2017-02-20T14:15:47-06:00 2016-06-30 381357951 PLANTE & MORAN PLLC 10 S Riverside Plaza 9th Floor Chicago IL 60606 990 2015-07-01 362406080 AMERICAN SOCIETY FOR CLINICAL PATHOLOGY AMER 3125414999 33 W MONROE No 1600 CHICAGO IL 60603 ROBERT LENDI CFO 3127381336 2017-02-20 1 Lu Ann Trapp P01506476 3122071040 2017-02-20 2015 2021-01-29 14:40:06Z E BLAIR HOLLADAY 33 W MONROE No 1600 CHICAGO IL 60603 51944050 0 X WWW.ASCP.ORG X 1922 IL SEE SCHEDULE O.The mission of the American Society for Clinical Pathology is to provide excellence in Education, Certification and Advocacy on behalf of patients, pathologists and medical laboratory professionals. 19 19 165 500 330037 146924 4185885 2396861 21013037 20902576 3482448 2555400 3678975 4259999 32360345 30114836 188600 162400 0 0 14331913 16378534 0 0 0 17183891 14061628 31704404 30602562 655941 -487726 39798505 36492818 12152033 12486262 27646472 24006556 The mission of the American Society for Clinical Pathology is to provide excellence in education, certification and advocacy on behalf of patients, pathologists and medical laboratory professionals. 0 0 4896423 162400 1805866 EDUCATIONAL PROGRAMS- THE SOCIETY OFFERS CLASSES AND WORKSHOPS TO PATHOLOGISTS AND MEDICAL LABORATORY PROFESSIONALS TO IMPROVE THEIR PROFESSIONAL COMPETENCE. THE SOCIETY ALSO PROVIDES SCHOLARSHIPS AND FELLOWSHIPS TO PATHOLOGY STUDENTS. 4121818 4366099 BOARD OF CERTIFICATION- THE SOCIETY ADMINISTERS EXAMINATIONS TO MEDICAL LABORATORY PROFESSIONALS WHO SEEK CERTIFICATION IN THEIR CHOSEN FIELDS. 3784530 8893527 MEMBERSHIP SERVICES AND CONVENTION/MEETING SERVICES. 5590696 8461928 5590696 8461928 18393467 1 1 0 1 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 294 0 1 165 1 1 1 0 0 0 0 0 0 0 0 0 X 19 19 0 0 1 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 1 0 IL IN X ROBERT LENDI 3125414769 33 W MONROE suite 1600 CHICAGO IL 60603 David NB Lewin President 1.00 X X 24000 0 0 William E Schreiber President-Elect 1.00 X X 0 0 0 James L Wisecarver Vice President 1.00 X X 0 0 0 Anne Walsh-Feeks Treasurer 1.00 X X 0 0 0 Melissa Perry Upton Secretary 1.00 X X 12600 0 0 William G Finn Past President 1.00 X 49200 0 0 Rex F Famitangco Chair Council 1.00 X 0 0 0 Lynnette G Chakkaphak Member At-Large Director 1.00 X 0 0 0 Jonathan Robert Genzen Chair, Fellow Council 1.00 X 0 0 0 Lee H Hilborne Chair, International Commission 1.00 X 0 0 0 Cynthia Johns Member At-Large Director 1.00 X 0 0 0 Nathan H Johnson Member At-Large Director 1.00 X 0 0 0 Marsha C Kinney Fellow At-Large Director 1.00 X 0 0 0 Henry Harv M Rinder Fellow At-Large Director 1.00 X 0 0 0 Kimberly Sanford Fellow At-Large Director 1.00 X 0 0 0 Gene P Siegal Fellow At-Large Director 1.00 X 0 0 0 Gregory N Sossaman Fellow At-Large Director 1.00 X 0 0 0 Diane L Sterchi Chair-elect, Council Laboratory 1.00 X 0 0 0 Harold Cliff Sullivan Chair, Resident Council 1.00 X 0 0 0 E Blair Holladay CEO 50.00 X 735328 0 95439 Steven Ciaccio COO 50.00 X 322475 0 28455 Suzanne Ziemnik CO Learning Educ. Research 50.00 X 244771 0 26837 Jeff Jacobs CO Science Tech. Policy 50.00 X 228292 0 29463 Ronald Swan II CIO 50.00 X 185800 0 33066 Patricia Tanabe Executive Director, VP 50.00 X 184512 0 32963 Lisa Simmons Chief Legal Officer 50.00 X 178558 0 3286 Shiwen Song Chief Science Officer 50.00 X 203001 0 13904 Jean Marie Dillon VP of Human Resources 40.00 X 147551 0 6377 Eric Parks Sr Dir Education Design, Technology 40.00 X 141500 0 19002 Joshua Weikersheimer Director, Scientific Publications 40.00 X 138050 0 12669 John Zhu Senior IT Manager 40.00 X 135517 0 29490 Robert Lendi CFO 40.00 X 126360 0 21097 3057515 0 352048 26 0 1 0 Kindle