CONSTITUTION

of the

INTERNATIONAL SOCIETY FOR ANALYTICAL CYTOLOGY

The name of the Society is the INTERNATIONAL SOCIETY/ FOR ANALYTICAL CYTOLOGY.

The Society is a scientific and educational organization whose purpose is:
1. To promote research, development and applications in analytical cytology. Analytical cytology is broadly defined as the characterization and measurement of cells and cellular constituents for biological, diagnostic and therapeutic purposes. It embraces components of cytochemistry, cytophysics, anatomy, biology, physiology, pathology, image analysis, instrumentation, clinical laboratory practice and other subjects of relevance.

2. To facilitate integration of the many disciplines within analytical cytology.

3. To disseminate knowledge of analytical cytology.

4. To provide information and advice on those aspects of public policy which are concerned with analytical cytology.

Membership in the Society is open to all persons who share the stated purpose of the Society and who have educational, research or practical experience in some aspect of analytical cytology.

The Officers of the Society are a President, a President-Elect, a Secretary and a Treasurer. The President-Elect serves one term as such, followed by one term as President. No person shall serve as President-Elect or as President more than once. A term is the interval between successive Business Meetings of the Society. The Secretary and Treasurer serve for three consecutive terms and will not be eligible for re-election. Their terms of office are staggered; they take office at different Business Meetings.

The Society is governed by a Council consisting of the Officers, the immediate Past President, and nine Councilors. Councilors are elected to serve for three consecutive terms, three councilors to be elected each term. Councilors are eligible for re-election two terms after they leave the Council. The Editor of the Society's journal is a non-voting member of Council. The Editor is appointed by the President with approval of Council and serves for the term of that President. There is no limit of consecutive terms for the Editor.

The Society is empowered to affiliate with other organizations. Proposals for affiliation shall be initiated by a Member of Council and approved by Council or may be initiated by a petition to Council from 30 General Members of the Society. To become effective, such proposals must be approved by a majority of General Members voting on a mail ballot.

The provisions of the Constitution of the Society shall be carried out in accordance with accepted standards of parliamentary procedure, as described in Robert's Rules of Order, except as provided under the Bylaws of the Society.

Amendments to this Constitution may be initiated by a Member of Council and approved by Council or may be initiated by a petition to Council signed by 5% of the General Members of the Society. Proposed amendments to this Constitution must be approved by two-thirds of Council, must then be discussed at a Business Meeting of the Society, and must finally be submitted by mail ballot to the membership for ratification. Ratification of proposed amendments to this Constitution requires approval of two-thirds of those General Members of the Society voting.

Dissolution of the Society for any cause shall follow the same procedure as amendments and must be in accordance with the applicable regulations of the 1965 Internal Revenue Code, Sectionction 506, and any amendments thereto.

All funds and other assets of the Society, including any rights to funds, percent or future, contingent or actual, shall be irrevocably assigned and transferred to any successor society which has among its principal purposes the encouragement, development and dissemination of knowledge in the biological or physical sciences, and has qualified as an exempt organization under Section 501 (C)(3) of the 1956 Internal Revenue Code. Such activities or any amendments thereto need not be the only purpose of the successor society.

The selection of the successor society must be approved by a two-thirds vote of the Council and named in Council's minutes and in its Articles of Dissolution, but need not be named in the motion of a petition for dissolution.

2. A General Member is one who has paid the dues for the current calendar year and is eligible to vote in elections and at business meetings of the Society.

3. To become a General Member of the Society, persons eligible under Article III of the Constitution must be sponsored by two General Members and approved by Council.

4. Only General Members of the Society have the right to vote, to petition, to sponsor new Members and to hold office.

The Society will hold International Congresses at intervals decided by Council. A General Business Meeting shall be held at each International Congress and marks the end and beginning of a term of office. Parliamentary procedures in the Business Meeting shall follow ªRobert's Rules of Orderº, and a quorum shall be 10% of the Society Membership or 50 General Members, whichever is smaller. The Society will sponsor symposia, workshops, seminars, tutorials or other such events to satisfy other needs of the members.

The fiscal affairs of the Society are based on the calendar year.

Membership dues are set by Council; changes are subject to majority approval at a Business Meeting before going into effect.

Dues shall be paid annually within a time prescribed by Council. Delinquent Members shall be given reasonable warning before being dropped from Membership.

The Society is empowered to publish or to enter into agreements with others to publish such journals and other publications (abstracts, reviews, newsletters, collected papers from a meeting, etc.) as may be authorized by Council.

The President chairs Council meetings; appoints and charges, with the approval of Council, the chairs and other members of committees of Council, except as otherwise specified in these Bylaws; and carries out other activities usually pertaining to the office. The President organizes and presided over the International Congress of the Society, and presides over the Business Meeting held in conjunction with the Congress.

The President-Elect assists the President and succeeds to the Presidency the moment that office becomes vacant. When succession is premature due to the absence or disablement of a President, Council shall decide whether or not to hold a special election to select a new President-Elect.

The Secretary chairs the Membership Services Committee and carries out other duties usually pertaining to the office.

The Treasurer chairs the Finance Committee and carries out other duties usually pertaining to the office.

1. Council acts as the Board of Trustees for the Society. As such it establishes the policies of the Society in accordance with the Constitution and implements the execution of these policies in accordance with these Bylaws.

