ARTICLE I – NAME
The name of the Corporation shall be the Texas Society for Microscopy.
ARTICLE II – PURPOSE
This Corporation, henceforth referred to as the Society, is organized exclusively as a scientific and educational organization. The purpose of this Society shall be: (a) to increase and disseminate knowledge concerning the biological and physical applications of microscopy and related instrumentation, and (b) to promote free exchange of ideas and information among microscopists and interested participants. Notwithstanding any other provision of these articles, this Society shall not, except to an insubstantial degree, engage in any activities, or exercise any powers that are not in furtherance of the purposes of this Society. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
ARTICLE III – MEMBERSHIP>
Membership in the Society shall be open to individuals who share the stated purpose of the Society. The Society shall not discriminate among applicants for membership on the basis of race, age, gender or religious or sexual preference. All nouns and pronouns in this document are considered to be inclusive rather than gender specific. The Society shall consist of regular members, student members, corporate members, and honorary members.
An applicant, other than a corporate organization, having an interest in microscopy, may be considered for regular membership. An applicant enrolled in an undergraduate or graduate academic program and who is working toward an academic degree will be considered for student membership. Students wishing to become more involved in the Society may elect to apply for regular membership. Any applying commercial organization having an interest in microscopy shall be considered for corporate membership. A corporate membership shall entitle that corporation to designate one representative who shall receive membership benefits on behalf of the corporation. The same or other employees or representatives of the same organization may apply for regular membership. Honorary membership shall be restricted to: (a) distinguished scientists who are not members of the Society, but who have made significant contributions to this Society, and/or (b) to Society members for extended and outstanding service to this Society.
Application for regular, student, and corporate membership shall be made to the Secretary who, with the approval of the Executive Council, shall report same at the next business meeting of the Society. A two-thirds vote of the regular members present shall elect applicants to membership.
Nominations for honorary membership may be made by any member of the Society. Nominations shall be made in writing to any member of the Executive Council and must be accompanied by written evidence of the nominee’s eligibility. The member of the Executive Council shall present the nomination for consideration at the next meeting of the Executive Council. The Executive Council shall act upon the nomination within one year of its presentation and shall notify the nominator of the final action taken on the nomination.
Only members shall have the right to vote and to serve on committees. The right to hold elective office is restricted to regular members. Representatives or employees of member corporations may apply for regular membership and enjoy all rights and privileges of that category. Corporate members may exhibit at the Society’s meetings (additional exhibition charges may be levied by the Executive Council). An honorary member shall be exempt from dues and shall be entitled to all privileges of regular membership. All members shall receive Society mailings.
Membership dues for regular, student, and corporate members will be set by the Executive Council. Changes in dues shall be made by the Executive Council and notification of such shall be made by announcement at the fall meeting immediately prior to the year they go into effect. Dues shall become payable on January 1 of each year. Members whose dues remain unpaid may be dropped from membership in the following year.
ARTICLE IV – OFFICERS
(A) Elected Officers
The elected officers of the Society shall be the President, President-Elect, Immediate Past President, Secretary, Secretary-Elect, Treasurer, Treasurer-Elect, Program Chairman, and Program Chairman-Elect. The President-Elect shall serve one year as such, the following year as President, and the following year as Immediate Past President. The Secretary-Elect shall be elected in odd-numbered years and serve one year as such followed by a two-year term as Secretary. The Secretary will have full voting privileges on the Council. The Treasurer-Elect shall be elected in even-numbered years and serve one year as such followed by a two year term as Treasurer. The Treasurer will have full voting privileges on the Council. The Program Chairman-Elect shall serve one year as such, followed by one year as Program Chairman. The Program Chairman will have full voting privileges on the Council. The installation of incoming officers shall be at the first meeting of the calendar year. Voting privileges for all Elect positions shall commence with the Executive Council meeting immediately following their installation as officers. Voting privileges shall be extended to appointed officers of the Executive Council at the meeting of the Executive Council meeting immediately following their appointment. All officers shall arrange for the orderly and timely transition of their offices within 30 days after the installation of officers. However, all officers shall continue until relieved by their successors. The duties of the officers shall be:
(1) PRESIDENT: shall preside at all business meetings of the Society and at meetings of the Executive Council. The President, or his designee, may represent the Society at the annual meeting of the Microscopy Society of America. The President shall conduct the business of the Society between Executive Council meetings.
