Microscopy Society of America
ByLaws (Revised 2003)

The Microscopy Society of America, Incorporated (herein referred to as "The Society") is incorporated under the laws of the State of Delaware without capital stock and is not operated for profit. The Corporate Seal shall have inscribed thereon the name of The Society, the year of its incorporation, and the words "incorporated Delaware."

The purpose of The Society shall be to increase and diffuse, for scientific and educational goals only, the science and practice of microscopy, imaging and compositional analysis and the instruments and results relating to such activities.

The principal office of The Society shall be at 100 West Tenth Street, New Castle County, Delaware, and the Resident Agent in charge thereof shall be the Corporation Trust Company, 100 West Tenth Street, Wilmington, Delaware. The Society may also have an office or offices at such other places as Council may from time to time designate.

Section 1. Eligibility. Membership shall be open to any individual or organization interested in the advancement of, study of, or research related to microscopy.

Section 2. Election. A majority vote of the members of Council present and voting at a regular or special meeting shall constitute election to membership.

Section 3. Categories.
a) Regular Member: Regular membership is restricted to individuals. Application must be endorsed by one or more Regular Members and accompanied by one year's dues.
b) Student Member: Student membership is restricted to full-time students in degree-granting colleges or universities. Application must be endorsed by one or more Regular members and be accompanied by documentation of appropriate student status and one year's dues.
c) Sustaining Member: Sustaining membership is open to corporations, institutions, or other organizations. Application must be endorsed by one or more Regular members and be accompanied by one year's dues. For a corporation, institution or organization, the application must include the name of a designated delegate who will act for it.
d) Honorary Member: A person who has received The Society's Distinguished Scientist Award and those others elected from time to time that The Society wishes to specially recognize. Honorary Members shall not be required to pay annual dues or other assessments.
e) Emeritus Member: An individual who has been a Regular Member for at least fifteen consecutive years prior to retirement from remunerative professional activities may apply for Emeritus membership. Those seeking Emeritus status shall apply to The Society indicating dates of initial membership and of retirement. In addition, Council may choose to elect to Emeritus membership distinguished members who have retired with less than the required number of years of membership. Emeritus Members shall not be required to pay annual dues or other assessments.

Section 4. Privileges. All Members shall have the right to vote, including Sustaining Members, through their designated delegate. Regular, Emeritus, and Honorary Members shall have the right to hold elected or appointed office and to serve on committees. Sustaining Members shall receive special recognition in those Society publications and in other ways designated by Council. All other privileges shall reside equally with all classes of Members.

Section 5. Termination. Membership in The Society may be terminated at any time by a two-thirds majority vote of Council present and voting at any regular or special meeting. Failure to pay dues by July 1 of a year for which they are due shall automatically terminate membership. Any member may resign membership by informing the Secretary in writing.

Section 6. Reinstatement. Former members wishing reinstatement shall apply as specified in Article IV, Section 2, except that endorsement by Regular Member(s) is not required, and pay dues applicable to all years of non-membership.

Section 7. Dues. The dues of The Society shall be determined by Council; proposed changes to current dues for any class of membership must be ratified by the membership at the next Annual Business Meeting. The membership year shall be fixed by Council and dues shall be payable in advance.

Section 1. Local Affiliated Societies. Local, state and regional groups may affiliate with The Society if their general aims conform to those of The Society.
a) To obtain recognition as an affiliate of The Society, the group shall present an application to the Local Affiliated Societies Director bearing all members' names. The application for affiliation shall include the history, financial status and bylaws of the group.
b) Membership in an affiliate shall not confer membership in The Society; there shall be no financial obligation or responsibility between the affiliate and The Society.

Section 2. Professional Affiliations. Subject to the ratification of the membership at the Annual Business Meeting, Council shall have the power to establish or end relationships with various incorporated, professional societies sharing common interests with The Society. It may, if required, also appoint at appropriate times representatives to these groups. Their terms of office shall be designated by Council within guidelines set by individual organizations.

Section 1. Annual Meeting. The members of The Society shall meet annually at a place, date, and time designated by Council. An Annual Business Meeting shall be held during the Annual Meeting. The program presented at any meeting shall be determined either by Council, or by an officer or committee designated by Council.

Section 2. Conduct of Business. Business of The Society shall be transacted at the Annual Business Meeting. The order of business shall be determined by Council, and shall be conducted by the President in accordance with the Robert's Rules of Order, Newly Revised.

Section 3. Quorum. A quorum for transaction of business of The Society shall be not fewer than seventy-five (75) members of The Society. Should an Annual Business Meeting fail a quorum, items of business may be submitted to the membership for voting by mail ballot.

Section 4. Voting and Representation. All members present at the Annual Business Meeting shall be entitled to one vote, without privilege of proxy, for each question called for vote. All questions before the Annual Business Meeting of the members, except questions concerning amendment of the Bylaws, shall require a simple majority of the members voting at such meeting.

