Constitution & Bylaws

Amended October 2009

CHAPTER I

Section 1: Name

The name of this organization shall be the FLORIDA SOCIETY OF PATHOLOGISTS, INC.

Section 2: Rules of Order

The deliberations of this Society shall be governed by Sturgis’ Standard Code of Parliamentary Procedure, revised, not in conflict with the Constitution or Bylaws of this Society.

The Vice-President shall act as Parliamentarian at regular meetings of the Society.

If the Vice-President is absent, the President shall, if so desires appoint a Parliamentarian to serve as his advisor.

Section 3: Code of Ethics

The Society shall require its members adherence to the Code of Ethics of the American Medical Association.

CHAPTER II

Section 1: Objectives

a.) To represent the interests of patients, the public and pathologists by promoting excellence in pathology services in the State of Florida.

b.) To educate members concerning the latest scientific developments in Pathology and Medicine.

c.) To promote State and National legislative initiatives that will encourage excellence in pathology services and protect medical services for the public in the State of Florida.

d.) To promote collegially and communication among members.

e.) To educate patients, the public and legislative officials concerning the importance of pathology services in the practice of medicine.

f.) To stimulate communication and cooperation with other State, National and International organizations.

g.) To promote scientific investigation among pathology residents in the State of Florida.

CHAPTER III

Section 1: Membership

This Society shall consist of five (5) classes of members.

a.) Regular members

b.) Resident members

c.) Corresponding members

d.) Honorary members

e.) Retired members

Section 2: Regular Members:

Only the following physicians, who resident in the State of Florida, shall be eligible for election to, or continue as, Regular Members in the Society:

a.) Those who hold the degree of M.D. from an accredited school of medicine or D.O. from an accredited school of osteopathic medicine AND

b.) Those who have specialized for a period of at least four years after graduation in the practice of, or teaching of Pathology AND

c.) Those who are licensed to practice medicine as a M.D. or D.O. in the State of Florida AND

d.) Those who dedicate a major portion of their practice to this specialty AND

e.) Those who are Diplomates of the American Board of Pathology, or eligible for admission to the examination of that Board, as certified by said Board.

Section 3: Resident Members

Resident members shall be physicians in the State of Florida who are in a full time approved training program in Pathology or sub-specialty of Pathology. Membership in this category must be changed within two (2) years after completion of training to the appropriate membership category. They shall meet all requirements for regular membership in Section 2, except for four (4) years of practice and full membership in a National society.

Section 4: Corresponding Members

Corresponding members shall include physicians who are practicing pathology whose primary practice is in a State other than Florida, and is a member in good standing of a State society of pathology other than the Florida Society of Pathologists. They shall have no vote at general or special meetings.

Section 5: Honorary Members

Honorary membership shall be awarded by two thirds vote of the Executive Committee to any person demonstrating excellence in their profession or field of study.

Section 6: Retired Members

Retired membership is available to any retired or inactive pathologist residing in Florida, who will document prior active membership in any State pathology society, the CAP, ASCP or other recognized National society of Pathology.

Section 7: Voting and Holding Office Privileges

Only regular members have the privilege of voting and holding office. Resident, corresponding, honorary and retired members shall have no power to vote at general or special meetings, and may not hold an elected office. They shall pay dues and may be appointed to Committees and utilized in any other manner deemed of benefit to the Society. They will be entitled to vote within their respective Committees in matters pertaining to that Committee’s work.

Section 8

For the purpose of this section, Pathology shall be defined as the branch of medicine which may contribute to the diagnosis, treatment, observation, and understanding of the progress of human disease or medical condition by means of information obtained by morphologic, microscopic, chemical, microbiologic, serologic or any other type of laboratory examination.

Section 9

All members shall subscribe to the Articles of Incorporation of the Florida Society of Pathologists and to the Principles of Medical Ethics of the American Medical Association.

CHAPTER IV

Section 1: Application of Membership

Application of membership shall be made on a form authorized by the Executive Committee of this Society and signed by the applicant with the appropriate dues. All applications shall be forwarded to the Executive Director who shall present them to the Executive Committee.

Section 2: Election to Membership

The applicants for all classes of membership shall be submitted to the Executive Committee by the Executive Director. If a majority of a quorum of the Executive Committee votes in favor of the applicant, the applicant’s name shall be published by the Executive Director and distributed to the membership present at the next regular meeting. Election of membership requires three-fourths affirmative vote in favor of membership by the membership present at a regular meeting. If the application is refused, the applicant may resubmit the application at the next annual meeting.

CHAPTER V

Section 1: Officers

The officers of this Society shall consist of a President, President-Elect, Vice-President, Secretary, Treasurer and Immediate Past President. The President-Elect, the Vice-President, the Secretary, the Treasurer, and members at large of the Executive Committee shall be nominated and elected at a regular annual meeting and shall take office immediately following their election.

