Mission Statement & Bylaws

Mission Statement

The purpose of the Corporation is to promote microscopy education and learning, to organize microscopy-related activities and events, to stimulate interaction among microscopists, and to disseminate microscopy knowledge and skills to the public in the New England region.

Bylaws of the New England Society for Microscopy

Article I. – NAME

This Corporation shall be the New England Society for Microscopy, Incorporated.

Article II. – PURPOSE

Article III. – RESTRICTIONS ON ACTIVITIES AND USE OF FUNDS

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation. Except to the extent permitted by the Internal Revenue Code, whether pursuant to an election under Section 501(h) or otherwise, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall neither participate nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, neither the Corporation nor any director, officer, employee, agent, or any other representative of the Corporation shall carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article IV. – MEMBERSHIP

Section 1. Eligibility. Any person or corporation interested in microscopy shall be eligible for membership.

Section 2. Election. Membership shall be conferred by vote of the Board of Directors at its next Meeting after receipt of an application (including one year’s dues); except in the case of Honorary Members, who shall be elected by the Corporation’s Membership after having been recommended by the Board of Directors.

Section 3. Classes of Members. All Members may vote, and shall be either:

1. Regular Members, who may hold office;
2. Student Members, defined as current bona-fide students and those two (2) or fewer years post-school;
3. Retired Members, defined as retired from full-time employment;
4. Sustaining Members, who may designate two persons as Regular Members for the purposes of voting and holding office;
5. Honorary Members, recognized for outstanding service to the Corporation.

Section 4. Termination. Membership may be terminated for cause by a two-thirds vote of the Board of Directors, consistent with fair and reasonable investigation and proceedings. Failure by a Member to pay Dues by May 31 of the year in question shall automatically result in Termination, without additional proceedings.

Section 5. Dues. Dues shall be determined by vote of the Corporation’s Membership.

Section 6. Dues Payment. Dues shall be payable by May 31 of the current calendar year.

Section 7. Membership Term. Membership shall run for one calendar year.

Article V. – MEETINGS OF THE CORPORATION

Section 1. The Annual Business Meeting will be held in the fourth quarter of each year in conjunction with a Technical Meeting. At least three other Technical Meetings shall be held each year. Other Special Meetings may be called by the Board of Directors or by the Clerk, upon written application of ten or more Members, who state the purpose of the Special Meeting.

Section 2. The Board of Directors shall determine the time and place of Meetings, and shall notify the Membership thereof, by mail or email, at least 10 days in advance of each Meeting.

Section 3. Corporation business shall be transacted at the Annual Business Meeting or other Meetings, in the presence of a quorum, by majority vote of Members present, unless otherwise provided in these Bylaws. Ten percent of the Members shall constitute a quorum.

The Order of Business at the Annual Business Meeting shall be: A. Reading of the Minutes of the preceding Meeting. B. Report of the President. C. Report of the Treasurer. D. Reports of Committees. E. Other Business, including election of Officers and Directors.

Article VI. – BOARD OF DIRECTORS

Section 1. Composition. The Board of Directors shall consist of the President, President-Elect, Treasurer, Clerk, Corresponding Secretary, a minimum of three Biological Sciences Directors, and a minimum of three Physical Sciences Directors.

Section 2. Powers. All corporate powers, except as otherwise provided in these Bylaws, shall be vested in the Board of Directors.

Section 3. Meetings. The Board of Directors shall meet at times and places determined by them; or by call of the President; or by call of the Clerk upon written application of six or more members of the Board, who shall state the purpose of the Meeting applied for. The Clerk shall notify the Board of Directors at least one week before each meeting.

Section 4. Business shall be transacted at the Board meetings, in the presence of a quorum, by majority vote of Board Members present, unless otherwise provided in these Bylaws. Fifty-one percent of the Board Members shall constitute a quorum.

Section 5. Terms of Office. The President-Elect, Treasurer, Clerk, and Corresponding Secretary shall be elected to terms of two years (the President-Elect shall serve as President during the second year of his/her term). The Directors shall be elected to terms of three years. No person may hold the same elected Office for more than two consecutive terms. Terms of Office shall begin at the conclusion of the Annual Business meeting.

Section 6. Vacancy. In the event any Office becomes vacant, the Board of Directors shall, at its next Meeting, elect an Officer to fill the vacancy until the next Annual Business Meeting, at which time the Corporation’s Membership shall elect an officer to serve the remaining part (if any) of the vacated term.

Section 7. Nomination and Election. Nominations for Office shall be made by a nominating Committee, consisting of the immediate past President as Chair and two other Regular Members, not Board Members, appointed by the President. These appointments shall fairly represent the various interests of the Corporation’s Membership. The Nominating Committee shall present a Slate of at least one candidate for each Office to be filled to the Clerk, no later than November 1. A Ballot, including the Slate of Nominees, as well as provision for write-in candidates, will be mailed or emailed to the Corporation’s Membership along with notice of the Annual Business Meeting. Ballots will be collected by mail and at the Annual Business Meeting and counted at that Meeting. Candidates receiving a majority of votes shall be elected.

Section 8. Duties of Officers. In addition to the duties commonly incident to office,

1. The President shall serve, ex officio, on all Committees except the Nomination Committee, and shall provide primary liaison with National Affiliated Societies.
2. The President-Elect shall serve as Chair of the Program Committee.
3. The Treasurer may write Corporation checks on his/her own recognizance up to an amount determined annually by the Board of Directors.
4. The Board of Directors shall arrange for the Corporation’s books to be audited annually.

Section 9. President’s Advisory Committee. Past Presidents of the Corporation, while not holding other Office, shall automatically become members of the President’s Advisory Committee, so long as they maintain Membership in the Corporation. The Committee shall serve in an advisory capacity only, and only when requested by the President, or other Officers of the Corporation. Committee Members shall not be members of the Board of Directors.

Article VII. – CONFLICT OF INTERESTS

Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Article VIII. – LIMITATION ON LIABILITY

No officer or director of the corporation shall be personally liable to the corporation for monetary damages for or arising out of a breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing shall not eliminate or limit the liability of an officer or director to the extent that such liability is imposed by applicable law (i) for a breach of the director’s duty of loyalty to the Corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the officer or director derived an improper personal benefit.

Article IX. – INDEMNIFICATION

The Corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer or director of the Corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

This Article constitutes a contract between the Corporation and the indemnified officers and directors. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer or director under this Article shall apply to such officer or director with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

Article X. – DISSOLUTION

In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation to the extent assets of the Corporation permit, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation, as the Board of Directors shall determine, in such manner as required by section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue law) and in accordance with the statutes of the Commonwealth of Massachusetts.

Article XI. – FISCAL YEAR

The Fiscal Year of the Corporation shall end on December 31.

Article XII. – AMENDMENTS

Proposed Amendments to these Bylaws may be made either by a majority of the Board of Directors or by application of fifteen or more Members to the Clerk, at which time the proposers will direct the Clerk as to the manner of Balloting to be used. If the proposals are to be acted on at the Annual Business Meeting, they will be communicated electronically or by regular mail to the Membership along with the notice of that Meeting. If the proposals are to be acted on by mail ballot, the Clerk shall provide the proposals and blank ballots to the Membership electronically or by regular mail no later than two weeks after he/she receives them, and shall close the balloting thirty days after the ballots are sent to the Membership. Completed ballots must be returned to the Clerk by regular mail, and cannot be voted electronically. In either case, a two-thirds majority of those voting is required for passage; providing, however, in the case of a mail ballot, that the number of ballots received is at least equal to a quorum, else the proposals will have failed.

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