AMS Constitution

Constitution

ARTICLE 1 – Name and Objectives

Section 1 – Name

The name of the Society shall be the American Microscopical Society, hereinafter called “the Society.”

Section 2 – Objectives

The objectives of the Society shall be the association of persons for the presentation, discussion, or publication of new and significant information relating to microscopy and activities directed toward encouraging and advancing microscopy.

Section 3 – Purpose

The Society shall be operated exclusively for scientific, literary, and educational
purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law.  The Society shall not be operated for profit, and no part of its assets or earnings shall  under any circumstances be used for the personal benefit of any member or other  individual.

ARTICLE II – Membership

Section 1 – Application for Membership

Any person interested in the objectives of the Society may become a member by
submitting a written application accompanied by the appropriate dues.

Section 2 – Categories of Membership

a. Regular. Regular members shall pay the full amount of regular membership dues annually and enjoy all the rights and benefits of membership, namely subscription to Invertebrate Biology, hereinafter called “The Journal,” eligibility to run for office or serve on committees, and eligibility to vote for officers and for motions at business meetings.

b. Student. Application for student membership must be accompanied by
certification of student status by a faculty advisor or an appropriate
administrator. Student members shall enjoy all the rights and benefits of
membership except eligibility to run for office.

c. Sustaining. A regular member may become a sustaining member by making an annual contribution in addition to the regular membership dues.

d. Life. Life membership is available for payment of a one-time fee, either as a lump sum or in installments during one year. Life members shall enjoy all the rights and benefits of membership and will be exempt from further dues.

e. Honorary. Honorary members are persons who have made outstanding contributions to microscopical science. Persons must be nominated for honorary membership by members of the Society and elected by the Executive Committee. Honorary members shall enjoy all rights and benefits of membership.

f. Emeritus. Emeritus membership is available to any member who either has belonged to the Society for at least 10 years and reached the age of 65 or who has belonged to the Society for at least 25 years and been granted early retirement by their employer. Requests for emeritus membership must be made to the Secretary of the Society and approved by the Executive Committee. Emeritus members are exempt from further dues and shall continue to enjoy all rights and benefits except subscription to Invertebrate Biology; however, emeritus members may continue to receive The Journal by paying 50% of the dues for regular membership annually.

ARTICLE III – Officers of the Society

Section 1 – Offices

The Society shall have the following officers: President, President-Elect,
Secretary, Treasurer, and Program Officer.

Section 2 – Elections

Election of officers shall be by paper or electronic ballots submitted by members
of the Society.

Section 3 – Terms of Office

a. The term of office of the President shall be two years. The president
shall serve as past-president for one year past the end of his or her
term of office. The president may not run again for president-elect until
two years after the expiration of his or her term.

b. The term of office of the President-Elect shall be two years, after which
he or she will automatically succeed to the Presidency.

c. The terms of office of the Secretary, Program Officer, and Treasurer
all shall be three years and shall be staggered one year apart so as not to be
concurrent.

Section 4 – Term limits

The terms of new officers shall begin at the close of the Annual Meeting following
their election and expire at the close of the Annual Meeting that occurs at the end of the period specified for his or her term of office.

Section 5 – Vacancies

a. President. If the current President becomes unable to serve out his or her full term, the President-Elect shall assume the office of President earlier.

b. Other officers. If any officer of the Society other than the President becomes unable to serve out his or her full term, the President, after consultation with the Executive Committee, shall appoint an individual to fulfill the duties of that officer for the remainder of his or her term.

Section 6 – Duties

All officers of the Society shall discharge faithfully the duties customarily vested in their respective offices and any others that may be specifically provided for in the Bylaws or assigned by the Executive Committee.

ARTICLE IV – Executive Committee

Section 1 – Members

The Executive Committee shall consist of the officers of the Society, three Members-at-Large elected by the Society (one elected each year for staggered three year terms), the Past-President, and the Editor of the Journal.

Section 2 – Quorum

Six members of the Executive Committee shall constitute a quorum for
conducting the business of the Society.

Section 3 – Powers and Duties

The Executive Committee shall have full power and authority to make, prescribe,
and enforce all rules and regulations necessary and proper for the conduct of the affairs of the Society and for the control and management of its property in conformity with the Constitution and Bylaws. The Executive Committee shall not have any power or authority to take any action inconsistent with the charitable, scientific, and educational purposes for which the Academy was formed within the provisions of Section 501(c)(3) of the Internal Revenue Code.

ARTICLE V – Meetings

Section 1 – Designation of Time and Place

It shall be the duty of the Executive Committee to fix the time and place of the
Annual Meeting, but there shall be at least one meeting of members annually for the presentation and discussion of papers, and at least one business meeting of the members annually.

