Bylaws for the Group for Research in Pathology Education
Accepted April 15, 2013
ARTICLE I – DEFINITIONS:
Unless the context clearly requires otherwise, in these Bylaws:
1.1 “Corporation” means the Not For Profit Corporation named Group for Research in Pathology Education (GRIPE).
1.2 “Member” means any individual whose dues are paid.
1.3 “Institutional Subscriber” means any institution or organization whose dues are paid.
1.4 “Officer” means the person or persons who at any given time perform the duties of a particular office for the Corporation.
1.5 “Annual Meeting” means the annual business meeting of the Members
1.6 “Bylaws” means these Bylaws as adopted by the Members and includes all amendments thereto subsequently adopted by the Members.
1.7 “Certificate of Incorporation” means the Certificate of Incorporation of the Corporation as filed with the Secretary of State of the State of West Virginia and includes all amendments thereto subsequently adopted by the Members.
1.8 “Electronic transmission” means any form of written communication conducted through any form of electronic media unless specifically stated otherwise in these Bylaws.
1.9 “Fiscal Year” means the accounting period beginning on the first day of July in each year and ending on the last day of June of each succeeding year.
ARTICLE II – NAME, PURPOSE, TAX STATUS and LOCATION:
2.1 Name. The name of the not for profit Corporation is Group for Research in Pathology Education, Inc. (GRIPE) [“the corporation”].
2.2 Purpose. The purpose of the Corporation is to advance the quality of pathology education by promoting scholarly collaboration among educators, by developing resources, and by supporting professional development.
2.3 Tax Exempt Status. The Corporation is tax exempt under Section 501(c)(3) of the Internal Revenue Code as described in sections 509(a)(2) and 170(b)(1)(A)(viii). The Corporation shall operate exclusively for charitable and educational purposes described under Section 501(c)(3) of the Internal Revenue Code, and may do all things and perform all acts permitted a not for profit corporation under the laws of West Virginia.
2.4 Central Office. The Corporation shall locate its Central Office at a site determined by the Executive Committee. The Corporation may change said Central Office from one location to another, notifying the Internal Revenue Service and the West Virginia Secretary of State of such change.
ARTICLE III – MEMBERSHIP:
3.1 Classes of Membership. Membership in the Corporation shall consist of, but not be limited to, the following classes:
a. Individual members. Individual Memberships shall be made available to those individuals interested in the teaching of pathology.
b. Institutional Subscribers. Institutional Subscribers shall be those institutions or organizations actively subscribing to the services or resources of the Corporation. As part of their active subscription, Institutional subscribers may designate up to five individuals of their institution/organization as Individual Members.
c. Emeritus members. Emeritus Memberships shall be made available to retired individuals interested in the teaching of pathology.
3.2 Requirements for Membership. Requirements for membership in each class and the amount of dues or subscription fees payable by members in each class shall be determined by the Executive Committee as herein provided.
3.3 Membership. Membership in any of the above classes is obtained through formal application to the Central Office and is subject to approval of the Executive Committee. Action of the Executive Committee may terminate for cause the membership of any Individual Member or Institutional Subscriber.
3.4 Membership Term. The Membership Term shall be the same as the Fiscal Year thereby beginning on the first day of July and ending on the last day of June. Membership is not transferable or assignable.
3.5 Official Roster. The Official Roster consists of lists of all members in each membership class with current paid-up dues and fees and shall be publicly available. Only those members listed on the official roster of Individual Members shall be eligible to vote or be elected to the Executive Committee of the Corporation. The official roster shall be compiled by the Central Office of the Corporation.
ARTICLE IV – MEETINGS OF THE MEMBERSHIP
4.1 Meetings. The Annual Meeting and special meetings of the Membership shall be held as determined by the Executive Committee. The Annual Meeting shall take place at a time and place established by the Executive Committee, or in the absence of action by the Executive Committee, at a time and place called by the President.
4.2 Notice of an official meeting. The notice shall be provided via written electronic transmission, including via the Corporation’s website. Notice of the Annual Meeting and special meetings shall be sent and/or provided to the Members at least sixty (60) days prior to the date on which it is to convene.
All business brought before the Members may be acted upon at any Annual meeting. However, only business contained in the notice of a special meeting may be acted upon by the Members. If a Member does not receive notice of a meeting, but attends the meeting, he/she shall be deemed to have waived notice of the meeting.
4.3 Scientific Program. Each Annual Meeting shall consist of a scientific program or workshop and, if deemed appropriate by the Executive Committee, a Business Meeting.
