ARTICLE I — Name

This corporation shall be called The International Academy of Pathology, hereinafter referred to as the “Academy”.

ARTICLE II — Objectives

The purpose of the Academy shall be the advancement of pathology through:

1. Improvement of methods of teaching pathology in medical schools, laboratories, hospitals and medical museums.

2. Coordination of anatomic pathology, pathologic physiology and comparative pathology with allied sciences and techniques.

3. Promotion of research in pathology and pathologic techniques.

4. The formation of national or larger geographic Divisions and regional groupings such as Assemblies.

5. Publication of journals and reports that will afford media, including electronic, for dissemination of the results of work in the above fields.

6. Convocation of meetings and congresses for exchange of scientific information and ideas.

ARTICLE III - Membership

1. Membership shall be international in scope and shall consist of the following categories: regular members, junior members, associate members, sustaining members, emeritus members and honorary members. These classes shall be defined in the Bylaws.

2. Election to membership shall be by the Council of any Division or Assembly. Each applicant shall be sponsored by two regular members of the Academy and the candidate’s application shall be accompanied by a letter of recommendation (which may be electronic) from each of the sponsors. Election to honorary membership and emeritus membership shall be by the approval of the International Council upon written recommendation from a Division or Assembly. Any person who is elected to any class of membership by a Division or Assembly automatically shall be a member of the same classification concurrently in the Academy. Where no Division or Assembly exists, election to membership will be made by the Executive Committee, nominations being made by two members and sent to the Secretary.

ARTICLE IV — Officers, International Council and Executive Committee

1. The officers shall be a President, a President-elect, a Secretary and a Treasurer, and one or more Vice-Presidents, not usually to exceed five from any Assembly, as from time to time may be deemed appropriate by the International Council. One person may hold the offices of Secretary and of Treasurer at the same time and shall, when this occurs, be known as Secretary-Treasurer. The officers shall be elected in a manner and shall hold their offices for such term with such right of succession as shall be specified in the Bylaws. The Chair of the Education Committee and the Editor of the International Pathology (IAP Bulletin) shall be ex-officio (non-voting) officers.

2. The International Council shall consist of the Officers, the most recently retired President, hereinafter referred to as the Past President, and the Councilors. The Editor of International Pathology and the Chair of the Education Committee shall be ex-officio members of the International Council without the power to vote. The Councilors shall be appointed in the manner and serve for such terms as are specified in the Bylaws and Appendices.

3. The Executive Committee shall consist of the Officers, and the Past President and the Vice-Presidents. The President of the immediately forthcoming International Congress shall serve as an advisory member without right to vote. The Executive Committee shall only have the power to act for the International Council when the latter is not in session, such as at the intervening US Canadian Division (USCAP) meeting.

ARTICLE V - Divisions of the Academy

1. Members residing in one or more nations may be constituted into an administrative subdivision to be known as a Division, as a means of more effectively pursuing the objectives and purposes of the Academy. The territorial area over which a Division shall have jurisdiction shall be the nation or nations in which the applicants reside for the creation of a Division, as defined locally.

2. Application to form a Division may be made to the International Council by fifteen (15) or more members residing in the area of the proposed Division, which application shall state the name of the Division, the geographical area it is to serve, a copy of the bylaws which will govern it, and the names of the temporary officers and councilors to serve until the organizational meeting. If fewer than 15 members wish to become involved in Academy activities, they shall be encouraged to join an existing Division or the appropriate regional Assembly.

3. Should a Division contain two or more nations, it can be subdivided into two or more Divisions of one or more nations each by the local Divisions upon the approval by the International Council of an application for such subdivision made by fifteen or more members of each nation desiring to be separated from the Division sought to be subdivided, which application which shall contain the same information required for the formation of a Division as provided in paragraph numbered 2 of this Article V. [See article VI below for more detail on the formation and function of Assemblies].

4. If the International Council shall approve the creation of a Division, it shall evidence such approval by the adoption of an appropriate resolution prescribing the operations of such Division, the frequency and character of meetings which it shall hold, and the submission of reports thereof and of all scientific and business activities of the Division and the requirement that operations of the Division shall be in accordance with the Constitution and the Bylaws of the Academy including any amendments in the future thereto.

5. The requirements in the resolution approving the formation of the Division may from time to time be eliminated, amended, or supplemented by new requirements by the International Council.

6. Reports of all scientific and business activities of each Division shall be submitted to the International Council through to the Secretary of the Academy through the Vice Presidents with oversight of the Division through the Assembly to which the Division is attached [see Article VI below]. It shall be the responsibility of the International Council, through reviewing these reports and such other reports as may be submitted to it through divisional representatives, to determine that the operations of each Division are being conducted in a manner consistent with the objectives and purposes of the Academy.

7. Applications to form a Division or to subdivide a Division and all reports and other information required of a Division shall be filed with the Secretary who shall promptly present to the International Council all such communications.

8. Upon the failure of a Division to comply with any one of the requirements of the International Council, whether contained in the original resolution approving the formation of the Division or one amendatory or supplementary thereto, after three hundred sixty-five (365) days’ notice in writing of such default shall have been given the Division by the Secretary, the International Council may dissolve such Division or revoke any powers that may have been delegated to it.

