Bylaws

CAPA Bylaws

Chinese American Pathologists Association

(全美华人病理学会)

ARTICLE 1 INCORPORATION, PURPOSES AND MISSION

ARTICLE 2 CLASSES, QUALIFICATIONS AND RIGHTS OF MEMBERS

ARTICLE 3 MEMBERSHIP

ARTICLE 4 OFFICES

ARTICLE 5 DUTIES OF OFFICERS OF THE EXECUTIVE COMMITTEE

ARTICLE 6 ELECTION, TERM OF OFFICE, ASSUMPTION OF DUTIES AND VACANCIES

ARTICLE 7 MEETINGS, QUORUM, AND VOTING

ARTICLE 8 CODE OF ETHICS

ARTICLE 9 AMENDMENTS TO BYLAWS

ARTICLE 10 DISSOLUTION OR LIQUIDATION

 

ARTICLE 1

INCORPORATION, PURPOSES AND MISSION

SECTION 1. Incorporation and Purposes. The Chinese American Pathologists

Association (CAPA), formerly Hua Tuo Society of Pathology (HTSP), Inc., is

organized under the “General Not for Profit Corporation Act” of the State of Florida,

United States, exclusively for educational, scientific and charitable purposes in

accordance with Section 501 (c)(3) of the Internal Revenue Code.

SECTION 2. Mission. The primary mission of CAPA is to improve educational

opportunities and professional skills of the pathologists who cherish Chinese culture

by promoting communication, friendship and cultural exchange, and by advancing

the science and practice of pathology and laboratory medicine. The Society serves

its members through:

  • Enhancement of professional communication
  • Excellence in education
  • Promotion of academic and practice collaboration
  • Advocacy on training and job opportunity

ARTICLE 2

CLASSES, QUALIFICATIONS AND RIGHTS OF MEMBERS

SECTION 1. Classes of Member. The Society shall have the following classes of

member: (a) Lifetime member, (b) Regular member, (c) Associate member, and

(D) Affiliate member. Only one class of membership may be held at any one time

by any member of the Society.

SECTION 2. Lifetime member. Any legally qualified physician, who is practicing

pathology in the North America or has been engaged in training for a career in

pathology in a training program accredited by the Accreditation Council for

Graduate Medical Education or approved by the Royal College of Physicians and

Surgeons of Canada as a resident or fellow shall be eligible for membership as a

lifetime member. Lifetime member is required to pay the lifetime membership fee.

The amount of lifetime membership fee shall be determined by the Executive

Committee and subject to changes. Lifetime member shall have the general right to

vote regarding the overall affairs of the society, including changes to its Bylaws and

Articles of the Incorporation; and to vote for, or to serve as officers of the society in

CAPA elections.

SECTION 3. Regular Member. Any legally qualified physician, who is practicing

pathology in the North America or has been engaged in training for a career in

pathology in a training program accredited by the Accreditation Council for

Graduate Medical Education or approved by the Royal College of Physicians and

Surgeons of Canada as a resident or fellow shall be eligible for membership as an

regular member. Regular member is required to pay the annual membership fee.

The amount of annual membership fee shall be determined by the executive

committee and subject to changes. Regular members shall have the general right to

vote regarding the overall affairs of the society, including changes to its Bylaws and

Articles of the Incorporation; and to vote for, or to serve as officers of the society in

CAPA elections.

SECTION 4. Associate Member. Any person who is a legally qualified physician

actively engaging in training for a career in pathology in a training program

accredited by the Accreditation Council for Graduate Medical Education or approved

by the Royal College of Physicians and Surgeons of Canada as a resident or fellow

shall be eligible for membership as an associate member. No membership fee is

required for associate members. Associate members do not have the general right

to vote regarding the overall affairs of the Society, including changes to its Bylaws

and Articles of the Incorporation; and to vote or being voted in CAPA elections.