4.4 Agenda of the Business Meeting. The agenda of the Business meeting shall consist of as many of the following activities as determined necessary by the presiding officer:
b. recognition of new members
c. approval of minutes
d. report of the President
e. report of the Central Office
f. report of the Committees
g. old business
h. new business
i. election of officers (on odd numbered years)
4.5 Quorum. A quorum of the Members at the annual meeting of the Membership shall consist of the Members present but shall in no circumstance be less than six (6) Members with four (4) of the six (6) members being members of the Executive Committee. All business brought before the Membership shall be conducted by a quorum and a majority vote of a quorum shall determine all matters, including elections, brought before the Membership.
However, the following actions must be approved by the Members by two-thirds (2/3) of the votes cast.
- Amendment(s) to the Certificate of Incorporation.
- Sale of assets other than in the regular course of activities.
4.6 Voting Rights for Action(s) Taken at a Meeting. Each Individual Member has one vote. Proxies may not be used.
4.7 Voting Rights for Action(s) Taken Without a Meeting. When a vote of the Membership is required between meetings, the President or any two officers may call for an electronic transmission vote by written ballot. Ballots may be distributed by electronic transmission, including via email or the Corporation’s website. The Corporation shall implement reasonable measures to verify that each ballot cast between meetings was from a Member.
For electronic transmission voting to represent an action of the Membership, all of the following conditions must be met:
- All Members must have access to a ballot;
- The ballot shall set forth each proposed action and provide for a vote for or against each proposed action;
- The ballot must state the number or percentage of votes cast required to pass the proposed action;
- The number of ballots cast must equal or exceed the percentage requirements set forth in Section 4.5.
- The ballot must be received within the voting period established on the ballot which shall not be less than ten (10) days and not more than thirty (30) days;
- Receipt of a ballot shall be acknowledged by an officer, or designee;
- A ballot must be submitted by a Member; and
- All ballot totals shall be maintained with the corporate records.
ARTICLE V – CORPORATION OFFICERS
5.1 Officers. Officers of the Corporation shall consist of a President, a Vice-President, a Secretary and Immediate Past President. The Executive Director shall serve the Executive Committee as Treasurer. No two or more offices may be held concurrently by the same person. The term of service for all officers shall be two years.
a. The President shall set the meeting agendas and preside at all meetings of the Executive Committee and the Membership. The President shall, together with the other members of the Executive Committee carry out policies set forth by the membership. The President shall have such other powers and perform such other duties as may be prescribed by the Executive Committee or Bylaws
b. The Vice-President shall perform the duties of the President in the absence of the President and shall succeed to the Presidency in the event of the removal, resignation or death of the President. The vice-president shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive Committee.
c. The Secretary or designee shall give notice of all meetings as required by these Bylaws, keep a book or electronic record of minutes of all meetings , ensure such minutes are available for approval at the following annual meeting of the Executive Committee, and have such other powers and duties as may be prescribed by the Executive Committee or these Bylaws.
d. The Immediate Past President shall serve as an adviser to the President for the two years immediately following his/her term as President.
5.2 Election of Officers shall be conducted at the Annual Business Meeting of odd numbered years and new officers shall take office as that annual meeting ends. The election shall be regulated by the current president. Elections shall be determined by a majority of a quorum of the Membership at the annual meeting. If the nominating slate is not approved, a majority of the Executive Committee may call for a vote on each slated candidate. Each slated candidate receiving a majority of the votes cast shall be deemed elected to that office. Elections may take place at the annual meeting or by electronic ballot.
5.3 Removal or Resignation. Any Officer may be removed, either with or without cause, by a vote of a majority of the total number of Executive Committee members and Members at any annual or special meeting.
Any Officer may resign at any time by giving verbal, written or verifiable electronic notice to the President or to the Secretary. Any resignation shall take effect upon receipt or at the time specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A verbal resignation shall be acknowledged by the President and recorded in the minutes of the following meeting.
5.4 Vacancies. A vacancy in the office of the President shall be filled by the Vice-President. In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President.
5.5 Delegation of Duties. In case of the absence or disability of any Officer of the Corporation or for any other reason that the Executive Committee may deem sufficient, the Executive Committee may, by a vote, delegate the powers or duties of such Officer to any other Officer or to any Executive Committee member with such power of delegation valid for one year from the date of the vote authorizing such delegation.
ARTICLE VI – CENTRAL OFFICE PERSONNEL:
6.1 Executive Director.
The Executive Director is appointed by the Executive Committee. The appointment is for an indefinite time period, but not less than four years.
The Executive Director, or designee, shall act as the treasurer, with a vote on the Executive Committee, and shall have the following duties:
b. Keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation.
c. Ensure the books of account are open to inspection by any Executive Committee member and member at all reasonable times.
d. Ensure a financial statement is provided to the Executive Committee at their respective Annual Meeting.
e. Provide a report of the Corporation’s financial affairs at meetings of the Executive Committee, at regular meetings and/or when requested by an Executive Committee member.
f. Ensure appropriate oversight and implementation of the financial policies and procedures.
g. Have such other powers and duties as may be prescribed by the Executive Committee or the Bylaws.
h. Serve as the Chair and voting member of the Nominating Committee.
