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BY-LAWS
OF THE
SOUTHEASTERN MICROSCOPY SOCIETY
(Adopted 1986), (Amended 1991, 1994, 1997, 2000, 2005, 2022)
ARTICLE I - OFFICES
SECTION 1. REGISTERED OFFICE - The registered office shall be the Secretary of State, Georgia Corporation Division, Atlanta, Georgia.
SECTION 2. OTHER OFFICES - The Society may have other offices, either within or without the State of Georgia, at such place or places as the Executive Council may from time to time designate.
ARTICLE II - CORPORATE SEAL
SECTION 1. The corporate seal shall be circular in form and shall contain the name of the Society, the year of its creation, 1986, and the words "CORPORATE SEAL GEORGIA."
ARTICLE III - OBJECTIVES
SECTION 1. The objectives of the Society shall be to advance scientific research and discovery through the use of microcopy and its associated methodologies.
ARTICLE IV - MEMBERSHIP
SECTION 1. ELIGIBILITY - Any person or corporation interested in any type of microscopy or related subjects shall be eligible for membership in the Society. Regular members shall consist of individuals. Student Members shall be full time students at an accredited degree granting institution. Honorary Members shall consist of Distinguished Awardees, and such other individuals who are elected to this type of membership for their outstanding scientific contributions to the field of microscopic investigation, by unanimous vote of the Executive Council. Corporate members are those corporations or associations wishing to advance the interests of the Society. Any regular member who has been a member in good standing of the Society for at least fifteen years and who is in retirement from his/her profession is eligible for Emeritus Membership upon request to the Executive Council.
SECTION 2. ELECTION TO MEMBERSHIP - Any persons whose professional activities qualify them for membership in the Society can submit payment of one year’s dues on the SEMS website.
SECTION 3. PRIVILEGES - Each regular member in good standing has the right to vote on all issues requiring such action when placed before the general membership of the Society. A regular member also has the right to hold elective office. The same privileges that regular members enjoy are extended to Distinguished Scientists, Honorary Members, Emeritus Members and Corporate Members. Persons having received the Distinguished Scientist Award shall be exempt from payment of dues and meeting registration fees for life. Honorary and Emeritus Members shall be exempt payment of dues.
SECTION 4. TERMINATION OF MEMBERSHIP - Membership in the Society may be terminated at any time by a unanimous vote of the entire Executive Council. Any member may resign membership by informing the Treasurer in writing.
SECTION 5. REINSTATEMENT - A former member of the Society who has been resigned from the Society for at least three years may reapply for regular membership without a financial penalty.
SECTION 6. DUES - The annual dues of the Society shall be determined by the Executive Council in accordance with the needs of the Society and approved by the voting membership present at the next Annual Business Meeting. Payment of dues shall be based on the fiscal year and dues, in U.S. Dollars, shall be payable in advance. Any person accepted for membership in the Society at the Annual Meeting will pay dues for the current fiscal year. Any person accepted for membership after October 1st of the fiscal year will be credited with the following fiscal year's dues. Each Student Member shall pay such annual dues as the Executive Council shall determine but not less than half of the regular membership dues, and such dues shall be payable in advance on the first day of each January. The annual dues of each Corporate Member shall be as the Executive Council shall determine and such dues shall be payable in advance on the first day of each January. Payment of a corporate membership entitles a corporation or association to regular membership benefits for one employee whose name shall be submitted each year with the dues payment. Other corporate representatives may become regular members by paying the individual membership. The privileges of membership enjoyed by Corporate Membership Designates are restricted in accordance with ARTICLE IV, SECTION 3.
ARTICLE V - MEETINGS
SECTION 1. SCIENTIFIC MEETINGS - The Society shall hold at least one meeting annually during which scientific papers will be presented. The Annual Meeting shall be held in the Spring of the year unless circumstances warrant holding the meeting at a different time of year. Executive Council must approve any change of meeting season. The annual meeting may be suspended due to exigent circumstances as determined by Executive Council. Should such circumstances arise the Executive Council may take such action as to make an annual meeting available to the membership through alternate means which allow exchange of information. Other meetings may be called at other times as the Executive Council may decide, or at the call of the President. The Annual Meeting may be held singularly by the Society, or jointly with other societies that have similar professional interests.
