THE BYLAWS OF THE ASSOCIATION FOR PATHOLOGY INFORMATICS, INC
ARTICLE I: NAME AND PURPOSE
Section 1. Name.
The Corporation shall be known as the Association for Pathology Informatics, Inc. (“the Association” or “API”).
Section 2. Purpose.
The Association is organized exclusively for the purpose of carrying out and supporting the charitable, scientific, and educational purposes (within the meaning of Section 501(c)3 of the Internal Revenue Code of 1986, or corresponding section of any future tax code) to promote education, research and development, and clinical practice in pathology informatics. The Association may promote and sponsor educational seminars and publications; conduct continuing medical education courses; sponsor trainee scholarships and grants; formulate standards for practice, education, and research related to pathology informatics; establish cooperative relationships with national and international organizations that have an interest in pathology informatics; and generally provide a forum for education and dissemination of knowledge about pathology informatics and related technologies.
ARTICLE II: MEMBERSHIP
SECTION 1. ELIGIBILITY
Membership shall be open to qualified individuals and corporate, governmental and academic entities sharing the purpose of the Association. The Executive Council shall establish the process and criteria for membership application and review. A member is deemed to be in good standing if she/he is current with all dues and otherwise meets all ethical standards, policies, and procedures of the Association. Any member with delinquent dues or who otherwise fails to meet the Association’s standards shall be declared inactive. Any member may resign by written notice to the Secretary-Treasurer.
SECTION 2. MEMBERSHIP CATEGORIES
(a) Regular members shall be individuals with professional interest in pathology informatics. Only regular members shall have the right to vote, hold office, and sponsor new members. Regular members shall receive whatever benefits are designated by Governing Council.
(b) Associate members shall be individuals in training, including students, residents, and fellows. Associate member shall receive benefits designated by the Governing Council.
(c) The Association may have organizational members, including academic departments and non-profit associations. These sponsors may be recognized in Association publications and will receive Association communication to members, such as newsletters and other benefits designated by the Governing Council.
(d) Corporate members can be direct contributors to the Association, or may join as vendor sponsors through the annual meeting currently known as Pathology Informatics
(e) Emeritus members. A regular or sponsoring member in good standing may apply for transfer to emeritus membership if that person has appropriately modified their professional duties and meets other standards as set by the Governing Council.
(f) Charter members. Regular, sustaining, and associate members who joined API before 2002 shall be designated as Charter members and may receive special benefits determined by the Governing Council.
(g) Sustaining members. Regular, associate, emeritus and charter members may elect to offer additional monetary support through annual financial contributions.
SECTION 3. DUES AND FEES
Membership dues and registration fees shall be determined by the Governing Council, and may reflect different degrees of professional education within a membership category. Sponsorship fees shall be determined by the Governing Council.
ARTICLE III: GOVERNANCE
The Association’s Governing Council, equivalent to a Board of Directors, is the primary governing body. The Governing Council establishes the policies and procedures for the Association. The Governing Council will have the authority to hire employees to assist in the Association’s daily operations, including staffing of an Administrative Office.
ARTICLE IV: GOVERNING COUNCIL
SECTION 1. OFFICERS OF THE GOVERNING COUNCIL
The Governing Council shall consist of the following eleven elected members as set forth in Article IV, Section 4: President, President-elect, Past President, Vice President, Secretary-Treasurer, Program Committee Chair, Program Committee Chair-elect, Technical Standards Committee Chair, Research Committee Chair, Training and Education Committee Chair, and Membership Committee Chair.
SECTION 2. VOTING PRIVILEGES OF OFFICERS
All elected members of the Governing Council shall have voting privileges except the Past President who shall be ex officio except in the case of a tie vote, in which case, she/he may cast the deciding vote, and except as provided in Article IV, Section 5.
SECTION 3. TERMS OF OFFICE
The President, President-Elect, Past-President, Vice President, Program Committee Chair, and Program Committee Chair-Elect shall serve for a term of one year. The President-Elect shall automatically become President in the next year. The Secretary-Treasurer, Technical Standards Committee Chair, Research Committee Chair, Membership Committee Chair, and the Training and Education Committee Chair shall serve for a term of two years. The Secretary-Treasurer and the Training and Education Committee Chair will be elected for terms beginning in even-numbered years; the Research Committee Chair, Membership Committee Chair, and Technical Standards Committee Chair will be elected for terms beginning in odd-numbered years.
