The American Pancreatic Association is dedicated to a vision of the advancement of pancreatology, spanning all types of research, teaching/education, clinical care and policy through interactions with government and society. It is committed to inclusion through gender and race/ethnic group diversity in its membership, governing board and memberships. Its goals and objectives will be memorialized through the following bylaws:

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 American Pancreatic Association (hereafter referred to as APA) and have contributed to knowledge about the pancreas. Members should make every effort to attend and participate in the annual meeting. Associate member designation will be conferred upon students, residents, fellows and junior faculty in the first 3 years of their career.

Section 2. Dues – All fees and dues shall be proposed by the Governing Board. Any change in dues or initial membership fee shall require a majority vote of the governing board.

(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.

Section 3. Rights and Privileges – Members in good standing

(1) may participate in the scientific sessions of the annual meeting,

(2) Vote on any items brought forth by the governing board at the business meeting

(3) Will be eligible for election to office in the APA.

(4) Will have access to the annual meeting program and abstracts submitted for presentation electronically prior to the meeting.

ARTICLE 2 – OFFICERS AND GOVERNING BOARD COMPOSITION

Section 1. Positions – The officers of the APA 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 APA 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 Chairperson of the Governing Board. The President shall appoint and charge, with the approval of the Governing Board, the Chairperson and members of all committees.The President shall serve for one year, beginning at the close of that year’s annual meeting and ending at the close of the following year’s annual meeting.

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 by the President with the approval of the 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 APA 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 APA, and shall pay all of its expenses. The Secretary-Treasurer shall keep the APA’S accounts and shall present a report of its financial status at each annual meeting, and at such other times as the governing board may request. The accounts shall be audited annually by the Finance Committee and an external auditor and both will produce reports to be presented to the governing board. A summary of the finances shall be presented to the membership at the annual APA meeting. A Secretary-Treasurer shall be elected every five years and may be eligible for renewal amongst other candidates.

Section 5. Councilors – There shall be three (3) Councilors, each of whom will have a three-year term, in a staggered fashion to ensure continuity. The Councilors may be eligible as candidates for president.

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. All board members shall vote on agenda items, either directly or indirectly (conference call, electronically as needed). Majority vote shall convey approval of the agenda item(s). All activities of the APA, 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 3

Section 1. Nomination – Candidates for the Governing Board. A member may nominate or self-nominate candidates for President-Elect, Secretary-Treasurer and Councilors. This nomination dossier should request the following to be submitted to the Secretary-Treasurer:

  1. Letter of Interest to specify position (500 word limit)
  2. Vision Statement (1000 word limit)
  3. Curriculum Vitae
  4. Letters of Recommendation (up to 3 letters, 500 word limit each)

The President will appoint a Nomination and Awards Committee to review candidates for the review Governing Board and make recommendations for approval by the existing Governing Board.

The Governing Board shall review the list of candidates and vote upon the candidates with majority vote needed in the first round. The top 2 candidates for each position shall go to a second round of voting with majority vote needed. The results will be announced at the annual meeting in the membership meeting for approval.

Section 2. Election of Officers – At the annual meeting of the APA, 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.

ARTICLE 4 – QUORUM

A quorum shall consist of at least 30 members in good standing. 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 5 – COMMITTEES

Section 1. Standing Committees – Standing committees shall be established by the Governing Board to fulfill the needs of the APA. Committees so established shall consist of at least 5 members, appointed by the President with the approval of the Governing Board. The President shall designate the chairperson. Standing Committees of the APA shall be as follows:

(A) Nomination and Awards Committee

In addition to reviewing nominations for the Governing Board this committee will also review nominations for standing awards to be granted at the annual meeting. This submission process for nominations for awards will follow the same process as the candidates for the Governing Board.

(B) Finance – This committee shall consist of three or more members, of which at least one is a board member, 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. The Governing Board, committees and members are dedicated to fiscal health of the APA and cannot take actions that undermine the APA’s goals and objectives through any potential fiscal mismanagement.

(C)  Program committee. The President (with advice from the governing board) shall appoint two overall Co-Chairs (Basic and Clinical) and subchairs who in turn will appoint members (with advice from the governing board) to oversee the design of the annual APA meeting. Attention should be paid to diversity, new members and international members. The chair and subchairs must submit their proposals for the annual APA meeting (and related events on the day prior to the APA meeting) in a timely fashion.  The chair and her/his subchairs and additional members shall be appointed by December 1 of the calendar year, in essence within 4 weeks of the annual APA meeting. The Chair/subchairs The chair and subchairs must submit their proposals for the annual APA meeting (and related symposia) in a timely fashion, no later than February 1 of the following year to the President and Governing Board for discussion and approval. Based upon APA missions, the President and Governing Board may make changes.

(D).  Young Trainee Committee: This committee will also develop a professional/academic session as deemed necessary and/or beneficial to the aims of the APA.

(E). Women, Diversity & Inclusion Committee: This committee will also develop a professional/academic session as is deemed necessary and/or beneficial to the aims of the APA. This may be done in concert with the young trainee committee.

(F) 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.

Committees will be supported by the Board to meet at the annual meeting and will make recommendations, as needed, to the Board.

The Governing Board and select members (e.g. Chairs of committees; Past Presidents), with a recommended size not to exceed 15 people and recommended to hold every 5 years to develop and update strategic plans. Ad hoc industry members, government officials and patient advocates may be invited at the discretion of the Governing Board. The strategic planning retreat shall be run by the active President.  A summary will be shared with the membership for online commentary and finalized within 4 weeks of the public commentary, and posted on the APA website.

ARTICLE 6 – 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/her 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.

Members of the governing board and committees must adhere to principles of fairness, compassion, and equality as well as promotion of the vision, goals and objectives of the APA. Any Governing Board or Committee Member who is alleged and found to have confirmatory unprofessional misconduct shall be removed by majority vote of the Governing Board. Each Governing Board and Committee Member will sign forms related to the conflicts of interest, ethical principles and adherence to the advancement of the APA.

ARTICLE 7 – ANNUAL MEETING

The annual meeting of the Association shall be held at a time and place to be determined by the Secretary-Treasurer, subject to approval from the Governing Board.

ARTICLE 8 – 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 electronically to each member of the Association at least thirty (30) days before the annual meeting.

Last amended November 1, 2020