Binford-Dammin Society of Infectious Disease Pathologists

CONSTITUTION

BINFORD-DAMMIN SOCIETY OF INFECTIOUS DISEASE PATHOLOGISTS

ARTICLE I - NAME

The name of this organization shall be The Binford-Dammin Society of Infectious Disease Pathologists named for Drs. Chapman H. Binford and Gustave J. Dammin whose works and tutelage have greatly advanced the recognition of and understanding of the pathology and pathogenesis of infectious diseases, hereinafter and in the By-Laws referred to as the “Society”.

ARTICLE II - PURPOSE

The purpose of this organization shall be to improve and promote the recognition of, understanding of, and education in the pathology and pathogenesis of infectious diseases among pathologists, clinicians and public health professionals. The Society shall not exist for pecuniary profit and no part of its funds shall inure to the pecuniary profit and no part of its funds shall inure to the private benefit of any member, officer, or director.

ARTICLE III - MEMBERS

The Society may have more than one class of members. Designation of such classes, their manner of appointment and specification of their rights and privileges shall be set forth in the By-Laws.

Authority to set dues resides with the membership by vote of 2/3 of those present at an annual meeting or by a 2/3 vote of respondents in a mail ballot, provided that the membership at large be informed of the specific change prior to the ballot.

Meetings of the membership shall be held at such time and place as stipulated in the By-Laws.

ARTICLE IV - OFFICERS AND EXECUTIVE COMMITTEE

Affairs of the Society shall be managed by an Executive Committee, comprised of no more than ten and no less than three officers as specified in the By-Laws.

ARTICLE V - AMENDMENTS

This constitution may be amended by a 2/3 vote of the whole membership at an annual meeting or 2/3 vote of respondents in a mail ballot. By-Laws may be modified, amended or eliminated by a simple majority of attendants at an annual meeting or simple majority of respondents to a mail ballot, provided that the membership at large be informed of the specific changes proposed at least two months prior to said meeting or ballot.

BY-LAWS

BINFORD-DAMMIN SOCIETY OF INFECTIOUS DISEASE PATHOLOGISTS

ARTICLE I - MEMBERSHIP

Section 1 - Membership in the Society shall consist of, but not be limited to the following categories:

a. Regular members

b. Lifetime members

Section 2 - Regular members will be persons in the practice of pathology in its broad sense who maintain an interest in infectious diseases and shall maintain membership by annual dues payment of $20.00 per annum that may be changed by emendation as any other By-Law.

Section 3 - Lifetime members are Regular members who have made a single payment of $500.00 in dues. No further dues payments will be necessary to maintain these members in good standing.

Section 4 - All categories of membership hold equal voting rights and other privileges on a member by member basis.

Section 5 - Regular membership is obtained through formal application and is subject to approval by the Executive Committee or its designate. Action of the Executive Committee and a 2/3 vote of the membership attending an announced annual meeting may terminate the membership of an individual in any categories of membership with return of the current year’s dues to the terminated member. Such action may be appealed to the membership at large.

ARTICLE II - OFFICERS

Section 1 - The officers of the Society shall consist of a President, President-elect, President-elect-elect, Secretary, Treasurer, Education Committee Chair, and Webmaster. Two or more offices may not be held by the same person at the same time.

Section 2 - The President shall preside at all meetings of the Society. The President shall, together with the other Officers, carry out the policies set forth by the membership, appoint committees, and designate replacement members for the existing committees. The President’s term of office shall be one year and no individual shall serve more than one elected consecutive term.

Section 3 - The President-elect shall perform the duties of the President in the absence of the President and shall succeed to the Presidency in event of the resignation or death of the President. The term of office shall be no more than one year. In event of the death or resignation of the President-elect, a nominating committee of three members shall be appointed by the President and an election shall be conducted by email by the Secretary-Treasurer. The President-elect-elect (successor of President-elect) shall be nominated and elected two years in advance of the term of service as President.

Section 4 - The Secretary shall keep the roster as specified in these By-Laws, execute communications to members as designated by the Executive Committee, and prepare the agendas and minutes of business meetings related to the Society. The term of office will be three years

Section 5 - The Treasurer shall collect dues in the amount specified by the membership, send out email reminders annually at a set time to remind Regular members to pay their annual dues and maintain the finances and related records of the Society. Terms of office will be three years but may be renewable.

Section 6 - The Education Committee Chair will be responsible for the theme, planning, selection and invitation of speakers for the scientific program at the Annual Meeting. Term of office will be one year. We will vote on the Education Chair two years in advance so that there is one Education Chair-elect and Education Chair-elect-elect at all times. Therefore the Education Committee will be composed of three individuals, with one person serving as chair.

