Bylaws

International Association of Oral Pathologists

BYLAWS

OF

INTERNATIONAL ASSOCIATION OF ORAL PATHOLOGISTS

A NON-PROFIT TEXAS CORPORATION

                                                                   ARTICLE 1

                                                                  PURPOSES

                                                               General Purpose

            1.01      The Association is organized exclusively for charitable, scientific, literary and educational purposes.

                                                              Specific Purposes

            1.02      The Association is organized specifically to promote the study of oral pathology and medicine; to develop the treatment of oral diseases and disorders; to advance knowledge in the clinical aspects, laboratory diagnosis and research in oral pathology; and to encourage communication among individuals of all nations in pursuance of those objectives.

                                                                   ARTICLE 2

                                                                    OFFICES

                                                                 Principal Office

            2.01      The principal office of the Association in the State of Texas shall be located in the City of Dallas, County of Dallas.  The Association may have such other offices, either within or without the State of Texas, as the Council may determine or as the affairs of the Association may require from time to time.

                                               Registered Office and Registered Agent

            2.02      The Association shall continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act.  The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed from time to time by the Council.

                                                                   ARTICLE 3

                                                                MEMBERSHIP

                                                                     Eligibility

            3.01      Any individual who is interested in oral pathology and medicine shall be eligible for membership in this Association, provided such person conforms to the recognized standards of professional ethics.

                                                                      Election

            3.02      Any person who is eligible for membership, who shall have applied in writing on the prescribed form and submitted an up to date curriculum vitae, and who shall have been approved by the Council, shall become a member of the Association upon payment of dues.

                                                                Discontinuance

            3.03      Membership may be automatically terminated by a member by notifying the Secretary/Treasurer of his or her resignation.  Membership may also be discontinued for any member by vote of two-thirds of the members of the Council.

                                                                 Reinstatement

            3.04      Upon written request signed by a former member and filed with the Secretary/Treasurer, the Council may, by majority vote of the Council, reinstate such former member to membership on such terms as the Council may deem appropriate.

                                                           Transfer of Membership

            3.05      Membership in this Association is not transferable nor assignable.

                                                                  Voting Rights

            3.06      Each dues paid member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

Life Membership

            3.07      Life membership shall be conferred on members of the Association, who have been in good standing, and who have retired from active work in oral pathology and medicine.

                                                         Honorary Life Membership

            3.08      Honorary Life Membership may be conferred on distinguished oral pathologists who have made profound and sustained contributions of international significance to the field of oral pathology and medicine.  Nominations for the category of Honorary Life Member are to be made by the Nominating Committee to the Council and the Council shall determine whether such an honour shall be bestowed.  Honorary Life Membership will have full membership rights, but no annual dues will be payable.

                                                                   ARTICLE 4

                                                       MEETINGS OF MEMBERS

                                                                Regular Meeting

            4.01      A regular meeting of the members shall be held at least once every two years (unless prevented by circumstances beyond the control of the members) or more frequently as may be required by law at such times as may be determined by majority vote of the Council for the purpose of electing Councillors and for the transaction of other business as may come before the meeting. The title of the regular meetings shall be International congress on oral pathology and medicine.

                                                                Special Meeting

            4.02      Special meetings of the members may be called by the President, the Council, or not less than one-tenth of the members having voting rights.

                                                               Place of Meeting

            4.03      The Council may designate any place as the place of meeting for any regular meeting of the members.  The person or persons calling any special meeting of the members may designate any place as the place of such special meeting.  If no designation is made, the place of meeting shall be the registered office of the Association in the State of Texas.

                                                              Notice of Meetings

            4.04      Written or printed notice stating the place, day, and hour of any meeting of members shall be published in an appropriate journal or in the IAOP newsletter, or delivered either personally or by mail, fax or e-mail  to each member entitled to vote at such meeting, at a time reasonably calculated to give each such member adequate notice of such meeting, by or at the direction of the President, or the Secretary/Treasurer, or the officers or persons calling the meeting. Adequate notice of a regular biennial meeting shall normally be not less than one year.  In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, faxed or e-mailed, the notice of a meeting shall be deemed to be delivered when deposited in the mail addressed to the member at his or her address as it appears on the records of the Association, with postage thereon prepaid.

Quorum

            4.05      The members holding ten percent (10%) of the votes which may be cast at any meeting of members shall constitute a quorum at such meeting.  If a quorum is not present (in person or by proxy) at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Voting by Mail

            4.06      Where Councillors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail, fax or e-mail in such manner as the Council shall determine. Voting papers will normally be distributed to members at least three months before the regular biennial meeting, at the closure of which the elected officers shall take office.

ARTICLE 5

COUNCIL

General Powers

            5.01      The affairs of the Association shall be managed by its Council.  Councillors must be members of the Association.

Number, Tenure, and Qualifications

            5.02      The Council shall consist of such officers who are ex officio members of the Council and one Councillor elected from each Geographic Region having members of the Association.  For purposes of such representation the following Geographic Regions are recognised: North America, Latin America and the Caribbean, Africa, Australasia, Asia and Europe (including Israel)).  Each Councillor shall hold office for four years, normally covering a period of two regular meetings.

                                                               Regular Meetings

            5.03      A regular meeting of the Council shall be held without other notice than this bylaw in conjunction with each meeting of members.  The Council may provide by resolution the time and place for the holding of additional regular meetings of the Council without other notice than such resolution.

                                                               Special Meetings

            5.04      Special meetings of the Council may be called by or at the request of the President or any two Councillors.  The person or persons authorized to call special meetings of the Council may fix any place as the place for holding any special meetings of the Council called by them.

                                                                       Notice

            5.05      Notice of any special meetings of the Council shall be given not less than sixty (60) nor more than one hundred and eighty (180) days before the date of the special meeting, by written notice delivered personally or sent by mail, fax or e-mail  to each Councillor at his or her address as shown by the records of the Association.  If mailed, such notice shall be deemed to be delivered when deposited in the mail so addressed with postage thereon prepaid.  The attendance of a Councillor at any meeting shall constitute a waiver of notice of such meeting, except where a Councillor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called nor convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Council need be specified in the notice or waive of notice by such meeting, unless specifically required by law or by these bylaws.

                                                                      Quorum

            5.06      A majority of the Council shall constitute a quorum for the transaction of business at any meeting of the Council; but if less than a majority of the Councillors are present at said meeting, a majority of the Councillors present may adjourn the meeting from time to time without further notice.