Communications PO Box 25034 Chicago IL 60625 Marketing Services 397640 The France Foundation 8321 Solutions Ctr Chicago IL 60677 Education Services 361995 Brightkey 9050 Junction Dr Annapolis MD 20701 Customer Service 266237 UBS 3011 Townsgate Rd Westlake Village CA 91361 Investment Management Services 262654 Cosmin Florin Bohateret 3102 Savannah Dr Aurora IL 60502 IT Services 252330 19 1851622 545239 2396861 MEMBERSHIP DUES 900099 8893527 8893527 EXAMINATION FEES 900099 4366099 4366099 SPONSORSHIP INCOME 900099 3844530 3592782 251748 WORKSHOP REVENUE 900099 1805866 1805866 SUBSCRIPTION REVENUE 511120 1287785 1287785 704769 78289 626480 20902576 598541 598541 678638 678638 23117778 21160919 1956859 1956859 1956859 4249656 668295 3581361 3581361 30114836 23527420 330037 3860518 162400 162400 2578667 647793 1930874 9127814 4253733 4874081 653337 375339 277998 3235765 1858929 1376836 782951 449801 333150 10570 10570 78623 78623 224500 224500 547777 547777 698032 698032 3206588 2947830 258758 361116 361116 1937338 1113019 824319 1259954 196062 1063892 1434625 1434625 279421 160526 118895 85270 48987 36283 BOARD OF CERTIFICATION 1412658 1412658 EDUCATION COURSES 1164331 1164331 PEPFAR Delivery 1011343 1011343 UBI Tax 40550 40550 308932 56393 252539 30602562 18393467 12209095 0 2903556 4299897 730302 819174 675109 606541 572301 495858 8751483 7458865 2022790 1292618 32894447 28978730 39798505 36492818 3716447 3065893 7608980 8926171 826606 494198 12152033 12486262 X 27646472 24006556 27646472 24006556 39798505 36492818 -487726 -3152190 0 X 0 1 X 1 1 1 X 12800359 12168800 11812385 11273499 11290388 59345431 16468712 16359210 16881333 16502690 15302188 81514133 29269071 28528010 28693718 27776189 26592576 140859564 0 0 0 140859564 1780883 1893287 2013400 2653904 1903659 10245133 1780883 1893287 2013400 2653904 1903659 10245133 37813 175883 92282 138900 147924 592802 31087767 30597180 30799400 30568993 28644159 151697499 0.92860 0.93230 0.06750 0.06430 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 179600 44900 224500 30378062 30602562 1000000 250000 0 0 1000000 1000000 1000000 1000000 4000000 6000000 195500 191825 205125 224500 816950 250000 250000 250000 250000 1000000 1500000 13500 15794 162500 179600 371394 2008421 1732240 276181 6374384 5357947 1016437 368678 368678 0 1292618 DEFERRED RENT EXPENSE 296463 DEFERRED LEASE INCENTIVE 197735 494198 X 27473213 -3152190 774433 -2377757 29850970 263866 263866 30114836 31113129 774433 774433 30338696 263866 263866 30602562 Part X, Line 2: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE SOCIETY AND RECOGNIZE A TAX LIABILITY IF THE SOCIETY HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE IRS OR OTHER APPLICABLE TAXING AUTHORITIES. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE SOCIETY AND HAS CONCLUDED THAT AS OF JUNE 30, 2016 AND 2015, THERE ARE NO UNCERTAIN TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE FINANCIAL STATEMENTS. Part XI, Line 2d - Other Adjustments: COST OF GOODS SOLD 668,295. INTERNAL REVENUE ALLOCATION 106,138. Part XII, Line 2d - Other Adjustments: INTERNAL EXPENSE ALLOCATION 106,138. COST OF GOODS SOLD 668,295. South Asia 0 0 PROGRAM SERVICES Supporting laboratory training and quality improvement for diagnosis and laboratory monitoring of HIV/AIDS Patients in Resource-Limited Countries under PEPFAR. 1467178 East Asia and the Pacific 0 0 PROGRAM SERVICES Supporting laboratory training and quality improvement for diagnosis and laboratory monitoring of HIV/AIDS Patients in Resource-Limited Countries under PEPFAR. 