By-Laws

ADDENDUM to the by-laws of the A. James French Society of Pathologists

By-Laws Addendum:

This addendum to the by-laws of the A. James French Society of Pathologists is to recognize the use of our assumed name; University of Michigan Pathology Alumni Society — UMPAS.  This assumed name was approved by the Executive Officers, and Board Members and was adopted by the Membership of the Society in December 2016.

The State of Michigan Department of Licensing and Regulatory Affairs Corporation recognized and approved our application in December 2016 to "do business as" (DBA) using the above-assumed name.

Therefore, effective with the calendar year 2017 we will begin using UMPAS when transacting all business affairs.

PREAMBLE

We, the pathologists who have received our training under the direction of A. James French, M.D., wish to acknowledge our gratitude for his teachings, guidance, and leadership and do hereby express our desire to form a society in his name.

ARTICLE I – NAME

The name of the organization shall be the The A. James French Society of Pathologists

ARTICLE II – PURPOSE

The purpose of this Society shall be to honor and perpetuate the ideals and precepts in pathologic science and education as exemplified by the life and teachings of A. James French, M.D., by:

2.1 Providing an annual opportunity for the continuing education of the members.
2.2 Promoting the fellowship of the members.
2.3 Fostering clinical investigation in pathology by residents in training.

ARTICLE III – NATURE OF THE SOCIETY

The Society is not organized for profit and no part of the net earnings shall accrue to the benefit of any private member or individual.

ARTICLE IV – MEMBERSHIP

The A. James French Society shall consist of the following categories of membership:

4.1 Active Membership

Persons eligible for active membership are those pathologists who: have had a professional relationship with A. James French, as a colleague, faculty member, resident or professional associate; or, who identify with the Department of Pathology at the University of Michigan or with the purposes of the Society.

4.2 Honorary Membership

The Society may admit individuals of distinction in Medicine, or other professions who have contributed to or have displayed an active interest in the Society.

4.3 Senior Membership

Senior membership status may be conferred by the Governing Board to those active members who age, duration of service, and other pertinent factors qualify them for senior membership. Senior members retain all the rights, privileges and responsibilities of other active members.

4.4 Resident Membership

Residents trained by active Society members and accredited Pathology Resident Programs shall be eligible for resident member status. No dues will be charged to resident members. These resident members will be eligible for active membership upon completion of their residency and fulfillment of active membership requirements.

4.5 Terms of Membership
a. Membership is effective upon payment of the initiation fee and election by the members. The membership shall be renewed annually. Charter membership status will be extended to those who have paid their initiation fees on or before 31 December 1987.
b. Membership shall be terminated by resignation or persistent failure to pay dues.

ARTICLE V – ORGANIZATION

5.1 Governing Board
a. The society shall be governed by a Board of Directors consisting of a President, President-Elect, immediate Past President, Secretary-Treasurer, and three Members-at-large and a former or current chief resident from the Department of Pathology at the University of Michigan. The Governing Board shall receive, endorse or not endorse all applications for new Active members and Honorary members; shall elevate members to senior membership as appropriate; shall revoke membership as necessary; and, shall approve the expenditure of funds. All matters not specifically covered in the Constitution or By-Laws are to be presented to the Governing Board for consideration, recommendation or action.
 

5.2 Officers
a. President -The President is elected biennially, first as President- Elect, then shall assume the Office of the President two years later. The term as President is for two years; the President shall serve on the Governing Board as Past President for two additional years.

b. President-Elect -The President- Elect shall be elected biennially from the active membership by a majority vote of the membership. The President-Elect shall function as Vice President in the year of election and shall assume the Office of President two years later.

c. Secretary-Treasurer -The Secretary-Treasurer shall be elected from the active membership by a majority vote of the membership for a term of two years.

d. Executive Secretary -The Executive Secretary is appointed by the board for an indefinite term.

e. Members-at-large - Three members-at-large shall be elected from the active membership by a majority vote of the membership. All members-at-large will serve terms of three years.

