 3 months after receiving the form from the Membership Committee. Membership can be terminated by written resignation addressed to the President or Secretary-Treasurer.
D. Rights of Members: Only Regular Members have the right to hold office and to vote. Each Regular Member has one vote. All Members have the right to attend the scientific sessions, and to participate in deliberations and discussions at the business meetings. No Member shall use the name, property, or the organization of the Society for personal benefit. Only currently elected officers shall represent the Society in official business.
E. New members will be approved continuously throughout the year as new applications are submitted to the Membership Committee for consideration. The chair and two members will decide whether the applicant can be approved as a member. Only in the case of questions or problems will the application be delayed until those issues can be discussed at the business meeting. The membership will be notified at the next business meeting of the Society of all new members accepted and their corresponding affiliations.

Article IV
Officers:
A. Elected Officers:
1. President Term of office is one year. If the President vacates the office prematurely, the Vice-President succeeds. A President may not succeed him/herself in office.
2. Vice-President/President-Elect Vice-President serves one year as Vice-President and shall succeed as President. If this office is vacated prematurely, the senior Councillor shall become Vice-President.
3. Secretary-Treasurer Term of office is three years, with a maximum of two terms. If this office is vacated prematurely, the President shall appoint a replacement to serve until the next election of officers.
4. Councillors Three councillors serve staggered terms of three years each. If this office is vacated prematurely, the President shall appoint a replacement to serve until the next election of officers.
B. Election of Officers:
Any Society Regular Member is eligible to hold office. Nomination shall be recommended by a Nominating Committee and may be offered from the floor by any Regular Member. Election shall be by mail ballot. A majority vote of the responding members is required to elect an officer.
C. Duties of Each Officer:
1. President The President shall be the principal executive officer of the Society. He/she shall preside at all meetings, serve as Chair of the Board of Directors, and take responsibility as a representative of the Society. The President officially receives donations, bequests, or gifts to the Society on behalf of the Society. The President shall appoint all standing committees, and replacements for Vice-Presidents and Councillors who vacate their offices prematurely. Ad hoc committees shall be appointed by the President. Before finishing his/her term, the President shall select a councillor who must be approved by the membership by a majority vote. The Board of Directors may be called upon to make recommendations for the new councillor.
2. Vice-President The Vice-President, in absence or incapacity of the President, shall perform the duties of the President. Further, the Vice-President shall serve on the Board of Directors.
3. Secretary-Treasurer The Secretary-Treasurer shall keep minutes of the Annual and Board of Directors meetings, distribute notices to members of Society, keep custody of documents of Society (including mortgages, deeds, and contracts that the Board of Directors has approved), serve on the Board of Directors, receive membership applications and dues, keep records of financial documents for governmental agencies, banks or other financial institutions with approval of the President for expenses used solely for the Society. All such disbursements shall be reported at the Annual Meeting.
4. Compensation The Officers shall not be paid for their services and shall not receive any financial benefits from their service as officers of the Society.

Article V
Board of Directors:
A. The Board of Directors shall consist of the current officers (i.e., President, Vice-President, Secretary-Treasurer, and three Councillors), the past President, and Chairmen of the standing committees (i.e., the chairmen of the Auditing [Secretary-Treasurer], Program, Education and Scientific, Nominating and Awards, Membership, Training Programs, Communications and Publications, and Research Committees).
B. The Board of Directors shall:
1. Represent the Society in official business.
2. Carry out the directives and policies approved by the membership.
3. Organize and coordinate all meetings of the Society, in collaboration with the Education and Scientific Meeting Committee.
4. Exert leadership in the development and implementation of scientific programs according to the above stated objectives of Society.
5. Deal specifically with matters related to the incorporation of Society.

