ARTICLE I – NAME AND PURPOSES
Section 1.01. Name. The name of the organization is Pancreatobiliary Pathology Society.
Section 1.02. Purpose. The Corporation is organized to foster excellence and collaboration in education, research, and the clinical practice of pancreatobiliary pathology around the world.
ARTICLE II – AUTHORITY AND DUTIES OF DIRECTORS
Section 2.01. Authority of Directors. The Executive Committee is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 2.02. Number, Selection, and Tenure. The Executive Committee shall consist of the current officers, the Past President, and chairs of the standing committees.
Section 2.03. Resignation. Resignations are effective upon receipt by the Secretary of the Corporation of written notification.
Section 2.04. Regular Meetings. The Executive Committee shall hold at least one (1) regular meeting per calendar year.
Section 2.05. Special Meetings. Meetings shall be at such dates, times and places as the Executive Committee shall determine.
Section 2.06. Notice. Meetings may be called by the President or at the request of any two members of the Executive Committee by notice mailed, telephoned, or telegraphed to each member of the Executive Committee not less than forty-eight (48) hours before such meeting.
Section 2.07. Quorum. A quorum shall consist of a majority of the Executive Committee attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the members of the Executive Committee is present at said meeting, a majority of the members of the Executive Committee present may adjourn the meeting on occasion without further notice.
Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Executive Committee (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Executive Committee or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Executive Committee or of the committee as the case may be.
Section 2.09. Participation in Meeting by Conference Telephone. Members of the Executive Committee may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 2.10. Reimbursement. Executive Committee members shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Executive Committee members serving the organization in any other capacity are allowed to receive compensation therefore.
ARTICLE III – AUTHORITY AND DUTIES OF OFFICERS
Section 3.01. Officers. The officers of the Corporation shall be a President, Vice President, Past Pres and Secretary/Treasurer; and such other officer(s) as the Executive Committee may determine from time to time in its discretion.
Section 3.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the membership at the annual meeting or by mail/electronic ballot if deemed necessary by the Executive Committee. Any regular member of the Corporation is eligible to hold office. Nominations will be recommended by the Executive Committee; regular members can also offer nominations. A simple majority vote is required to elect the officer. The President, Vice President, and Past President shall serve 2-year terms, and the Secretary/Treasurer shall serve a 4-year term.
Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary / Treasurer of a written notification.
Section 3.04. Removal. An officer may be removed by the Executive Committee at a meeting, or by action in writing pursuant to Section 2.08, whenever in the Executive Committee ‘s judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 3.05. President. The President shall be a member of the Executive Committee of the Corporation and will preside at all meetings of the Executive Committee. The President shall perform all duties attendant to that office, subject, however, to the control of the Executive Committee, and shall perform such other duties as on occasion shall be assigned by the Executive Committee.
Section 3.08. Paid Staff. The Executive Committee may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Executive Committee. The procedures recommended by the Internal Revenue Service (see Part V, 4 of IRS Form 1023 Rev. 10-2004) shall be followed in determining appropriate compensation.
ARTICLE IV – INDEMNIFICATION
Every member of the Executive Committee, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Executive Committee, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Executive Committee, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Executive Committee approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Executive Committee, officer or employee is entitled.
ARTICLE V – FINANCIAL ADMINISTRATION
Section 5.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Executive Committee.
Section 5.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by the President of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Committee or of any committee to which such authority has been delegated by the Executive Committee.
Section 5.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Executive Committee or any committee to which such authority has been delegated by the Executive Committee may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Executive Committee. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
Section 5.04. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Executive Committee in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 5.05. Contracts. The President is authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, provided that the Executive Committee has authorized the contract.
Section 5.06. Financial Controls. The Corporation is committed to maintaining best practices in its financial controls, reporting and record keeping. To that end, proper separation of financial controls shall be maintained including requiring transactions to be authorized by a person(s) other than the person(s) signing or executing the transaction with a third person(s) reviewing financial transactions, including bank statements. The Executive Committee shall ensure that an internal or external audit, as appropriate in conformance with best practices for nonprofit organizations of the same or similar budget size, be performed each year.
Section 5.07. Accountability. The financial records of the Corporation shall be subject to review and audit as determined by the Executive Committee. The organization shall adopt, and financial records shall be maintained, in accordance with an approved record retention policy.
ARTICLE VI – BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Executive Committee.
ARTICLE VII – CONFLICTS OF INTEREST
Section 7.01. Existence of Conflict, Disclosure. Members of the Executive Committee, officers, employees and contractors of Corporation should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Corporation. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any Member of the Executive Committee, officer, staff member or contractor competes or appears to compete with the interests of the Corporation. If any such conflict of interest arises the interested person shall call it to the attention of the Executive Committee for resolution. If the conflict relates to a matter requiring Executive Committee action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Executive Committee, excluding the person who is the subject of the possible conflict.
Section 7.02. Nonparticipation in Vote. The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Executive Committee is meeting. However, the person may be permitted to provide the Executive Committee with any and all relevant information.
Section 7.03. Minutes of Meeting. The minutes of the meeting of the Executive Committee shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.
Section 7.04. Annual Review. A copy of this conflict of interest statement shall be furnished to each member of the Executive Committee or officer, employee and/or contractor who is presently serving the corporation, or who hereafter becomes associated with the corporation. This policy shall be reviewed annually for information and guidance of members of the Executive Committee and officers, staff members and contractors, and new officers and member of the Executive Committee, staff members and contractors shall be advised of the policy upon undertaking the duties of their offices.
ARTICLE VIII – NON-DISCRIMINATION/HARASSMENT
Section 8.01. Equal opportunity. Consultants and volunteers will be recruited without unlawful discrimination due to race, color, age, religion, national origin, sexual orientation, sex disability, veteran status, marital status or any other classification protected by applicable discrimination laws.
Section 8.02. Discrimination against any consultant or volunteer based on race, color, sex, religion, national origin, disability, veteran status, sexual orientation or any other illegal basis is not tolerated.
Section 8.03. Harassment includes verbal or physical conduct that demeans or shows hostility toward an individual because of his/her race, color, sex, religion, age, disability or other illegal basis, conduct that creates a hostile or offensive work environment. See section below for reporting.
ARTICLE IX – WHISTLEBLOWER PROTECTION
Section 9.01. No retaliation. Consultants and volunteers are encouraged to report any conduct or activities that they believe are inappropriate or illegal. The Corporation does not retaliate or punish in any way, including without limitation by firing, demotion, suspension, harassment or failure to consider for promotion, anyone who reports truthful information.
Section 9.02. Reporting procedures. Consultants or volunteers who are subject to, or aware of, inappropriate conduct or activity should immediately report it to his/her supervisor or the Corporation President. Consultants or volunteers should not report the conduct to anyone who they believe is involved in the conduct. Information reported remains confidential to the extent possible. Failure to report an incident of harassment or discrimination may indicate that the consultant or volunteer does not consider the conduct unwelcome or problematic.
Section 9.03. Investigation. The Corporation investigates all reports and takes appropriate action to correct the situation and /or to discipline involved parties, including termination. If, after investigation, substantial facts cannot be established, the situation will be monitored for a period of time.
ARTICLE X – PARLIAMENTARY AUTHORITY
Meetings shall be conducted pursuant to general rules of parliamentary procedure, provided such rules of conduct are not inconsistent with these bylaws.
ARTICLE XI – AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Executive Committee, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Executive Committee waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 2.08.