165467 Russia and Neighboring States 0 0 PROGRAM SERVICES Supporting laboratory training and quality improvement for diagnosis and laboratory monitoring of HIV/AIDS Patients in Resource-Limited Countries under PEPFAR. 136534 0 0 0 0 0 0 1769179 0 1769179 0 0 0 0 0 0 1 Siemens - ASCP SCHOLARSHIPS 118 137000 ASCP RESIDENT SUBSPECIALTY GRANTS 8 16000 ASCP PATHOLOGY INTEREST GROUP GRANTS 7 1400 STEM Student SCHOLARship AWARD 4 8000 Part I, Line 2: Scholarships are awarded to individuals in order to further thier education. To be considered for a scholarship, the candidate must be an ASCP student member, be enrolled in a NACCLS or CAAHEP accredited laboratory science program and be in the final clinical year of education. The candidate must maintain a minimum GPA, and be a United States Citizen or United States Resident. Selection criteria includes a summary of academic achievements, professional goals, leadership abilities, and community activities. X 1 1 X X 1 0 0 0 0 0 0 1 0 E Blair Holladay CEO 543895 0 98313 0 93120 0 39200 0 56239 0 830767 0 0 0 Steven Ciaccio COO 303389 0 18561 0 525 0 21200 0 7255 0 350930 0 0 0 Suzanne Ziemnik CO Learning Educ. Research 230456 0 14165 0 150 0 19582 0 7255 0 271608 0 0 0 Jeff Jacobs CO Science Tech. Policy 215131 0 13161 0 0 0 18263 0 11200 0 257755 0 0 0 Ronald Swan II CIO 175000 0 10800 0 0 0 14864 0 18202 0 218866 0 0 0 Patricia Tanabe Executive Director, VP 173875 0 10637 0 0 0 14761 0 18202 0 217475 0 0 0 Lisa Simmons Chief Legal Officer 167500 0 9558 0 1500 0 1786 0 1500 0 181844 0 0 0 Shiwen Song Chief Science Officer 203001 0 0 0 0 0 12404 0 1500 0 216905 0 0 0 Jean Marie Dillon VP of Human Resources 45251 0 0 0 102300 0 2750 0 3627 0 153928 0 0 0 Eric Parks Sr Dir Education Design, Technology 141500 0 0 0 0 0 8157 0 10845 0 160502 0 0 0 Joshua Weikersheimer Director, Scientific Publications 138050 0 0 0 0 0 11169 0 1500 0 150719 0 0 0 John Zhu Senior IT Manager 135517 0 0 0 0 0 11450 0 18040 0 165007 0 0 0 Part I, Line 1a E. BLAIR HOLLADAY WAS THE ONLY ELGIBLE PERSON TO RECEIVE THE HOUSING BENEFIT. THE AMOUNT OF $60,000 WAS INCLUDED IN TAXABLE EARNINGS AND TREATED AS TAXABLE COMPENSATION. Part I, Line 1b This Benefit was decided upon by the Board of Directors, they have joint review in regards to the Fringe benefits that the CEO will be eligible for when reviewing his compensation on an annual basis. Part I, Line 4a Jean Dillon, VICE PRESIDENT OF HUMAN RESOURCES, RECEIVED 17 PAYMENTS IN 2015 TOTALING $102,300. Part I, Line 7 Some individuals received performance bonuses, and the CEO (Holladay) received a bonus payment, as approved by the Board of Directors. Additionally, on an annual basis, the Society reviews their budget to determine whether it is in a deficit for the upcoming fiscal year. If it is not in a deficit, senior management requests approval from a Board committee for all staff (except the CEO) to receive a 1 or 2% bonus calculated against their earnings. The bonus is discretionary, as well. Employees that meet the income criteria for being Highly Compensated are entered in a separate, discretionary bonus program that enables them to be considered for a higher bonus that is determined based on whether the Society ends the fiscal year in a deficit or not. Some individuals in this HCE group may be ineligible based on work performance, based on determination by the CEO and Chief Legal Officer. Form 990, Part VI, Section A, line 4 THE ORGANIZATION MADE THE FOLLOWING UPDATES TO ITS BYLAWS SO THEY READ AS FOLLOWS: ARTICLE 2 SECTION 1. CLASSES OF MEMBERS. THE SOCIETY SHALL HAVE THE FOLLOWING CLASSES OF MEMBERS: (A) FELLOW, (B) RESIDENT, (C) MEMBER, (D) INTERNATIONAL, (E) STUDENT, (F) MEDICAL