SECTION 2. MEETING PLANNING AND EXECUTION - A Local Arrangements Committee shall be appointed by the Executive Council. This committee shall handle the details of setting up the Annual Meeting.
ARTICLE VI- CONDUCTION OF BUSINESS
SECTION 1. MAJOR BUSINESS – The major Business of the Society shall be transacted at the Annual Business Meeting, which shall be held during the Annual Scientific Meeting of the Society and all members in good standing will be invited to attend. In the event a virtual Business Meeting is required, it shall be held in the Spring. The order of business shall be determined by the Executive Council and the business Meeting shall be conducted by the President in accordance with the rules in Roberts' Rules of Order, current revised edition, where they are applicable and in which they are not inconsistent with the By?Laws of the Society.
SECTION 2. QUORUM - A quorum at any meeting where business of the Society is conducted shall consist of those members present and who are in good financial standing.
SECTION 3. VOTING AND REPRESENTATION - At the Annual Business Meeting, each regular, honorary and emeritus member present shall be entitled to one vote, without proxy, for each item on the agenda calling for a vote. All items voted upon shall be carried by a simple majority of members voting at the meeting.
SECTION 4. ELECTRONIC VOTING – Should a matter requiring approval of membership be required at a time other than the Annual Business Meeting, the entire membership may be polled on a motion electronically. In such case, the motion will carry if a majority of those responding within the proscribed time frame vote yea.
ARTICLE VII - EXECUTIVE COUNCIL
SECTION 1. MEMBERS - The Executive Council shall be composed of the elected officers of the Society and it shall include the President, President?Elect, Past?President, Secretary, Treasurer and Members at Large. Each officer elected to the Executive Council shall have one vote in council proceedings.
SECTION 2. DUTIES - The affairs of the Society shall be in the charge of the Executive Council, who shall manage the Society in accordance with the dictates of the By?Laws. The Executive Council shall meet at least twice a year, with one of these meetings being held immediately prior to the Annual Meeting. The other Executive Council meetings shall be called at the discretion of the President. The location of each Annual Meeting shall be approved by the Executive Council and the persons whose responsibilities will be running the Annual Meetings, and their programs shall be appointed by the Executive Council. The expenditure of Society funds shall be authorized by the Executive Council, and the accounting of the Society's finances shall be subject to an annual audit by persons in good standing with the Society.
SECTION 3. QUORUM - While conducting the Society's business a quorum of the Executive Council shall consist of four elected officers, including the President, or either the Past?President or President?Elect acting on behalf of the President. For business that may require a vote, the remaining council members, being absent from the meeting, can submit by email their proxy votes to the Secretary. Proxy votes shall only be valid if matters requiring a vote are delivered by email to the Executive Council Members at least thirty days before the meeting at which these proxy votes will be counted.
SECTION 4. VACANCY - Should the Presidency become vacant, this office shall be filled by the President?Elect for the unexpired term. The elected President at the beginning of the next Society year shall begin his normal term in the Office of President, followed by a one-year term as Past?President. Any other vacancy occurring in the Executive Council may be filled for the unexpired period of time associated with the office being filled by a simple majority of the remaining council members present and voting.
ARTICLE VIII - OFFICERS
SECTION 1. ELIGIBILITY FOR OFFICE - Any regular member in good financial standing for a minimum of two years qualifies for elective office.
SECTION 2. NOMINATION FOR OFFICE - Nominations shall be made by the President-Elect.. At least two candidates could be presented for each office open for election. Independent nominations for any elected office of the Society may be made by email to the nominating committee no later than the first day of November for inclusion on the ballot for the next election of officers. This petition must include a declaration for a specific office signed by no less than ten percent of those members who are eligible to vote at Society elections.
