Dr. Schreiber concluded his report and then asked for a moment of silence for members who had passed away in the past year.

Transcription

1 Minutes of the 92 nd Annual Business Meeting of the American Society for Clinical Pathology Friday, October 10, 2014 Tampa, Florida Dr. Steven Kroft, ASCP President, called the 92 nd Annual Business Meeting of the American Society for Clinical Pathology to order and thanked the members for attending. Report of the Treasurer Gregory N. Sossaman, MD, FASCP Dr. Sossaman presented the Treasurer s Report and gave an overview of ASCP s revenue and expenses for FY2014. He reported that ASCP ended FY2014 with positive income from operations. The financial result was consistent with the prior year s performance. ASCP finances were audited by the firm of Plante and Moran. In their opinion, the financial statements fairly represented the financial position of ASCP as of June 30, The firm felt that the management records were organized and fully available to the auditors. Report of the Secretary William E. Schreiber, MD, FASCP The minutes from the September 20, 2013 ASCP Annual Business Meeting were posted on the ASCP Website and copies were available at this meeting. A motion was made, seconded and carried out to: approve the minutes from the 91 st Annual Business Meeting held on September 30, 2014 in Chicago, IL. Dr. Schreiber reported that membership continues to be stable. As of September 1 st, there were 9,637 physicians and 97,237 laboratory professional dues paying members. Additionally, ASCP had 2,936 members in residency and fellowship programs, along with 11,030 laboratory science students and 779 medical students. Dr. Schreiber concluded his report and then asked for a moment of silence for members who had passed away in the past year. Report of the Bylaws Committee William Schreiber, MD, FASCP Dr. Schreiber reviewed the bylaws amendments which were recommended by the Bylaws Committee and approved by the ASCP Board of Directors. These changes were electronically sent to members eligible to vote. The changes included: Providing Laboratory Professional Members the right to serve as Secretary or Treasurer. Modifying the committee appointment process to allow the Commission on Continuing Professional Development to appoint members of those committees under its umbrella. The ASCP President will continue to appoint members to all Commissions and other committees. Removing the description of the commission committee terms of service from the bylaws. This information will be kept within each individual Commission Charter or policy manual. Modifying the title of Executive Vice President. Since ASCP has become a larger, complex organization, the title of Executive Vice President has been changed to Chief Executive Officer. Modifying the Election and Terms of Members to the Board of Certification (BOC), Board of Governors.

2 o o o Designating that one of the five ASCP Fellow members appointed to the BOC will also be a member of the American Society of Hematology Designating that one of the five ASCP Laboratory Professional Members appointed to the BOC will be a member of the American Association for Clinical Chemistry. Adjusting the term limits for the Chair and Chair-elect to two one-year terms. Removing the Transition Provisions concerning the BOC. It has been five years since the merger with the National Credentialing Agency has occurred and the transition has been fully implemented, thus the provisional statement regarding the merger has been removed from the bylaws. Adjusting the bylaws to invite the Chair of the Board of Certification to the ASCP Board of Directors meeting as a guest. In addition, there were several minor editorial changes for improved understanding. (See attachment A for the complete Bylaws Committee Report.) In accordance with the Bylaws, these changes were electronically sent to the eligible voting members and approved. The amendments will become effective at the conclusion of the business meeting. Report of the Nominations Committee Joel M. Shilling, MD, FASCP Dr. Shilling, Chair of the Nominations Committee, presented the results of the electronic voting. The nominations slate was posted in accordance with ASCP bylaws. The results of the election were: Approval of the following nominees as Officers of the Society: President-Elect: David N.B. Lewin, MD, FASCP Vice President: William E. Schreiber, MD, FASCP Secretary: Melissa Perry Upton, MD, FASCP Approval of the following nominees as Fellows at-large of the Society: Fellow at-large: Gene Siegal, MD, PhD, MD (2 nd term) Fellow at-large: Marsha C. Kinney, MD, MASCP Approval of the following nominee as Member at-large of the Society: Member at-large: Cynthia Johns, MSA, MASCP, MLS(ASCP) CM Recognition of Outgoing Board Members Steven H. Kroft, MD, FASCP Dr. Kroft recognized outgoing board members including: Joel M. Shilling, MD, FASCP Immediate Past President Amy S. Gewirtz, MD, FASCP Chair, Fellow Council Irina Lutinger, MPH, MASCP, H(ASCP)DLM, FACHE Member at-large Jack A. Hager, MT(ASCP)SBB Chair, Council for Laboratory Professionals Jennifer Stall, MD, FASCP Chair, Resident Council Introduction of New Board Members and Newly Elected President Steven H. Kroft, MD, FASCP Dr. Kroft welcomed the newly elected officers, Fellows at-large and Member at-large of the Board of Directors. Tampa, Florida Page 2