AFFILIATE, (G) EMERITUS, (H) REGISTRANT, (I) LIFE, AND (J) HONORARY FELLOW. ONLY ONE CLASS OF MEMBERSHIP MAY BE HELD AT ANY ONE TIME BY ANY MEMBER OF THE SOCIETY. ARTICLE 2 SECTION 2. FELLOW. ANY PERSON WHO IS A LICENSED PHYSICIAN AND WHOSE PRACTICE, AT THE TIME OF APPLICATION FOR MEMBERSHIP, IS DEVOTED IN MAJOR PART TO PATHOLOGY, OR BRANCH THEREOF, AND WHO HOLDS ONE OR MORE OF THE PRIMARY CERTIFICATES, I.E., ANATOMIC OR CLINICAL, OF THE AMERICAN BOARD OF PATHOLOGY OR WHO HAS PASSED EITHER THE ANATOMIC OR CLINICAL PATHOLOGY PORTION OF THE AMERICAN BOARD OF PATHOLOGY EXAMINATIONS, OR WHO IS BOARDED BY THE AMERICAN BOARD OF PATHOLOGY IN A PATHOLOGY SUBSPECIALTY, SHALL BE ELIGIBLE FOR MEMBERSHIP AS A FELLOW. ONLY FELLOWS SHALL HAVE THE GENERAL RIGHT TO VOTE REGARDING THE OVERALL AFFAIRS OF THE SOCIETY, INCLUDING CHANGES TO ITS BYLAWS AND ARTICLES OF INCORPORATION. FELLOWS SHALL HAVE THE RIGHT, TO VOTE FOR, AND TO SERVE AS OFFICERS OF THE SOCIETY. A FELLOW SHALL NOT BE ELIGIBLE FOR ANY OTHER CLASS OF MEMBERSHIP EXCEPT EMERITUS, LIFE AND HONORARY FELLOW. ARTICLE 2 SECTION 8. EMERITUS. THE SOCIETY MAY GRANT EMERITUS MEMBERSHIP TO ANY FELLOW OR MEMBER IN GOOD STANDING WHO (I) HAS REACHED THE AGE OF 65 AND HAS FULLY RETIRED FROM THE PRACTICE OF PATHOLOGY OR LABORATORY MEDICINE, OR (II) THE SOCIETY DETERMINES SHOULD BE GRANTED EMERITUS MEMBERSHIP FOR APPROPRIATE SPECIAL OR EXTENUATING CIRCUMSTANCES. EMERITUS FELLOWS AND MEMBERS SHALL NOT HAVE THE RIGHT TO HOLD OFFICE OR VOTE, BUT MAY BE APPOINTED TO COMMITTEES. ARTICLE 2 SECTION 9. REGISTRANT. FORMERLY, ANY PERSON WHO WAS CURRENTLY CERTIFIED, OR WHO HAD PREVIOUSLY BEEN CERTIFIED, BY THE BOARD OF CERTIFICATION IN ONE OR MORE CATEGORIES WAS ELIGIBLE FOR MEMBERSHIP AS A REGISTRANT. THE SOCIETY HAS SINCE STOPPED ACCEPTING APPLICATIONS FOR MEMBERSHIP AS A REGISTRANT. WHEN THE SOCIETY NO LONGER HAS LEGACY REGISTRANT MEMBERS, THE REGISTRANT MEMBERSHIP CATEGORY WILL BE ELIMINATED. ARTICLE 2 SECTION 10. LIFE. THE SOCIETY MAY GRANT LIFE MEMBERSHIP TO ANY FELLOW, MEMBER, OR EMERITUS IN GOOD STANDING WHO (I) HAS BEEN A FELLOW, MEMBER, OR EMERITUS FOR A COMBINED TOTAL OF 25 YEARS, EXCLUDING THE PERIOD OF TIME IN STUDENT OR RESIDENT MEMBERSHIP; (II) HAS REACHED THE AGE OF 65; AND (III) HAS FULLY RETIRED FROM THE PRACTICE OF PATHOLOGY OR LABORATORY MEDICINE. LIFE FELLOWS AND MEMBERS SHALL NOT HAVE THE RIGHT TO HOLD OFFICE OR VOTE, BUT MAY BE APPOINTED TO COMMITTEES. LIFE FELLOWS AND MEMBERS SHALL NOT BE REQUIRED TO PAY DUES. ARTICLE 2 SECTION 11. HONORARY FELLOW. THE BOARD OF DIRECTORS MAY GRANT HONORARY FELLOW MEMBERSHIP TO ANY PERSON WHO HAS MADE SIGNIFICANT ACHIEVEMENTS IN PATHOLOGY OR LABORATORY MEDICINE. HONORARY FELLOWS SHALL NOT HAVE THE RIGHT TO HOLD OFFICE OR VOTE, BUT MAY BE APPOINTED TO COMMITTEES. HONORARY FELLOWS SHALL NOT BE REQUIRED TO PAY DUES. ARTICLE 2 SECTION 12. SPECIAL CIRCUMSTANCES. ANY PERSON WHO HAS SPECIAL QUALIFICATIONS AND INTERESTS DEEMED DESIRABLE TO THE SOCIETY MAY, UPON RECOMMENDATION OF THE MEMBERSHIP COMMISSION, BE ELIGIBLE FOR ANY APPROPRIATE CATEGORY OF MEMBERSHIP. ARTICLE 3 SECTION 6. SPECIAL DISTINCTION: MASTER. ANY FELLOW OR MEMBER IN GOOD STANDING FOR AT LEAST TEN YEARS AND WHO, UPON RECOMMENDATION OF THE AWARDS COMMITTEE AND APPROVAL BY THE BOARD OF DIRECTORS, HAS DEMONSTRATED SIGNIFICANT CAREER ACCOMPLISHMENTS AND SERVICE TO THE SOCIETY MAY BE AWARDED THE DESIGNATION OF MASTER. ARTICLE 6 SECTION 2. TERM OF OFFICE. EXCEPT FOR THE TERMS FOR IMMEDIATE PAST PRESIDENT, PRESIDENT, PRESIDENT-ELECT, VICE PRESIDENT, AND COUNCIL CHAIRS AND CHAIRS-ELECT, ALL TERMS ARE FOR THREE YEARS, AND ALL MEMBERS ARE ELIGIBLE TO SERVE EITHER TWO CONSECUTIVE FULL