Section 1. Composition. Council shall be composed of seven Directors (three Directors for the Biological Sciences, three for the Physical Sciences and one for the Local Affiliated Societies), the President, the President-Elect, the Past-President, the Secretary, and the Treasurer. Each of these members shall have one vote in Council proceedings.

Section 2. Duties. Council shall manage The Society in the best interest of The Society, and in accordance with its purpose as expressed in its Bylaws. It shall meet twice a year, immediately prior to the Annual Meeting, and during the first quarter of the calendar year at the discretion of the President. These meetings shall be conducted in accordance with the Robert's Rules of Order, Newly Revised and may be attended by members of The Society except for those portions held in closed session. Council shall plan scientific meetings; it shall authorize the expenditure of Society funds; it shall ratify the recommendations of the President and appoint the Chair and members of all Standing Committees, the Editor(s) and associate Editor(s) of Society publications, and such ad hoc committees as needed. Council shall authorize publication of the Bylaws of The Society, the Minutes of the Annual Meeting, the financial report of the Treasurer, a Membership Directory, and/or other publications as deemed necessary.

Section 3. Executive Committee. There shall be an Executive Committee comprised of the President, the Immediate Past-President, the President-Elect, the Treasurer, and the Secretary which shall be empowered to make decisions in an emergency. An Executive Committee Meeting may be called by the President or any two members of the Executive Committee as long as all members of the committee are notified. A written record of all actions shall be maintained, and all decisions shall require assent of at least four of the five Executive Committee Members.

Section 4. Quorum. A quorum of Council shall consist of seven (7) Council Members including the President, or either the Past-President or President-Elect acting in the President's stead.

Section 5. Vacancy. Any vacancy occurring in the Council may be filled for the period remaining until the next Annual Election by a simple majority of the remaining Council Members present and voting at the next regular or special Council Meeting.

Section 1. Officers. The officers of The Society shall be:
a) a President, President-Elect, Past-President, Secretary, Treasurer, and seven Directors (three from the biological sciences, three from the physical sciences and one from the Local Affiliated Societies).

Section 2. Eligibility for Office. The minimum qualifications for elective office shall be three consecutive years of regular membership immediately preceding nomination. The qualifications for President-Elect shall include an additional two year's membership.

Section 3. Tenure of Office. The President shall serve three years, one each as President-Elect, President and Past-President. The Secretary and Treasurer shall each serve three years and shall not be elected within the same year. Two Directors, one each for the Biological Sciences and the Physical Sciences, shall be elected each year for a three-year term. The Local Affiliated Societies Director shall be elected for a three-year term. No officers except Secretary and Treasurer, may succeed themselves in office. The Secretary and Treasurer may serve a second, consecutive, three year term, if elected.

Election shall be according to the provisions of Article IX, Section 2.

Section 4. Assumption of Office. All elected officers shall assume office the first day of the calendar year following their election.

Section 5. Duties of Officers.
a) President: The President shall be the Chief Executive Officer of The Society; preside at all meetings of The Society and of Council; be a voting ex-officio member of all committees except the Nominating Committee; in consultation with Council appoint Chair and members of all committees, unless otherwise specified by these Bylaws or by the order creating same; in consultation with Council may delegate certain duties; and perform such duties as usually pertain to the office.
b) President-Elect: In the inability of the President to be present or to perform the duties, the President-Elect shall assume the duties of the President. The President-Elect shall be an ex-officio member of all committees, unless noted otherwise; and perform such other duties as may be delegated. At the end of the President's term of office, the President-Elect shall automatically assume the office of President.
c) Past-President: The Past-President shall chair the Nominating Committee, be an ex-officio member of all committees, unless noted otherwise; and perform such other duties as may be delegated.
d) Secretary: The Secretary shall maintain the records of The Society; maintain minutes of all meetings of The Society and of Council; conduct the correspondence of The Society; serve as Chair of the Bylaws Subcommittee; maintain the "Officers Manual" detailing the duties of each office; notify officers of duties; receive committee and other organization reports at least four weeks prior to Council meetings; prepare an Agenda upon advice from the President and distribute such with pertinent reports to members of Council at least three weeks prior to Council meetings; have on hand at all times the Bylaws of the Society; and perform such other duties as may be delegated. Some of these duties may be delegated to an appointed member.
e) Treasurer: The Treasurer shall receive all monies of The Society; be responsible for maintaining accurate records of all monies and of disbursements made on vouchers signed by the person responsible for incurring the expenditure; sign for recurring disbursements and expenses specifically approved by Council; co-sign with the President special disbursements over an amount specified by Council; file appropriate government forms as required by law; present a financial report at each Council Meeting and at such other times as Council shall require; obtain an annual audit of the Society finances. The Treasurer shall be bonded and the cost of said bond and insurance shall be incurred by The Society. At the conclusion of the term of office the Treasurer shall present a report by a qualified auditor of all financial transactions occurring during the term of office. Some of these duties may be delegated to an appointed member.
f) Biological and Physical Science Directors: Each Biological Science Director and Physical Science Director shall fulfill appropriate functions as a member of Council, serve as a Council Liaison to a Standing Committee, and perform such other duties as may be delegated.
g) Local Affiliated Societies Director: The Local Affiliated Societies Director shall fulfill appropriate functions as a member of Council and represent the Affiliates on Council.