SECTION 5. Affiliate Member. The pathologists from other countries outside

North America or non-MD professionals in any country who are interested in joining

CAPA can become an affiliate member. No membership fee is required for affiliate

members. Affiliate members do not have the general right to vote regarding the

overall affairs of the Society, including changes to its Bylaws and Articles of the

Incorporation; and to vote or being voted in CAPA elections.

SECTION 6. Senior Advisory Councilor. The Senior Advisory Councilors shall be

composed of the previous CAPA presidents and Executive Committee members. The

charge for the councilors is to assist the Executive Committee’s missions.

SECTION 7. Special Circumstances. Any person who has special qualifications

and interests deemed desirable to the Society may, upon recommendation of the

Membership Committee, be eligible for any appropriate category of membership.

ARTICLE 3

MEMBERSHIP

SECTION 1. Application and Election. A vote of two-thirds of the Executive

Committee members shall be necessary for approval of application for membership,

for change in class of membership, and for appointment of members in various

committees.

SECTION 2. Dues. The amount of dues to be paid by various classes of member

shall be recommended by the Executive Committee.

SECTION 3. Resignation. Resignation of a member shall be valid only if a signed

request is submitted to the Secretary of the Society. Such resignation shall not

relieve the member’s responsibility to pay outstanding due to the Society.

SECTION 4. Suspension and Termination. A member who has not paid dues or

any other monetary amounts for which the member is obligated within the required

period of time shall be suspended and thereafter terminated for continued failure to

pay in a timely manner. Membership may be reinstated upon full payment of the

monetary amounts owed by the former member.

SECTION 5. Expulsion. A member may be expelled by a vote of two-thirds of the

Executive Committee, provided that prior written notice has been given to the

member that such action is contemplated and that the member is entitled to a

hearing before the Executive Committee. The provisions of this section shall not

apply to the suspension or termination of a member for nonpayment of dues or

other obligations as provided in Section 4 of this Article.

ARTICLE 4

OFFICES

SECTION 1. Executive Committee. The Executive Committee of the Society shall

include the President, President-Elect, Vice Presidents, Secretary, Treasurer, and

Member at Large. The Executive Committee shall govern the activities of the

Society and shall be responsible for its fiscal viability and for achieving the mission

of the Society. All members of the Committee shall have a duty of loyalty and care

to the Society, which includes preparation for, attendance at and participation in all

regularly and specially scheduled meetings of the Committee.

SECTION 2. Nominating Committee. The Nominating Committee shall include at

least three members of the Society appointed by the Executive Committee. The

duties of the Nominating Committee shall be to identify qualified candidates from

the members of the Society to replace members in the Executive Committee who

complete their term of office.

SECTION 3. Other Committees. The Society shall organize various

subcommittees to conduct the activities of the Society. The Chairs and Co-Chairs of

the subcommittees shall be appointed by the President based on the

recommendation by the Executive Committee. The subcommittee members shall

also be appointed by the President based on the recommendation by the

subcommittee Chairs, Co-Chairs, or the Executive Committee.

ARTICLE 5

DUTIES OF OFFICERS OF THE EXECUTIVE COMMITTEE

SECTION 1. The President. The President of the Society shall be the principal

executive officer and the official spokesperson of the Society, and shall preside at

all meetings of the Society. The President shall perform all duties usually incident to

the office of President and such other duties as may be assigned to the President by

the Executive Committee. The President shall also make all appointments to

standing or ad hoc committees, commissions, and other subgroups of the Society,

including the Editors of the official publications of the Society, and shall designate

all official delegates and representatives to outside groups, subject to approval by

the Executive Committee.

SECTION 2. The President-Elect. The President-Elect shall perform any and all

duties assigned by the President or by the Executive Committee. In the absence or

incapacity of the President, the President-Elect shall perform the duties of the

President. The President-Elect shall assure continuity of the business of the Society

and shall recommend appointments for committees, commissions, and other groups

to take effect upon the President-Elect assuming the office of the President.

SECTION 3. The Vice President. The Vice President shall perform any and all

duties assigned by the President or by the Executive Committee. In the absence or

incapacity of the President and the President-Elect, the Vice President shall

discharge the functions of the President.