SECTION 4. ELECTIONS
(a) Elections for Officers of the Association shall be held once a year. All regular members will be eligible for election to Governing Council positions. The Nominating Committee shall develop a slate of candidates for election to the Governing Council, with at least two candidates for each position except as authorized by a majority vote of the Governing Council. A write-in provision will be available on all ballots submitted to the membership. The Nominating Committee shall work with the Secretary-Treasurer to distribute ballots to members at least 3 months prior to the end of the calendar year. Thirty days after these ballots are distributed to the membership, the Nominating Committee shall close the election. The Nominating Committee will be responsible for the counting of the ballots, and for informing the membership of the results within one month after the election is closed. The nominee who receives the most votes from the members shall be declared elected to that position. In the event of a tie vote for any position or of a discrepancy or challenge to any election, the Nominating Committee shall resolve the matter by a majority vote.
(b) Should a vacancy occur among the elected member to the Governing Council, the vacancy shall be filled in the following manner. If the Presidency becomes vacant, the President-Elect will assume that responsibility immediately and the Vice President will assume the committee responsibilities of the President-Elect until the next election. For a vacancy in any other elected office, the Governing Council will appoint an individual who is not currently on the council to serve in that position until the next election when nominees will be identified for election for the unexpired or new term.
(c) All elections which have occurred prior to the incorporation of the Association shall be valid, and all officers so elected shall hold office for the terms set forth herein.
SECTION 5. REMOVAL OF A COUNCIL MEMBER
Should a member of the Governing Council not meet his/her responsibilities, any two Council members may call for a special meeting of the Governing Council concerning removal of that officer. The officer in question shall have the opportunity to be present and to speak in his/her defense. A concurring vote of six members (which may include the Past President) of the Governing Council will be necessary to remove the officer.
SECTION 6. RESPONSIBILITES OF OFFICERS
The President shall have general direction of the affairs of the Association, shall be the Chief Executive Officer of the Association, shall chair the Governing Council, and shall preside over the annual business meeting of the Association. The Past-President shall serve as a liaison to other societies. The President-Elect will chair the Nominating Committee. The Secretary-Treasurer will chair the Budget and Finance Committee and the Publications Committee and will be responsible for maintaining the financial records, membership rolls, and archives of the Association. The other members of the Governing Council including the Vice President are the chairs of the remaining standing committees of the Association.
SECTION 7. COUNCIL MEETINGS
The Governing Council shall meet as directed by the President, but not less than once a year to conduct the business of the Association. Additional meetings may take place and may be held by teleconference or other electronic means. In any decision requiring a vote (except as stated in Article IV, Section 5) a simple majority of Council members shall carry the vote. A quorum is five voting members of Governing Council, one of whom must be the President or President-Elect. The President may invite other guests to attend Council meetings to address specific issues.
ARTICLE V: COMMITTEES
SECTION 1. STANDING COMMITTEES
(a) The association shall maintain standing committees identified below which are essential to the operation of the Association and which ensure that the Association achieves its goals and objectives of the membership. Each standing committee shall be chaired by an elected officer of the Governing Council, with the exception of the Publications Committee Chair who is appointed by Council.
(b) The standing committees of the association shall be: Program, Nominating, Budget and Finance, Publication, Training and Education, Technical Standards, Research, and Membership.
SECTION 2. PROGRAM COMMITTEE
The Program Committee shallconsist of the Chair, the Chair-Elect, and other members as appointed by Council. The Program Committee works to develop an annual national pathology informatics meeting. The work of the committee in this regard will include development of a call for papers, review and scheduling of abstracts, invitation of speakers, invitation of potential exhibitors, and identification of possible sources of financial support for scientific sessions. The committee will complete its charge in accordance with a budget established by Council.
SECTION 3. NOMINATING COMMITTEE
The Nominating Committee will be chaired by the President-Elect. The other members of the committee will be the President and the Past-President. The Nominating Committee shall be responsible for carrying out the annual election of officer of the Governing Council as provided in Article IV, Section 4.
