Non-profit organization committed to improvement and dissemination of knowledge regarding the pathology and pathophysiology of renal disease

(Incorporation version, 3-1996, modified 11-1997, 3-2003, 4- 2004, 11-2004, 12-2005, 12-2008, 09-2011, 03-2017, 12-2019, 03-2022)

Article I - Name

Renal Pathology Society, Inc.

Article II - Objectives

The objectives of the Renal Pathology Society (also known as “RPS” or 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 medical subspecialty.

Article III - Membership

A. Categories of Membership:

1. Sustaining Member: Any Regular Member of the Society paying additional funds as specified from time to time by the Board of Directors in addition to the annual dues to help sustain the activities of the Society.

2. Regular Member: Any holder of an 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. Annual dues for a regular member shall be as specified from time to time by the Board of Directors.

3. Junior Member: Any holder of an 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. Junior Membership is free of dues.

4. Emeritus Member: Emeritus status is available for members who have retired from active professional service in pathology, pathophysiology, or pathogenesis of renal diseases. A member may become emeritus by requesting this status, in writing, to the Secretary. Emeritus members do not pay dues, nor may they serve on committees or hold elected office.

5. Associate & Community Member: A person who has 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, but who lacks a doctoral degree. This category includes allied health professionals, patients, family members, caregivers, or members of patient-advocacy groups with an interest in renal pathology. Annual dues, if any, shall be as specified from time to time by the Board of Directors.

B. Conferring of Membership: A completed 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. A Junior Member who has completed training will submit a completed transition application form (designed by the Membership Committee and approved by the Board of Directors) to the Chair of the Membership Committee or Secretary. The Membership Committee will review the applications and approve new or transitioning members (see Paragraph D below).

C. Rights of Members: Only Regular and Sustaining Members in good standing shall have the right to hold office and to vote. Each Regular or Sustaining Member shall have one (1) vote with respect to any matter requiring the vote, consent, or approval of the members. A member who is in arrears of dues payments for the current year is considered to not be in good standing and cannot vote or hold office. All Members have the right to attend the Scientific Meetings 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.

D. New and Transitioning Members: New and transitioning members will be approved continuously throughout the year as applications are submitted to the Membership Committee for consideration. The chair and a minimum of two (2) members of the Membership Committee 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 next Business Meeting. The membership will be notified at the next Business Meeting of the Society of all new members accepted and their corresponding affiliations.

E. Termination, Resignation, and Expulsion. Membership can be terminated at any time by a member by his/her written resignation addressed to the President or Secretary. Except as otherwise provided herein, the membership of any member can be terminated at any time by the Board of Directors or the Membership Committee upon such member’s failure to pay applicable dues for more than one (1) year. The Board of Directors, acting in good faith, shall further have the power to suspend or expel any member at any time upon the approval of two-thirds (2/3) of the members of the Board of Directors for violating the Bylaws and the standards of conduct as outlined below. The accused shall be made aware of, in a timely manner, the name of the accuser and details of the charges. Both the accused and accuser shall have the opportunity to clarify or reconcile the accusation prior to any decision or proposed suspension or expulsion. The Board of Directors as a whole will serve as an adjudication committee, and will be able to seek evidence from witnesses or documents. Board of Directors members will recuse themselves if involved in the particular matter being addressed.

The following acts constitute violations of Renal Pathology Society standards of conduct: (a) misrepresenting membership qualifications; (b) persistent verbal, written, electronic or physical conduct of an offensive nature toward other members; (c) misuse or unauthorized use of RPS property (including the RPS website, records, and/or funds); (d) illegal or improper conduct in voting or elections; (e) conduct opposed to the Society's stated purpose and mission if the conduct continues after a written warning; (f) serious misconduct in the performance of duties to the Society.