3 Dr. Kroft then presented Dr. William G. Finn with his presidential gavel denoting his acceptance of the Office of the President for the upcoming year. Dr. Finn s first duty as incoming President was to present Dr. Kroft with a past president s pin and plaque in recognition of his outstanding leadership during the past year. Report of Incoming President William G. Finn, MD, FASCP Dr. Finn thanked the members and said he looked forward to serving as the ASCP President. Adjournment William G. Finn, MD, FASCP There being no further business, the meeting was adjourned. Respectfully submitted, William E. Schreiber, MD, FASCP, Secretary Tampa, Florida Page 3

4 Attachment A Recommendations for Bylaws Changes 2014 The Bylaws Committee submits the following recommendations to the membership of the American Society for Clinical Pathology for revision to the Bylaws. The proposed changes are delineated below. Red Underlined text indicates changes. Strikeouts indicate deletions ASCP Bylaws Committee: William E. Schreiber, MD, FASCP, Irina Lutinger, MPH, MASCP, H(ASCP)DLM, FACHE, and Melissa Upton, MD, FASCP. Legal Counsel: Jeff Altman, Partner at Whiteford Taylor & Preston, LLC. PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE ARTICLE 2 CLASSES, QUALIFICATIONS AND RIGHTS OF MEMBERS 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, or to vote for, or to serve as officers of the Society, except that the Chair and Chairelect 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. SECTION 4. 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. 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 or to vote for, or and to serve as officers of the Society., except that the Chair and Chairelect 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. SECTION 4. 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. Members shall have the right to serve as Secretary or Treasurer of the Society. In 2012, the ASCP Board of Directors supported the Governance Task Force recommendation to provide Laboratory Professional Members the right to serve in the ASCP Secretary or Treasurer positions. The modification to Article 2. Section 2. Fellow reflects that Fellows can vote and serve as officers of the Society. The word or has been changed to and. The second change removes a section about other ASCP Board positions which is redundant since it is covered under Article 4 Officers and Board of Directors, Section 2 Board of Directors (see below). In 2012, the ASCP Board of Directors supported the Governance Task Force recommendation to provide Laboratory Professional Members the right to serve in the ASCP Secretary or Treasurer positions. 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5 PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE ARTICLE 4 OFFICERS AND BOARD OF DIRECTORS SECTION 1. Officers. The Officers of the Society shall consist of a President, a President-Elect, a Vice President, a Secretary, and a Treasurer. SECTION 2. Board of Directors. The Board of Directors shall be composed of the Officers, the Immediate Past President, five At-Large Directors who are Fellows, and three At-Large Directors who are Members, as well as the following exofficio members: the Chairs of the Fellow Council, the Council of Laboratory Professionals and the Resident Council, the Chair-elect of the Council of Laboratory Professionals and the Chair of the Board of Governors of the Board of Certification, and the Chair of the International Commission. SECTION 1. Officers. The Officers of the Society shall consist of a President, a President- Elect, a Vice President, a Secretary, and a Treasurer. Only Fellows shall have the right to serve as the President, President-Elect and Vice President. The Secretary and Treasurer can be either a Fellow or Member in good standing. SECTION 2. Board of Directors. The Board of Directors shall be composed of the Officers, the Immediate Past President, five At-Large Directors who are Fellows, and three At-Large Directors who are Members, as well as the following ex-officio members: the Chairs of the Fellow Council, the Council of Laboratory Professionals and the Resident Council, the Chair-elect of the Council of Laboratory Professionals and the Chair of the Board of Governors of the Board of Certification, and the Chair of the International Commission. In 2012, the ASCP Board of Directors supported the Governance Task Force recommendation to provide Laboratory Professional Members the right to serve in the ASCP Secretary or Treasurer positions. A Fellow Member can serve in the President, President-Elect and Vice President position. It is recommended that the Chair of the Board of Governors (BOG) of the Board of Certification (BOC) participate in ASCP Board of Directors Meetings as a guest rather than a standing member. Since the ASCP leadership is an invited guest at BOG meetings and not a standing member, this change would mirror the current structure for the BOG. This arrangement best protects the firewall between the ASCP and the BOC. It will maintain the independence of the certification function of the BOC and also preserve confidential information unique to each organization. The strategic partnership between ASCP and the BOC