SECTION 3. PRESIDENT - The President shall be the Chief Executive Officer of the Society. During the presidential term of office the President is chairperson of the Executive Council and shall also preside at both business and special meetings of the Society, as well as have the power to call meetings of the Executive Council. The President shall be a member of all standing committees. This person serves three years, one each as President?Elect, President and Past?President.
SECTION 4. SECRETARY - The Secretary shall keep the minutes of all Executive Council Meetings, Business Meetings and Special Meetings called by the President. The Secretary shall have access to all records of the Society and to its Corporate Seal, which shall be used as directed by the Executive Council. The Secretary shall be responsible for transmitting to the membership the dates of upcoming meetings and information on all matters requiring a vote by the membership. The Secretary shall be elected in alternate years from the Treasurer to provide continuity.
SECTION 5. TREASURER - The Treasurer shall be responsible for conducting the financial business of the Society. The Treasurer shall oversee all deposits of Society funds into Federally insured banks or trust companies designated by the Executive Council and shall be responsible for such funds. The Treasurer shall also serve as the Endowment Custodian and shall invest funds which are in excess of the immediate needs of the Society. The Treasurer shall see that all corporate documents and reports required by law are filed. The Treasurer shall make disbursements for the debts against the Society. The Treasurer should file a signature authorization with banks used by the Society to transact the Society's financial affairs. The Treasurer shall submit an Annual Financial Statement at the two Council meetings and at the Business meeting. The Treasurer shall be elected in alternate years from the Secretary to provide continuity.
SECTION 6. MEMBER AT LARGE - Two Members at Large of the Society shall be elected. One of these Members at Large should represent the biological scientists and the other the material-physical scientists. In the event that candidates from either the biological or physical sciences in good membership standing cannot be found, both Members at Large may be from the same discipline. These Members at Large shall serve on such committees as appointed to by the President. The Members at Large shall be specifically responsible for disseminating professional information on the Society to other societies and scientific institutions, as well as be responsible for membership drives. The tenure of office will be two years. The terms will be staggered so that both Members at Large are not elected in the same year. The Member at Large in the first year of their tenure shall serve as judge for the Robert Simmons Micrograph Competition held at the annual meeting. The Member at Large in the second year of their term shall serve as the Ruska Award Chairperson.
SECTION 7. APPOINTED OFFICERS - The President, with the approval of the Executive Council by plurality of votes from the members present at any regular Executive Council meeting can appoint additional officers of the Society as are necessary to ensure the proper management of the Society's business. Appointed officers, including the Proceedings Editor and Historian, serve a three-year term. Appointed officers may serve more than one term in a particular office, subject to the President's request, approval by vote of the Executive Council and consent of the individuals. Appointed officers may attend Executive Council Meetings and participate in discussions, but do not have a vote.
SECTION 8. CORPORATE REPRESENTATIVE - A Corporate Liaison shall be appointed by the President, with approval from the Executive Council. The duty of the Corporate Liaison shall be to maintain communication between the Executive Council and Corporations. The term of office shall be three years although the representative may serve for more than one term.
SECTION 9. VACANCY - Should any elected officer or appointed officer position become vacant the position may be filled for the unexpired period of time by a simple majority of the remaining Executive Council members present and voting. Any elected or appointed officer should be available during his/her term to attend Executive Council meetings. Unexcused absence from Executive Council meetings may be construed as resignation from the council and the position may be considered by the Executive Council as vacant.
SECTION 10. TERM OF OFFICE - Term of office for elected officers shall begin at the close of the annual business meeting.
ARTICLE IX - COMMITTEES
SECTION 1. STANDING COMMITTEES - The Executive Council shall appoint from its own membership or the general membership of the Society such committees as it considers to be required for effective management of the Society. Each standing committee shall be appointed by the Executive Council at the council meeting held immediately before the Annual General Meeting of the Society.
SECTION 2. SPECIAL COMMITTEES - Such committees, as authorized by the Executive Council, shall serve for such periods of time as shall be designated by the Executive Council, but special committees shall automatically terminate at the Executive Council Meeting held immediately prior to the next Annual General Meeting, unless continued by a majority vote of the Executive Council at its meeting.