ARTICLE VI – Spencer-Tolles Fund

Section 1 – Establishment

The Society shall maintain and administer a permanent fund that shall be designated as the Spencer-Tolles Fund. At the discretion of the Executive Committee, gifts and bequests can be received and included in this Fund. All life-membership payments shall be added to the principal of the Spencer-Tolles Fund.

Section 2 – Uses

After deduction of the expenses necessary for the administration of the Fund, the income of the Fund shall be used exclusively for the encouragement and support of publications within the purposes and scope of the Society.

Section 3 – Disposition

a. Integrity. The principal of the Fund shall be kept inviolate.

b. Alteration in Uses. Should it become necessary or expedient for the Society to discontinue publication of the Journal, the Spencer-Tolles Fund shall continue to be used exclusively for the encouragement and support of publications within the scope and purposes of the Society, namely for grants-in-aid of publication on subjects involving the microscope, microscope accessories, or microscopical techniques, in American journals.

c. Transfer. If made necessary by circumstances, the Executive Committee shall have the power to approve at any regular meeting the transfer of the Spencer-Tolles Fund to a selected university or other incorporated institution for original research under such conditions as shall safeguard the permanence of the Fund and its application to the general purpose for which it was originally intended. This power shall be exercised by the Executive Committee only after securing and following the expressed will of the majority of the members of the Society or after the constitutional failure of the Society.

ARTICLE VII – Darbaker Fund

Section 1 – Establishment

Income received by the Society from the Darbaker Estate shall be maintained in a separate account within the Spencer-Tolles Fund designated as the Darbaker Fund.

Section 2 – Uses

The Darbaker Fund shall be used for the encouragement and support of publications involving microscopical technique.

Section 3 – Disposition

For purposes of disposition, the Darbaker Fund will be treated as part of the
Spencer-Tolles Fund.

ARTICLE VIII – Disposition of Property

Should it become necessary or expedient for the Society to dissolve, all of its assets and accrued income shall be distributed by the current Executive Committee to one or more scientific or educational organizations that agree to use these assets or income to further one or more of the activities included within the purpose of the Society as stated in Article 1, Section 3.

ARTICLE IX – Amendments

The Constitution may be amended by (1) sending proposed amendments in
writing to the Secretary no less than one month before an Annual Meeting of the
Society, (2) presentation of proposed amendments, including recommendations from the Executive Committee, to the members present at the Business Meeting of the Annual Meeting, (3) positive recommendation of each amendment by a majority vote of members attending the Business Meeting, (4) presentation of a ballot on each amendment to all members of the Society by the Secretary after the Annual Meeting, and (5) approval of each amendment by two-thirds of all members who return ballots.

The membership shall be notified of the results of balloting in the next Newsletter of the Society.

BYLAWS

Article I – Dues

Section 1 – Determination of Dues

Annual dues for all categories of members and the payment for life membership
shall be determined by vote of the members of the American Microscopical Society, hereinafter referred to as the “Society,” attending the Business Meeting of the Annual Meeting upon recommendation of the Executive Committee.

Section 2 – Payment of Dues

No applicant shall be considered a member of the Society until his or her
appropriate dues have been paid. Any member failing to pay dues by the time the first number of the current year’s volume of the Journal has been issued shall receive a final billing notifying said member that membership will be discontinued unless payment is received within 30 days. A former member may be reinstated at any time upon payment of all arrears or upon new application for membership and payment of dues for the current year.

Article III – Publications

Section 1 – Control

All publications of the Society shall be under the control of the Executive
Committee, and the Executive Committee shall have authority to determine what
publications shall be undertaken by the Society.

Section 2 – Name and Purpose of Journal

The journal published by the Society shall be called Invertebrate Biology
(continuing the Transactions of the American Microscopical Society) and shall include original papers or reviews in all fields of invertebrate biology.

Section 3 – Editorial Staff

a. Editor. An Editor shall be appointed by the Executive Committee for a period of three years, renewable at the discretion of the committee, and shall serve as a member of the Executive Committee. The Editor shall manage the production of the Journal, including solicitation of manuscripts, obtaining peer reviews, coordination with authors, final preparation of accepted manuscripts, and coordination with the publisher. The Editor shall call upon Co-Editors and the Editorial Board of the Journal for assistance with reviewing and for editorial policy decisions as appropriate. The Editor shall strive to produce the Journal in a timely fashion.

b. Co-Editors. One or more Co-Editors also may be appointed to assist the Editor. Co-Editors may be appointed to a term of fewer than three years at the discretion of the Executive Committee In order to ensure that terms of Editor and Co-Editor(s) are staggered. Co-Editors shall not be members of the Executive Committee, but one Co- Editor may represent the Editor, by proxy, in meetings of the Executive Committee if necessary.

Section 4 – Editorial Board

In editing the Journal, the Editor and Co-Editor(s) will be aided by an Editorial Board whose members shall be appointed for renewable three-year terms by the Executive Committee upon recommendation of the Editor. The names of the members of the Editorial Board shall be included in each number of Invertebrate Biology.  Specialists within and outside of the membership of the Society may be called upon to review manuscripts submitted for publication in Invertebrate Biology.

