Bylaws of the Society for Pediatric Pathology
The name of this organization shall be the Society for Pediatric Pathology (“SPP”).
The SPP is incorporated in the State of Rhode Island as a domestic non-profit corporation. The SPP has been recognized as a tax-exempt charitable, educational, and scientific organization, as described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
Section 1. Corporate Mission and Purpose.
The mission and purposes of the SPP shall be as set forth in the Articles of Incorporation, as the same may be amended from time to time, which purposes shall include the following:
- To promote expertise, effective teaching and productive research in the practice of pediatric pathology.
- To assist and promote the development and recognition of resident/fellow training programs in pediatric pathology and work with certifying and accrediting bodies to establish and maintain a means by which pathologists may be certified as having special competency in pediatric pathology.
- To sponsor and promote the education of physicians and others in healthcare related to pediatric pathology.
- To establish and maintain appropriate relationships with other societies and groups of physicians, and other scientists who share professional interests with the SPP.
Section 2. Corporate Powers.
The SPP shall have all the powers, rights and duties normally incident to domestic non-profit corporations and all other rights granted to corporations organized under the Rhode Island Nonprofit Corporation Act, but shall engage only in such activities as are permitted by Section 501(c)(3) of the Code.
The governance and management of the affairs of the SPP shall be vested in a Board of Directors (also referred to as the “Board”), which consists of elected and appointed members (see Article VIII Section 2). The Board elects the SPP officers.
Section 1. Membership categories and definitions.
Categories of SPP membership include Regular, Junior, Affiliate, Emeritus, Honorary, Sustaining, and Life members. Only Regular and Life members have voting privileges.
Regular members are individuals who meet the following criteria:
- Pathologists, other physicians or scientists engaged in the field of pediatric pathology or allied disciplines.
- Maintain status of good standing that includes up-to-date payment of dues.
- The category of Regular Members includes Life Members, a type of membership which closed to new members in 1989.
Regular members shall have the right to vote on the election of candidates to the Board of Directors pursuant to Article VIII of these Bylaws and shall have no other voting rights. Regular members may hold office and serve on committees.
Junior members are individuals who are students, residents, or fellows, after which the Junior member is eligible to become a Regular member. Junior members may serve on committees. They may not vote or hold office.
Affiliate members are individuals who meet the following criteria:
- Fulfills qualifications of Regular member but resides outside the United States and Canada and does not wish to become a Regular member.
Affiliate members may serve on committees. They may not vote or hold office.
Emeritus members are individuals who meet the following criteria:
- Regular member in good standing who requests Emeritus membership due to reaching the age of sixty-five (65) years or for other reasons.
Emeritus members may serve on committees. They may not vote or hold office.
Honorary members are individuals who meet the following criteria:
- Individual has rendered distinguished service or made major contributions in pediatric pathology.
Honorary members may not vote, serve on committees, or hold office.
Sustaining members are individuals who meet the following criteria:
- Individual has made a minimum annual contribution to the SPP of One Thousand Dollars ($1000).
- Individual does not qualify for another membership category.
Sustaining members may not vote, serve on committees, or hold office.
Section 2. Application and approval of new memberships.
Individuals who desire new membership submit an application through the SPP management office. All applications are subject to review.
Section 3. Change of Membership Category.
Individuals who desire a change in membership category submit a request to the SPP office. Requests for change of category are subject to review.
Section 4. Membership dues.
Dues for all categories of membership shall be determined by the Executive Director and Treasurer subject to approval by the Board of Directors. Dues are payable annually. Membership in the SPP will be forfeited by nonpayment of annual dues for a period of one (1) year unless special consideration is requested by the member and approved by the Executive Committee.
Section 5. Membership in the International Paediatric Pathology Association (IPPA).
The SPP is a constituent member of IPPA; accordingly, SPP Regular and Life members are also IPPA members via their membership in the SPP. This is defined in the IPPA Constitution, which is not included in these Bylaws.
Article VI. Funds and Financial Matters.