SECTION 4. BUDGET AND FINANCE COMMITTEE
The Budget and Finance Committee will be chaired by the Secretary-Treasurer. All members of the Governing Council will be members of the Committee. The Council shall develop a budget for the operations of the Association for each fiscal year, including budgets for Committee activities. The Council will determine the investment strategy for the Association’s assets. The Council will set the dues for the various memberships and sponsorship categories and will set registration fees for meetings and activities. The Council will determine the Association’s electronic commerce strategy. The Secretary-Treasurer will be responsible for maintaining the financial records of the Association and for reporting the financial status of the Association to the Governing Council and to the membership.
SECTION 5. PUBLICATIONS COMMITTEE
The Publications Committee will be chaired by the Secretary-Treasurer. The committee will oversee the editorial board and be responsible for publication and indexing of the Journal of Pathology Informatics (JPI)s. The chief editors of JPIwill be appointed by Council. The committee will be responsible for development and maintenance of the Association’s Web site and for general communications to the membership.
SECTION 6. TRAINING AND EDUCATION COMMITTEE
The Training and Education Committee will be chaired by a Council member elected specifically to that position. The committee will recommend the content of training programs in pathology informatics and will fulfill other charges as conveyed by Council.
SECTION 7. TECHNICAL STANDARDS COMMITTEE
The Technical Standards Committee will be chaired by a Council member specifically elected to that position. The committee will make recommendations in areas of pathology informatics that relate to regulatory and legal issues, data standards for security, confidentiality, coding, and reporting, as well as standards and validation of methods for the transfer, sharing and merging of data among institutions. In fulfilling its charge, the committee will, as appropriate, work with other pathology and scientific professional societies as well as with governmental and other regulatory an industry groups. The committee will fulfill other charges conveyed by Council.
SECTION 8. RESEARCH COMMITTEE
The Research Committee will be chaired by a Council member specifically elected to that position. The committee will make recommendations about strategies to enhance pathology informatics research, development, and research funding and will fulfill other charges as conveyed by Council.
SECTION 9. MEMBERSHIP COMMITTEE
The Membership Committee will be chaired by a Council member specifically elected to that position and will have at least two additional members appointed by the Governing Council for two-year staggered terms. The committee will make recommendations about strategies to increase membership in the Association, to attract new segments of the informatics community, and to develop resources of the Association. It will propose and review member benefits and fulfill other charges as conveyed by the Governing Council.
SECTION 10. AD HOC COMMITTEES
The Governing Council may create ad hoc committees as necessary and may appoint any regular member as Chair.
ARTICLE VI: FINANCIAL
SECTION 1. FISCAL YEAR.
The fiscal year of the Association will begin July 1stand run through June 30th.
SECTION 2. DUES AND ASSESSMENTS
The Governing Council shall determine the annual membership dues and sponsorship fees as well as registration fees.
SECTION 3. AUDIT AND REPORTS
The Secretary-Treasurer shall report on the financial affairs of the Association, including the results of audits as requested by the Governing Council.
SECTION 4. DISTRIBUTION OF ASSETS IN EVENT OF DISSOLUTION
Should the Association be terminated for any reason, the residual funds shall be assigned to one or more not-for-profit organizations engaged in similar activities and exempt under Internal Revenue Code Section 501(c)3 or corresponding provisions of any subsequent code.
ARTICLE VII: MEETINGS
SECTION 1. SCIENTIFIC AND BUSINESS MEETINGS
The Scientific meetings of the Association will be held at least annually. Meetings may be held in conjunction with an established national scientific meeting, particularly one relating to pathology informatics. API business meetings will be held in conjunction with one or more of the pathology informatics meetings to discuss matters of interest to the membership.
ARTICLE VIII: AMENDMENTS OT THE BYLAWS
Amendments or changes to the Bylaws may be proposed by a simple majority of the Governing Council or by petition to the Secretary-Treasurer by at least twenty regular members of the Association. The Council will submit such a proposal to a vote of the membership within sixty days. The membership will have forty-five days to respond. A two-thirds majority of those voting will be required to modify the Bylaws provided that at least 10% of the regular members submit a vote. The Secretary-Treasurer will be responsible for counting the ballots and for notification to the Council and to the membership of the results.
Please e-mail or call Nova Smith or contact Governing Council President (Raymond Aller, M.D.) for specific information or comments about API By-Laws:
Nova Smith
Department of Biomedical Informatics
University of Pittsburgh Cancer Pavilion
5150 Centre Avenue, Suite 301
Pittsburgh, PA 15232
OFFICE: 412-623-8382
FAX: 412-623-2814
nms67@pitt.edu
