BYLAWS OF RENAL PATHOLOGY SOCIETY, INC
(Incorporation version, 3-96, modified 11-97, 3-03, 4-04, 11-04, 12-05)

Article I
Name: Renal Pathology Society, Inc.

Article II
Objectives:
The objectives of the Society are to disseminate and to increase knowledge about the pathology and pathophysiology of the kidney, and to encourage the development of renal pathology as a subspecialty.

Article III
Membership:
A - Categories of Membership:
1. Regular Member Any holder of a MD, PhD, DVM, or equivalent degree with demonstrated interest and involvement in the field of renal pathology as determined by the Membership Committee, using criteria agreed upon by the Board of Directors.
2. Junior Member Any holder of a MD, PhD, DVM, or equivalent degree with demonstrated interest in the field of renal pathology as evidenced by enrollment in a renal pathology training program or research at the resident or fellow level
3. Emeritus Member A member over age 65 may become emeritus by requesting this status, in writing, to the Secretary-Treasurer.
B - Membership Committee: Three members appointed by the President shall serve terms of three years each.
C - Conferring of Membership: An application form (designed by the Membership Committee and approved by the Board of Directors) must be sent to the Chair of the Membership Committee or Secretary-Treasurer. The Membership Committee will review the application and approve new members (please see E). All members of the Renal Pathology Club shall automatically become Regular Members following approval of the Bylaws. However, to retain their Membership, these Charter Members must submit a Membership application form within 3 months after receiving the form from the Membership Committee. Membership can be terminated by written resignation addressed to the President or Secretary-Treasurer.
D - Rights of Members: Only Regular Members have the right to hold office and to vote. Each Regular Member has one vote. All Members have the right to attend the scientific sessions, and to participate in deliberations and discussions at the Business Meetings. No Member shall use the name, property, or the organization of the Society for personal benefit. Only currently elected officers shall represent the Society in official business.
E - New members will be approved continuously throughout the year as applications are submitted to the Membership Committee for considerartion. The chair and two members will decide whether the applicant can be approved as a member. Only in the case of questions or problems will the application be delayed until those issues can be discussed at the business meeting. The membership will be notified at the next business meeting of the society of all new members accepted and their corresponding affiliations.

Article IV
Officers
A - Elected Officers
1. President Term of office is one year. If the President vacates the office prematurely, the Vice-President succeeds. A President may not succeed him/herself in office.
2. Vice-President/President-Elect serves one year as Vice-President and shall succeed as President. If this office is vacated prematurely, the senior Councilor shall become Vice-President.
3. Secretary-Treasurer Term of office is three years, with a maximum of two terms. If this office is vacated prematurely, the President shall appoint a replacement to serve until the next election of officers.
4. Councillors Three councillors serve staggered terms of three years each. If this office is vacated prematurely, the President shall appoint a replacement to serve until the next election of officers. Councillors will be promoted first to Vice-President and then to President in an orderly fashion so that the councillor who has been in such a position the longest is promoted first.
B - Election of Officers:
Any Society Regular Member is eligible to hold office. Nomination shall be recommended by a Nominating Committee and may be offered from the floor by any Regular Member. Election shall be by mail ballot. A majority vote of the responding members is required to elect an officer.
C - Duties of Each Officer:
1. President The President shall be the principal executive officer of the Society. He/she shall preside at all meetings, serve as Chair of the Board of Directors, and take responsibility as a representative of the Society. The President officially receives donations, bequests, or gifts to the Society on behalf of the Society. The President shall appoint all standing committees, and replacements for Vice-Presidents and Councillors who vacate their offices prematurely. Ad hoc committees shall be appointed by the President.
2. Vice-President The Vice-President, in absence or incapacity of the President, shall perform the duties of the President. Further, the Vice-President shall serve on the Board of Directors.
3. Secretary-Treasurer The Secretary-Treasurer shall keep minutes of the Annual and Board of Directors meetings, distribute notices to members of Society, keep custody of documents of Society (including mortgages, deeds, and contracts that the Board of Directors has approved), serve on the Board of Directors, receive membership applications and dues, keep records of financial documents for governmental agencies, banks or other financial institutions with approval of the President for expenses used solely for the Society. All such disbursements shall be reported at the Annual Meeting.
4. Compensation The Officers shall not be paid for their services and shall not receive any financial benefits from their service as officers of the Society.

Article V
Board of Directors
A. The Board of Directors shall consist of the current officers (i.e., President, Vice-President, Secretary-Treasurer, and three Councillors), the past President, and Chairmen of the standing committees (i.e., the chairmen of the Financial, Program, Education & Scientific, Nominating and Awards, Membership, Training Programs, Communications & Publications, and Research Committees).
B. The Board of Directors shall:
1. Represent the Society in official business.
2. Carry out the directives and policies approved by the membership.
3. Organize and coordinate all meetings of the Society, in collaboration with the Education and Scientific Meeting Committee.
4. Exert leadership in the development and implementation of scientific programs according to the above stated objectives of the Society.
5. Deal specifically with matters related to the incorporation of the Society.