Section 1. Depositories and Investments.
All revenue belonging to the SPP shall be deposited, invested and managed according to policies adopted by the Board of Directors.
Section 2. Authority to Reimburse.
The Executive Director and/or Treasurer shall be responsible for the proper receipt and disbursement of funds belonging to the SPP.
Section 3. Contracts.
Unless otherwise provided in a resolution by the Board of Directors, the President and/or Secretary shall sign contracts between the SPP and other organizations.
Section 1. Officers.
The officers of the SPP are:
- Immediate Past-President
The Board of Directors elects officers. The President, President-Elect, and Immediate Past-President serve one-year terms beginning during the business session of the Spring Meeting. The Secretary and the Treasurer each serve three-year terms. No officers, other than the Secretary and the Treasurer, may serve more than one consecutive term in office, but they may be re-elected after having been out of that office for a minimum of three (3) years. The Secretary and the Treasurer are elected to three-year terms, renewable at the discretion of the Board of Directors.
Section 2. President.
The President is the chief officer of the SPP and shall preside over all meetings of the Board of Directors, the membership of the SPP, and the Executive Committee. The President shall serve as the Chairperson of the Executive Committee and of the Board of Directors. The President, in conjunction with the President-Elect and appointed SPP committee chairs, is responsible for developing annual goals for SPP committees. The President shall perform all duties normally incident to the office of President and such other duties as may be prescribed by the Board. The President shall assume the office of Immediate Past-President upon the completion of his or her one-year term.
Section 3. President-Elect.
The President-Elect shall succeed the President upon completion of the presidential term or whenever the President, for any reason, is unable to serve for the entire term of office. Along with the President the President-Elect shall be responsible for the annual review and update of the SPP strategic plan. The President-Elect shall collaborate with the President and appointed SPP committee chairs for development of annual charters for SPP committees.
Section 4. Immediate Past-President.
The Immediate Past-President shall serve as the Chair of the Nominating Committee.
Section 5. Secretary.
The Secretary shall assure that minutes are prepared and maintained for all meetings of the Board and the SPP members within thirty (30) days of the meetings, assure that proper notice is given for all meetings of the Board and members, and perform other such duties as may be prescribed by the Board and the President. The Secretary, together with the President or solely, may sign contracts between the SPP and other organizations.
Section 6. Treasurer.
The Treasurer shall be responsible for financial oversight of the SPP in conjunction with the Board, the SPP Executive Director and various SPP committees.
Section 7. Election of Officers.
The Board of Directors elects the SPP officers. The President-Elect, Secretary-Elect and the Treasurer-Elect each shall be elected one year prior to the end of the term of the current President, Secretary and Treasurer. After one year in office, the President-Elect then becomes the President. After one year in office, the President then becomes the Immediate Past-President. The Secretary-Elect and the Treasurer-Elect each may hold another office concurrently, with the exception of President-Elect. If the current Secretary or Treasurer is unable to complete his or her term, the Secretary-Elect or the Treasurer-Elect shall become the successor. The Secretary-Elect and the Treasurer-Elect serve as a nonvoting member of the committees on which the Secretary or Treasurer serves, respectively.
Section 1. Duties.
The Board of Directors governs the SPP. Except as explicitly provided elsewhere in these Bylaws, the Board of Directors shall oversee the affairs of the SPP. Duties of the Board shall include but shall not be limited to the following:
- To elect SPP officers.
- To establish policies with reference to which the business of the SPP is conducted, consistent with the stated purposes of the SPP.
- To oversee the SPP’s financial affairs.
- To review and ratify or reject contractual arrangements made by the President and Secretary.
- To receive annual reports of all standing committees.
Qualifications and responsibilities of Board members include:
- Regular Member of SPP.
- A Board member shall discharge his or her duties as a director, including his or her duties as a member of a committee: in good faith; with the care an ordinarily prudent person in a similar position would exercise under similar circumstances; and in a manner he or she reasonably believes to be in the best interests of the SPP.
