Constitution

APA Constitution

ARTICLE 1 - NAME

The name of this corporation shall be the American Pancreatic Association, Inc., hereafter referred to as Association.

ARTICLE 2

The Association is incorporated under the laws of the State of Pennsylvania as a not-for-profit corporation as of December 9, 1976.

ARTICLE 3 - PURPOSES

Section 1. The purposes of the Association are to foster clinical and basic research covering the entire spectrum of interests related to the pancreas, and to sponsor an annual meeting at which unpublished research may be presented and discussed.

Section 2. To accomplish these purposes, the Association is authorized to solicit and receive donations and dues; to receive, manage, invest real and personal property, money and securities; and to disburse monies and assets for activities in keeping with the stated purposes.

ARTICLE 4 - POWERS

Section 1. Acting through its Governing Board, subject to the powers and restrictions of its bylaws, the Association is empowered to do all and only such acts as are necessary or convenient to the purposes herein set forth. This association shall act to the same extent and as fully as any natural person might or could do to purchase, lease, hold, sell, mortgage, or dispose of real or personal property; to enter into, make, perform or carry out contract with any firm, person, any or all of the purposes of the corporation within or without the State of Pennsylvania, in other states, the District of Columbia, the territories and colonies of the United States, in Canada, or elsewhere.

Section 2. The private property of the members shall not be subject to the payment of corporate debts to any extent whatever.

Section 3. The corporation shall have no corporate stock and is not organized for profit.

Section 4. The Association shall vest its general management in a Governing Board consisting of its immediate past-president, its officers and councilors.

Section 5. The existence of its corporation is to be perpetual.

ARTICLE 5 - AMENDMENTS

The Constitution of the Association may be amended at any annual meeting upon the affirmative vote of three-fourths of the members present and voting, provided that the amendment has been approved by two-thirds of those present and voting at the preceding annual meeting. Proposed amendments shall be submitted to the Governing Board over the signature of at least ten (10) members at least sixty (60) days before the annual meeting. Notice of the proposed amendments, together with the Governing Board's recommendations, shall be mailed to each member of the Association at least thirty (30) days before each annual meeting at which the amendment is to be considered.