F. Manner of Acting. The vote of a simple majority of the Regular and Sustaining Members on any matter at a meeting of Members at which a quorum (defined in article VIII 2) is present shall be the act of the Members on that matter, unless the vote of a greater number is required by law or the articles of incorporation or these bylaws. Furthermore, any action that may be taken at a meeting of the Members may be taken without a meeting if the Society delivers a written ballot to every Member entitled to vote on the matter. The written ballot so delivered shall set forth each proposed action and provide an opportunity for the Member to vote for or against each proposed action. It is hereby expressly authorized that any such written ballot may, at the discretion of the Board of Directors, be delivered by email to each Member entitled to vote and the Board of Directors may direct that voting shall take place via a web-based format. Except as otherwise provided herein, approval by written ballot pursuant to this subparagraph (F) shall be valid only when the number of votes cast by written ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the same total number of votes were cast. Therefore, at a minimum, a quorum of the members must vote, and a simple majority of this vote approves the ballot measure. All solicitations for votes by written ballot shall indicate the time by which a ballot must be received by the Secretary or filed with a web-based voting platform in order to be counted. A written ballot, once submitted, may not be revoked.

Article IV - Officers

A. Elected Officers:

1. President. The President shall serve for a one (1) year term. If the President vacates the office prematurely, the Vice-President/President-Elect shall succeed the President and serve out the remainder of the term of the vacating President as well as the full one (1) year term as President to which the said Vice- President/President-Elect would have otherwise been entitled to serve in accordance with Paragraph 2 herein below. Except as specifically provided in this paragraph, a President may not succeed him/herself in office.

2. Vice-President/President-Elect. The Vice-President/President-Elect shall serve for a one (1) year term and shall succeed as President upon the expiration of the President’s term of office or such President’s earlier vacation of his/her office. If the office of Vice-President/President-Elect is vacated prematurely, the senior Councilor shall become and succeed to the office of Vice-President/President- Elect.

3. Councilors. Three (3) Councilors shall serve staggered terms of three (3) years each. If any such office is vacated prematurely, the President shall appoint replacement(s) to serve until the next annual election of officers. Councilors will be promoted first to Vice-President/President-Elect and then to President in an orderly fashion so that the Councilor who has been in this office the longest is promoted first.

4. Secretary. The Secretary shall serve for a three (3) year term, with a maximum of two (2) consecutive terms. If this office is vacated prematurely, the President shall appoint a replacement to serve until the next annual election of officers. The newly elected Secretary then will serve a full three (3) year term. The Secretary and Treasurer will serve staggered terms.

5. Treasurer. The Treasurer shall serve for a three (3) year term, with a maximum of two (2) consecutive terms. If this office is vacated prematurely, the President shall appoint a replacement to serve until the next annual election of officers. The newly elected Treasurer then will serve a full three (3) year term. The Secretary and Treasurer will serve staggered terms.

B. Election of Officers: Any Regular or Sustaining Member in good standing is eligible to hold office. A Past-President cannot run for Councilor until four (4) years following completion of their term of office. Each member is restricted to a maximum of two (2) successful elections to the office of Councilor. Election of one (1) new Councilor will take place annually. The Secretary and Treasurer will be elected on staggered terms at three (3) year intervals. Each shall begin their term on January 1 following their election. A request for nominations will be sent electronically by the Secretary to all eligible members; nominations for the offices of Councilor, Secretary and Treasurer may be offered by any Regular or Sustaining Member for fourteen (14) days following this. All nominations must be seconded by a Regular or Sustaining RPS member in good standing, approved by the member being nominated and should be accompanied by a brief (one paragraph) summary of the nominee's accomplishments in the field of renal pathology and contributions to the RPS. Nominations must be sent to the Chair of the Nominations & Awards Committee, which conducts the nomination process. The names of the nominees will be forwarded to the Secretary, who will create the ballot in a neutral third party web-based format and voting instructions shall be sent to all Regular and Sustaining Members in good standing, along with the names of the nominees and one-paragraph summaries as noted above, by email. Voting will be done through the web-based format and will conclude fourteen (14) days following the circulation of voting instructions. Instant-runoff voting (also known as ranked-choice voting) will be used to determine the winner.

