BYLAWS of the
MICHIGAN SOCIETY OF PATHOLOGISTS
(As revised April, 2000 and amended December, 2007 & December 2008)
ARTICLE I: NAME.
The name of this Society shall be the “Michigan Society of Pathologists, Incorporated” a non-profit corporation under the laws of the State of Michigan.
ARTICLE II: PURPOSE. (Amended 12-6-08)
The purpose of this Society shall be to empower Michigan pathologists through advocacy, education, research and excellence in the practice of pathology and laboratory medicine.
ARTICLE III: ETHICS.
The ethics of the Michigan Society of Pathologists shall be in accord with the Principles of Medical Ethics of the American Medical Association.
ARTICLE IV: MEMBERSHIP. (Amended 12-1-07)
Section 1. Classes and Application
There shall be four (4) classes of membership: Active, Associate, Resident and Honorary.
A. An Application for Active, Associate and Resident Membership shall be on an official Society form as adopted by the Board, and shall include endorsement by two (2) Active members.
B. An application for any change in membership status or membership reinstatement shall be made in writing to the Executive Director stating the reasons for the request. A Resident member desiring to become an Active member shall be eligible to do so upon completion of an approved training program and meeting the requirements of Active membership.
ARTICLE V: OFFICERS AND BOARD OF TRUSTEES.
Section 1. Management (Amended 12-6-08)
A. The management of this Society shall be vested in a Board of Trustees, consisting of the President, President-Elect, Immediate Past-President, Secretary-Treasurer, three (3) additional members to be called Trustees, plus the Chairs of the Standing Committees and non-voting Resident members, appointed by the President.
B The President-Elect and the Secretary-Treasurer shall be elected for a term of one (1) year at each Annual Meeting. Effective 2009, at the annual meeting in each odd-numbered year, the President-Elect shall be elected for a term of two (2) years and then automatically become President of the Society for a term of two (2) years.
C. One Trustee shall be elected at each Annual Meeting to serve a term of three (3) years. A Trustee shall not be eligible to serve more than two (2) consecutive terms. Newly elected officers shall assume office immediately upon election.
Section 2. Vacancies
The Board of Trustees shall have power to fill such vacancies as may occur in its membership, among the offices and in Standing Committees of the Society. An appointment to fill such a vacancy shall terminate at the next Annual Meeting.
Section 3. President
A. The President shall preside at all meetings of the Board of Trustees and of the membership, and shall appoint such ad-hoc committees deemed necessary for the orderly conduct of the business of the Society during the President’s term of office. The President shall provide a report of the activities of the Board of Trustees to the membership at each business meeting.
B. The President shall submit names from the Active Membership to: the College of American Pathologists (CAP) for delegate consideration, shall appoint a counselor and alternate counselor to the American Society of Clinical Pathologists (ASCP), shall appoint a delegate to Michigan State Medical Society, and upon request, shall appoint representatives to serve on Boards or Committees of other societies and institutions.
C. Upon inability of a President to complete the term of office, the President-Elect shall assume the responsibilities of the President and the Board of Trustees shall be brought to full strength by appointment of an additional Trustee.
Section 4. President-Elect
The President-Elect shall, for the term to which elected, assume the customary duties of a Vice-President, shall assist the President as requested and shall preside at meetings in the absence of the President.
Section 5. Secretary – Treasurer
The Secretary-Treasurer shall keep the minutes, correspondence and financial records the Society, shall attend all meetings of the Board of Trustees and Membership, and shall give a report of the financial status of the Society to the Membership at each Annual Meeting and to the Board of Trustees at each Board meeting.
ARTICLE VI: INDEMNIFICATION.
Section 1. Eligibility
The Board of Trustees may indemnify any person for any liability, claim or expenses incurred or to be incurred, by reason of the fact that such person was or is a trustee, officer, agent or committee member of the Society, if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Society or its members and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 2. Determination
A. The decision whether to indemnify and the extent and terms of such indemnification shall be made by the Society on a case by case basis upon a determination that indemnification of the trustee, officer, agent or committee member of the Society is proper in the circumstances because the person has met the applicable standard of conduct; provided, however, such indemnification shall not be broader, or more inclusive than permitted by law, either at the time of the act or omission to be indemnified against, or at the time of carrying out such indemnification. This determination shall be made in the following way:
1. By a majority vote of a quorum of the Board consisting of trustees who were not parties to the action, suit or proceeding.
2. If the quorum described in Subsection (1) is not obtainable, then by a majority vote of a committee of trustees who are not parties to the action. The committee shall consist of not less than two (2) disinterested trustees.
3. If a majority vote of the Committee described in Subsection (2) is not obtainable, then by a majority vote of a quorum of the active membership.
4. If a majority vote as described in Subsection (3) is not obtainable, then by independent legal counsel in a written opinion.
B. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Society in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the trustee, officer, agent, or committee member of the Society to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the Society. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made, but need not be secured.
ARTICLE VII: STANDING COMMITTEES.
Section 1. Membership (Amended 12-1-07)
The Membership Committee shall consist of the President-Elect, who shall serve as Chair and not less than two (2) Active members appointed by the President on an annual basis. This Committee shall use its best efforts through an organized campaign to enlist new members and to encourage renewal by former members.
