ASCLS-PA Articles of Incorporation

Document No. 2875: filed September 1940, in the office of the Registrar of Deeds, County of Philadelphia; State of Pennsylvania, and revised May, 1961; May 1964; May 1965; May 1966; May 1967; April 1970; April 1971; April 1973,

April 1975; April 1980; April 1988; April 1994; April 1996; April 2008.

ARTICLE I

Name

The name of this organization is the AMERICAN SOCIETY FOR CLINICAL LABORATORY SCIENCE – PENNSYLVANIA, hereafter referred to as the Society or ASCLS-PA.

ARTICLE II

Affiliation

This Society is an affiliate society of the American Society for Clinical Laboratory Science and shall at no time adopt any policy contrary to the principles of said society, except as may be required by the Commonwealth of Pennsylvania.

ARTICLE III

Purposes

The purposes of this corporation are:

        To promote higher standards in clinical laboratory methods and research.

        To elevate the status of those specializing in medical laboratory technique.

        To create mutual understanding and co-operation among the medical technologies and physicians and all others who are employed  in the 

               interest of individual and public health.

        To  issue charters to affiliate societies.

        To promote the mutual aid and benefits of its members.

        In general to do anything and everything necessary and proper to the conduct of a society of this nature, and for the purpose of attaining or

               furthering any of its objects to do any and all other acts and things, and to exercise any and all other powers, which now or hereafter may

               be authorized by law.

ARTICLE IV

Location

The Post Office address of registered Office in Philadelphia is the Philadelphia County Medical Society Building, 2100 Spring Garden Street, Philadelphia, Pennsylvania 19130.

ARTICLE V

Plan

ARTICLE VI

Incorporators

The names of the persons forming this corporation were:

      Catherine Clarkson                  Philadelphia PA

      Fannie DeSilver                       Philadelphia PA

      Kathleen Cornell                      Philadelphia PA

      Dorothea Zoll                           Philadelphia PA

      Cora I. Miller                            Fox Chase  PA

      Mary F. Eichmann                   Philadelphia  PA

      Kathryn Halloran                     Philadelphia  PA

      Elizabeth Ewing Kessler         Philadelphia  PA

      Mariann Biannini                     E. Lansdowne  PA

ARTICLE VII

First Board of Directors

The first meeting of the members and of the Board of Directors was held in Philadelphia on the 17^th day of April, 1940.  The names of the first Board of Directors were:

      President:            Catherine Clarkson

      Vice-President:    Fannie DeSilver

      Treasurer:            Dorothea Zoll

      Secretary:            Kathleen Cornell

ARTICLE VIII

Term of Corporation

The term of duration of this corporation shall be perpetual subject to the laws of the Commonwealth of Pennsylvania pertaining thereto.

ARTICLE IX

Membership

The membership of this corporation shall consist of such classes and sub-classes as may be provided by the Bylaws of this Society, and the members in each of such classes shall have such rights and privileges and shall be govern by such rules of eligibility, admission, retention and dismissal as may be prescribed by the Bylaws.

Membership may be granted only to those persons who also become members of the ASCLS.  There shall be no discrimination as to race, color or creed in qualifications, privileges and responsibilities of membership.

ARTICLE X

Officers and Directors

The officers of this Society shall be a president, a present-elect, a recording secretary, a corresponding secretary, a treasurer, and such other officers as may be provided by the Bylaws of this Society.  The respective terms of office and duties of all such officers shall be as prescribed by the Bylaws.  The Board of Directors shall consist of the president, president-elect, the secretary, the treasurer, and other members designated as Directors.  The terms of office and duties of the Directors shall be as prescribed by the Bylaws.  The Board of Directors shall constitute the governing body of this Society while the House of Delegates is not in session.

ARTICLE XI

House of Delegates

There shall be a House of Delegates whose membership shall consist of : the members of the Board of Directors; the president and president-elect of each district society or their respective alternates; delegates elected or designated by the district societies on a representative basis as provided in the Bylaws of this Society; and such other members as may be provided by the Bylaws.  The House of Delegates shall be the governing body of this Society.

ARTICLE XII

District Societies

The Society shall be composed of district societies which now hold, and which may hereafter be granted charters from this Society.  Each district shall represent a geographical area, the boundaries of each shall be determined as provided by the Bylaws.  Each society which is now chartered by this Society shall be duly recognized as a district society.  Additional district societies may be formed and chartered in accordance with such requirements and procedures as prescribed by the Bylaws of this Society.

ARTICLE XIII

Bylaws

The House of Delegates shall have the power to adopt, enact, and emend by Bylaws consistent with the Articles of Incorporation, the general objects and purpose of the Society, the expressed Bylaws provisions of the ASCLS, and not in conflict with the laws of the Commonwealth of Pennsylvania