- In discharging his or her duties, a Board member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: one or more officers
of the SPP whom the director reasonably believes to be reliable and competent in the matters presented; the Executive Director, legal counsel, public accountants, or other persons as to matters the Board member reasonably believes are within the person’s professional or expert competence; or a committee of the SPP of which he or she is not a member if the Board member reasonably believes the committee merits confidence.
- A Board member is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by the above subsection unwarranted.
- A Board member is not liable for any action taken as a Board member, or any failure to take any action, if he or she performed the duties of his or her office in compliance with the above subsection.
Section 2. Composition of the Board of Directors, Terms, and Term Limits.
The Board of Directors is composed of at least eight (8) members and no more than sixteen (16) members. Eight (8) Board members are elected by the voting membership. Officers are members of the Board of Directors: the President, President-Elect, Immediate Past-President, Secretary, and Treasurer. One (1) to three (3) additional Board members may be appointed or elected.
Section 3. Election and Appointment of Board of Directors.
Eight (8) Board members are elected by the voting membership of the SPP, in groups of two (2) per annual election, in staggered terms, each for a term of four (4) years. The election may be conducted by email ballot or regular mail ballot to all voting SPP members. Candidates who receive a simple majority of the votes cast shall be deemed elected to the Board of Directors provided that completed ballots are received from at least twenty-five percent (25%) of the current voting membership or sixty (60) members, whichever is fewer.
The Board of Directors may elect up to three (3) additional Board members, each for a term of four (4) years in staggered terms as needed, by a simple majority vote of the Board.
A three (3) year interval is required before a Board member who has already served a single term can be re-elected or appointed to the Board again, excluding executive officer positions.
Section 4. Removal of Officers and Board Members.
Any Board member or Officer may be removed by the Board whenever, in the judgment of the Board of Directors and Executive Committee, the removal will serve the best interest of the SPP. The removal shall be by the simple majority affirmative vote of the Board quorum.
Section 5. Vacancies.
Any vacancy occurring on the Board of Directors may be filled by appointment by the President. If an elected Board member is appointed as an officer of the SPP, the President may fill the resulting vacancy on the Board. A Board member appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office but shall remain eligible for election to a full term.
Section 6. Quorum of Board of Directors.
Twenty-five percent (25%) of Board members shall constitute a quorum for the transaction of business at any meeting of the Board, unless otherwise required by law or these Bylaws. The vote of a simple majority of the Board members in attendance at a meeting at which a quorum is present shall be the act of the Board.
Section 7. Board of Director and Officer conflicts of interest.
Board members and Officers are required to disclose conflicts of interest or potential conflicts of interest annually.
Section 8. Annual meeting of the Board of Directors.
There shall be at least one annual meeting of the Board. Notice of the meeting shall be provided to Board of Director members no fewer than ten (10) days in advance.
Section 9. Special meetings of the Board of Directors.
Special meetings of the Board may be called by or at the request of the President or of any two (2) Board members. Notice of any special meeting of the Board shall be given at least five (5) days prior to the date thereof and shall designate the date, time, and location for the meeting; provided however that the President, in an emergency, may call a special meeting upon whatever notice he/she may deem reasonable. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice of such meeting.
Section 10. Action by Board of Directors without meeting.
Any action that may be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Board members with respect to the subject of the action.
Section 11. SPP Representatives on the IPPA Council.
The SPP President and Secretary serve as members of the IPPA Council. Other SPP members may be nominated to and elected to serve on the IPPA Council, as defined in the IPPA Constitution, which is not included in these Bylaws.
Section 1. Executive Committee and Its Duties.
The Executive Committee shall consist of the:
- President, who serves as Executive Committee Chair
- Immediate Past-President
The duties of the Executive Committee include:
- Acting for the Board of Directors in the interim between regular and special meetings of the Board.
- Making operating decisions that implement established policies of the Board.
- Providing strategic leadership for the SPP.
- Leading strategic planning for the SPP.
- Reviewing and approving membership applications.