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, set the agenda for Board of Director 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, and represents the Society at official functions and in interactions with other Societies and Organizations. The President shall appoint members of all standing committees as detailed in Article VI, and, except as provided in Paragraph A above, replacements for other elected Officers who vacate their offices prematurely. Ad hoc committees shall be appointed by the President as he/she deems necessary.

2. Vice-President/President-Elect. The Vice-President/President-Elect, in the event of the absence or incapacity of the President, shall perform the duties of the President. Further, the Vice-President/President-Elect shall serve on the Board of Directors and perform such other functions as may be detailed in the Manual of Operations.

3. Councilors. The councilors will function as liaisons between the Board of Directors and the standing committees, serve on the Board of Directors, review the Bylaws and Manual of Operations annually, and perform such other functions as may be detailed in the Manual of Operations.

4. Secretary. The Secretary shall keep minutes of any Business or Board of Directors Meetings and any Special Meetings of the Members or of the Board of Directors and shall keep custody of all documents of the Society (including mortgages, deeds, and contracts approved by the Board of Directors). The Secretary shall distribute to the membership all official announcements for the Society, including the circulation of updates and electronic ballots. The Secretary is responsible for the day-to-day management of the website including updating, managing, and editing all users and user information including dues payment and maintaining the membership roster, and for putting into effect any website upgrades agreed upon by the Chair of the Communications and Website Committee. The Secretary will ensure that the business of the Society is conducted according to the RPS bylaws. The Secretary shall serve as a full member of the Board of Directors for the entire term.

5. Treasurer. The Treasurer shall collect membership and all other monies and dues for the Society. The Treasurer shall expend monies on behalf of the Society as directed by the Board of Directors. The treasurer shall maintain all financial records and documents for income and expenses used solely for the Society. All financial transactions will be internally audited on a regular basis by the RPS Finance Committee. Both the Treasurer and the Finance Committee will report to the Board of Directors and RPS membership at the regular Business Meetings. The Treasurer will submit financial records of the Society to an outside accountant annually for review and file taxes on behalf of the Society. The Treasurer shall serve as a full member of the Board of Directors for the entire term.

D. 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. Funds may be allocated by the Board of Directors for clerical assistance and maintenance of the Society website, including online payment services, in support of Society functions.

E. Removal of Elected Officers: Elected officers may be removed from office for cause by two-thirds (2/3) vote of the Board of Directors at any special meeting called for such purpose or at any regular Board of Directors meeting. For cause offenses include, but are not limited to, felony conviction, fiduciary malfeasance, and taking action against the best interests of the Society. An officer may be removed for cause only after written notification specifying cause(s) no less than two (2) weeks prior to the Board of Directors meeting at which removal is to be considered and such officer shall be given an opportunity to be heard at the Board of Directors meeting.

F. Resignation of Elected Officers: An officer may resign by delivering his/her written resignation to the President, Secretary, or any Councilor. Such resignation shall be effective upon receipt, unless specified to be effective at a later time, and acceptance thereof shall not be necessary to make it effective unless the resignation letter so states.

Article V - Board of Directors and Board of Advisors

A. Members of the Board of Directors. The Board of Directors shall consist of the seven (7) current officers of RPS (i.e., President, Vice-President/President-Elect, Secretary, Treasurer, and the three Councilors).

B. Duties of the Board of Directors. The Board of Directors shall:

1. Be the governing body of the Society, providing direction for the advancement of the Society and representing the Society in official business.

2. Have fiduciary responsibility for the Society, including oversight and approval of all expenditures related to or for the Society.

3. Organize and coordinate all meetings of the Society, in collaboration with the Program Committee and the Education 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.

