{"id":1528,"date":"2019-03-15T12:06:40","date_gmt":"2019-03-15T19:06:40","guid":{"rendered":"http:\/\/pbpath.org\/?page_id=1528"},"modified":"2026-03-30T12:04:47","modified_gmt":"2026-03-30T19:04:47","slug":"bylaws","status":"publish","type":"page","link":"https:\/\/pbpath.org\/bylaws\/","title":{"rendered":"Bylaws"},"content":{"rendered":"

ARTICLE I – NAME AND PURPOSES<\/strong><\/p>\n

Section 1.01.\u00a0 Name<\/strong>.\u00a0 The name of the organization is Pancreatobiliary Pathology Society.<\/p>\n

Section 1.02. Purpose<\/strong>.\u00a0 The Corporation is organized to foster excellence and collaboration in education, research, and the clinical practice of pancreatobiliary pathology around the world.<\/p>\n

ARTICLE II – AUTHORITY AND DUTIES OF DIRECTORS<\/strong>
\nSection 2.01. Authority of Directors<\/strong>.\u00a0 The Executive Committee is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.<\/p>\n

Section 2.02. Number, Selection, and Tenure<\/strong>.\u00a0 The Executive Committee shall consist of the current officers, the Past President, and chairs of the standing committees.<\/p>\n

Section 2.03. Resignation<\/strong>.\u00a0 Resignations are effective upon receipt by the Secretary of the Corporation of written notification.<\/p>\n

Section 2.04. Regular Meetings<\/strong>.\u00a0 The Executive Committee shall hold at least one (1) regular meeting per calendar year.<\/p>\n

Section 2.05. Special Meetings<\/strong>.\u00a0 Meetings shall be at such dates, times and places as the Executive Committee shall determine.<\/p>\n

Section 2.06. Notice<\/strong>.\u00a0 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.<\/p>\n

Section 2.07.\u00a0 Quorum<\/strong>.\u00a0 A quorum shall consist of a majority of the Executive Committee attending in person or through teleconferencing.\u00a0 All decisions will be by majority vote of those present at a meeting at which a quorum is present.\u00a0 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.<\/p>\n

Section 2.08.\u00a0 Action Without a Meeting<\/strong>.\u00a0 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.<\/p>\n

Section 2.09. Participation in Meeting by Conference Telephone<\/strong>.\u00a0 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.<\/p>\n

Section 2.10.\u00a0 Reimbursement<\/strong>.\u00a0 Executive Committee members shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation\u2019s business are allowed to be reimbursed with documentation and prior approval.\u00a0 In addition, Executive Committee members serving the organization in any other capacity are allowed to receive compensation therefore.<\/p>\n

ARTICLE III – AUTHORITY AND DUTIES OF OFFICERS<\/strong>
\nSection 3.01. Officers<\/strong>.\u00a0 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.<\/p>\n

Section 3.02.\u00a0 Appointment of Officers; Terms of Office<\/strong>.\u00a0 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.<\/p>\n

In the event that the office of the President becomes vacant during the term, the Vice President shall automatically succeed to the office of the President for the remainder of the term. If the Vice President is unable or unwilling to assume the office, the Executive Committee shall appoint a successor to complete the term.\u00a0 Upon completion of their term, the Vice President shall automatically assume the office of President for the following term.<\/p>\n

Section 3.03. Resignation<\/strong>.\u00a0 Resignations are effective upon receipt by the Secretary \/ Treasurer of a written notification.<\/p>\n

Section 3.04.\u00a0 Removal<\/strong>.\u00a0 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.\u00a0 Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.<\/p>\n

Section 3.05.\u00a0 President<\/strong>.\u00a0 The President shall be a member of the Executive Committee of the Corporation and will preside at all meetings of the Executive Committee.\u00a0 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.<\/p>\n

Section 3.08.\u00a0 Paid Staff<\/strong>.\u00a0 The Executive Committee may hire such paid staff as they deem proper and necessary for the operations of the Corporation.\u00a0 The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Executive Committee.\u00a0 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.<\/p>\n

\u00a0ARTICLE IV – INDEMNIFICATION<\/strong>
\nEvery 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\u00a0 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.\u00a0 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.<\/p>\n

ARTICLE V – FINANCIAL ADMINISTRATION<\/strong>
\nSection 5.01.\u00a0 Fiscal Year<\/strong>.\u00a0 The fiscal year of the Corporation shall be January 1 \u2013 December 31 but may be changed by resolution of the Executive Committee.<\/p>\n