Article VI
Standing Committees (to be appointed by President):
A. Program Committee The Committee shall be responsible for the design, organization and conduct of the scientific meeting sponsored by the Renal Pathology Society at the United States-Canadian Academy of Pathology and American Society of Nephrology and shall report to the Board of Directors. The Committee shall be composed of no less than three members.
B. Education and Scientific Committee This Committee shall be responsible jointly with the Board of Directors for design, organization and conduct and other education efforts of the Society, and shall report to the Board of Directors. The Committee shall be composed of no less than three members.
C. Membership Committee (See Article III.)
D. Nominating and Awards Committee This Committee shall consist of three members. The past-President, acting as chair, and two additional acting Regular Members appointed by the current President. It shall be responsible for nominating new officers and selecting recipients for awards.
E. Training Programs Committee This Committee shall encourage broader availability of training opportunities in renal pathology and help to upgrade their quality. Committee activities shall include collection and dissemination of information about training programs and identification and development of sources of support for trainees.
F. Auditing Committee This Committee shall consist of three members. The Secretary-Treasurer, acting as chair, and two additional Regular Members appointed by the current president. It shall be responsible for an annual audit of Society financial affairs.
G. Communications and Publications Committee This Committee shall oversee development of and monitor the Society presence on online computer resources and print publications of the Society.
H. Research Committee This Committee shall plan and implement collaborative research projects involving the members of the RPS.

Article VII
Meetings:
A. Scientific Meetings These meetings shall be held twice annually during the annual American Society of Nephrology Meeting, and U.S. and Canadian Academy of Pathology Meeting. The time and place will be determined by the Board of Directors.
B. Business Meeting This meeting shall be held annually during the ASN meeting. A quorum (i.e. 1/5 of total or 20 Regular Members) must be present to conduct business, but the scientific meeting may proceed in the absence of a quorum.
C. Board of Directors Meeting This meeting shall be held twice annually during the USCAP and ASN meetings.
D. Special Meetings These may be called as deemed necessary by the Board of Directors or President.

Article VIII
Order of Business at the Annual Business Meeting:
A. Determination of quorum
B. Approval of the agenda
C. Previous meeting minutes: Secretary-Treasurer
D. Financial report: Secretary-Treasurer
E. Reports of Committees
F. Old business
G. New business
H. Announcement of new members and officers
I. Adjournment

Article IX
Dues, Fees, and Compensation:
A. Dues The annual dues shall be determined each year by the Board of Directors.
Junior members are not required to pay Society’s dues while in training.
B. Arrears Any member in arrears of dues for more than two years, failing satisfactory explanation, shall be dropped from membership. Such members may be reinstated on approval of the Membership Committee.
C. Compensation No Society officer shall receive compensation for his/her services as such. The Board of Directors, acting by majority vote, may authorize or ratify the payment to any officer or member of reasonable compensation for expenses incurred on behalf of the Society in any capacity deemed necessary or advisable and in the best interest of the Society.

Article X
Amendments:
Amendments to the Bylaws may be suggested in writing to the Secretary-Treasurer by any Regular Member at least two months prior to the Annual Business Meeting. If approved by the Board of Directors, this amendment needs to be accepted by a two-thirds majority mail vote of the Regular Members.

Article XI
Limitations and Dissolution:
A. Limitations on Earnings No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Society's purposes as set forth in Article II.
B. Activities Not Permitted No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporations shall not participate in or intervene in (including the publication or distribution of statements) of any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are a deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
C. Dissolution Upon dissolution of the Society, the assets of the Society shall, after all its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to the National Kidney Foundation if it is still in existence and is an exempt organization under Section 510 (c) (3) of the Internal Revenue Code or any successor section. If the National Kidney Foundation is not so qualified at the time of the dissolution of the corporation, the net assets shall be distributed to a corporation that is exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986 or any successor section which is organized for purposes similar to those set out in Article II of these bylaws.

Operating Manual for the Renal Pathology Society

Vice-Presidential and Presidential Duties and Timeline
The President takes office in January and is responsible for the programs at the USCAP and ASN meetings that take place during the calendar year of his/her tenure. Therefore, a significant number of activities need to be carried out prior to the year in which the office is held. Below is a timeline of the responsibilities required of the RPS president in the year prior to, the year of, and the year subsequent to holding the office.

The individual serving as Vice President is the President-elect with duties to fulfill as follows:

Vice Presidential Year

January
Liaison with the following year’s ASN program committee chair and advocate if necessary to have pathologist named to committee for that year (during which you will be president of the RPS). This is Critical.
a) Communicate with the pathologist on the ASN postgraduate education (PGE) committee for any needed input and/or support- CURRENTLY CYNTHIA NAST
b) Be sure the pathology representative on the ASN program committee is a member of the RPS- CHAIR FOR NEXT YEAR IS LISA GUAY-WOODFORD.
Make sure there is pathology representation on the ASN postgraduate education committee for the following year- WILL BE CYNTHIA NAST FOR NEXT 2 YRS.
a) Be sure this pathologist is a member of the RPS.