(2) PRESIDENT-ELECT: shall assist the President, and substitute for him in his absence, and perform such duties as assigned by the President.
(3) IMMEDIATE PAST PRESIDENT: shall assist the President and the Executive Council, and shall keep those statistics of the Society as deemed necessary by the Executive Council.
(4) SECRETARY: shall maintain the records of the Society, other than financial, and distribute announcements to the membership.
(5) SECRETARY-ELECT: shall assist the Secretary and substitute for him in his absence. The Secretary-Elect shall achieve a working knowledge of the office of Secretary in order to effect an orderly transition when he takes over that office.
(6) TREASURER: shall be custodian of the Society funds and shall account for them in accordance with accepted business practice. The Treasurer shall be bonded, and the cost of such shall be borne by the Society. The Treasurer shall have his records examined annually by an internal audit committee chosen by the Executive Council. A written report of the internal audit shall be presented to the Executive Council at the following meeting
(7) TREASURER-ELECT: shall assist the Treasurer and substitute for him in his absence. The Treasurer-Elect shall achieve a working knowledge of the office of Treasurer in order to effect an orderly transition when he takes over that office. The Treasurer-Elect will have no power for the disbursement of Society funds unless prior approval is granted by the Executive Council.
(8) PROGRAM CHAIRMAN: shall be responsible for organizing the various scientific activities of the Society with the advice of the President. The Program Chairman shall not commit any funds of the Society unless authorized by the Executive Council or as authorized by the President and Treasurer.
(9) PROGRAM CHAIRMAN-ELECT: shall assist the Program Chairman and substitute for him in his absence and, additionally, extend the planning of programs into his own term of office as Program Chairman.
The appointed officers of the Society shall be the Journal Editor, the Student Representative, and the Corporate Representative, who shall be appointed by the Executive Council.
(1) JOURNAL EDITOR: shall publish a Journal twice a year promoting the purpose of the Society, unless otherwise ordered by the Executive Council. The term of appointment shall be for two years and may be renewed.
(2) STUDENT REPRESENTATIVE: shall represent the student membership of the Society on the Executive Council. The term of appointment shall be for one year during which he is a student member in good standing.
(3) CORPORATE REPRESENTATIVE: shall represent the corporate membership of the Society on the Executive Council. The term of appointment shall be for one year.
Additionally, the Executive Council reserves the right to create appointed positions as required for fulfilling specific needs of the Society. The requirements for these additional offices will be periodically reviewed and the term in office for these appointed positions shall be limited to one year and may be renewed.
Furthermore, the officers of the Society shall perform the duties prescribed by the bylaws and, as appropriate, by the parliamentary authority adopted by the Society.
No part of the net earnings of the Society shall incur to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof.
ARTICLE V – MEETINGS
There shall be two scientific meetings per year, fall and spring, unless otherwise ordered by the Executive Council. Exact times and places of these meetings shall be designated by the Executive Council. A business meeting will be held at each scientific meeting of the Society. Parliamentary procedures to be followed in the business meeting shall be those specified in the current edition of Robert’s Rules of Order Newly Revised. Ten percent of the regular members, or 35 members, whichever is smaller, shall constitute a quorum at a business meeting. The Secretary shall determine if a quorum exists and inform the President at the meeting, prior to actions requiring a vote. The presence or lack of a quorum shall be noted in the minutes.