TERMS OR UNTIL A SUCCESSOR IS ELECTED. THE TERMS FOR IMMEDIATE PAST PRESIDENT, PRESIDENT, PRESIDENT-ELECT, VICE PRESIDENT, COUNCIL CHAIRS AND CHAIRS-ELECT ARE FOR ONE YEAR ONLY OR UNTIL THEIR SUCCESSORS ARE ELECTED, EXCEPT AS PROVIDED IN ARTICLE 6, SECTION 4. ARTICLE 7 SECTION 2. COMMISSIONS AND COMMITTEES OF THE SOCIETY. THE BASIC WORK OF THE SOCIETY SHALL BE ORGANIZED INTO COMMISSIONS OF THE SOCIETY, OF WHICH THERE ARE FOUR: MEMBERSHIP, CONTINUING PROFESSIONAL DEVELOPMENT, SCIENCE, TECHNOLOGY AND PUBLIC POLICY AND INTERNATIONAL. EACH COMMISSION SHALL DEVELOP AND MONITOR OVERALL SOCIETY STRATEGY IN ITS RESPECTIVE SUBJECT AREA. THE COMMISSIONS SHALL REPORT TO THE BOARD OF DIRECTORS. THE CHAIR OF EACH COMMISSION SHALL BE APPOINTED BY THE PRESIDENT, WITH THE ADVICE AND CONSENT OF THE BOARD, EXCEPT FOR THE CHAIR OF THE INTERNATIONAL COMMISSION, THE CHAIRS SHALL BE APPOINTED FROM AMONG THE AT-LARGE MEMBERS OF THE BOARD. THE TERMS OF THE COMMISSION CHAIRS SHALL BE ONE YEAR, RENEWABLE FIVE TIMES. THE TERMS OF THE AT-LARGE MEMBERS OF THE COMMISSIONS SHALL BE THREE YEARS, RENEWABLE ONCE FOR A MAXIMUM OF SIX YEARS. SUBJECT TO THE APPROVAL OF THE BOARD, THE COMMISSIONS MAY FORM COMMITTEES TO ENABLE THE WORK OF THE SOCIETY. ARTICLE 7 SECTION 3. COUNCILS OF THE SOCIETY. THERE SHALL BE THREE COUNCILS OF THE SOCIETY, EACH REPRESENTING ONE OF THE PRINCIPAL CLASSES OF MEMBERSHIP: A FELLOW COUNCIL, A RESIDENT COUNCIL, AND A COUNCIL OF LABORATORY PROFESSIONALS. THEIR CHARGE IS TO PROVIDE ADVICE AND COUNSEL TO THE BOARD OF DIRECTORS THROUGH THE COMMISSION ON MEMBERSHIP, ON HOW THE SOCIETY MAY BEST MEET THE NEEDS OF THE RESPECTIVE CLASS OF MEMBERSHIP. THE FELLOW COUNCIL SHALL CONSIST OF NINE MEMBERS, EACH TO SERVE A THREE-YEAR TERM. THE COUNCIL OF LABORATORY PROFESSIONALS AND THE RESIDENT COUNCIL SHALL CONSIST OF TWELVE MEMBERS, EACH TO SERVE A THREE-YEAR TERM. IN THE CASE OF THE FELLOW AND COUNCIL OF LABORATORY PROFESSIONALS, THE TERM SHALL BE RENEWABLE ONCE. THE CHAIR OF EACH COUNCIL SHALL BE ELECTED FROM AMONG THE SITTING MEMBERS OF THE COUNCIL, AS SPECIFIED IN ARTICLE 6. EACH CHAIR SHALL HAVE A TERM OF ONE YEAR. MEMBERS OF EACH COUNCIL ARE TO BE ELECTED BY A VOTE OF ALL MEMBERS IN THE RESPECTIVE MEMBERSHIP CLASS. Form 990, Part VI, Section A, line 6 Classes of Members. The Society shall have the following classes of members: (a) Fellow, (b) Resident, (c) Member, (d) International, (e) Student, (f) Medical Affiliate, (g) Emeritus, (h) Registrant, (i) Life, and (j) Honorary Fellow. Only one class of membership may be held at any one time by any member of the Society. Fellow. Any person who is a licensed physician and whose practice, at the time of application for membership, is devoted in major part to pathology, or branch thereof, and who holds one or more of the primary certificates, i.e., anatomic or clinical, of the American Board of Pathology or who has passed either the anatomic or clinical pathology portion of the American Board of Pathology examinations, or who is boarded by the American Board of Pathology in a pathology subspecialty, shall be eligible for membership as a Fellow. Only Fellows shall have the general right to vote regarding the overall affairs of the Society, including changes to its Bylaws and Articles of Incorporation, or to vote for, or to serve as officers of the Society, except that the Chair and Chair-elect of the Council of Laboratory Professionals, the Chair of the Resident Council, and the Chair of the Board of Governors of the Board of Certification shall serve as voting members of the Board of Directors ex officio, and three Members shall serve as voting At-Large