5.3 Duties
a. The President will preside over the annual business meeting of the Governing Board. The President shall arrange, in conjunction with the Governing Board, for annual programs, speakers, resident paper competition, and social events.

b. The President-Elect shall assist the President and will perform the function of the President in the President’s absence.

c. The Secretary-Treasurer, in concert with the Executive Secretary-Treasurer, will manage the daily business of the Society in between meetings. The Secretary-Treasurer shall assist the President in scheduling and arranging the annual meetings, resident paper competition and social events. On behalf of the Secretary-Treasurer, the Executive Secretary will collect dues and administer funds as directed by the Board, maintain a permanent file of all members, their addresses and current status, receive applications for membership, inform members of past and future activities of the Society, and publish and distribute an annual newsletter. The Secretary-Treasurer shall present a financial report at the annual business meeting.

d. The Past President shall serve a term of two years as a member of the Governing Board.

e. The Members-at-large, including the resident representative and the above four officers will constitute the Governing Board. The Members-at-large are to attend the Board meetings and shall make known the wishes of the Society to the Board.

5.4 Election of Officers
a. The President shall, at the annual business meeting, appoint a three person nominating committee to select a list of names to fill vacating positions at the next annual business meeting.

b. Nominations for officers of the Society may be made by the membership, in addition to those recommended by the Nominating Committee, or by any active member at the annual business meeting.

c. Election shall be by majority vote of those members present at the annual business meeting.

d. Term of office shall begin at the annual business meeting.

5.5 Election of Active Members
a. Nominations for active membership may be made by any active member of the Society by written communication to the Secretary-Treasurer. The Governing Board shall review the credentials of the candidate and shall bring the candidate’s name with recommendations before the Society at the next annual business meeting.

b. Election shall be by majority vote of the active membership present and voting at the annual business meeting.

5.6 Election of Honorary Members
a. Candidates for honorary membership may be proposed in writing by two active members of the Society to the Secretary-treasurer. The Governing Board shall review the candidate’s credentials and shall bring the candidate’s name with recommendations before the Society at the next annual meeting.

b. Election shall be by a two-thirds vote of the active membership present and voting at the annual business meeting.

5.7 Voting
a. Only active and senior active members may vote.

b. Each Director shall have one vote, which must be exercised in person. A majority of the Governing Board shall constitute a quorum for the transaction of business.

c. Any action by the Governing Board may be taken without a meeting if a written consent thereto is signed by all the Directors and filed with the records of the Governing Board’s meetings. Such consent shall be treated as a vote of the Directors for all purposes.
 

ARTICLE VI – MEETINGS

6.1 The Society shall have an annual business meeting to be held in conjunction with the annual program. It shall be the goal of the A. James French Society of pathologists to hold the annual business meeting alternately between Ann Arbor and the site of a national pathology meeting.

6.2 The Governing Board shall arrange the annual program in a manner appropriate to the interests of the Society. The elements of the annual program should include:

a. An annual scientific program, either free-standing or part of another scientific program as deemed appropriate by the Governing board.

6.3 Meetings are planned by the President and Secretary-Treasurer with the assistance of the Executive-Treasurer.

6.4 Regular meeting of the Governing Board may be held without call or formal notice at such places and at such times as the Governing Board may, by vote, from time to time determine.
 

ARTICLE VII – BY-LAWS

7.1 Any additions, deletions, or modifications of the By-Laws shall be proposed in writing to the Secretary-Treasurer 45 days prior to the annual meeting; the Secretary-Treasurer shall distribute the proposed additions, deletions, or modifications by mail to the members 30 days prior to the annual meeting.
 

7.2 By-laws to the constitution may be adopted, amended or revoked by majority of the active and senior active members present and voting at the annual meeting.
 

ARTICLE VIII – INITIATION FEES AND DUES

8.1 Initiation Fees

All initiation fees are waived.  The Society will not discriminate on the basis of race, creed or sex.
 

8.2 Dues

The dues shall be paid annually after being determined by the Governing Board.

ARTICLE IX – FISCAL YEAR

The Fiscal Year of the Society shall begin on 1 January and end on 31 December of each calendar year.
 

ARTICLE X – RATIFICATION

These By-laws shall be the By-laws of the A. James French Society of Pathologists upon adoption by two-thirds of the charter