- Performing an annual review of SPP bylaws, with recommendations for amendments, if necessary, to the Board.
- Making recommendations to the Board regarding the SPP management arrangement and contract.
Meetings of the Executive Committee:
- The Executive Committee meetings are called by the President and include regular on-site meetings at regular SPP meetings and at intervals as determined necessary by the President or other officers by means of a telephone conference circuit or similar communication equipment.
Section 2. Nominating Committee.
The Nominating Committee shall consist of the President-Elect, the President, the two (2) most recent Past-Presidents, and up to two (2) additional members appointed as necessary by the President to perform the duties of the Committee. The Chairperson shall call meetings of the Nominating Committee as needed to fulfill the duties of the Committee. The term for Nominating Committee members is one (1) year.
The duties of the Nominating Committee are:
- To solicit nominations for SPP officers (President, Secretary, Treasurer,) and Board of Directors from the SPP membership.
- To review the nominations from the membership and select candidates.
- To submit a final list of nominees to the Board of Directors for approval at least forty-five (45) days prior to the Spring Meeting.
- To submit the list of candidates approved by the Board of Directors to the membership at least thirty (30) days prior to the Spring Meeting.
Section 3. Other Committees.
The Board of Directors may appoint standing committees or temporary task forces that may include one or more members of the Board and other members of the SPP, as are necessary or desirable for the proper administration of the SPP’s affairs or may facilitate the accomplishment or furtherance of the SPP’s goals, objectives or purposes. These committees will not have the power to expend funds of the organization or make policy except as directed and approved by the Board or Executive Committee. The President, the Treasurer, and the Executive Director or staff person given such authority by the Board must approve budgets for their operation. Similarly, committees of the Board may recommend but not enact policy for the organization.
Committee and task force chairs are proposed for appointment by the Executive Committee and approved for or removed from these positions by the Board.
A Council of Committee Chairs meets with the Board of Directors at Spring and Fall SPP meetings as deemed necessary by the Board.
Section 1. Meetings of the Membership.
A meeting of the membership shall be held at least once each year. Scientific sessions may be held in conjunction with those of other professional societies. Once yearly a meeting will also include a business session.
Section 2. Special Meetings.
Additional business or scientific meetings of the SPP membership may be called at any time by the President, at the request of the Board, 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 SPP membership shall be distributed by first class mail or e-mail to each member in good standing not less than thirty (30) days prior to the designated time of the meeting.
Section 4. Business Meeting.
Each year a portion of at least one regular meeting shall be set aside to consider the business matters of the SPP. Attendance will be limited to members in good standing. Only Regular Members shall be eligible to vote. The President shall determine the agenda and procedure for the meeting.
The agenda for the Business Meeting shall be available to the membership prior to the meeting. The order of the Business Meeting includes, but is not limited to: a summary of previous Business Meeting minutes, as made available in advance; reports by President, Secretary and Treasurer; reports of standing and ad hoc committees; announcements and received communications; unfinished business; new business; announcement of the next meeting; report of the Nominating Committee; announcement and installation of new officers.
Section 5. Quorum and Voting.
The presence of twenty-five percent (25%) of all Regular Members or sixty (60) Regular Members, whichever is less, shall constitute a quorum and shall be necessary to transact business. If a quorum is present, a simple majority vote of Regular Members present will prevail in all matters.
Section 6. Action by the Members Without a Meeting.
The Board of Directors is empowered to submit matters by mail or electronic ballot to the voting membership for action without a meeting. Approval by ballot pursuant to this section shall be valid only when number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting.
Section 1. Non-Payment of Dues.
Membership in the SPP will be forfeited by nonpayment of annual dues for a period of one (1) year unless special consideration is requested by the member and approved by the Executive Committee.
Section 2. Membership Termination.
Any member whose membership has been terminated shall forfeit all rights and privileges in the SPP and shall not thereafter hold himself or herself out as a member of the SPP unless or until he or she is again a member in good standing.
