Society By-Law

The organization shall be designated as the Great Lakes Microscopy Society, hereinafter referred to as the "Society." The Society is recognized as a regional affiliate of the Microscopy Society of America ("MSA") and the Microanalysis Society ("MAS"). The purpose of the Society is to promote the advancement and exchange of knowledge in the fields of microscopy and microanalysis. As a nonprofit, educational, and scientific entity, the Society shall sponsor meetings, seminars, webinars, workshops, and other pertinent events to facilitate the presentation and discussion of scientific matters. Furthermore, the Society aligns with the goals of MSA and MAS.

Section 1 - Membership Categories and Eligibility Membership in the Society is open to individuals and corporations with an interest in microscopy who are committed to supporting the objectives of the Society. Membership categories shall include regular members, student members, and corporate members. Student membership is available to full-time students enrolled at accredited degree-granting institutions. Corporate membership is extended to corporations aiming to promote the interests and objectives of the Society.

Section 2 - Election to Membership

Payment for membership requires submission to the Society’s Treasurer and must correspond with the current year's membership fees.

Section 3 – Privileges

All members in good standing, including corporate, regular, and student members, are entitled to vote. Members with unpaid dues for one year or less shall retain good standing status for voting purposes.

Section 1 – Officers and Eligibility

Elected officers of the Society shall include a President, President-Elect, Past President, Secretary, Treasurer, Program Coordinator, and Webmaster. The President, with the concurrence of the officers, may appoint additional roles such as Local Arrangement Chair, Physical Science Director, or Life Science Director for the annual meeting arrangement committee. Both regular and student members are eligible to hold elected office. All members, including vendor representatives, may be appointed to office.

Section 2 – Duties of Officers

The President shall preside at all business meetings of the Society and Executive Council meetings. The President shall represent the Society at meetings of affiliated organizations, such as the MSA, or appoint a designee for such representation. Additionally, the President shall oversee the conduct of Society business between meetings and ensure the implementation of the Society's initiatives.

The President-Elect shall assist the President in their duties and assume the responsibilities of the President in the latter's absence. The President-Elect shall lead special projects as delegated by the President.

The Past President shall act in an advisory capacity to the Executive Council and maintain the historical records of the Society. The Past President shall also chair committees as requested by the President.

The Secretary shall be responsible for maintaining all non-financial records of the Society, including meeting minutes, membership lists, and correspondence. Additionally, the Secretary shall distribute announcements, agendas, and minutes to the members.

The Treasurer shall manage the financial affairs of the Society, including maintaining society funds and presenting financial reports at meetings. The Treasurer shall also ensure that bi-annual internal audits are conducted and present audit findings to the Executive Council.

The Program Coordinator shall plan and execute the Society's annual meeting, seminars, workshops, and outreach events. The Program Coordinator shall coordinate with vendors, speakers, and venues necessary for all Society activities.

The Webmaster shall maintain the Society's website and manage its social media platforms. The Webmaster is responsible for publishing news, event details, and facilitating member communications.

Section 3 – Tenure of Office

The President-Elect shall serve for one year, followed by a two-year term as President, and subsequently one year as Past-President. The Secretary and Treasurer shall serve staggered two-year terms. The Program Coordinator and Webmaster shall each serve one-year terms. Newly elected officers shall commence their duties immediately after vote tabulation. Nominations shall be made at the Society's annual meeting.

Section 4 – Elections

Elections for officers shall be conducted via online ballot following the annual meeting. Election to any office shall be determined by a plurality of votes. Election results shall be announced by a designated officer of the Society.

The Executive Council shall consist of the elected and appointed officers of the Society. The Council, chaired by the President, shall manage the Society's affairs in its best interest and in accordance with these Bylaws. Vacancies on the Executive Council may be filled until the next annual election by a majority vote of the remaining Council members.

The Society shall convene at least one meeting annually. The Executive Council, in collaboration with the Program Coordinator, shall oversee the planning and execution of meetings and events. Each meeting shall include a business session to update members on the Society's affairs and allow for voting on essential matters. Meetings shall adhere to Roberts’ Rules of Order, Newly Revised. A quorum shall be constituted by the presence of five percent of the membership at any business meeting.

Committees may be appointed by the President with the Executive Council's approval as needed. Such committees shall be automatically dissolved at the close of the authorizing Executive Council's term.

Section 1 - Membership Dues

The dues of the Society shall be determined by the Executive Council, based on the Society's needs. Dues payments shall be coordinated with the annual meeting, covering membership through the calendar year until the next annual meeting. Dues must be paid in advance of the annual meeting.

Section 2 - Society Account

The Treasurer shall deposit all Society funds in a federally insured bank in the Society's name. Both the Treasurer and the President are authorized to issue checks for Society expenses.

Section 3 - Financial Reports and Audit

The Treasurer will submit a financial report bi-annually at or after the annual meeting. An auditing committee consisting of two individuals appointed by the President shall make an audit of the Society’s account during every even year.

Amendments to these Bylaws may be proposed by the Executive Committee or submitted to the Committee by one or more Society members. After due consideration, any amendment receiving a majority vote from the Executive Committee shall be presented for discussion at a regular business meeting. Balloting on the proposed amendment shall occur after the meeting. Ratification of any amendment shall require a two-thirds majority of returned ballots from the membership.

Notwithstanding any provision within these Bylaws that may be construed to the contrary, the following prohibitions shall govern the operation of the Society:

The Society shall be organized and operated exclusively for purposes that are scientific and educational in nature.

No portion of the net earnings of the Society shall, under any circumstances, inure to the benefit of any private shareholder or individual.

No substantial part of the Society's activities shall involve the carrying on of propaganda or participation in any political campaign on behalf of or in opposition to any candidate for public office.

The Society shall refrain from attempting to influence legislation, including but not limited to, the publishing or distributing of statements.

The Society shall not enter into any of the following transactions with any officer, member of the Executive Committee, or substantial contributor to the Society:

• Lend any part of its income or corpus without securing adequate security and a reasonable rate of interest;
• Compensate any individual in excess of a reasonable allowance for salaries or other compensation strictly for services actually rendered;
• Provide any of its services on a preferential basis;
• Acquire securities or property for consideration that exceeds its fair market value;
• Dispose of securities or property for consideration that is less than its fair market value;
• Engage in any transactions that would result in a substantial diversion of its income or corpus.

These prohibitions shall not be construed to imply that the Society is precluded from undertaking the aforementioned transactions with any party, should such authority be explicitly granted or implicitly provided by other provisions within these Bylaws.

The Society may be dissolved upon the approval of a two-thirds majority vote of the elective officers. In the event of dissolution, and after satisfying or making adequate provisions for the debts and obligations of the Society, any remaining assets shall be distributed to one or more nonprofit entities, including funds, foundations, or corporations that have secured their tax-exempt status pursuant to Section 501(c)(3) of the Internal Revenue Code. Specifically, the financial resources of the Society shall be disbursed equally between the Microscopy Society of America (MSA), the Microanalysis Society (MAS) or non-profit organization with a similar purpose. Should these organizations no longer exist, the remaining assets shall be allocated to other nonprofit organizations that support the aims and objectives of the Society.