Directors. A Fellow shall not be eligible for any other class of membership except Emeritus, Life and Honorary Fellow. Resident. Any person who is a licensed physician actively training for a career in pathology and who is, or has been, within the previous three years, enrolled in a training program accredited by the Accreditation Council for Graduate Medical Education and/or approved by the Royal College of Physicians and Surgeons of Canada shall be eligible for membership as a Resident. A Resident shall have the right to vote for members of the Resident Council, as provided in Article 7. Member. (A) Any person who is currently, or has been previously, certified by the Board of Certification in one or more categories, or (B) any non-physician whose interests parallel those of the Society and who holds an academic doctorate acceptable to the Membership Commission (whether or not such person currently, or has been previously, certified by the Board of Certification) shall be eligible for membership as a Member. A Member shall have the right to vote for members of the Council of Laboratory Professionals and for Member At-Large Directors as provided in Article 7. International. Any person who holds equivalent credentials of Fellow, Resident, Member, or Medical Affiliate in the country or region in which the person practices (other than the United States or Canada,) and holds membership in any appropriate existing medical or laboratory association in the country or region in which that person practices shall be eligible for membership as an International member. Student. Any medical student enrolled in a medical school approved by the Liaison Committee on Medical Education of the American Medical Association and the American Association of Medical Colleges, or the Committee on Accreditation of the Association of Canadian Medical Colleges, or in an osteopathic medical school approved by the Bureau of Professional Education of the American Osteopathic Association, shall be eligible for membership as a Student. Any student enrolled in a regionally accredited college/university science program or a medical laboratory science program approved by an appropriate accrediting agency also shall be eligible for membership as a Student. Medical Affiliate. Any licensed physician who practices in the United States or Canada, whose interests parallel those of the Society and who is not eligible for membership as a Fellow may, on recommendation of a Fellow, be eligible for membership as a Medical Affiliate member. Emeritus. The Society may grant Emeritus membership to any Fellow or Member in Good Standing who (i) has reached the age of 65 and has fully retired from the practice of pathology or laboratory medicine, or (ii) the Society determines should be granted Emeritus membership for appropriate special or extenuating circumstances. Emeritus Fellows and Members shall not have the right to hold office or vote, but may be appointed to committees. Registrant. Formerly any person who was currently certified, or who had been previously certified by the Board of Certification in one or more categories was eligible for membership as a Registrant. The Society has since stopped accepting applications for membership as a Registrant. When the Society no longer has legacy Registrant members, the Registrant membership category will be eliminated. Life. The Society may grant Life Membership to any Fellow, Member or Emeritus in good standing who (i) has been a Fellow, Member, or Emeritus for a combined total of 25 years, excluding the period of time in Student or Resident Membership; (ii) has reached the age of 