Appoint program committee in March or April to begin formulating programs to bring to the ASN (via the PGE committee member); programs usually are due in June.
The USCAP liaison is Fred Silva (the companion meeting is part of the USCAP meeting) and he generally wants the program by July 1.
Be sure the pathology representative on the ASN program committee is a member of the RPS program committee.
a) This pathology representative is the RPS programmatic liaison to the ASN
b) The RPS secretary-treasurer has the past meeting topic and speaker information if that is needed to avoid repeating or overlapping programs.

May
Suggested programs for the ASN RPS Symposium should be ready for presentation to the ASN postgraduate education committee; communicate with the path representative
a) Do not invite speakers yet as the program(s) may be changed
b) The RPS Symposium is considered one of the clinical nephrology sessions (CNC), so goes through the postgraduate education committee first; the PGEC will then submit the program to the ASN program committee.
The CPC/Biopsy Conference is also a CNC – PGE rep will make sure it is planned

July 1
USCAP needs the program title, speaker names and topics for the following year’s Companion Meeting from the program committee chair- Program Committee
KUFA symposium planning for USCAP – Scientific Committee responsibility

October/November
Make sure the ASN RPS Symposium was presented to the ASN program committee.
Make sure USCAP evening session is not on Sunday night (conflict with RPS dinner).

November
The ASN program committee representative should know what the final program is.
a) The ASN makes all subsequent arrangements for the program.
Handouts are due to the USCAP for the Companion meeting.

November/December
Appoint chairs and members of other committees.
a) Committee terms start January 1.
b) It is useful to give specific charges and tasks for committee chairs to accomplish. Request written reports from Chairs of Committees to be submitted to the President and Secretary-Treasurer 4 weeks prior to the start of the USCAP and ASN meetings.
c) The Nominating and Awards Committee is chaired and selected by the immediate past president and is not appointed by the incoming president. This committee selects the Churg awardee, the Young Investigator awardee and the new Councilor to run for election.

Presidential Year

January-February
The RPS president is the liaison to the ASN president for administrative functions.
Prepare agenda for the RPS Board of Director’s meeting at the USCAP and send it to all Board members for their input prior to the meeting. Review written reports from Committee chairs.
Prepare agenda for the RPS business meeting at the USCAP (sample attached).

February-March
USCAP meeting takes place.
a) Companion meeting takes place on Sunday morning, run by chair of program committee.
b) Run Board of Directors meeting (usually 5 pm Sunday).
c) Run RPS business meeting (usually 6 pm Sunday).
d) RPS reception and dinner on Sunday night; may have brief announcement.

September
Prepare agenda for the RPS Board of Director’s meeting at the ASN and send it to all Board members for their input prior to the meeting.
Prepare agenda for the RPS business meeting at the ASN.

October-November
ASN meeting takes place.
a) Run Board of Directors meeting.
b) Run RPS business meeting.
c) RPS reception.
d) Several RPS sponsored scientific and teaching sessions.

Appoint Nominating and Awards committee for following year.
a) Begin discussion of the Churg award recipient.

Additional responsibilities – liaison with KUFA, European/Asian societies

Post-Presidential Year

The duties of the past-President relate to the role of the Nominating and Awards committee of which the past-President is the chair.

January-February
Finalize the Churg awardee and transmit the name to the secretary-treasurer.
Finalize the Young Investigator awardee and transmit name to the secretary-treasurer
This includes abstracts from the prior year ASN and current year USCAP
Select candidates for Councilor for upcoming election. Forward names to the secretary-treasurer.

February-March
Present Churg award and Young Investigatory award at the RPS dinner held at the USCAP meeting.

August-September
Review abstracts when available for Young Investigator’s award if enough and a second award is to be given at the ASN (usually not).

October-November
Present the Young Investigator’s award at the RPS business meeting at the ASN meeting if one is to be given.

 



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Last Modified: February 24, 1998 11:25:12 AM