Section 5 – Printing

Each issue of Invertebrate Biology shall be printed in a run sufficient to provide for the current list of members, subscribers, advertisers, and exchanges and to allow a reserve of 8-10% of said current list to be held for making up sets offered for sale by the Society, and to provide a stock for sale to members and to the general public.

Section 6 – Back Issues

The printer shall be responsible for keeping back issues of Invertebrate Biology and shall handle all matters pertaining to these issues. When so directed by the Executive Committee, the printer shall reprint back issues and, in collaboration with the Editor, prepare indices to Invertebrate Biology.

Section 7 – Subscriptions for Non-members

Yearly rates at which libraries, institutions, and individual non-members may
subscribe to the Journal will be determined by the Executive Committee.

Section 8 – Distribution of Revenue from Sales

All of the revenue received from the sale of continuous sets of six volumes or
more of the Transactions or Invertebrate Biology shall be diverted from the General Fund of the Society and added to the principal of the Spencer-Tolles Fund. Revenues realized from the sale of single numbers and of sets less than six volumes shall be retained in the General Fund of the Society.

Section 9 – Exchanges

The Editor of the Journal, in consultation with the Executive Committee, may
enter into exchange agreements with foreign societies or publications, but United States societies and publications may not be placed upon the exchange list except in recognition of definite service rendered to the Society.

Article III – Business Affairs

Section 1 – Procedure

a. Business Agent. The Treasurer may be authorized by the Executive
Committee to act as liaison between its business agent and the Society. The Treasurer shall be responsible for all business activities of the Society as approved by the Executive Committee.

b. Bonding. The Treasurer shall be bonded.

c. Audits. Audits of the accounts of the Society shall occur at annual or greater intervals as determined by the Executive Committee.

Section 2 – Fiscal Year

The fiscal year for the General Fund of the Society, for the Spencer-Tolles Fund,
and for the Darbaker Fund, shall begin on July 1 and close on the next June 30.

Section 3 – Spencer-Tolles Fund

Income from the Spencer-Tolles Fund, after the deduction of administrative costs, shall be divided into two parts: (1) twenty-five percent (25%) shall be returned to principal, and (2) the remaining seventy-five percent (75%) shall be transferred to the General Fund of the Society to be used for purposes established in Article VI, Section 2 of the Constitution.

Article IV – Elections

Section 1 – Nominations

Candidates for office shall be nominated not later than two months prior to the Annual Meeting by the Nominating Committee, which shall be appointed by the President. There shall be at least one name submitted in candidacy for each office; in the event there is no second candidate for an office, provision for a write-in candidate shall be substituted. Additional nominations for specific offices may be made by the Membership-at-Large by a petition signed by one-fourth of the active membership. This completed petition must reach the Secretary not later than five months prior to the Annual Meeting.

Section 2 – Balloting

Election of officers shall be by ballots submitted to the Secretary of the Society by members of the Society. Counting of votes on ballots shall be done by the Secretary, validated by one member of the Society, and completed not later than one month before the Annual Meeting of the Society at which the election results are to be announced.

The Secretary shall retain ballots for a period of one year following each election.

Article V – Affiliations

The President, with the approval of the Executive Committee, may appoint members to represent the Society on the councils or governing bodies of organizations with which the Society may be associated and which require or allow such representation.

Article VI – Historian

In addition to his or her regular duties, it shall be the responsibility of the Secretary to collect, maintain, and catalogue all material deemed to be of historical value to the Society, as well as to prepare an annual historical summary of Society activities.

Article VII – Honorary Membership

The criterion for election to honorary membership in the American Microscopical
Society shall be outstanding contributions to a discipline made by using the microscope as a major tool. It is suggested that no more than one Honorary Member be elected in any year. Nominations must be submitted by two members in good standing to the President no less than two months prior to the Annual Meeting of the Society. Each nominator must write a letter of nomination although only a single bibliographic supporting document shall be required. Election to honorary membership requires the unanimous vote of the Executive Committee. If a member of the Executive Committee is nominated for honorary membership, he or she shall recuse themselves from the discussion and subsequent voting.

Article VIII – Amendments

The Bylaws may be amended by (1) sending proposed amendments in writing to
the Secretary no less than one month before an Annual Meeting of the Society, (2) presentation of proposed amendments, including recommendations from the Executive Committee, to the members present at the Business Meeting of the Annual Meeting, (3) positive recommendation of each amendment by a majority vote of members attending the Business Meeting, (4) presentation of a ballot on each amendment to all members of the Society by the Secretary after the Annual Meeting, and (5) approval of each amendment by two-thirds of all members who return ballots. The membership shall be notified of the results of balloting in the next Newsletter of the Society.