Constitutional Amendments

Consititution and By-Laws of the San Francisco Microscopical Society


The San Francisco Microscopical Society
c/o The Morisson Planetarium
California Academy of Sciences · Golden Gate Park · San Francisco, CA 94118

Note: The following text shows the most recent changes to the Constitution and By-Laws of the San Francisco Microscopical Society. The changes adopted by a vote of the membership on January 16, 1998 are italicized in the text below. Additions are also underlined while deletions are stricken out.

The change in Article III, Section 3 clarified the definition of the Board of Directors and removed a section governing the loan of society materials which was deemed unnecessary in view of the Board's authority to act on such matters without specific direction in the Constitution and By Laws. Click here to see these changes.

The change in Article IV, Section 1 allows greater flexibility in scheduling meeting times and dates. In recent years meetings have frequently been held at times which conflicted with the previous wording of the By-Laws. Click here to see these changes.

The proposal to amend the text was discussed and voted upon at the Annual Meeting on Friday, January 16, 1998 in Oakland. The proposed amendments passed by unanimous vote of the members present. To return to the amended, now current, version of the Constitution and By-Laws, click here.

CONSTITUTION AND BY-LAWS
OF THE SAN FRANCISCO MICROSCOPICAL SOCIETY

ARTICLE I
Name and Object

         Section 1. This Society shall be known as the San Francisco Microscopical Society.

         Section 2. The object of this Society is the promotion of the Microscopical Science in all its branches, to be accomplished by the holding of meetings for scientific intercourse and discussion, by the reading and publication of papers relating to microscopical and kindred sciences, and by other suitable means.

ARTICLE II
Members

         Section 1. The Society shall consist of regular members, elected from San Francisco and its vicinity; life members; student members, for those who are attending an educational institution; corresponding members, for those who are residing elsewhere; sustaining members, for corporations and associations; educational institutions; and honorary members, elected as such by reason of their eminence in science or attention to the microscope.

         Section 2. None but regular and life members shall be entitled to vote or hold office.

         Section 3. Candidates for membership must be proposed by two members. The candidate must post the first year's dues with his or her application for membership. The candidate will be confirmed by a majority vote of regular and life members present at a general meeting of the Society.

ARTICLE III
Officers

         Section 1. The officers of the Society shall consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer, who shall be elected annually, as hereinafter provided, and shall hold office until their successors are elected and qualified. The offices of Recording Secretary and Corresponding Secretary may be held by the same member, at the discretion of the Society.

         Section 2. All elections of officers shall be by ballot, members present only voting. No member shall be represented by proxy. In case there should be no choice on the first ballot, all candidates except the two having the highest number of votes (or, in the event of a tie, the three highest) shall be dropped. The majority of all votes cast shall be necessary to a choice.

         Section 3. The officers of the Society, as defined in Article III, Section 1 above, shall consist of a constitute the Society's Board of Directors. In the event, however, the offices of Recording Secretary and Corresponding Secretary are held by one member, then, and in that event, the Board shall elect a fifth member to be known as Director at Large, in order that the Directorate shall at all times number five. The Board shall have the general management of the Society's business affairs and the care and control of its property; shall appoint all subordinate officers, and exercise all powers and perform all duties of a board of management necessary to sustain and carry on its operations. They are authorized, whenever in their opinion it is deemed advisable to loan any instrument or materials to any member, upon receiving from such member the actual cost price of same; such instrument or accessories to be returned to the Society when required by said officers, together with proper compensation for their use, or in the event of damage to instruments or material while so loaned the Board shall require the possessor to pay for all damage thereto.

         Section 4. The President, or in case of his/her absence or inability to serve, the Vice-President, shall preside at all meetings of the Society and of the Board of Directors; s/he shall appoint standing committees and supervise the general business of the Society. S/he shall make a report of the condition and progress of the Society in all its departments at the annual meeting, and at his/her pleasure, bring to its notice any important events of interest to it. In the absence of both President and Vice-President from any meeting, a chairman pro tem may be chosen, who shall preside at such meetings.

         Section 5. The Recording Secretary shall keep a record of the proceedings of the Society. S/he shall give suitable notice of the time and place of meeting of the Society, keep a duly classified list of the members, and attend to such other business in his/her department as the Board of Directors may direct.