will continue. ARTICLE 5 DUTIES OF OFFICERS AND BOARD OF DIRECTORS SECTION 1. President. The President shall be the senior elected officer of and official spokesperson for the Society and shall preside at all meetings of the Society. The President shall serve as Chair of the Board of Directors. The President shall perform all duties usually incident to the office of President and such other duties as may be assigned to the President by the Board of Directors. Subject to the approval of the Board of Directors, the President shall also make all appointments to standing or ad hoc committees, commissions, and other subgroups of the Society, including the Editors of the official publications of the Society, and shall designate all official delegates and representatives to outside groups. SECTION 1. President. The President shall be the senior elected officer of and official spokesperson for the Society and shall preside at all meetings of the Society. The President shall serve as Chair of the Board of Directors. The President shall perform all duties usually incident to the office of President and such other duties as may be assigned to the President by the Board of Directors. Subject to the approval of the Board of Directors, the President shall also make all appointments to commissions, standing or and ad hoc committees, commissions, (except for the committees under the Commission on Continuing Professional Development, which shall be appointed by the Commission on Continuing Professional Development itself) and other subgroups of the Society., Subject to the approval of the Board of Directors, the President shall appoint including the Editors of the official publications of the Society, and shall designate all official delegates and representatives to outside groups. The ASCP President will be responsible for all appointments to commissions, standing and ad hoc committees, except for the committees which are overseen by the Commission on Continuing Professional Development (CCPD). The CCPD operates with a hybrid approach to educational product development. To provide CCPD greater flexibility to produce educational products, CCPD will oversee appointments to committees and workgroups. Tampa, Florida Page 5

6 PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE SECTION 7. Executive Committee. The Executive Committee may exercise the authority of the Board of Directors, when necessary in the conduct of the affairs of the Society, except that it shall have no authority to: select/terminate the Executive Vice President; appoint or remove the editor of the American Journal of Clinical Pathology or the editor of Laboratory Medicine; approve operating or capital budgets; elect members or awardees of the Society; buy or sell Society real estate; amend the bylaws or articles of incorporation; countermand any action taken by the Board of Directors; or take any action that is committed by law, these bylaws, or by resolution to the Board of Directors. All activities of the Executive Committee shall be reported to the Board of Directors at its next regularly scheduled meeting. SECTION 7. Executive Committee. The Executive Committee may exercise the authority of the Board of Directors, when necessary in the conduct of the affairs of the Society, except that it shall have no authority to: select/terminate the Executive Vice President Chief Executive Officer; appoint or remove the editor of the American Journal of Clinical Pathology or the editor of Laboratory Medicine; approve operating or capital budgets; elect members or awardees of the Society; buy or sell Society real estate; amend the bylaws or articles of incorporation; countermand any action taken by the Board of Directors; or take any action that is committed by law, these bylaws, or by resolution to the Board of Directors. All activities of the Executive Committee shall be reported to the Board of Directors at its next regularly scheduled meeting. As ASCP has become a larger and more complex organization, the role of the chief staff executive has expanded as well. It is recommended that the current title of Executive Vice President be changed to Chief Executive Officer in order to better reflect this expanded role and responsibility. SECTION 8. Executive Vice President. The Executive Vice President shall be the Chief Executive Officer of the Society, and shall direct the day-to-day conduct of the business of the Society. The Executive Vice President, employed by written contract, shall report to and be directly responsible to the Board of Directors. The Executive Vice President shall have the authority to appoint and discharge staff of the Society. The Executive Vice President shall have such other duties as may be assigned by the Board of Directors. SECTION 8. Chief Executive Officer (formerly designated as Executive Vice President) Executive Vice President. The Executive Vice President Chief Executive Officer shall be the Chief Executive Officer of the Society, and shall direct the day-to-day conduct of the business of the Society. The Chief Executive Officer Executive Vice President, employed by written contract, shall report to and be directly responsible to the Board of Directors. The Chief Executive Officer Executive Vice President shall have the authority to appoint and discharge staff of the Society. The Chief Executive Officer Executive Vice President shall have such other duties as may be assigned by the Board of Directors. See rationale for Section 7. Executive Committee ARTICLE 6 ELECTION, TERM OF OFFICE, ASSUMPTION OF DUTIES AND VACANCIES SECTION 1. Election. 