In addition, the Board of Directors upon a two-thirds (2/3) majority vote, may remove any member at such time as the Board of Directors determines that the removal of the member will serve the best interests of the SPP.
The SPP shall in all cases indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an Officer or Director of the SPP or is or was serving at the request of the SPP as a Director, Officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; provided that no indemnification may be provided for any person with respect to any matter as to which that person shall have been finally adjudicated:
- not to have acted honestly or in the reasonable belief that his or her action was in or not opposed to the best interests of the SPP; or
- with respect to any criminal action or proceeding, to have had reasonable cause to believe that his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order or conviction adverse to that person, or by settlement or plea of nolo contendere or its equivalent, shall not of itself create a presumption that such person did not act honestly or in the reasonable belief that his or her action was in or not opposed to the best interests of the SPP or that, with respect to any criminal action or proceeding, such person had reasonable cause to believe that his or her conduct was unlawful. In carrying out its obligations under this section, the SPP shall secure appropriate comprehensive insurance coverage of such types and in amounts as the Board of Directors deems appropriate.
In any instance wherein an Officer or Director is threatened to be made a party to any threatened, pending or completed action, suit or proceeding as set forth above, and it is reasonably foreseeable that such Officer or Director will be entitled to indemnification by the SPP under this section, the SPP may advance the reasonable costs incurred by such Officer or Director in connection with such action, suit or proceeding upon receipt by the Board of Directors of an undertaking by or on behalf of the Officer or Director to repay such amount in the event it is subsequently determined that such Officer or Director is not entitled to indemnification by the SPP under this section.
The SPP shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board, and committees having any of the authority of the Board; and shall keep at its registered office a record of the names and addresses of its members entitled to vote. Any member, or his or her agent or attorney may inspect all books and records of the SPP, for any proper purpose at any reasonable time.
Article XIV. Prohibition Against Sharing in Corporate Earnings, Distribution of Assets Upon Dissolution and Exempt Activities.
No part of the net earnings of the SPP shall inure to the benefit of any Director or Officer of the SPP, or any private individual (except that reasonable compensation may be paid for services rendered to or for the SPP in carrying out one or more of its purposes), and no Director or Officer of the SPP, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the SPP.
Section 2. Distribution of Assets Upon Dissolution.
Any resolution to dissolve the SPP must come from the Board and be presented to the Membership for action at any regular or special meeting of the membership. Upon any dissolution of the SPP, the assets of the SPP remaining after the payment of all its liabilities shall be distributed to one or more organizations, to be identified by the Board in its sole and absolute discretion, that are then described in Section 501(c)(3) of the Code.
Section 3. Legislative and Political Activities.
No substantial part of the activities of the SPP shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the SPP shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 4. Exempt Activities.
Notwithstanding any other provision of these bylaws, no Director, Officer, employee, or representative of the SPP shall take any action or carry on any activity by or on behalf of the SPP not permitted to be taken or carried on by an organization described in Section 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended.
The power to alter, amend or repeal the bylaws or adopt new bylaws is vested in the SPP Board of Directors. The Bylaws may be amended by a simple majority of the Board of Directors present at a regular or special meeting at which a quorum is present. Notice of proposed changes must be given to the Board of Directors by mail or by e-mail at least thirty (30) days prior to the mail poll or Board meeting, whichever applies.
ADOPTED MARCH 7, 1987
AMENDED FEBRUARY 27, 1988
AMENDED MARCH 4, 1989
AMENDED MARCH 16, 1991
AMENDED MARCH 12, 1994
AMENDED MARCH 23, 1996
AMENDED MARCH 1, 1997
AMENDED FEBRUARY 28, 1998
AMENDED MARCH 20, 1999
AMENDED MARCH 3, 2001
AMENDED FEBRUARY 22, 2002
AMENDED FEBRUARY 11, 2006
AMENDED MARCH 1, 2008
AMENDED MARCH 24, 2010
AMENDED MARCH 1, 2014
AMENDED NOVEMBER 29, 2016
AMENDED JANUARY 14, 2020