         Section 6. The Corresponding Secretary shall attend to the distribution of the publications of the Society to regular and other members entitled to the same, conduct correspondence with societies and individuals, notify members of their election and furnish them with membership cards.

         Section 7. The Treasurer shall attend to all receipts and disbursements of the Society, giving such bonds and furnishing such vouchers as the Directors may require. S/he shall collect all dues from the members, and keep an accurate account of all receipts and disbursements, furnish the Board of Directors from time-to-time, as they may require, with a list of members entitled to vote and make a general report to the Society at the annual meeting. The Treasurer shall pay no bill against the Society unless the same has been approved by the Board.

         Section 8. The President shall, at the first business meeting after the annual meeting in each year, or as soon thereafter as possible, appoint an Exhibition Committee of three members, whose duty it shall be to make all arrangements and take charge of the public and other exhibitions of the Society.

         Section 9. The Directors shall have the power to appoint a Curator, who shall have charge of the library, instruments, and collections of objects, and who shall enforce such rules for their management as may be prescribed by the Board. The curator shall furnish a report of additions to or the condition of the library, instruments, objects, microscopic material, etc., to the Society at the annual meeting. S/he shall be generally chargeable with their reasonable care.

         Section 10. In case any office shall become vacant from any cause the same shall be filled by vote of the Board of Directors. The incoming officer shall serve for the balance of the unexpired term.

ARTICLE IV
Meetings

         Section 1. The annual meeting for the election of officers and other business shall be the first regular meeting held after January 1 of each year held on the third Friday in January. General meetings shall be held approximately once each month. Interruptions in the schedule during summer or holiday seasons may be taken at the discretion of the Board or their designated Program Chairperson on the third Friday of each month from September to November and January to May. Special meetings may be called at any time by the President. Notice of annual and special meetings shall be sent to each regular and life member, or by advertising, if the Board so directs. Request for special meetings may be made by a member to the President, who may call the same at his/her discretion.

         Section 2. Meetings of the Board of Directors may be held at any time and place, at the call of the President. The President shall also call a meeting of the Board of Directors whenever requested to do so by any two members thereof. Three Directors shall constitute a quorum for the transaction of business.

         Section 3. Matters of general policy may be discussed by the members at any general or stated meeting upon request to the President, or presiding officer, who may exercise his/her discretion in granting such request.

ARTICLE V
Fees and Dues

         Section 1. Dues of regular members shall be payable on the first day of January. The Board of Directors may, in its discretion, pass a resolution permitting a new member to pay on a pro-rata basis for the balance of the fiscal year in the interest of simplified accounting. Regular members desirous of becoming life members can do so upon the payment of set fees; dues of corresponding members and student members are on a yearly basis, in addition, sustaining members and educational institutions are recognized as individual group membership with dues set on a yearly basis. The Board of Directors may determine such membership dues and fees as are necessary, with the approval by a majority vote of a quorum of members present at a meeting of the membership.

         Section 2. Any regular member in arrears for dues more than three months shall be notified in writing by the Treasurer, and if his/her dues remain unpaid for one month thereafter his/her name may be dropped from the list of members.

         Section 3. All money received for life membership shall constitute a special fund, to be invested by the Board of Directors, and only the income derived therefrom shall be used for current expenses. This fund shall not be used for any purpose without a vote of two-thirds of the Board of Directors, notice of such intention having been given in an open meeting at least one month previous. Any member taking issue with such intention shall have the privilege of appearing before the Board for the purpose of discussion or the offering of objection.

ARTICLE VI
Publications

The permanent publications of the society shall be directed by a Committee on Publications, under the general supervision of the Board of Directors.

ARTICLE VII
Amendments

Amendments to this Constitution may be made at any annual meeting, without notice, and at any stated or special meeting called for the purpose, upon notice of one month, stating the substance of the proposed amendment.

ARTICLE VIII
Order of Business

Robert's Rules of Order shall govern the holding of all meetings, both general and special, and of the meetings of the Board of Directors.

As proposed for amendment and amended by a vote of the membership present on 16 January 1998

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