SECTION 4. The Secretary. The Secretary is appointed by the President. The

Secretary shall perform all duties usually incident to the office of the Secretary and

such other duties as may be assigned by the President or by the Executive

Committee. The Secretary shall be responsible for the accuracy of minutes and

other official documents of the Executive Committee.

SECTION 5. The Treasurer. The Treasurer is appointed by the President. The

Treasurer shall perform all duties usually incident to the office of Treasurer and

such other duties as may be assigned by the President or by the Executive

Committee. The Treasurer shall oversee the funds of the Society, its financial

policies and the preparation of an annual budget for approval by the Executive

Committee. The Treasurer shall also provide a complete financial report at the

annual business meeting of the Society.

SECTION 6. Member at Large.

ARTICLE 6

ELECTION, TERM OF OFFICE, ASSUMPTION OF DUTIES AND VACANCIES

SECTION 1. Election. CAPA election shall be conducted either by CAPA or by a

third party, which shall be determined by the Executive Committee members before

the election. For the elections conducted by CAPA, an Election Committee shall be

formed and shall include the President, President-elect, immediate past President,

and two members from the Senior Advisory Council who are selected by the

Executive Committee. Election should take place by ballots emailed to all regular

members by January 25 of the CAPA election year. The ballot will be closed on

February 10. The Election Committee shall monitor the election process, determine

the final results, and announce the election results in mid-February. All CAPA

officers shall be elected by the majority votes. The list of nominees running for

offices shall be prepared by the Nominating Committee, and reviewed and approved

by the Executive Committee. Self-nomination and nomination by other regular

members need to be approved by the Executive Committee first.

Section 2. Eligibility for Candidates and voters

Eligibility as a candidate for president-elect. The candidate for president-elect

shall be a lifetime member or a regular member for at least three (3) years who

has been actively involved in CAPA activities and has served at least one term,

either as a CAPA Executive Committee member or as a chair or co-chair of CAPA

subcommittee(s). All candidates for the president-elect are required to provide a

detailed biography to all CAPA members.

Eligibility as a candidate for Executive Committee member. The candidates

for executive committee member shall be a lifetime member or a regular CAPA

member for at least one (1) year who has actively involved in CAPA activities. All

candidates for executive committee member are required to provide a detailed

biography to all CAPA members.

Eligibility to Vote in the CAPA Election. Only lifetime members and regular

members who pay membership dues by January 10 of the election year are

qualified to vote in CAPA elections.

SECTION 3. Term of Office.

The term of office for the President and the President-elect shall be one year and

shall be limited to one term.

The term for the Executive Committee members shall be two (2) years and may be

extended by one additional year or term as determined by the president, presidentelect

and immediate past president.

The term of chairs and co-chairs of CAPA subcommittees shall be two (2) years.

One can serve no more than two consecutive terms either in the same office or

different office.

SECTION 4. Assumption of Duties. The President-Elect shall be inducted into

office as President, and the President shall automatically become the Immediate

Past-President at the annual business meeting. The Immediate Past-President may

be included in the Executive Committee, or appointed as a non-voting consultant

eligible to attend Executive Committee meetings, at the willingness of the individual

or at the discretion of the Executive Committee. Other elected officers of the

Executive Committee and all other committees of the Society shall assume their

duties immediately following the election.

SECTION 5. Vacancies.

The President. If the President dies, resigns, becomes incapacitated, or is removed

from office by vote of the Executive Committee, the President-Elect shall

immediately become President, completing the remaining term of the President, as

well as serving the llowing year as President.

The President-Elect. If the President-Elect dies, resigns, becomes incapacitated, or

is removed from office by vote of the Executive Committee, or succeeds to the

remaining term of the President, one Vice President shall immediately become

President-Elect, completing the remaining term of the President-Elect and

remaining eligible to be elected as the President-Elect for a full term at the next

annual business meeting.