6. Approve the annual Bylaws review.

7. Approve by majority vote changes to the Manual of Operations.

8. Set dues for the members.

C. Board of Advisors. The Board of Advisors shall consist of the Chairs of the standing committees as specified in Article VI, the Society Historian, Chairs of ad hoc committees, Special Advisors, and Past-Presidents for two (2) years after vacating the office who are not on the Board of Advisors in any other capacity. The role of the Board of Advisors shall be to advise and counsel the elected officers and the Board of Directors members with respect to matters concerning the Society. Members of the Board of Advisors are expected to attend Board of Directors meetings so that they can participate in and contribute to discussions concerning matters affecting the Society. The Board of Advisors will provide non-binding recommendations on Society matters prior to the Board of Directors vote. Only the outcome of the vote of the Board of Directors will result in any action taken by the Society. If there is a discrepancy between the recommendation of the Board of Advisors and the Board of Directors vote, the discussion on the matter could be re-opened at the discretion of the President.

D. Quorum. The required quorum for any Board of Directors meeting shall consist of at least five (5) members of the Board of Directors, including at least one (1) of either the President or Vice-President/President-Elect, and at least five (5) members of the Board of Advisors.

E. Manner of Acting. Except as otherwise provided in these bylaws, the act of a simple majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors. Directors may also take action without a meeting if written consent to the action in question is signed by a quorum (5) of the Directors and filed with the minutes of the Board, whether this consent is signed before or after the action so taken. The consent of a Director to action taken without a meeting may be in electronic form bearing the director’s electronic signature and delivered to the Society by email or other electronic means to such address as is determined by or under the authority of the Board of Directors.

Article VI - Standing Committees (to be appointed by the President)

A. Composition of the Standing Committees. Except as otherwise provided in this Article VI, committees shall be composed of no fewer than three (3) and no more than six (6) Regular or Sustaining members in good standing. With the exception of the Program and Nominating and Awards Committees, Committee members will serve staggered terms of three (3) years, and each President may appoint up to two (2) members within the numerical limits of the committee, who will serve for three (3) year terms. The president also will appoint the committee Chair from the committee members. Committee Chairs shall be members of the Board of Advisors. Member(s) rotating off any Committee may be reappointed. Each Committee shall report to and shall be subject to the control and direction of the Board of Directors.

B. Communications and Website Committee. This Committee shall monitor and make recommendations to the Board of Directors regarding the Society's presence including online computer resources. This Committee, in collaboration with the Secretary, also shall oversee the content, organization, maintenance of and upgrades to the RPS website.

C. Education and Training Committee. This Committee, in close cooperation with the Board of Directors and President, shall be responsible for the design, organization and conduct of all RPS sponsored educational events, including RPS-sponsored satellite meetings, exclusive of the Program Committee educational programs. It will assist with international projects such as joint sessions with other societies and continuing education programs. This Committee shall encourage broader availability of training opportunities in renal pathology internationally 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.

D. Finance and Fundraising Committee. This Committee shall be responsible for an annual audit of the Society's financial affairs, 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 be responsible for development of fundraising strategies and serving as liaison between potential commercial and foundation funding sources and the Renal Pathology Society.

E. Membership Committee: This Committee shall review and approve or deny the membership applications of any new or transitioning members and shall design such application forms and application processes as may be appropriate from time to time.

F. Nominating and Awards Committee. This Committee shall consist of three (3) members, who shall be the immediate past-President, acting as Chair, and two (2) additional Regular or Sustaining Members in good standing appointed by the current President in consultation with the past-President. This Committee shall be responsible for the nomination process, including having an appropriate number of candidates for election for new Councilors and other elected officers, and selecting recipients for awards.

G. Program Committee. This Committee shall be responsible for the design, organization and conduct of the Scientific Meetings sponsored by the Renal Pathology Society at the United States and Canadian Academy of Pathology, and for submitting suggested programs to the RPS liaison to the Kidney Week Education Committee for the American Society of Nephrology annual meetings. This Committee shall have such members as may be determined from time to time by the current President and will be appointed in its entirety by the current President in consultation with the Vice-President/President-Elect.

H. Research and Scientific Committee. This Committee shall plan and implement collaborative research projects involving the members of the RPS, including coordinating RPS involvement with multi-center validation studies.