Section 2: Succession to the President

The outgoing President-Elect shall automatically become President following the election of a new President-Elect.

Section 3: Succession to the Immediate Past President

The outgoing President shall automatically become the Immediate Past President and assume that office immediately following the annual meeting.

Section 4: Terms of Office

The terms of the officers and members at large of the Executive Committee shall be two

(2) years. No member may simultaneously occupy two or more elective offices, with the exception of the President-Elect.

Section 5: Vacancy

During the term of office if such office is vacated by death, removal or resignation, the Executive Committee shall have the power of appointment, by majority vote, to fill said office until the next regular election.

Section 6: Chair of the Nominating Committee

The Immediate Past President will be Chairperson of the Nominating Committee for any given year.

Section 7: Corporate members

For corporate purposes, the President, President-Elect, Vice-President, Secretary, and Treasurer shall be the Trustees of the Florida Society of Pathologists, Incorporated, and shall serve as Chairman, Vice-Chairman, Secretary and Treasurer, respectively, of said corporation.

CHAPTER VI

Section 1: Establishment of Executive Committee

Regular members of this Society shall establish an Executive Committee empowered to act for the membership when the Society is not in session.

Section 2: Composition of Executive Committee

The Executive Committee shall be composed of the Officers of this Society, a minimum of two members-at-large, and a representative of the Florida delegation to the House of Delegates of the College of American Pathologists.

Section 3: Members at Large

Members-at-large shall come from the Regular membership. They shall be

nominated and elected by the Executive Committee at an annual meeting and shall take office following their election. The members-at-large shall have a two-year term.

Section 4: Votes

Each member of the Executive Committee shall have but one vote even though he may hold more than one position.

Section 5: Meetings of Executive Committee

The Executive Committee shall meet at least once a year coinciding with the annual meeting. Other meetings or conference calls may be held as necessary at the discretion of the President. The Secretary shall report minutes of the said meeting to the members of the Society within a reasonable time. Meetings of the Executive Committee are open to all FSP members and Committee Chairpersons are especially encouraged to come.

CHAPTER VII

Section 1: Officers of the Society

The officers of the Society shall consist of a President, President-Elect, Vice President, Secretary, Treasurer and Immediate Past President.

Section 2: President

The President shall discharge all duties which custom and parliamentary procedure demand. He shall preside impartially at all regular and called meetings. He shall appoint official delegates to other professional organizations. He shall appoint all Standing and Special Committee Chairs. He shall be chairman of the Executive Committee and ex-officio member of all other committees. He shall uphold the Constitution and Bylaws and strive earnestly to further the objectives of the Constitution of this Society.

Section 3: President-Elect

The President-Elect shall assume and perform all duties of the President in the event of absence, disability or death and shall be a member of the Executive Committee.

Section 4: Vice President

The Vice-President shall serve on all Standing and Special Committees as directed by the President and shall be a member of the Executive Committee.

Section 5: Secretary

The Secretary shall be responsible for the permanent records of the transactions of the Society and shall give all notices as required by the Constitution and Bylaws of the Society. In conjunction with the Executive Director, he shall have custody and care of all archives belonging to this Society and shall be a member of the Executive Committee.

Section 6: Treasurer

The Treasurer shall be responsible for the correct and permanent copies of the financial records of the Society. In conjunction with the Executive Director, he shall have custody and care of the funds and securities belonging to the Society. He shall deposit the funds of the Society to its credit in such banks and depositories as may be designated by the Executive Committee. He shall sign all checks and drafts in the name of the Society for the withdrawal of funds from such deposits. He shall also keep full books of accounts and shall render a full statement of finances when requested by the Executive Committee. He shall account to the Society at each meeting for all receipts and disbursements. The Treasurer shall not be bonded. The Treasurer may delegate, with the approval of the Executive Committee, to the Executive Director, such duties deemed appropriate. He shall be a member of the Executive Committee. He shall be guided by the restrictions stated in these Bylaws.

Section 7: Immediate Past President

The Immediate Past President shall work closely with the President, President Elect and Vice President to create continuity to functions of the Society and shall prepare a specific list of items required of the incoming president.

Section 8: Duties of the Executive Director

The duties of the Executive Director shall be those usually performed by such officer. The Executive Director shall conduct the headquarters office of the Society, keep accurate records of the Society proceedings and activities, and serve as general custodian of the Society documents and property. The Executive Director shall prepare all checks made in payment of Society obligations with the approval of the Treasurer.