9. The existence of a Division at the time of the adoption of this amendment shall not be affected thereby.

ARTICLE VI - Assemblies

1. The International Council, upon the recommendation of the Executive Committee, may from time to time agree to the formation of groups of Divisional and local members to be known as Assemblies, membership in which shall be voluntary and need not be composed of members from one Division; the name of each Assembly and the scope of its interests and activities shall be prescribed by the Executive Committee.

2. An Assembly may be dissolved by the International Council upon the recommendation of the Executive Committee.

3. An Assembly should consist of groups of Divisions and local members which may originate from a single geographical area or may have links based on linguistic or cultural affinities. Vice Presidents shall be elected from the Divisions of the Assembly and will have oversight of the activities within the Assembly region. Reports from Divisions shall be forwarded by the Vice President to the International Council.

ARTICLE VII — Meetings

1. The International Congresses of the Academy shall be held every two years at the call of the President at such places and times as are decided by the International Council. Regional meetings of the Academy may be held on the off year at the discretion of the International Council, in the form of Assemblies. In general, the Congress venues should reflect the geographical diversity of the Divisions and Assemblies and should not usually take place in the same Assembly area on consecutive occasions.

2. Regular meetings of the International Council shall be held during each International Congress at the place and time designated by the President.

3. A special meeting of the International Council may be called at any time and from time to time by the President or any twelve (12) Councilors. An electronic written notice of each such called meeting shall be sent via e-mail to each member of the Council by the Secretary of the Academy not less than sixty (60) days prior to the date of the meeting; the place and time of the meeting to be designated by whomsoever calls the meeting and the notice of the meeting shall specify the place and time it will be held.

4. Regular meetings of the Executive Committee may be held during each International Congress at the place and time designated by the President.

5. A special meeting of the Executive Committee may be called at any time and from time to time by the President of the Academy or any two other members of the Executive Committee and an electronic written notice of each such called meeting shall be sent via e-mail to each member of the Executive Committee by the Secretary of the Academy not less than sixty (60) days prior to the date of the meeting; the place and time of the meeting to be designated by whomsoever calls the meeting and the notice of the meeting shall specify the place and time and reason for the meeting.

6. General business meetings for all members of the Academy shall be held during each International Congress at a place and time designated by the President, and the minutes of each such meeting shall be published on the IAP Central website (www.iapcentral.org ).

7. All meetings of the International Council and of the Executive Committee, and all International Congresses, and all general business meetings of the Academy shall be conducted in English and in accordance with Robert’s Rules of Order Revised, Seventy-fifth Anniversary Edition.

ARTICLE VIII — Transaction of Business

1. A quorum at each meeting of the International Council shall consist of twelve (12) members of whom at least one (1) shall be an officer of the Academy and there shall be representatives of a majority of the Divisions, provided that all members of the International Council shall have been notified of the meeting electronically not less than sixty (60) days prior to the date of the meeting, or shall have waived such notice and time of notice by an instrument electronically or in writing.

2. A quorum at each meeting of the Executive Committee shall consist of the President or President-elect and nine (9) of its other members, provided that all members of the Executive Committee shall have been notified of the meeting not less than sixty (60) days prior to the date of the meeting, or shall have waived such notice and time of notice by an instrument in writing, including email.

3. A quorum at a general business meeting of the Academy shall consist of the members present of whom at least three (3) shall be officers and four (4) Councilors.

ARTICLE IX — Publications

1. The official publication of the Academy shall be entitled INTERNATIONAL PATHOLOGY, which will be provided electronically to all members either directly or via their Divisions /and Assemblies.

2. Additional publications may be authorized from time to time by the International Council or by any one or more Divisions.

ARTICLE X — Miscellaneous Provisions

1. No part of the net earnings of the Academy shall inure to the benefit of or be distributable to its members, officers, or other private persons; except that the Academy shall be authorized and empowered to pay reasonable compensation for services rendered to it and to make payments and distributions in furtherance of the purposes set forth in Article II. No substantial part of the activities of the Academy shall be the carrying on of propaganda, or otherwise attempting to influence legislation except that the opinions of the Academy may be expressed upon professional matters when these become legislative issues; and the Academy shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this Constitution or the Bylaws, the Academy shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 5O1(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law), or (b) by a corporation, contributions to which are deductible under section 17D(c)(2) by the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).

2. Upon the dissolution of the Academy, the International Council shall, after paying or making provisions for the payment of all liabilities of the Academy dispose of all of the assets of the Academy exclusively for the purposes of the Academy, in such manner, or to such organization or organizations organized and created exclusively for charitable, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law), as it may deem desirable. Any of such assets not so distributed shall be disposed of by the court of appropriate jurisdiction of the country or other political subdivision in which the principal office of the Academy is then located, exclusively for such purposes or to such organization or organizations as said court shall determine to be organized or operated exclusively for such purposes.

ARTICLE XI — Corporate Seal

There shall be a corporate seal which shall consist of two concentric circles and between the inner circle and the outer circle shall be the words “The International Academy of Pathology, Inc.” and in the center there shall be pictures of the lamp of knowledge, of a microscope resting on a book, of the globe and at the bottom “I.A.M.M. 1906,” an impression of such seal being made on the margin of this page.