Article I: Name and Purpose

Section 1.01. Name. The Korean Pathologists Association of North America (KOPANA)

Section 1.02. Purpose. KOPANA is formed to foster networking among pathologists of Korean heritage through professional interactions and also to foster excellence and collaboration in education, research, and the clinical practice of pathology by the members. 

Article II: Membership 

Regular: Individuals with a Korean heritage, who completed pathology training program and currently practice in USA, Canada, or elsewhere outside of Korea. 

Trainee: Individuals with a Korean heritage, who are in a Pathology training program in USA, Canada, or elsewhere outside of Korea. 

Emeritus: Individuals with a Korean heritage, who have retired after practicing Pathology in USA, Canada, or elsewhere outside of Korea. 

Annual Dues: Membership due shall be paid to the Treasurer or his/her agent (as approved by the Executive Committee) in US dollars.  Trainee and Emeritus members shall pay no dues.

Waiver of Dues: The annual dues may be waived by the Board of Directors under certain extraordinary circumstances, upon request from the member.

Article III: Finance

Section 3.01. Fiscal Year.  The fiscal year of KOPANA is January 1 – December 31 but may be subjected to change by resolution of the Executive Committee.

Section 3.02. Annual Dues and Assessments.  The amount of the annual dues and assessments shall be determined by the Executive Committee.

Section 3.03. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and other expenses shall be signed or endorsed by the General Secretary and in such manner as shall from time to time be determined by resolution of the Executive Committee or of any committee to which such authority has been delegated by the Executive Committee.

Section 3.04. Financial Controls. KOPANA is committed to maintaining best practices in its financial controls, reporting and record keeping.  The Executive Committee shall ensure that an internal or external audit, as appropriate in conformance with best practices for nonprofit organizations of the same or similar budget size, be performed each year.

Article IV: Tax Exemption

KOPANA is organized exclusively for the charitable purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code of 1986 of the USA. KOPANA shall not conduct any activities that are not permitted to be conducted by an organization that is exempt from the US Federal Income Tax under Section 501.

Article V: Officers

Section 5.01. President: The President shall be a member of the Executive Committee of KOPANA and will preside at all meetings of the Executive Committee. The President shall perform all duties attendant to that office, subject, however, to the control of the Executive Committee, and shall perform such other duties as on occasion shall be assigned by the Executive Committee.  The President shall set the agenda for Executive Committee meetings. 

Section 5.02. General Secretary. All operations of KOPANA shall vest in the General Secretary with such powers and functions as would be necessary to provide effective and efficient management and smooth running of KOPANA.  Provided, nevertheless the powers and functions shall be subject to the superintendence, control and directions of the Executive Committee.  The General Secretary shall collect and give receipts for all money due the Corporation, retaining duplicate receipts, and shall hold in safekeeping all KOPANA funds, shall report in writing the transactions of the Corporation at least once a year. 

Section 5.03. Board of Directors.  The Board of Directors shall have the power to act in the name of KOPANA between annual meetings, provided said actions are not in conflict with the bylaws.  The Board of Directors shall meet at the call of the President, General Secretary or at the call of a majority of the Board of Directors. 

Article VI. Committees

Section 6.01. Executive Committee.  The Executive Committee consists of the current officers, the Past President, and chairs of the standing committees. The Executive Committee is the policy-making body and plays advisory role. 

Section 6.02. Education Committee. The Chair of the Education Committee shall work in collaboration with the President and General Secretary to prepare the program for the annual meeting for the Corporation subject to the approval of the Executive Committee. 

Section 6.03. Communication/Website and Membership Committee. The chair of the Communication/Website and Membership Committee shall maintain the membership data for all current members of the Corporation, and maintain and regularly update the KOPANA website. 

Section 6.04. Special Meetings. Meetings shall be at such dates, times and places as the Executive Committee shall determine.

Section 6.05. Notice. Meetings may be called by the President or at the request of any two members of the Executive Committee by notice emailed, mailed, or telephoned, or text messaged to each member of the Executive Committee not less than forty-eight (48) hours before such meeting.

Section 6.06. Quorum. A quorum shall consist of a majority of the Executive Committee attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the members of the Executive Committee is present at said meeting, a majority of the members of the Executive Committee present may adjourn the meeting on occasion without further notice.

Section 6.07. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Executive Committee (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Executive Committee or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Executive Committee or of the committee as the case may be.

Section 6.08. Participation in Meeting by Conference Telephone. Members of the Executive Committee may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section 6.09. Reimbursement. Executive Committee members shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Executive Committee members serving the organization in any other capacity are allowed to receive compensation therefore.

Article VII: Indemnification

The KOPANA shall indemnify the Board of Directors, and the Officers of KOPANA, individually or as a group, against any liability in connection with the proceeding in which the indemnified representative may be involved in an indemnified capacity, without limitation, except where the conduct of the indemnified representative has been finally determined by a court of law to constitute willful misconduct or recklessness, or accrual of personal benefit to which the indemnified individual is not legally entitled.

Article VIII: Meetings

Section 8.01. KOPANA Seminar is held every year. The date and place of the meeting shall be determined by the Executive Committee.

Section 8.02. KOPANA Dinner is held every year. The date and place of the dinner shall be determined by the Executive Committee.

Section 8.03. Attendance. The annual KOPANA seminar and dinner shall be opened to all KOPANA members and KSP members should they wish.

Section 8.04. Special meetings may be held as determined by the Executive Committee.

Article IX: Amendments

These Bylaws may be amended by a majority vote of the Executive Committee, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Executive Committee waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 6.07.