6.2 Administrator. The Administrator shall manage the day-to-day operations and business of the Corporation, including support for committees. He/she shall perform all duties incident to the function of a chief executive officer not otherwise allotted to another Officer and such other duties as may be prescribed from time to time by the Executive Committee. The Administrator shall be an ex-officio member of the Executive Committee without vote.
ARTICLE VII – CORPORATION EXECUTIVE COMMITTEE
7.1 Number. The Executive Committee will consist of not less than five (5) and not more than eleven (11) voting members.
7.2 Composition. Permanent members of the Executive Committee shall consist of the elected officers plus the Executive Director. The President may appoint additional voting members of the Executive Committee to fill specific needs. Appointed members shall serve until the next scheduled election of officers. The Administrator shall serve as a non-voting member of the Executive Committee.
7.3 Duties. The Executive Committee shall have all powers and authority which may be granted to a Board of a Corporation under the laws of West Virginia. The duties of the Executive Committee include the following:
b. Determine who shall serve as Executive Committee member,
c. Exercise due care and act in good faith in all dealings and interests with the Corporation;
d. Exercise a duty of loyalty to the Corporation by avoiding and or managing conflicts of interest
e. Approve, periodically review and/or amend these Bylaws and the Certificate of Incorporation;
f. Develop, approve, periodically review and/or amend organizational policies which may include duties in addition to those designated in these Bylaws;
g. Maintain an Executive Committee manual containing approved policies and contemporaneous minutes and records of all meetings;
h. Ensure the Corporation is adequately funded;
i. Approve the annual budget and oversee the financial administration of the Executive Director of the Corporation;
j. Review Form 990 prior to submission to the IRS or authorize the Executive Director to perform such duty.
k. Review and approve all contractual agreements or authorize the Executive Director to execute such agreements in accordance with the financial policies;
l. Be a current member of the Corporation.
m. Perform such other duties as prescribed by the Executive Committee.
7.4 Term of Office and Term Limits. An Executive Committee member shall serve for a period of two (2) years or until the next scheduled election of officers
7.5 Removal or Resignation. A majority vote of the total number of Executive Committee members may remove any Executive Committee member at any time with or without cause at any annual or specially called meeting.
Any Executive Committee member may resign at any time by giving verbal, written or verifiable electronic notice to the President or to the Secretary. Any resignation shall take effect upon receipt or at the time specified in the notice and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A verbal resignation shall be acknowledged by the President and recorded in the minutes of the following meeting. No Executive Committee member may resign if the Corporation would then be left without a duly elected Executive Committee member in charge of its affairs, except upon notice to the West Virginia Secretary of State and to the Internal Revenue Service.
7.6 Compensation. Executive Committee members shall serve without compensation. Executive Committee members may be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties at the discretion of the Executive Committee.
ARTICLE VIII – MEETINGS OF THE EXECUTIVE COMMITTEE:
8.1 Meetings. There shall be a minimum of four (4) Executive Committee meetings per year. Meetings of the Executive Committee may be held at a location which has been designated by a majority vote of a quorum of the Executive Committee. In the absence of such designation, meetings shall be held electronically or at the Central Office.
Special meetings of the Executive Committee for any purpose(s) may be called at any time by the President of the Executive Committee, by any three Executive Committee members, by the Executive Director or the Administrator. No business shall be considered at any special meeting other than the purpose(s) mentioned in the notice of the meeting given to each Executive Committee member. Special meetings of the Executive Committee may be held either at the place so designated, or electronically.
8.2 Quorum. A majority of the total number of Executive Committee Members shall constitute a quorum. In the absence of a quorum, a majority of the Executive Committee Members present at any meeting may vote to adjourn the meeting to another place, date or time.
8.3 Notice. Notice for any annual or regular meeting shall be sent to the Executive Committee members at least ten (10) days but not more than thirty (30) days prior to the holding of the meeting. For any special meeting, notice shall be sent to the Executive Committee Members not less than twenty-four (24) hours but not more than thirty (30) days, prior to the holding of the meeting. If an Executive Committee member does not receive notice of a meeting, but attends the meeting, he/she shall be deemed to have waived notice of the meeting.
8.4 Procedures. Executive Committee meetings shall use a modified version of parliamentary procedure to foster open discussion. Upon a vote of the Members, conflicts in procedures shall be resolved in accordance with the current edition of Robert’s Rules of Order as a procedural guide unless determined otherwise by the Corporations’ written policy or laws of West Virginia. Members who wish to submit matters for consideration or action at any meeting of the Executive Committee shall present the item in writing to the President at least ten days in advance of the meeting.
