RENAL PATHOLOGY SOCIETY
BYLAWS AND OPERATING MANUAL RENAL PATHOLOGY SOCIETY
BYLAWS AND OPERATING MANUALBYLAWS 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.