Article V
Standing Committees (to be appointed by President):

1. Program Committee. The Committee shall be responsible for the design, organization and conduct of the scientific meeting sponsored by the Renal Pathology Society at the United States-Canadian Academy of Pathology and make recommendations to American Society of Nephrology for a RPS-sponsored symposium and shall report to the Board of Directors. The Committee shall be composed of no less than three members.
2. Education and Scientific Committee. This Committee shall be responsible jointly with the Board of Directors for design, organization and conduct of other education efforts of the Society, and shall report to the Board of Directors. This Committee shall be responsible for the design, organization and conduct of the RPS-sponsored satellite meeting held in conjunction with the annual USCAP meeting. The Committee shall be composed of no less than three members.
3. Membership Committee. (See Article III.)
4. Nominating and Awards Committee. This Committee shall consist of three members. The past-President, acting as chair, and two additional acting Regular Members appointed by the current President. It shall be responsible for nominating new councillors and selecting recipients for awards. Once a slate of councillors is proposed, the membership will elect the individual to become the new councillor by electronic vote.
5. Training Programs Committee. This Committee shall encourage broader availability of training opportunities in renal pathology and help to upgrade their quality. Committee activities shall include collection and dissemination of information about training programs and identification and development of sources of support for trainees.
6. Financial Committee. This Committee shall be responsible for an annual audit of the Society's financial affairs, development of fundraising strategies, serving as liaison between potential commercial and foundation funding sources and the Renal Pathology Society, development of criteria to provide financial support and grants to the Society members using designated funds for such purposes, processing of requests for financial support, and advising the Board of directors on possible actions to take. This committee shall report to the Board of Directors. The Committee shall include four members, including a chair, each of whom will be individually appointed by the current president. It shall be responsible for an annual audit of Society financial affairs.
7. Communications and Publications Committee. This Committee shall oversee development of and monitor the Society's presence on online computer resources and print publications of the Society.
8. Research Committee. This Committee shall plan and implement collaborative research projects involving the members of the RPS.

Article VII
Meetings:

1. Scientific Meetings. These Meetings shall be held twice annually during the annual American Society of Nephrology Meeting, and U.S. and Canadian Academy of Pathology Meeting. The time and place will be determined by the Board of Directors.
2. Business Meeting. This Meeting shall be held twice annually during the USCAP and ASN meetings. A quorum (i.e. 1/5 of total or 20 Regular Members) must be present to conduct business, but the Scientific Meeting may proceed in the absence of a quorum.
3. Board of Directors Meeting. This Meeting shall be held twice annually during the USCAP and ASN meetings.
4. Special Meetings. These may be called as deemed necessary by the Board of Directors or President.

Article VIII
Order of Business at the Annual Business Meeting:

1. Determination of quorum
2. Approval of the agenda
3. Previous meeting minutes: Secretary-Treasurer
4. Financial report: Secretary-Treasurer
5. Reports of Committees
6. Old business
7. New business
8. Announcement of new members and officers
9. Adjournment

Article IX
Dues, Fees, and Compensation:

1. Dues. The annual dues shall be determined each year by the Board of Directors. Junior members are not required to pay Society dues while in training.
2. Arrears. Any member in arrears of dues for more than two years, failing satisfactory explanation, shall be dropped from membership. Such members may be reinstated on approval of the Membership Committee.
3. Compensation. No Society officer shall receive compensation for his/her services as such. The Board of Directors, acting by majority vote, may authorize or ratify the payment to any officer or member of reasonable compensation for expenses incurred on behalf of the Society in any capacity deemed necessary or advisable and in the best interest of the Society.

Article X
Amendments:
Amendments to the Bylaws may be suggested in writing to the Secretary-Treasurer by any Regular Member at least two months prior to the Annual Business Meeting. If approved by the Board of Directors, this amendment needs to be accepted by a two-thirds majority mail vote of the Regular Members.

Article XI
Limitations and Dissolution:

1. Limitations on Earnings. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the Society's purposes as set forth in Article II.
2. Activities Not Permitted. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporations shall not participate in or intervene in (including the publication or distribution of statements) of any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are a deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
3. Dissolution. Upon dissolution of the Society, the assets of the Society shall, after all its liabilities and obligations have been discharged or adequate provision made therefore, be distributed to the National Kidney Foundation if it is still in existence and is an exempt organization under Section 510 (c) (3) of the Internal Revenue Code or any successor section. If the National Kidney Foundation is not so qualified at the time of the dissolution of the corporation, the net assets shall be distributed to a corporation that is exempt under Section 501 (c) (3) of the Internal Revenue Code of 1986 or any successor section which is organized for purposes similar to those set out in Article II of these bylaws.