Section 7 - Election of Officers will be conducted at the Annual Meeting and shall be regulated by the current President. Any Regular Member of the Society in good standing is eligible to hold office. The nomination(s) for officer positions will be reviewed at the annual business meeting, and candidate(s) will be selected by a 2/3rd vote of Members present at the business meeting.

ARTICLE III - VOTING

Section 1 - A quorum for voting shall not be specified except on matters involving dues, the Constitution and By-Laws. Members present at any previously announced official meeting of the Society shall be considered representative of the group. Such official meetings shall be announced in writing to the membership at least 1 month prior to the meeting.

Section 2 - Members may not vote by proxy, excepting honored members, and a simple majority of votes shall govern. Voting may be conducted by email ballot of all members at the discretion of the Executive Committee.

ARTICLE IV - MEETINGS

Section 1 - Official meetings of the Society will consist of the scientific program and a subsequent business meeting of no longer than one hour.

Section 2 - The Scientific program will be planned and executed by the Education Committee elected by the membership.

Section 3 - The time and place of the meeting will be determined by the United States and Canadian Academy of Pathologists and will be announced to the membership by email.

Section 4 - The Annual Meeting will be held as a companion meeting of the United States and Canadian Academy of Pathologists.

Section 5 - The agenda of the Business Meeting shall consist of as many of the following activities as determined necessary by the presiding officers:

a. Call to order

b. Approval of the Minutes

c. Report of the President

d. Report of the Treasurer

e. Old business

f. New business

g. Election of Officers

h. Adjournment

ARTICLE V - COMMITTEES

Section 1 - The Executive Committee of the Society shall consist of the President, the President-elect, the Secretary, the Treasurer, the immediate past President, the Education Committee Chair, Education Committee Chair-elect, and Webmaster.

Section 2 - The Education Committee will consist of the Education Committee Chair, Education Committee Chair-elect, and Education Committee Chair-elect-elect. The Education Committee Chair will be nominated and appointed at the annual meeting based on a 2/3 vote of the attending members. In event of the Program Committee Chairman’s resignation, incapacitation or death, the Education Chair Elect will take that person’s place.

Section 3 - Operating Committees: The President shall appoint such other operating committees as deemed necessary to carry out the policies, programs and projects of the Society as determined by a majority vote of the Executive Committee.

ARTICLE VI - FISCAL AFFAIRS

Section 1 - Dues and/or changes in dues shall be recommended by the Executive Committee for membership vote as per Article III of the constitution

Section 2 - Annual budget and operating reports shall be presented by the Treasurer to the membership.

Section 3 - The fiscal affairs of the Society shall be the responsibility of the Treasurer.

Section 4 - Funds collected in the name of the Society shall be used solely to conduct projects of the society, 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, officer, or any individual having personal or professional interest in the Society, except as reasonable compensation for expenses.

ARTICLE VII - PROCEDURES

Section 1 - All proceedings at meetings of the Society will be governed by Standard Code of Parliamentary Procedure, except when in conflict with the By-Laws.

Section 2 - At least 2 weeks before the Annual meeting, the Secretary will send out a reminder that members who wish to submit items for discussion at the meeting, must submit the item in writing to the President at least 3 days prior to the meeting.

ARTICLE VIII - SUNSET

Section 1 - The Constitution and all By-Laws of the Society will be reviewed at least every fifteen years from the date of acceptance and must be reviewed and re-accepted with appropriate modifications during the fourteenth year by a 2/3 vote of the membership.

The First Meeting of the Binford-Dammin Society of Infectious Disease Pathologists, for the purposes of ratifying the Constitution and By-Laws and for electing officers was held on Sunday February 28, 1988 in the Military Room of the Washington Hilton Hotel. The Constitution and By-Laws were reaffirmed in February 2003 and 2023

ARTICLE IX - DISSOLUTION

Section 1 - Upon dissolution of the Society or termination of its affairs, residual assets shall be distributed according to a plan adopted by a majority of the current officers. But such distribution shall be made only in accordance with the purposes of the Society and shall be subject to any limitations set forth in its Constitution and in these By-Laws.

Section 2 - Final distribution of the assets of the Society may only be made to institutions, society or organizations engaged in activities substantially similar to those of this organization.

ARTICLE X - AMENDMENT

The by-Laws may be altered, amended or repealed as specified in the Constitution.

2/15/2003mas (revisions made to previous document dated 10/21/94)

8/05/2023bsp (revisions made to previous document dated 2/15/2003)