ARTICLE 1

MEMBERSHIP

Section 1. Members - Criteria for admission to active membership shall be determined by the Governing Board. The membership shall be open to those who share the stated purposed of the Association and have contributed to knowledge about the pancreas.

Section 2. Dues - All fees and dues shall be proposed by the Governing Board and ratified by the membership. Any change in dues or initial membership fee shall require a majority vote at that annual meeting.

(a) There shall be an initial membership fee to cover the cost of enrolling a new member.

(b) Members shall pay annual dues in the amount and within the period proposed by the Governing Board, and ratified by the membership.

(c) Any members whose dues are two years in arrears shall be dropped from the Association, but on vote of the Governing Board may be reinstated if all arrears are made up before the next annual meeting.

(d) The Governing Board at its discretion may remit or reduce the dues of any member.

Section 3. Rights and Privileges - Members may participate in the business and scientific sessions of the Association meeting, may vote at the meetings and shall be eligible for election of office in the Association. A mimeographed program and copies of all abstracts to be presented at the annual meeting will be sent to members in good standing prior to the meeting.

ARTICLE II

OFFICERS AND GOVERNING BOARD

Section 1. Positions - The officers of the Association shall be the President, President-Elect and Secretary-Treasurer. Only members may be elected to these offices.

Section 2. President - The President shall be the chief executive officer of the Association and shall, in general, perform all duties pertinent to that position. The President shall preside at all meetings of the Association and shall serve as chairman of the Governing Board. The President shall appoint and charge, with the approval of the Governing Board, the chairman and members of all committees. The President shall serve until the close of the next annual meeting following his assumption of office.

Section 3. President-Elect - A President-Elect shall be elected each year, to become president in the year following election. The President-Elect shall serve as president in case of the absence or inability of the President to serve. The President-Elect shall also perform such other duties as may be assigned to him by the President or Governing Board. The President-Elect shall serve until the close of the next annual meeting, and will automatically succeed to the presidency when the office becomes vacant.

Section 4. Secretary-Treasurer - The Secretary-Treasurer shall keep the minutes of all meetings of the association and of the Governing Board. The Secretary-Treasurer shall be custodian of the corporate records, shall collect and be the custodian of all funds of the Association, and shall pay all of its expenses. The Secretary-Treasurer shall keep the Association's books of account and shall present a report of its financial status at each annual meeting, and at such other times as the Council may request. The accounts shall be audited annually by the Finance Committee. A Secretary-Treasurer shall be elected every five years.

Section 5. Councilors - There shall be three (3) Councilors, one of whom shall be elected each year to serve a 3 year term. At the annual meeting at which this section of the Bylaws is adopted, three (3) Councilors shall be appointed. After their appointment, it shall be decided by lot that one of these shall serve for one year; another will serve two years; and the third will serve three years.

Section 6. The Governing Board - The Governing Board shall consist of the Immediate Past-President, the President, President-Elect, the Secretary-Treasurer, and three (3) Councilors. Affirmative action of not less than four-sevenths of the members of the Board shall be considered the action of the entire Board. All activities of the Association, including the holding of elections, and the preparation of the programs at the meetings of the members shall be supervised and directed by the Governing Board. Vacancies due to disability, death, or resignation shall be filled, for the balance of the year until the next annual meeting, by Presidential appointment, subject to confirmation by the Governing Board. The Governing Board shall report its actions to the membership at the annual meeting. The Governing Board shall serve as the Board of Directors of the corporation.

ARTICLE III

Section 1. Nomination - The President shall appoint a nomination committee composed of three (3) members of the Association. In this number there shall be one Councilor. The nominating committee shall prepare a slate of nominations for President-Elect, Councilor, and any vacancy of the Council for presentation to the membership and election at the annual meeting. Nominations may also be submitted by petition signed by at least 10 members and submitted to any member of the Governing Board 30 days in advance of the annual meeting.

Section 2. Election of Officers - At the annual meeting of the Association, a President-Elect and one Councilor shall be elected. Every five years a Secretary-Treasurer shall be elected. Whenever a vacancy exists on the Governing Board after the foregoing elections, it shall be filled by election at the annual meeting. The term of office of the Secretary-Treasurer may be extended by mutual consent of the office holder and members of the Association.

ARTICLE IV

QUORUM

A quorum shall consist of at least 10 members. A simple majority of members present and voting shall be required to elect officers and councilors. Voting may take place by a show of hands or written ballots.

ARTICLE V

COMMITTEES

Section 1. Standing Committees - Standing committees shall be established by the Governing Board to fulfill the needs of the Association. Committees so established shall consist of at least three members, appointed by the President with the approval of the Governing Board. The President shall designate the chairman. Standing Committee of the Association shall be as follows:

(a) Finance - This committee shall consist of three or more members, of whom one is a Councilor, and the others are members-at large, all serving for one year only. It will be responsible for auditing the financial statement of the Secretary-Treasurer, for reporting to the Governing Board at its meetings, and to the membership at the annual meeting.

(b) Nominating - See Article III, Section 1.

(c) Membership - The committee will review credentials of proposed candidates forwarded by the Secretary-Treasurer, and recommend to the Governing Board prior to the annual meeting those whom they consider qualified for membership. Criteria for qualification shall be as set forth in Article 1.

Section 2. Ad Hoc Committees - The President with the advice and consent of the Governing Board, may from time to time designate ad hoc committees to consider matters of Interest to the Association. The number of members, designation of the chairman, the term of membership and the duration of the duties of each such ad hoc committee shall be as determined by the Governing Board.

ARTICLE VI

SUSPENSION AND RESIGNATION OF MEMBERS

Any members of the Association may be suspended for non-payment of dues or for unprofessional conduct. A member accused of unprofessional conduct must be informed of the charges and shall have the right to be heard by the Governing Board in his own defense. Expulsion for unprofessional conduct shall require an affirmative vote of three-fourths of the members present and voting at the annual business meeting.

A member whose dues are two years in arrears shall be so notified by the Secretary-Treasurer. If no payment is made within 60 days, the member shall be suspended, but on vote of the Governing Board may be reinstated if all arrears are made up before the next annual meeting.

A member may resign at any time by filing a written resignation with the Secretary-Treasurer, but such resignation shall not constitute exemption from the payment of dues for the year.

ARTICLE VII

ANNUAL MEETING

The annual meeting of the Association shall be held at a time and place to be determined by the Governing Board with the approval of the membership. Each member may submit to the President or may sponsor two papers at each annual meeting. An alternative would be that members could sponsor one (1) paper and submit one (1) of their own. Those received by the deadline date announced will be evaluated by a selection committee to include the President and at least one other officer or councilor.

ARTICLE VIII

AMENDMENTS

The Bylaws of the Association may be amended or changed at any annual meeting upon the affirmative vote of two-thirds of the members present and voting. Proposed amendments shall be submitted to the Governing Board over the signature of the least five members at least sixty (60) days before the annual meeting. Notice of proposed changes together with the Board's recommendation shall be mailed to each member of the Association at least thirty (30) days before the annual meeting.