As amended April 20, 2007
The Minnesota Microscopy Society, Incorporated (herein referred to as "The Society" or "MMS") is incorporated under the laws of the State of Minnesota without capital stock and is not operated for profit.
The purpose of The Society shall be to increase and diffuse, for scientific and educational purposes only, the knowledge, science and practice of microscopy, imaging and compositional analysis, and associated techniques, and to foster communications among people who have an interest in those areas.
The officers of The Society shall be: a President, President-Elect, Past-President, Treasurer and Secretary.
Any regular or student member of The Society is eligible for election to an office of The Society. The President shall serve three years, one each in succession as President-Elect, President and Past-President. The Secretary and Treasurer may serve consecutive one year terms, if elected. All officers shall take office following the last spring meeting of The Society.
The President shall call and preside at all business meetings of The Society and the Executive Council (see Article IV) and shall make appointments, with Executive Council approval, to necessary functions within The Society. The President shall also be responsible for seeing that the varied interests of the membership are equitably represented in the make-up of the Executive Council,the appointment of committees and the yearly programs of The Society.
The President-Elect shall substitute for the President in his/her absence and shall perform such duties as assigned by the President. At the end of the President's term, the President-Elect shall automatically assume the office of President.
The Past-President shall substitute for the President and President-Elect in their absence, and perform such duties as assigned by the President.
The Treasurer shall receive all moneys of The Society; be responsible for maintaining accurate records of all moneys and disbursements; file appropriate government forms as required by law; present a financial report at each Executive Council meeting and at such other times as the Executive Council shall require; distribute a printed financial report to the membership at both the last spring meeting and the first fall meeting of The Society.
The Secretary shall maintain minutes of all meetings of The Society and the Executive Council and perform such other duties as assigned by the President.
Nominations for President-Elect, Treasurer and Secretary shall be made by the Executive Council. Nominations shall also be entertained from the membership both before and at the last spring meeting of The Society. Elections by voice vote (if only one nominee for an office) or ballot (if more than one nominee) shall take place at the last spring meeting of The Society. A majority of the votes cast shall constitute election.
There shall be an Executive Council composed of the officers of The Society and the chairs of appointed committees. Former Presidents of The Society and any other persons appointed to serve in specific functions in The Society may also be invited by the President to serve on the Executive Council. Executive Council decisions require a quorum of 5 and a majority vote of those present.
Any person interested in microscopy shall be eligible for membership.
Application for regular and student individual memberships shall be sent to the Treasurer accompanied by one years dues. To be eligible for student membership the applicant must be currently enrolled as a student in a school.
The right to vote in Society elections shall be restricted to and vested in regular and student members.
Any corporation desirous of furthering the purpose of The Society may be elected to corporate membership by action of the Executive Council and payment of one years corporate dues.
Membership in The Society may be terminated at any time by the Executive Council. Failure to pay dues for one year will be deemed sufficient cause for termination.
The annual dues of The Society for all membership classifications shall be set by the Executive Council prior to the beginning of The Society's year. For purposes of membership, The Society's year shall run from January 1 to December 31. Dues paid will be applied to the current Society year.
The Society shall meet at least four times during the year. The Executive Council shall have the authority to arrange the meeting date, place and program for each meeting. The order of business at all meetings and the program of any meeting shall be determined by the Executive Council or a committee designated by the Executive Council.
The President shall appoint committees as necessary or helpful in managing the affairs of The Society. Each committee so appointed shall be considered automatically discharged at the end of the appointing President's term of office unless the new President specifically requests that the committee continue.
By action of the Executive Council and approval of a majority of the members voting, The Society may become affiliated with other organizations of similar purpose. (Also see Article 11).
These bylaws may be amended at any regular meeting of The Society by a two-thirds vote of members present. Notice of any proposed amendment must be published in The Society newsletter no less than 30 days prior to the meeting.
A committee may be appointed to submit revised bylaws as a substitute for these bylaws either by a majority vote at a meeting of the society or by a majority vote of the Executive Council. The procedure for action on amendments in Section 1 should then be followed.
The Minnesota Microscopy Society (MMS) is a merger of the Minnesota Electron Microscopy Society (MEMS) and the Minnesota Society of Optical Microscopists (MSOM), societies incorporated in the State of Minnesota.
Membership conferred. Membership in the Minnesota Microscopy Society (in a corresponding category of membership) shall be conferred on all current members of MEMS and MSOM. Affiliates of MEMS and MSOM shall become affiliates of MMS. MMS will continue the current MEMS affiliations with the Microscopy Society of America and the Microbeam Analysis Society.
This Society [corporation] is organized exclusively for scientific purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.
No part of the net earnings of The Society shall inure to the benefit of, or be distributable to, its members, officers or other private persons except that The Society shall be authorized and empowered to pay reasonable compensation for services rendered.
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.
Notwithstanding any other provisions of these articles, The Society shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under section 501 (c) (3) of the IRS code of 1954 (or the corresponding provision of any future United States IRS law) by corporation contributions, which are deductible under section 170 (c) (2) of the IRS code of 1984 (or the corresponding provision of any future United States IRS law).
Upon the dissolution of The Society, the Executive Council shall, after paying or making provisions for the payment of all of the liabilities of The Society, dispose of all the assets of The Society exclusively for the purposes of The Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes.
And shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Council shall determine.
Any assets not so disposed of 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 or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.