I. International Committee. This committee will be responsible for ensuring benefit and representation through society membership to non-North American members and linking representatives from all countries for the purpose of enhancing renal pathology around the globe. The committee will serve to highlight the significance of renal pathology in countries in need of support from local and state governments for infrastructure to support diagnostic renal pathology. From time-to-time, the committee will be requested to survey pathologists in countries throughout the world to ascertain the state of renal pathology and report on the progress or continued need for support from the society.

Article VII - Other Committees and Representatives

A. Ad Hoc Committees. Ad Hoc Committees shall be appointed by the President to address specific issues and shall have between three (3) and six (6) members. Ad Hoc Committees shall report to the President and the Board of Directors and shall be terminated upon completion of their charges. Ad Hoc Committee Chairs will be members of the Board of Advisors.

B. Special Advisors. Special Advisors shall be appointed by the President to liaison with other societies and organizations as deemed necessary by the President. They shall be appointed for a one (1) year term, be members of the Board of Advisors, and report to the President and the Board of Directors.

C. Society Historian. The Society Historian provides updates to the Society website regarding important contributors and contributions to the development of the Society and to the field of renal pathology in general. The Society Historian shall be appointed by the President for a three (3) year term with a maximum of two consecutive terms, be a member of the Board of Advisors, and report to the President and the Board of Directors.

Article VIII - Meetings

1. Scientific Meetings. These Meetings shall be held at least annually during the U.S. and Canadian Academy of Pathology (“USCAP”) Meeting. The time and place will be determined by consensus between the appropriate professional society and the Board of Directors. There is no quorum required.

2. Membership Business Meetings. Membership Business Meetings shall be held at least twice annually, once each during the USCAP and the American Society of Nephrology (ASN) meetings. A quorum, consisting of the lesser of one-fifth (1/5) of the total membership or thirty (30) Regular and/or Sustaining Members, must be present to conduct business at any Business Meeting.

3. Board of Directors Meetings. The Board of Directors shall meet at least twice annually, once each during the USCAP and ASN meetings, and as needed, either in-person or virtually/on-line.

4. Special Meetings of Members. Special Meetings of the Members may be called as deemed necessary by the Board of Directors or President. Special Meetings of the Members shall also be held within thirty (30) days after holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed Special Meeting sign, date, and deliver to the Secretary one (1) or more written demands for the Special Meeting describing the purpose or purposes for which the meeting is to be held. A quorum, consisting of the lesser of one-fifth (1/5) of the total membership or thirty (30) Regular and/or Sustaining Members, must be present to conduct business at any Special Meeting of Members.

5. Special Meetings of Board of Directors. Special Meetings of the Board of Directors shall be called by the Secretary and held at the request of the President or at least three (3) members of the Board of Directors.

Article IX - Order of Business at the Membership Business Meetings

1. Determination of quorum

2. Approval of the minutes: Secretary

3. Financial report: Treasurer

4. Reports of Committees

5. Old business

6. New business

7. Adjournment

Article X - 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, and Emeritus members are exempt from dues. Junior members must attest to their continued status as a trainee when renewing their membership. A letter to the chair of the membership committe must be provided from the Director of Training or mentor stating that the member remains in training.

2. Arrears. Membership dues must be paid by February 1 of each year to maintain membership in good standing. Membership privileges will be suspended on February 1 for any member who has not paid dues at that time. Membership privileges for the current year will be re-established upon payment of dues.

3. Compensation. No Society officer, director, or Committee member 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 XI - Amendments

Amendments to the Bylaws may be suggested in writing to the Secretary by any Regular or Sustaining Member in good standing at least one (1) month prior to any of the in-person or virtual/on-line Board of Directors Meetings. If approved by majority vote of the Board of Directors, any such amendment must then be accepted and approved by a two-thirds (2/3) majority vote of the votes cast via mail, email or through a web-based voting application of the Regular and Sustaining Members in good standing.

Article XII - 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, and the Society shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the Society 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 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 a not for profit organization that benefits the field of renal pathology, to be determined by the BOD and is an exempt organization under Section 501(c)(3) of the Internal Revenue Code or any successor section.