8.5 Voting. Each Executive Committee member shall have one vote. Routine business shall be transacted by a majority vote of a quorum of the Executive Committee members, except when the law or these Bylaws require otherwise. Proxies may not be used.
8.6 Physical Meetings. At any meeting of the Executive Committee, the Executive Committee members may vote by voice on all matters in person where the Executive Committee member can hear and be heard. However, upon demand by an Executive Committee member, the Executive Committee members shall vote by ballot.
8.7 Electronic Meetings. Meetings may take place via any form of electronic medium. The Executive Committee may vote by voice, email or other electronic medium during electronic meetings. However, the President or any two (2) Officers may call for an electronic vote by written ballot. For electronic ballot voting to represent an action of the Executive Committee, all of the following conditions must be met:
b. The ballot shall set forth each proposed action and provide for a vote for or against each proposed action;
c. A majority of the total number of Executive Committee members must vote thereby ensuring a quorum of the Executive Committee has voted;
d. The ballot must be received within the voting period established on the ballot which shall not be less than twenty-four (24) hours and not more than ten (10) days;
e. Receipt of a ballot shall be acknowledged by an Officer, or designee;
f. A ballot must be submitted by an Executive Committee member;
g. All ballots shall be made public to the Executive Committee ; and,
h. All ballots shall be maintained with the corporate records.
The Corporation shall implement reasonable measures to verify that each ballot cast was from an Executive Committee member.
ARTICLE IX – FISCAL AFFAIRS
9.1 Dues shall be established by the Executive Committee and shall be payable on the 1st of July each year.
9.2 Annual budget and operating reports shall be prepared by the Executive Director who shall report them to the Executive Committee and the membership.
9.3 The fiscal affairs of the Corporation shall be the responsibility of the Executive Director and other officers or administrative officials designated by the Executive Committee.
9.4 Funds collected in the name of the Corporation shall be used solely to conduct projects of the Corporation, not for profit, but exclusively in such a manner that no part of its income or property shall inure to the private benefit of any donor, member, Executive Committee member, or any individual having personal or professional interest in the activities of the Corporation, except reasonable compensation for services.
ARTICLE X – COMMITTEES OF THE CORPORATION:
10.1 Committees. The Executive Committee shall have the power to create, revoke or modify any committee deemed necessary. The President shall have the power to appoint a Chair of any committee or to delegate such appointive powers to any other appropriate Executive Committee member, unless determined otherwise by the Executive Committee. Each committee shall have a minimum of two (2) members. The Committee Chairs shall serve for the term of the President.
All committees shall report to the Executive Committee as the Executive Committee may require.
10.2 Notice of Committee Meetings. Committee Chairs, or their designee, shall provide a minimum twenty-four (24) hour notice to the committee members. If a committee member does not receive notice of a committee meeting, but attends the committee meeting, he/she shall be deemed to have received notice of the committee meeting. Notice of such committee meetings may be given verbally or via electronic transmission.
10.3 Nominating Committee. The Nominating Committee shall be a standing committee of the Corporation. The Executive Director, or an Executive Committee member as determined by the Executive Committee, shall serve as the Chair of the Nominating Committee. The Committee shall include a minimum of three members all who have served as officers of the Corporation. The Committee shall:
b. Provide a slate to the Membership at least two (2) months prior to the annual meeting or other meeting where an election is to take place;
c. Provide for succession planning of the Executive Director;
d. Take steps to recruit and prepare future officers; and
e. Have such other duties as determined by the Executive Committee.
10.4 Special Service Committees. The special service Committees shall include, but not be limited to the following:
b. GRIPE Photo Bank
c. GRIPE Case History Committee
d. GRIPE Team-Based Learning Committee
ARTICLE XI – Procedures
SECTION 1. The current version of Robert’s Rules of Order shall govern all proceedings at meetings of the Group, except when in conflict with the constitution or bylaws.
SECTION 2. Members who wish to submit matters for consideration or action at any meeting of the Group shall present the item in writing to the President at least ten days in advance of the meeting.
ARTICLE XII – Dissolution
SECTION 1. Upon dissolution of the Group or termination of its affairs, residual assets shall be distributed according to a plan adopted by a majority of the current officers and executives. But such distribution shall be made only in accordance with the purposes of the Group and shall be subject to any limitations set forth in its constitution or in these bylaws.
SECTION 2. Final distribution of the assets of the Group may only be made to institutions, societies or organizations engaged in activities substantially similar to those of this organization.
ARTICLE XIII – Amendments
These bylaws may be altered, amended or repealed by the Group at any meeting or by mail ballot as permitted herein, provided that no amendment shall be inconsistent with the constitution. Amendment requires a simple majority of Individual Members voting. If amendment is sought by mail ballot, the choice of whether to submit the amendment to mail ballot shall rest with the Executive Committee.