Section 9: Electronic and Postage Votes by Executive Committee

Any action required or permitted to be taken by the Executive Committee may be taken by telephone, mail or email if all the members of the Executive Committee consent to such method in writing or verbally to the Executive Director.

Section 10: Power to Summon

The Executive Committee of this Society shall have the authority and power to summon any member to appear before the Executive Committee. Any member refusing or failing to answer to such summons shall be subject to censure, suspension or expulsion from this Society.

CHAPTER VIII

Section 1: Removal of Officers

Any officer of the Society may be removed from office or membership at any time in accordance with the following procedure.

A petition of Removal from Office may be initiated at any time which will require the signatures of at least thirty members in good standing in the Society. Such a written petition will fully state the alleged causes for removal from office and shall be submitted to the Executive Director.

The Executive Director will certify the signatures on the Petition and refer it to the Executive Committee. The officer being challenged will be excused from all portions of the Executive Committee and general meeting dealing with the Petition. The Executive Committee will hold a hearing on the Petition after informing the officer of the reason for removal, and allowing both the petitioners and challenged officer to present evidence. By four-fifths vote of the total Executive Committee membership, an officer may be removed from office. An appeal may be filed with the Executive Director within 15 days of notice of the official Executive Committee’s action.

A general membership meeting will be called within sixty days of the receipt of written request for appeal. The entire membership will be notified of such a meeting; such notification will include the name of the officer petitioned for removal from office, the stated reasons for removal from office and the action of the Executive Committee. At this meeting in executive session the report of the Executive Committee will be fully discussed. A two-thirds vote of the voting members present will result in the removal of the officer from office.

CHAPTER IX

Section 1: Annual Meeting

The Society will hold at least one annual meeting per year. Other meetings may be held if approved by the Executive Committee. The time and place of the annual meeting and other meetings shall be determined by the Executive Committee. Notice of all meetings shall be provided to all members at least 15 days prior to said meetings

Section 2: Executive Committee Meetings

The Executive Committee shall meet as often as necessary to conduct business of the organization, but shall meet at least once a year coinciding with the annual meeting. Other meetings or conference calls may be held as necessary at the discretion of the President. The Secretary shall report minutes of the meetings to the members of the Society within a reasonable time. Meetings of the Executive Committee are open to all FSP members and Committee Chairs are especially encouraged to attend. A yearly calendar of meetings shall be prepared.

CHAPTER X

Section 1: Quorum at the General Membership Meeting.

Ten percent of the regular members in good standing shall constitute a quorum at the general meeting.

Section 2: Quorum of the Executive Committee

Four members of the Executive Committee shall constitute a quorum at an Executive Committee meeting.

CHAPTER XI

Section 1: Fiscal Year and Dues

The Fiscal Year of the Florida Society of Pathologists shall run from May 1 to April 30 in any given year. Dues and assessment shall be fixed by the Executive Committee and shall be due and payable on the first day of May of each year.

CHAPTER XII

Section 1: Committees

The President shall appoint the Standing Committees and each shall consist of not fewer than three (3) active members.

These Standing Committees are:

a. Executive

b. Constitution and Bylaws

c. Conference Planning/Education/Awards (Includes Public Relations)

d. Membership

e. Finance

f. Governmental and Legislative Relations

g. Nominating

Section 2: Committee Duties

The general duties of the Standing Committees are as follows:

Executive Committee:

The Executive Committee shall be composed of the President, President-Elect, Vice President, Secretary, Treasurer, the immediate past president and members at large of the Society. Each shall hold office for two years and if a vacancy occurs on the Executive Committee the Committee may elect a new Executive Committee member or officer to fill that vacancy for the remainder of the term. The Executive Committee shall be the executive and administrative body of the Society between the scheduled meetings and shall be empowered to enter into contracts and authorize such expenditures as may be necessary to conduct the affairs and business of the Society. In addition, it shall have such powers and authority as may be delegated to it by the membership and provided for in the Articles of Incorporation and Bylaws. The Executive Committee shall review all applications for membership and submit their nominations to the membership of the Society. The Executive Committee shall receive and consider all complaints concerning the conduct of members.

Constitution and Bylaws:

The Constitution and Bylaws Committee shall be responsible for drafting the necessary amendments to the Constitution and Bylaws and presenting them to the Society for comments and approval. This committee should review and revise the Constitution and Bylaws on a regular basis or as needed by the Society.

Conference Planning/Education/Awards:

The Conference Planning/Education/Awards Committee shall have the responsibility to plan the scientific and other programs of the meeting in conjunction with the President and Executive Committee.

The Conference Planning/Education/Awards Committee shall have the responsibility of receiving and evaluating candidates for Florida Society of Pathologist Research Award. The committee shall make its recommendations to the Executive Committee for consideration and action. The committee shall be responsible for soliciting papers from pathology residents in the State of Florida for consideration for the Research Award.