2. Council directs the planning of and approves meetings and authorizes expenditures of Society funds.

3. Council shall fill a vacancy in the office of Secretary or of Treasurer until the office can be filled by a regular election of the Society. Council shall elect one of its members as Acting President in the event that the Presidency becomes vacant and there is no President-Elect. Council shall decide whether to hold special elections to replace an Acting President. Council shall also decide about a special election to replace a President-Elect, as detailed in Article V of the Bylaws.

Interim vacancies among the Councilors shall be filled by appointments made by Council.

4. Council may, at its discretion, retain a professional Executive Director to assist in handling the affairs of the Society. In general, the Executive Director prepares for the Council all business that has not been assigned to others, and sees that Council's instructions are carried out. The Executive Director recommends plans of operation and conducts the business of the Society generally, under the guidance of Council, and prepares an annual report. Council shall determine other duties and responsibilities of the Executive Director.

5. Council has the discretionary power to establish an Executive Committee of Members of Council to be selected by the President and approved by Council, and may delegate to this Committee such powers as it sees fit.

6. Council shall meet at least once per year at the call of the President. When appropriate, its business can be conducted by mail or telephone. Eight Members of Council shall constitute a quorum.

7. Council may apply for grants or secure donations for specific projects which are consistent with the purposes of the Society.

8. Council may defray expenses incurred in the course of its duties, including travel to meetings other than the International Congress of the Society.

9. There are four Standing Committees of the Society, with duties and responsibilities as provided in Article VII of these Bylaws. The Committees are:
a. Nominating
b. Membership Services
c. Finance
d. Scientific Advisory

Council may establish other committees, as appropriate, to meet special needs of the Society. Council approves all committee appointments. Council will ensure that committee membership represents as broad a cross section of the Society as possible and practical.

There are four Standing Committees of the Society, with duties, responsibilities and terms of service as listed below. Each Committee submits an operating budget to the Finance Committee to incorporate into the Annual Budget.

1. Nominating Committee
The Nominating Committee consists of the Immediate Past President of the Society, who chairs the Committee, and three other General Members of the Society. All Committee members are appointed by the President with concurrence of Council. Members of the Committee serve during the term of the President who appoints them.

No more than one representative from any institution shall be appointed to this Committee. The Committee has the following duties:
a. To provide Society Members with a list of open positions as they occur, an invitation to submit nominations, and a deadline for response.
b. After the deadline has passed, to compile a list of candidates containing two Committee nominees for each position. All nominees by petition shall be entered on this list.
c. To ascertain the willingness of each candidate to serve in the position under consideration.
d. To supply the Secretary, at least 90 days prior to an election, with a list of candidates for each position, a statement from each candidate including the willingness to serve, a brief biography and a statement of how the candidate proposes to further the goals of the Society. Candidates shall represent as broadly as possible all aspects of analytical cytology. Nominations by petition from the membership require the signatures of a number of General Members of the Society equal to 546 of the number of votes cast in the preceding election or 30, whichever is smaller.

2. Membership Services Committee
The Membership Services Committee consists of the Secretary of the Society, who chairs the Committee, and four General Members of the Society. Except for the first year, each President will appoint two members of this Committee with concurrence of Council. The appointed members serve two terms each with two new members taking office at the beginning of each term.

This Committee maintains a list of members of the Society, makes the scientific community aware of the goals of the Society, and encourages appropriate non-members to join the Society. The Committee shall review all applications for membership, evaluate them with respect to membership requirements, and forward approved applications to the Council for ratification.

This Committee shall encourage educational activities on behalf of the Society. This may include workshops, seminars, courses or tutorials, sponsored solely by this Society or in collaboration with other organizations. This Committee shall collaborate with the Scientific Advisory Committee in planning Society conferences to ensure attention to the educational aspects of such conferences.

3. Finance Committee
The Finance Committee consists of the Treasurer of the Society, who chairs the Committee, the President, the President-Elect, the Immediate Past President, and four General Members of the Society. Except for the first year, each President will appoint two members of this Committee with concurrence of Council. The appointed members serve two terms each with two new members taking office at the beginning of each term. The Finance Committee receives proposed budgets for all activities of the Society including Committees of the Society. The Committee meets at least annually to prepare the yearly operating budget, which is then submitted to Council for approval. The Committee is responsible for monitoring the financial operations of the Society throughout the year, including obtaining an annual audit.

4. Scientific Advisory Committee
The Scientific Advisory Committee consists of the President of the Society, who chairs the Committee, and four General Members of the Society. Except for the first year, each President will appoint two members of this Committee with concurrence of Council. The appointed members serve two terms each with two new members taking office at the beginning of each term. This Committee, following the guidance of the President and Council, is responsible for oversight and coordination of all Scientific Meetings of the Society.

Officers and Councilors are elected by mail ballot. The ballot is provided by the Nominating Committee and mailed by the Secretary to the membership at least six weeks before the next Business Meeting. The candidate(s) for each office who receive(s) the largest number of votes shall be elected.

Special elections shall take place when specified by Council and will follow the same procedure.

Amendments to these Bylaws shall be initiated according to the same procedure as amendments to the Constitution, except that a majority vote by mail ballot shall suffice for ratification.

1 June 1 990

updated:Tue Aug 15 10:13:03 PDT 1995
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