Section 2. Nominating (Amended 12-6-08)
A. The Nominating Committee shall consist of the current President, President-Elect and Immediate Past President. At each Annual Meeting it shall be the duty of the Nominating Committee to recommend a slate of candidates for the offices of President-Elect, Secretary-Treasurer and Trustee(s). When such offices will be elected, the Committee shall also suggest members to chair the Standing Committees.
B. In preparing its slate of candidates for the Board of Trustees, the Nominating Committee shall give careful consideration to the necessity for representation from the various geographic areas of the state.
C. The slate of candidates presented by the Nominating Committee shall be a recommendation only and shall not preclude nomination from the floor by any Active Member.
Section 3. Legislative and Current Issues
The Legislative & Current Issues Committee shall review legislative issues and matters of current interest to the practice of pathology. The Chair shall be appointed on an annual basis by the President.
Section 4. Education (Amended 12-6-08)
A. The Education Committee shall consist of not less than three (3) Active members. The Chair and members of the committee shall be appointed on an annual basis by the President.
B. It shall be the duty of the Education Committee to plan the educational meetings of the Society.
Section 5. Provider Relations and Reimbursement (amended 12-1-07)
The Provider Relations and Reimbursement Committee shall consist of not less than three (3) Active members appointed by the President on an annual basis. This Committee serves as a link between members and third party payers and shall work to resolve payment and policy issues raised by members.
Section 6. Website (Amended 12-6-08)
The duties of the Website Committee shall be to (1) interact with the webmaster to provide content of interest for the members, (2) add links as appropriate to other professional sites, and (3) enable on-line payment of dues and registration fees.
ARTICLE VIII: MEETINGS.
Section 1. Annual Meeting
The Annual Meeting of the Society shall be held in the month of December on a date designated by the Board. Additional Business Meetings shall be held during the months of April or May on a date as designated by the Board. The Board of Trustees may, at its discretion, cancel or designate an alternative date for a Business Meeting, provided the membership is notified eight weeks in advance. There shall be a minimum of two Business Meetings, including the Annual Meeting, during each calendar year.
Section 2. Special Meetings
A Special Business Meeting of the Society may be called by the Secretary-Treasurer upon request of the Board of Trustees or upon written request by ten (10) Active Members in good standing, provided at least seven (7) days advance notice is given to the membership.
Section 3. Board Meetings
A. A regular meeting of the Board of Trustees shall be held before each Business Meeting of the Society.
B. Provided four (4) days notice is given, a special meeting of the Board of Trustees may be called by the Secretary-Treasurer upon the request of the President or, in the President’s absence, of the President-Elect.
Section 4. Order of Business (Amended 12-6-08)
The order of business at meetings of the Society shall be determined by the President unless an objection is raised by the Board.
Section 5. Rules of Procedure
All meetings of the membership and the Board of Trustees shall be conducted in accordance with parliamentary procedure as outlined in the most recent edition of Robert’s Rules of Order.
Section 6. Quorum (Amended 12-6-08)
A. Twenty-five (25) of the Active members of the Society shall constitute a quorum for the transaction of business at meetings of the Society.
B. Six (6) members of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 7. Voting
If a quorum is present, a simple majority of those eligible to vote shall prevail at any meetings of the Membership of Board of Trustees, except as provided in Article IX, Section 3; Article X, Section 2; and Article XI, Section 1.
ARTICLE IX: FINANCES.
Section 1. Budget (Amended 12-6-08)
Each year the Executive Director shall prepare a budget for the next calendar year to be adopted by the Board. The adopted budget shall then be made available to the membership at the Annual Business Meeting.
Section 2. Dues (Amended 12-6-08)
A. The annual dues for the various categories of membership in this Society shall be recommended by the Board of Trustees and approved by a simple majority of members present and eligible to vote at an Annual Meeting of the Society. Once established the dues shall remain unchanged until a subsequent recommendation is made and approved. Provision shall be made for a reduction in dues for individuals elected to the Society at times other than the Annual Meeting.
B. Dues are payable on January 1 each year. Only members who have paid dues are eligible to vote at meetings of the Society.
Section 3. Special Assessment (Amended 12-6-08)
Any deficit incurred or anticipated may be met by special assessment approved by two-thirds (2/3) vote of the members present and eligible to vote at a meeting called for such purpose. Those who do not pay the assessment within ninety (90) days shall be dropped from the membership.
Section 4. Audit (Amended 12-6-08)
An audit or review of the Society’s finances shall be ordered by the Board as frequently as desired but, at least, once every five (5) years.
ARTICLE X: EXPULSION.
Section 1. Charges
A. Charges against a member shall be submitted in writing to the Secretary-Treasurer who shall apprise the Board of Trustees of the complaint. The Board shall thereupon conduct, or have conducted, such investigation of the charges as it deems necessary. If, after such investigation, the Board considers further action warranted, a copy of the charges against the member, together with a written notice of a hearing thereon by the Board of Trustees at the time and place specified in such notice, shall be delivered personally, or shall be mailed to the member’s last known address, at least thirty (30) days before the date of such hearing.
Section 2. Vote
Following this hearing, if the Board of Trustees favors expulsion of the member, the question shall be referred to the membership at the next regular Annual or Business Meeting, and the member shall be expelled up affirmative vo