Membership:

To recruit new members for the Society by communication with eligible pathologists practicing in the State and by monitoring the Pathology Residency Programs and encouraging eligible residents to join the Society and participate in its activities.

Finance:

The Finance Committee shall work with the Executive Director to prepare the annual budget for the Society and to assist the Treasurer in any activity when deemed necessary. The Finance committee will be charged with reviewing the financial investments of the Society and making any recommendations regarding long term policy planning. The Finance committee shall include the Treasurer as a member who shall serve as chair of this committee.

Governmental and Legislative Relations:

The Governmental and Legislative Relations committee shall serve as liaison with all organizations and branches of government which through legislative, regulatory or reimbursement policies potentially impact on the practice of Pathology in the State of Florida. The committee shall develop areas of cooperation between members of this Society with State and Federal representatives, organizations, agencies, boards and other societies. The committee shall have the responsibility to inform the Executive Committee and the membership of the Society of activities pertaining to Pathology, which are contemplated or engaged in by State and Federal agencies. The committee shall vigorously oppose nefarious laws and inform legislators and the public on matters pertaining to Pathology. The committee shall represent Pathologists as practitioners of medicine. The Committee shall include at least one (1) member of the Executive Committee as a member.

Nominating:

The Nominating Committee shall select for nomination the President-Elect, Vice President, Secretary, Treasurer, and members at large to the Executive Committee. The Nominating Committee shall be chaired by the immediate past President. The committee will prepare a list of at least one candidate for each elective office and to do so after ample consideration of the prospective officer’s record of attendance, interest, contribution to the Society specifically and pathology in general, and especially the ability and desire for service to his fellow man. The Committee shall also encourage the individual nominations of candidates from the floor. The members of the Nominating Committee shall be Regular members and shall include at least one (1) Regular member of the Society who has not served on the Nominating Committee in recent years. The election will take place at the regular annual meeting. Election to office requires a simple majority of a quorum present at the meeting.

Section 3: Special Committees

Special committees may be appointed at the discretion of the President of the Society.

CHAPTER XIII

Section 1: Resignation

Resignations shall be submitted in writing to the Executive Director who shall present the names to the Executive Committee at its next meeting.

Section 2: Delinquency of Dues

Members in arrears for dues for ninety days may be dropped from membership for non-payment of dues.

Section 3: Reinstatement

Any member dropped for non-payment of dues may be reinstated at the discretion of the Executive Committee.

Section 4: Member Moving Out-of-State

Regular and Resident members moving from the State shall lose their membership in the Society after the expiration of their current dues. If they should return to practice in Florida, they must re-apply as a new member.

Section 5: Disciplinary Actions

For members of the society who are not officers, charges or complaints of unethical or nonprofessional conduct shall be submitted in writing, duly signed by the complainant, and filed with the Executive Director and the Executive Committee. Such complaint shall specifically state the nature of the charges and be accompanied by substantiating data or evidence. The Executive Committee shall notify, in writing, the member so charged of the nature of the complaint or charge at least thirty (30) days prior to any scheduled hearing. The accused member shall have the right to attend such a hearing and present pertinent data on his behalf. The Executive Committee may by a four-fifths vote of its voting membership, censure, or suspend a member. The general membership by a three-fourths vote of a quorum at a regular meeting of Society may expel a member. Any member subjected to such disciplinary action shall have the right to appeal to the general membership at a regular or called meeting of the Society.

CHAPTER XIV

Section 1: Awards

A prize of $500.00 will be awarded to a current Pathology resident from an American Board of Pathology (ABP) approved Pathology Training Program in the State of Florida who is judged to have submitted the best original paper in anatomic or clinical pathology to the Education/Awards Committee. A resident may submit as many papers as they wish to the Chairman of the Education/Awards Committee. Papers to be considered are those representing original research of the applicant in a form suitable for publication in a recognized medical journal. In cases in which there are multiple resident authors of an award-winning paper, the award will be appropriately apportioned. Papers shall not be considered unless the author was a pathology resident at the time of submission of the paper. No member of the Awards committee may vote on a paper submitted if the committee member has an affiliation with the residency program from which the paper was originated. All decisions of the committee are final.

CHAPTER XV

Section 1: Amendments

These Bylaws may be amended by three-fourths vote of Regular members present at any regular meeting provided such amendment has either:

a.) Been read in open meeting at the preceding regular session or

b.) Been mailed, emailed or posted on the FSP website for members at least 30 days prior to such regular meeting.

Section 2

No action shall be maintained to abrogate or suspend any provision of these Bylaws except as specified in the preceding Section 1.