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. Voting shall be conducted as provided in Article 9. SECTION 1. Election. 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 of the Board of Directors 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. Voting shall be conducted as provided in Article 9. The addition of the words of the Board of Directors was added after Members-At-Large for clarification. The ex officio members of the Board of Directors (The Chairs of the Fellow Council, Resident The ex officio members of the Board of Directors (The Chairs of the Fellow Council, Resident See rationale for Article 4. Officers and Board of Directors, Tampa, Florida Page 6

7 PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE 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. 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. Section 2. Board of Directors. SECTION 2. Term of Office. Except for the terms for Immediate Past President, President, President-Elect, Vice President, Council Chairs and Chairs-elect, and Board of Governors Chair, all terms are for three years, and all members are eligible to serve either two consecutive full terms or until a successor is qualified. The terms for Immediate Past President, President, President- Elect, Vice President, Council Chairs and Chairselect and Board of Governors Chair are for one year only or until their successors are qualified, except as provided in Article 6, Section 4. SECTION 2. Term of Office. Except for the terms for Immediate Past President, President, President-Elect, Vice President, Council Chairs and Chairs-elect, and Board of Governors Chair, all terms are for three years, and all members are eligible to serve either two consecutive full terms or until a successor is qualified elected. The terms for Immediate Past President, President, President-Elect, Vice President, Council Chairs and Chairs-elect and Board of Governors Chair are for one year only or until their successors are qualified elected, except as provided in Article 6, Section 4. ARTICLE 7 COMMITTEES, COMMISSIONS, AND COUNCILS The term qualified was changed to elected for consistency in the Bylaws. See rationale for Article 4. Officers and Board of Directors, Section 2. Board of Directors. SECTION 1. Committees of the Board of Directors. The Executive, Bylaws, Finance, and Nominations Committees shall be standing committees of the Board of Directors. Additional committees shall be established for specified purposes and duration as the needs of the Society dictate. (A) Executive Committee. The Executive Committee shall consist of the President, President-elect, Immediate Past President, Vice President, Secretary, Treasurer, and Chair of the Council of Laboratory Professionals. (B) Bylaws Committee. The Bylaws Committee shall consist of three members of the Board, one of whom shall serve as Chair (C) Finance Committee. The Finance Committee shall consist of the Treasurer of the Society, who shall serve as Chair, the President-elect, one Fellow, one Member, and one member representing the Board of Governors of the Board of Certification. (D) Nominations Committee. The Nominations Committee shall consist of the Immediate Past President, who shall serve as Chair, three Fellows, three Members, and one Resident. The terms of the members, with the exception of the ex officio members and the members of the Nominations Committee, of the committees of the Board shall be three years, renewable twice. The terms of the members of the Nominations Committee shall be one year, renewable twice. The terms of the Chairs, with the exception of those that are ex officio, shall be one year, SECTION 1. Committees of the Board of Directors. The Executive, Bylaws, Finance, and Nominations Committees shall be standing committees of the Board of Directors. Additional committees shall be established for specified purposes and duration as the needs of the Society dictate. (A) Executive Committee. The Executive Committee shall consist of the President, President-elect, Immediate Past President, Vice President, Secretary, Treasurer, and Chair of the Council of Laboratory Professionals. (B) Bylaws Committee. The Bylaws Committee shall consist of three members of the Board, one of whom shall serve as Chair. The terms of the members shall be three years, renewable twice for a total of nine years. The term of the Chair shall be one year, renewable five times. (C) Finance Committee. The Finance Committee shall consist of the Treasurer of the Society, who shall serve as Chair, the President-elect, one Fellow, one Member, one Resident, and one member representing the Financial Officer from the Board of Governors of the Board of Certification. The terms of the Fellow and Member shall be three years, renewable twice for a total of nine years. The term of the Resident shall be one year, renewable one time for a total of two years. (D) Nominations Committee. The Nominations Committee shall consist of the Immediate Past President, who shall serve as Chair, three Fellows, The changes to this article are primarily for clarity. Committee member terms have been included for each Committee instead of having a statement at the end of the section. The composition of the Finance Committee now includes appointment of one Resident member. In addition, one member representing the Board of Governors of the Board of Certification has been changed to reflect the specific position from the Board of Certification to serve as their representative, the Financial Officer. Tampa, Florida Page 7