ARTICLE VI – EXECUTIVE COUNCIL
The elected and appointed officers shall constitute the Executive Council. The President and three other voting elected officers, or the President-Elect and three other voting elected officers, shall constitute a quorum.
The Executive Council shall be responsible for the scientific and administrative obligations of the Society. It shall determine policies for the good of the Society in accordance with these bylaws; it shall plan scientific and business meetings; it shall authorize the expenditure of Society funds; and it shall conduct other duties as required for the benefit of the Society. The Executive Council shall meet prior to the business meeting at each scientific meeting of the Society. Special meetings of the Executive Council can be called by the President, and shall be called upon the written request of three elected members of the Executive Council.
At a meeting each year, the Executive Council shall appoint a Student Representative and a Corporate Representative, who shall represent the student and corporate membership respectively during the following year as voting members. The Executive Council may appoint a Local Arrangements Chairman for each of the various meetings and in so doing shall duly consider the recommendations of the Program Chairman and the President. Local Arrangements Chairmen are ad hoc, nonvoting members of the Executive Council.
Any member of the Society may attend the regular meeting of the Executive Council upon prior approval of the President or presiding officer.
ARTICLE VII – FISCAL YEAR
The fiscal year of the Society shall run from January 1 to December 31 of each calendar year.
ARTICLE VIII – COMMITTEES
Standing or special committees shall be appointed by the President as directed by these bylaws, or as the Society, or the Executive Council, shall from time to time deem necessary to carry on the work of the Society. The President may appoint advisory committees at any time without prior consultation with the Executive Council. The President shall be an ex-officio member of committees except the Nominating Committee.
ARTICLE IX – ELECTIONS AND INTERIM VACANCIES
Prior to a meeting each year the Executive Council shall appoint three regular members to serve on the Nominating Committee with the newly elected President-Elect and the Secretary. The Secretary shall serve as chairman of the Nominating Committee. The Nominating Committee shall nominate one or more candidates for each elected officer position becoming vacant that year. In preparing the slate of nominees, due consideration shall be given to the geographical area and fields of interest represented by the membership of the Society and to the nominee’s previous membership of the Society and to the nominee’s previous participation in the Society’s affairs. The Nominating Committee shall also ascertain the willingness of each nominee to serve if elected. The report of the Nominating Committee shall be announced to the Executive Council at a meeting of the Executive Council and then to the membership with the first announcement and call for abstracts for the first meeting in a calendar year.
Additional nominations may be initiated by the membership by a petition to the Secretary, signed by a minimum of ten members. Such petitions must be received by the Secretary by eleven weeks prior to the first meeting in a calendar year.
Ballots shall be mailed to members at least seven weeks prior to the first meeting in a calendar year, and completed ballots shall be accepted by the President until 21 days prior to the same meeting. The Secretary and President shall independently count the ballots prior to the Executive Council Meeting, announce the results at the Executive Council Meeting, and at the business meeting, and in the next general mailing to the membership. The results of the election shall be released to the Journal Editor immediately after they are known so they may be published as part of the list of officers as soon as possible. Any member may examine the ballots at the first business meeting in a calendar year.
The candidate receiving the largest number of votes shall be the winner. In the event of a tie vote, the Executive Council shall decide the winner. The ballots may be examined by the Executive Council.
A two-thirds vote of the entire membership of the Executive Council shall remove any officer or appointee derelict in their duties or considered incapable of properly carrying out the duties of office for any reason. The Executive Council shall accept resignations in good faith.