The Vice President. If any one of the two Vice Presidents dies, resigns, becomes

incapacitated, or is removed from office by vote of the Executive Committee, or

succeeds to the remaining term of the President-Elect, the office of the Vice

President may remain vacant or be filled for the remaining term by a member

elected by the Executive Committee or chosen by the President with the consent of

the Executive Committee. If a new Vice President is appointed, he/she shall serve

until next annual business meeting.

If both the President and the President-Elect die, resign, become incapacitated, or

are removed from office by vote of the Executive Committee, one Vice President

shall succeed to the remaining term of the President and shall serve one additional

full term as President, until a duly elected President-Elect is eligible to succeed to

the Presidency. The Executive Committee may appoint other officers as needed

until next annual business meeting, at which time the President-Elect and the Vice

President shall be elected.

Positions other than the President, the President-Elect and the Vice

President. Vacancies occurring by resignation, death, incapacity or removal of the

Secretary or Treasurer shall be filled by appointment by the President with the

consent of the Executive Committee until next scheduled election.

ARTICLE 7

MEETINGS, QUORUM, AND VOTING

SECTION 1. The Executive Committee Meetings. The Executive Committee

shall meet before the annual business meeting of the Society, held in conjunction

with the annual meeting of the United States and Canadian Academy of Pathology.

Special meetings may be called at any time by the President or by a two-thirds

majority of the committee members.

Quorum. A quorum consists of the majority (two-thirds) of the Committee

members, present in person, or by audio link, for the purpose of conducting the

business of the Society.

Voting. The majority (two-thirds) of the votes of the Committee members, present

in person, or by audio link, shall be necessary for the adoption of any matter voted

on (unless otherwise specified).

SECTION 2. Member Meetings. The regular annual meeting of the Society shall

be held in an evening during the United States and Canadian Academy of Pathology

annual meeting. Special meetings may be called by the President, the Executive

Committee, or by petition signed by no fewer than one-tenth of the members.

Notice of the time and place of the meetings shall be made available to all members

at least twenty (20) days prior to the meetings.

Quorum. A quorum for any meetings shall consist of those members who are

present in person.

Voting. The majority (two-thirds) of the votes by members present in person at a

meeting or by ballots emailed to the members shall be necessary for the adoption

of any matter voted on unless otherwise specified.

ARTICLE 8

CODE OF ETHICS

The Society shall adopt the Code of Ethics of the American Medical Association as

part of its regulations.

ARTICLE 9

AMENDMENTS TO BYLAWS

These Bylaws may be amended at the annual business meeting or any special

meeting of the Society by the affirmative vote of two-thirds of the members

present, or by ballots emailed to members, provided that the amendments shall

have been considered and approved by the Executive Committee, that the notice of

the meeting shall contain a notice of intention to amend the Bylaws, and that

proposed amendments are made available to all members at the meeting or in the

emails.

ARTICLE 10

DISSOLUTION OR LIQUIDATION

In the event of the dissolution or final liquidation of the CAPA, neither the assets

nor any proceeds thereof shall be distributed to or divided among any of the

Officers or inure to the benefit of any individual.

After all liabilities and obligations of the CAPA have been satisfied, or adequate

provisions made thereof, all remaining assets shall be distributed to one or more

organizations designated either by the Executive Members or following a plan of

distribution as provided for in the State of Florida Nonprofit Corporation Act;

provided however such assets shall be distributed only to organizations which shall

comply with all of the following conditions:

 Such organization shall be organized and operated exclusively for charitable,

scientific or educational purposes;

 Assets transferred to such organization shall, to the extent then permitted

under the statutes of the United States, be exempt from Federal gifts,

succession, inheritance, estate or death taxes;

 Such organization shall be exempt from Federal Income Taxes by reason for

Section 501(c)(3) of the Internal Revenue Code of 1986.

 Contributions to such organizations shall be deductible by reason of Section

170 of the Internal Revenue Code of 1986.

(Amended and effective on March 12, 2016 at the 14th CAPA Annual Meeting,

Seattle, Washington, USA)