8 renewable five times. PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE three Members, and one Resident. The terms of the members of the Nominations Committee shall be one year, renewable twice for a total of three years. The terms of the members, with the exception of the ex officio members and the members of the Nominations Committee, of the committees of the Board shall be three years, renewable twice. The terms of the members of the Nominations Committee shall be one year, renewable twice. The terms of the Chairs, with the exception of those that are ex officio, shall be one year, renewable five times. 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, 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. The following terms of service apply to members of committees of Commissions: Chairs of committees of Commissions shall serve a 1 year term renewable 5 times for a maximum of 6 years. Members of committees of Commissions shall serve a 3 year term renewable 2 times for a maximum of 9 years. Representatives of other organizations shall serve a term determined by the agreement held with their respective organization. Residents shall serve a 1 year term renewable 2 times for a maximum of 3 years. The chairs of the committees encompassed by the Commissions shall serve ex officio on the Commissions. Committees may from time to time appoint consultants to committees where appropriate. 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, 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. The following terms of service apply to members of committees of Commissions: Chairs of committees of Commissions shall serve a 1 year term renewable 5 times for a maximum of 6 years. Members of committees of Commissions shall serve a 3 year term renewable 2 times for a maximum of 9 years. Representatives of other organizations shall serve a term determined by the agreement held with their respective organization. Residents shall serve a 1 year term renewable 2 times for a maximum of 3 years. The chairs of the committees encompassed by the Commissions shall serve ex officio on the Commissions. Committees may from time to time appoint consultants to committees where appropriate. It is recommended that the description of terms for the committees of Commissions be removed from the Bylaws. There will continue to be committee term limits but this information will be kept separately from the Bylaws within the Commission Charters or policy manual. Tampa, Florida Page 8

9 PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE ARTICLE 8 CERTIFICATION OF MEDICAL LABORATORY PERSONNEL SECTION 1. Board of Certification. (A) Function. The Board of Certification shall develop, establish and maintain standards and procedures for individuals to enter, continue and/or advance in a career in medical laboratory science, and to certify those individuals who meet the required criteria. The Board of Certification shall maintain a roster of certificants. The certification functions of the Board of Certification shall be governed by a Board of Governors. (B) Composition. The Board of Governors shall be composed of the following: 1. Five Fellows of the American Society for Clinical Pathology. Each such member shall serve for a term of three years so arranged that the terms are staggered. 2. Five Members of the American Society for Clinical Pathology, a majority of whom are certified by the Board of Certification. Each such member shall serve for a term of three years so arranged that the terms are staggered. 3. Four Members of the American Society for Clinical Laboratory Science who are certified by the Board of Certification. Each such member shall serve for a term of three years so arranged that the terms are staggered. 4. Two Members of the Association of Genetic Technologists who are certified by the Board of Certification. Each such member shall serve for a term of three years so arranged that the terms are staggered. 5. A representative from each organization of laboratory specialties in which the Board of Certification provides certification that elects to participate (Participating Societies). Each such member shall serve for a term of three years. Insofar as possible, the terms of such members shall be so arranged that an equal number expire each year. 6. One person who serves as a representative of the public. The public member shall serve for a term of three years. SECTION 1. Board of Certification. (A) Function. The Board of Certification shall develop, establish and maintain standards and procedures for individuals to enter, continue and/or advance in a career in medical laboratory science, and to certify those individuals who meet the required criteria. The Board of Certification shall maintain a roster of certificants. The certification functions of the Board of Certification shall be governed by a Board of Governors. (B) Composition. The Board of Governors shall be composed of the following: 1. Five Fellows of the American Society for Clinical Pathology. One fellow shall serve a dual role as an ASCP-Fellow and a member of the American Society of Hematology (ASH). Each such member shall serve for a term of three years so arranged that the terms are staggered. 