65; and (iii) has fully retired from the practice of pathology or laboratory medicine. Life Fellows and Members shall not have the right to hold office or vote, but may be appointed to committees. Life Fellows and Members shall not be required to pay dues. Honorary Fellow. The board of directors may grant honorary fellow membership to any person who has made significant achievements in pathology or laboratory medicine. Honorary fellows shall not have the right to hold office or vote, but may be appointed to committees. Honorary fellows shall not be required to pay dues. Form 990, Part VI, Section A, line 7a All officers (except the incoming President) and all Fellows At-Large of the Board of Directors who are eligible for election or re-election are elected by majority vote of the Fellows in conjunction with the annual business meeting. All Members At-Large are elected by a majority vote of the Members in conjunction with the annual business meeting. The official list of nominees shall be prepared by the Nominations Committee, reviewed and approved by the Board of Directors, and published at least 40 days before the annual business meeting. Additional nominations for any such office or position shall be made at least 28 days prior to the annual business meeting, by submitting to the Secretary in writing, the name of each additional nominee supported by the signatures of at least 50 voting members. The final list of nominees shall be published at least 21 days before the annual business meeting, and voting shall be conducted as provided in article 9. The ex officio members of the Board of Directors (The Chairs of the Fellow Council, Resident Council, Council of Laboratory Professionals, and Board of Governors of the Board of Certification, and the Chair-elect of the Council of Laboratory Professionals) shall be elected from among the then sitting members of the respective Councils and Board by the members of those Councils and Board, in a manner prescribed by their operating policies and procedures. Form 990, Part VI, Section B, line 11 Governing body and/or executive committee review of Form 990 - The board retains the services of an independent CPA firm to prepare the organization's Form 990. Management and the Chief Legal Officer review the completed Form 990 and provide a full copy to the executive and finance committees and then to the board of directors prior to filing. These committees and the board of directors are provided a reasonable amount of time to review the return and ask any questions directly to organization management or the contact at the independent CPA firm prior to filing. Form 990, Part VI, Section B, line 12c Conflicts of Interest Policy Monitoring - Officers, directors, trustees, key employees and key volunteers are annually required to complete a conflict of interest disclosure statement as a precursor to their service to the organization. Conflicts and potential conflicts are monitored by our Executive Office and addressed as appropriate. Form 990, Part VI, Section B, line 15 THE COMPENSATION OF THE EXECUTIVE VP IS DETERMINED BY THE EXECUTIVE COMMITTEE BASED ON DATA PROVIDED BY THE HUMAN RESOURCES DEPARTMENT WHICH UTILIZES PUBLISHED SURVEYS BY INDEPENDENT SOURCES. THE COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES IS DETERMINED BY THE SUPERVISING EXECUTIVE BASED ON DATA PROVIDED BY THE HUMAN RESOURCES DEPARTMENT WHICH UTILIZES PUBLISHED SURVEYS BY INDEPENDENT SOURCES. Form 990, Part VI, Section C, line 19 Public Disclosure of Documents - conflict of interest policies, governing documents and financial statements are available upon written request.