ARTICLE X - AFFILIATION
SECTION 1. The Society, by election of the Executive Council and ratification by a majority vote of the membership at the Annual Business Meeting, shall have the power to establish or disestablish formal ties with various other groups sharing common interests with the Society. The President, with the consent of the Executive Council and approval of the general membership by their majority vote at the Annual Business Meeting, can make appointments of representatives of similar interest societies to non?voting representation on the Executive Council. Their terms of office shall be for two years.
ARTICLE XI - OFFICIAL YEAR
SECTION 1. The Official Year of the Society shall be from the first day of January each year through the thirty?first of December of the same year.
ARTICLE XII - AMENDMENTS
SECTION 1. These By-Laws may be altered, amended, rescinded or added to upon recommendation of the Executive Council and by a majority of the voting members at the Annual General Business Meeting, subject to notification of the general membership by email in which such proposed amendments are set forth in full in the notice of such meeting at least thirty days before the Annual General Business Meeting.
ARTICLE XIII - EXISTENCE
SECTION 1. The Society shall have perpetual existence.
ARTICLE XIV - TAX-EXEMPT STATUS
SECTION 1. The Society shall operate exclusively as a scientific and educational organization. No part of the net income of the Society shall inure to the benefit of, or be distributed to, its elected officers or other private persons, except that reasonable compensation may be paid to employees for services rendered in furtherance of the objectives of the Society.
SECTION 2. The Society shall engage only in those activities permitted by a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE XV - DISPOSITION OF ASSETS
SECTION 1. Upon dissolution of the Society, the Executive Council shall, after paying or making provision for the payment of all of the liabilities of the Society, dispose of all of 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, literary, or scientific purposes as 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 Law) as the Executive Council shall determine. Any such 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.
ARTICLE XVI - AWARDS
Section 1. RUSKA AWARDS. The purpose of the Ruska Award is to recognize and reward student excellence in research in which microscopy is used as a research tool in biological and/or physical sciences. The Ruska Award is given to the best student presentation in biological sciences and to the best student presentation in the physical sciences at the Annual Meeting. If no presentation considered worthy of the award is given, the committee may choose not to offer the award.
Section 2. DISTINGUISHED SCIENTIST AWARD. The Distinguished Scientist Award is given to members of long standing who exemplify personal and intellectual integrity, perennial scholarship, contributions to the field of microscopy, excellence in teaching and service to the Society above and beyond the call of duty. The award is not given on a regular basis, but only at such times as individuals are identified by nomination from the general membership and elected by a committee comprised of the three most recent Past Presidents and chaired by the immediate Past President.
Section 3. DISTINGUISHED CORPORATE MEMBER AWARD. The purpose of the Distinguished Corporate Member Award is to recognize and show appreciation to corporate members of long standing. The award is not given on a regular basis, but only at such times that corporate members are nominated by the general membership and the Executive Council decides that someone is worthy of the award.
Section 4. ROTH-MICHAELS TEACHING AWARD. The purpose of the Roth-Michaels Teaching Award is to honor the contributions and commitment of two of our members, Dr. Ivan Roth and Dr. Gene Michaels, to microscopy education. Candidates for the Roth-Michaels award should have exemplified excellence in the teaching of microscopy at the primary and/or secondary levels of education. The award will be given only at such times as individuals are identified by nomination from the general membership of the Society and elected by a committee comprised of the three most recent Past Presidents and chaired by the immediate Past President.
Section 5. JERRY PAULIN LECTURESHIP AWARD. The purpose of the Jerry Paulin Lectureship Award is to provide funding for an outstanding lecturer in any area of microscopy to attend and present a one-hour presentation at the Annual Meeting. These presentations should be held only when a candidate has been identified by the general membership and funding is available to support a candidate. A committee comprised of the three most recent Past Presidents and chaired by the immediate Past President will determine if a Jerry Paulin Lectureship Award will be presented at the Annual Meeting.