2. Five Members of the American Society for Clinical Pathology, a majority of whom are certified by the Board of Certification. One Member shall serve a dual role as an ASCP- Member and a member of the American Association for Clinical Chemistry (AACC). Each such member shall serve for a term of three years so arranged that the terms are staggered. 3. Four Members of the American Society for Clinical Laboratory Science who are certified by the Board of Certification. Each such member shall serve for a term of three years so arranged that the terms are staggered. 4. Two Members of the Association of Genetic Technologists who are certified by the Board of Certification. Each such member shall serve for a term of three years so arranged that the terms are staggered. 5. A representative from each organization of laboratory specialties in which the Board of Certification provides certification that elects to participate (Participating Societies). Each such member shall serve for a term of three years. Insofar as possible, the terms of such members shall be so arranged that an equal number expire each year. 6. One person who serves as a representative of the public. The public member shall serve for a term of three years. To further promote communication among their professional partners, the Board of Certification (BOC) Board of Governors (BOG) requests that One of the five ASCP Fellow members appointed also should be a member of the American Society of Hematology (ASH). One of the five ASCP Members appointed also should be a member of the American Association for Clinical Chemistry (AACC) Tampa, Florida Page 9

10 PRESENT WORDING PROPOSED WORDING RATIONALE FOR CHANGE (D) Operation of the Board of Certification. 1. Officers of the Board of Governors. The Board of Governors, by majority vote of its members annually, shall elect a Chair, Vice Chair, Secretary, and Financial Officer to serve for a term of one year or until their successors are elected. (D) Operation of the Board of Certification. 1. Officers of the Board of Governors. The Board of Governors, by majority vote of its members, shall elect a Chair, Chair- Elect Vice Chair, Secretary, and Financial Officer. The terms for the Chair and Chair-Elect are for two years only or until their successors are elected. The terms for the Secretary and Financial Officer are for one year, renewable without limit, or until their successors are elected. The BOC BOG has established a formal succession policy, creating a Chair-Elect position. The Chair-Elect will automatically ascend to the Chair position. The BOC BOG requests a title change from Vice Chair to Chair-elect. In addition, the terms for both the Chair and Chair-elect would be increased from one year to two years. Transition Provisions. The October 2009 amendments to these Bylaws regarding the Board of Certification reflect the Combination Agreement among the American Society for Clinical Pathology, the American Society for Clinical Pathology Board of Registry, the National Credentialing Agency for Laboratory Personnel, Inc., the American Society for Clinical Laboratory Science (ASCLS), and the Association of Genetic Technologists (AGT). Notwithstanding the provisions of Article 8, Section 1(C)(1)(d) and (e), ASCLS and AGT shall have the option to nominate only one person to fill each of the new Board of Governors positions designated for these organizations under these Bylaws amendments and also to specify the staggered terms (up to three years) for which these Governors shall serve. Thereafter, ASCLS and AGT shall nominate two person for each such Governor term that expires (or for any vacancy) as provided by these new provisions to the Bylaws. Transition Provisions. The October 2009 amendments to these Bylaws regarding the Board of Certification reflect the Combination Agreement among the American Society for Clinical Pathology, the American Society for Clinical Pathology Board of Registry, the National Credentialing Agency for Laboratory Personnel, Inc., the American Society for Clinical Laboratory Science (ASCLS), and the Association of Genetic Technologists (AGT). Notwithstanding the provisions of Article 8, Section 1(C)(1)(d) and (e), ASCLS and AGT shall have the option to nominate only one person to fill each of the new Board of Governors positions designated for these organizations under these Bylaws amendments and also to specify the staggered terms (up to three years) for which these Governors shall serve. Thereafter, ASCLS and AGT shall nominate two person for each such Governor term that expires (or for any vacancy) as provided by these new provisions to the Bylaws. It is proposed that the BOC Transition Provisions be removed from the Bylaws. It has been five years since the merger and the transition has been fully implemented. Tampa, Florida Page 10