Section 5.02. Checks, Drafts, Etc<\/strong>.\u00a0\u00a0 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.<\/p>\n

Section 5.03.\u00a0 Deposits and Accounts<\/strong>.\u00a0 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.\u00a0 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.<\/p>\n

Section 5.04.\u00a0 Investments<\/strong>.\u00a0 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.<\/p>\n

Section 5.05.\u00a0 Contracts.\u00a0 <\/strong>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.<\/p>\n

Section 5.06.\u00a0 Financial Controls.<\/strong>\u00a0 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.<\/p>\n

Section 5.07.\u00a0 Accountability.\u00a0 <\/strong>The financial records of the Corporation shall be subject to review and audit as determined by the Executive Committee.\u00a0 The organization shall adopt, and financial records shall be maintained, in accordance with an approved record retention policy.<\/p>\n

ARTICLE VI – BOOKS AND RECORDS<\/strong>
\nCorrect books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation.\u00a0 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.<\/p>\n

ARTICLE VII – CONFLICTS OF INTEREST<\/strong>
\nSection 7.01.\u00a0 Existence of Conflict, Disclosure.\u00a0 <\/strong>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.\u00a0 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.\u00a0 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.\u00a0 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.<\/p>\n

Section 7.02.\u00a0 Nonparticipation in Vote.\u00a0 <\/strong>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.\u00a0 However, the person may be permitted to provide the Executive Committee with any and all relevant information.<\/p>\n

Section 7.03.\u00a0 Minutes of Meeting.\u00a0<\/strong> 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.<\/p>\n

Section 7.04.\u00a0 Annual Review.\u00a0 <\/strong>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.\u00a0 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.<\/p>\n

ARTICLE VIII – NON-DISCRIMINATION\/HARASSMENT<\/strong>
\n\u00a0Section 8.01.\u00a0 Equal opportunity.<\/strong>\u00a0 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.<\/p>\n

Section 8.02.\u00a0 Discrimination<\/strong> 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.<\/p>\n

Section 8.03.\u00a0 Harassment<\/strong> 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.\u00a0 See section below for reporting.<\/p>\n

ARTICLE IX – WHISTLEBLOWER PROTECTION<\/strong>
\nSection 9.01.\u00a0\u00a0 No retaliation<\/strong>. Consultants and volunteers are encouraged to report any conduct or activities that they believe are inappropriate or illegal.\u00a0 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.<\/p>\n

Section 9.02.\u00a0 Reporting procedures.<\/strong>\u00a0 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.\u00a0 Consultants or volunteers should not report the conduct to anyone who they believe is involved in the conduct.\u00a0 Information reported remains confidential to the extent possible.\u00a0 Failure to report an incident of harassment or discrimination may indicate that the consultant or volunteer does not consider the conduct unwelcome or problematic.<\/p>\n

Section 9.03.\u00a0\u00a0 Investigation<\/strong>. The Corporation investigates all reports and takes appropriate action to correct the situation and \/or to discipline involved parties, including termination.\u00a0 If, after investigation, substantial facts cannot be established, the situation will be monitored for a period of time.<\/p>\n

ARTICLE X – PARLIAMENTARY AUTHORITY<\/strong>
\nMeetings shall be conducted pursuant to general rules of parliamentary procedure, provided such rules of conduct are not inconsistent with these bylaws.<\/p>\n

ARTICLE XI – AMENDMENT OF BYLAWS<\/strong>
\nThese 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.<\/p>\n","protected":false},"excerpt":{"rendered":"

ARTICLE I – NAME AND PURPOSES Section 1.01.\u00a0 Name.\u00a0 The name of the organization is Pancreatobiliary Pathology Society. Section 1.02. Purpose.\u00a0 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 … Continue reading Bylaws<\/span> →<\/span><\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"pmpro_default_level":"","jetpack_post_was_ever_published":false,"footnotes":""},"class_list":["post-1528","page","type-page","status-publish","hentry","pmpro-has-access"],"acf":[],"yoast_head":"\nBylaws<\/title>\n<meta name=\"description\" content=\"ARTICLE I - NAME AND PURPOSES Section 1.01.\u00a0 Name.\u00a0 The name of the organization is Pancreatobiliary Pathology Society. Section 1.02. 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