Constitution

Note: Following is the text of the Constitution and By-Laws of the San Francisco Microscopical Society as most recently amended on May 18, 2023. The constitution was previously amended on January 16, 1998. Changes between 1998-2023 revisions are highlighted. A document showing the previous Constitution is available 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 every other year, in alternating years for different officers, 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. The President, Treasurer, and Corresponding Secretary shall be elected in odd years (e.g. 2025, 2027), and the Vice President and Recording Secretary shall be elected in even years (e.g. 2024, 2026). All non-voting Board officers shall be elected annually.

         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 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.

         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. Upon vacating an office, each outgoing officer shall commit to providing up to twelve months of guidance and/or training to the incoming officer as requested by the incoming officer for the purposes of knowledge transfer.

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. 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. 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.