An interim vacancy in the presidency shall be filled by advancement of the President-Elect, who will go on to serve his anticipated terms as President and Immediate Past President. In the event there is no President-Elect to advance, the Executive Council shall elect one of its members as acting President to serve until the completion of the next regular election. An interim vacancy in the office of Program Chairman shall be filled by the Program Chairman-Elect, who will go on to serve his anticipated term as Program Chairman. If there is no Program Chairman-Elect to advance, the Executive Council shall appoint a Program Chairman to serve until the completion of the next regular election. Interim vacancies in the offices of Secretary or Treasurer shall be filled by the Secretary-Elect or the Treasurer-Elect, respectively, who will go on to serve his anticipated term as Secretary or Treasurer. If there is no Secretary-Elect or Treasurer-Elect to advance, the Executive Council shall appoint a Secretary or Treasurer to serve until the completion of the next regular election. Interim vacancies in the offices of Journal Editor, Student Representative, or Corporate Representative shall be filled by appointment by the Executive Council.
ARTICLE X – DISSOLUTION
Upon the dissolution of the Society, the Executive Council shall, after paying or making provision for payment of all the liabilities of the Society, dispose of all the assets of the Society to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) to be used exclusively for the purposes of the Society in such manner, or to the Microscopy Society of America. Any such assets, not so disposed, shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively for such purposes, or to such organization, as said court shall determine, which are organized and operated for such purposes.
ARTICLE XI – INDEMNIFICATION BY THE SOCIETY
The Society shall indemnify each member of the Executive Council, director, officer, person who is serving or has served at its request as a director, officer, or employee of another corporation or organization, against expenses, in connection with the defense of any pending or threatened action, suit, proceeding, criminal or civil, to which he is or may be made a party by reason of being or having been such a member of the Executive Council, director, officer, or employee, providing that a determination is made: (a) that he was not and has not been adjudicated to have been negligent or guilty of misconduct in the performance of his duty to the Society of which he is or was a member of the Executive Council, director, officer or employee; (b) that he acted in good faith in what he reasonably believed to be in the best interest of the Society; and (c) that, in any matter the subject of criminal action, suit or proceeding, he had no reasonable cause to believe that his conduct was unlawful.
The determination as to the foregoing matters with respect to each action, suit or proceeding shall be made: (i) by a majority of the Executive Council of the Society acting at a meeting at which a quorum consisting of officers who are not parties to or threatened with such action, such officers vote; or (ii) by independent legal counsel in written opinion, if such quorum cannot be obtained to vote on such indemnification, or even if obtainable, the officers qualified to vote so direct.
The termination of any action, suit or proceeding upon a plea of nolo contendere or its legal equivalent, shall not, of itself, create a presumption that any member of the Executive Council, director, officer or employee did not act in good faith in what he reasonably believed to be the best interest of the Society or had reasonable cause to believe that his conduct was unlawful. Expenses incurred by any person in defending any action, suit or proceeding may be paid by the Society in advance of the final disposition of such action, suit or proceeding as authorized by the Executive Council in the specific case upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Society. The indemnification provided in this Article shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any regulation, bylaw, agreement, insurance policy purchased by the Society, vote of the members or otherwise, or of any other indemnification which may be granted to any person who has ceased to be a member of the Executive Council, director, officer or employee of the Society, and shall insure to the benefit of the heirs, executors, successors and administrators of such a person.
ARTICLE XII – AMENDMENTS AND PERIODIC REVIEW Amendments to these bylaws may be initiated by individual members of the Executive Council, or by petition to the Secretary, signed by ten regular members of the Society. Amendments must be approved by a two-thirds majority of the Executive Council. The secretary shall then promptly, by mail, submit the proposed changes in the Bylaws to the membership for approval, with statements of support and/or opposition by the Executive Council. The ballots shall be accepted by the Executive Council for one month after the date of mailing. The Executive Council shall count the ballots; the amendment(s) shall be ratified if it (they) received a favorable two-thirds majority of the votes cast. Any member may, if he so desires, be present at the counting of the ballots.
These bylaws shall be reviewed for amendment at regular intervals, not to exceed three years, by a committee of voting members of the Executive Council appointed by the President. The date of the latest review and/or amendment shall be stated in the last paragraph.
These bylaws were last reviewed by the Executive Council and/or amended by vote of the general members on November 2, 2011.