Section 6. Indemnification. Officers, both elected and appointed, committee chairs and members, and employees of The Microscopy Society of America, Inc., while acting on behalf of The Society, shall be indemnified by The Society against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a part, or in which they may be involved, by reason of their being or having been a member of Council, officer or employee of The Society, or any settlement thereof, whether or not they are a member of Council, officer, or employee at the time such expenses are incurred, except in such cases where in the member of Council, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of their duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when Council approves such settlement and reimbursement as being for the best interests of The Society. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such member of Council, officer, or employee may be entitled.

Section 1. Nominations. Nominations shall be made by a Nominating Committee. This committee shall consist of five members including the Past-President as Chair. No more than two members shall be currently on Council and at least two shall never have served on this committee. The Chair shall recommend committee members to Council for ratification at its Winter meeting. This committee shall present its nominations to the President not later than September fifteenth of the year for which the committee has been appointed. At least two candidates shall be presented for each office open for election except that candidates for a second term as Society Secretary or Treasurer, if nominated by the Nominating Committee, may be presented unopposed. Additional nominations for any elected office will be accepted and placed on the ballot from the general membership when accompanied by a petition signed by a minimum of 75 Society members. Such petitions for nomination, and supporting information, must be received by the Past-President no later than one week following the Annual Meeting. At the appropriate time, nominations for the Local Affiliated Societies Director shall be made by the President or Secretary of an Affiliate and submitted to the incumbent Local Affiliated Societies Director.

Section 2. Elections. An official ballot shall be prepared containing the selections of the Nominating Committee, and any nominations made by petition, and including write-in space for each office. A copy shall be sent to each member of The Society not later than November fifteenth of each year. The marked ballots shall be returned not later than December fifteenth. The President shall appoint two or more members as tellers to count the ballots. At least one of the tellers shall not be an officer of The Society. The candidate receiving the largest number of votes is elected. The Local Affiliated Societies Director shall be elected by official representatives from 51% or more of the Affiliates at the appropriate Annual Meeting, each Affiliate having one vote. The Local Affiliated Societies Director shall appoint two or more members as tellers to count the ballots. The candidate receiving the majority of votes is elected, ensuring that the winning candidate receives at least 51% of the total votes cast by the LAS representatives. Failing a quorum, election shall be by a majority of the official Affiliate representatives, as certified by the incumbent LAS Director, responding to a mail ballot no later than December fifteenth of the election year.

Section 1. Appointed Officers. The President, with the approval of Council, can appoint officers to transact The Society's business. The title and function of appointed officers shall be established by Council. Appointed officers hold budgeted positions and may be salaried.

Section 2. Committees. Council shall form such committees as it considers necessary or helpful in managing the affairs of The Society, and may empower such committees to discharge the function or functions assigned to it by Council. Council shall appoint the chair of the committee from its own members or the general membership of The Society. The committee chair may recommend other committee members to Council for ratification. The committee chair may also invite individuals not currently members of The Society to serve on committees charged with determining the scientific programs of the Annual Meeting of The Society. The number of such individuals shall not exceed one-third of the total membership of the committee, nor shall any of these individuals serve as chair of the committee. Committee appointments take effect on the first day of the calendar year following their approval by the MSA Council.

Section 3. Term of Appointment. The initial term of appointment of appointed officers, committee chairs and members will be determined by Council and will not exceed three years. Appointed officers, committee chairs or members may be reappointed for additional terms.

Section 1. There shall be continual evaluation of the Bylaws by a Bylaws Subcommittee. This subcommittee shall consist of three members including the Secretary, as Chair, the Chair of the Long Range Planning Committee, and the President (as an ex officio member). This subcommittee shall propose changes at the winter Council meeting of odd-numbered years.

The Bylaws of The Society may be suspended or amended as follows:
Section 2. An amendment recommended by a two-thirds vote of Council present and voting, at a regular or special meeting, requires for passage, a simple majority of the members of The Society voting by mail ballot.

Section 3. A petition for amendments signed by 5% of the Membership which fails of recommendation by a simple majority of Council present and voting at a regular or special meeting, must be discussed at the next Annual Business Meeting and then presented to the Membership for vote by mail ballot. The sponsor of the petition shall have the privilege of preparing a statement for the ballot, and Council shall prepare a rebuttal. A two-thirds majority of the members voting is required for passage.

Section 4. A suspension recommended by a two-thirds vote of Council present and voting at a regular or special meeting, requires for passage, a simple majority of the members voting at any Annual Business Meeting or by mail ballot.

The Microscopy Society of America is the continuation of the Electron Microscopy Society of America, incorporated under the Certificate of Incorporation filed in the state of Delaware.

Section 1. Membership Conferred. Membership in the Microscopy Society of America (in a corresponding category of membership) shall be conferred on all members of the Electron Microscopy Society of America. Affiliates of the EMSA shall become Affiliates of the MSA.