Constitution of the Missouri Branch, American Society for Microbiology

January 1989

MISSOURI BRANCH OF THE AMERICAN SOCIETY FOR MICROBIOLOGY

(Established 1938 as Missouri Society of Bacteriology)

CONSTITUTION AND BYLAWS

ARTICLE I.              Name:

This organization shall be known as the Missouri Branch of the American Society for Microbiology (hereinafter "the Branch"). It shall encompass the State of Missouri and shall be established under the Not-For-Profit Laws of the State of Missouri.

ARTICLE II.             Objectives:

1 .        To promote a closer scientific relationship among microbiologists through the media of presented papers, personal associations, and interchange of ideas in microbiology.

2 .        To establish fellowship and cooperation among the members.

3 .        To cooperate with Branches in neighboring states and with the American Society for Microbiology.

4.         To provide an opportunity for students in microbiology to present the results of their research before a scientific assembly (the Branch).

ARTICLE III.            Membership:

1.         Membership of this Branch shall include, Active, Regular, Students, Emeritus,    Honorary, and Sustaining Members.

2.         Any person interested in microbiology may become an Active Member of the Branch. An Active Member is defined as a Regular or Student Member who has paid current dues or has been elected to Emeritus status.

3.         Any Active Member of the Branch shall be eligible for election to Emeritus membership upon retirement from professional work. Names of nominees for Emeritus or Honorary membership shall be submitted in writing to the Executive Committee, which shall forward recommendations to the Membership Committee For investigation and consideration.

4.         A Student Member is defined as an Active Member who is enrolled at an institution of higher education in the State of Missouri.

5.         Any organization or individual interested in advancing the objectives of the Branch shall be eligible for election as a Sustaining Member.

6.         Any Active Member shall be entitled to all privileges of the Branch, except that Student, Honorary, and Sustaining Members shall not be eligible to hold office or to vote.

ARTICLE IV.            Officers:

1.         The Branch Officers shall consist of a President, a Vice-President, a Secretary-Treasurer, a National Councillor, an Alternate National Councillor, a Recording Secretary, and an Editor of the Newsletter.

2.         The Executive Committee shall consists of the President last retired, the current Branch Officers, and two (2) members not serving as officers. The Executive Committee shall serve as the Board of Directors of the Branch. The current President of the Branch shall serve as the Chairman of the Board of Directors.

3 .        The Branch Officers and the non-officer members of the Executive Committee shall be elected by a mail ballot of the voting members in good standing. The mail ballot shall be conducted by the Secretary-Treasurer during the Fall of alternate (even) years, prior to the candidates’ assumption of office. Each Officer and non-officer member of the Executive Committee shall serve for a term of two (2) years, to begin 1 July of the calendar (odd) year following the election. The President and Vice-President may not succeed themselves office.

4.         The duties of the Branch Officers shall be those which usually attach to such offices, as well as those duties specifically listed in these Bylaws.

5.         The President shall preside at all meetings of the Branch and of the Executive Committee.

6.         The Vice-President shall preside at meeting the President is unable to attend, shall attend all Committee meetings, and shall assume the President’s duties should the office of the President be vacated.

7.         The Secretary-Treasurer shall maintain the records of the Branch, shall be the custodian of all funds, and shall be authorized to receive, deposit, and disperse the funds of the Branch. The Secretary-Treasurer shall present secretarial and financial reports at each Annual Meeting, and shall arrange for meeting registrations and the collection of dues.

8.         The National Councillor and the Alternate National Councillor shall represent the Missouri Branch on the Council of the American Society for Microbiology. The       Alternate National Councillor will serve in the event the National Councillor is unable to attend a Council Meeting of the American Society for Microbiology.

9.         The Executive Committee shall function as a governing body to carry out the activities of the Branch, as prescribed by the Bylaws. Four (4) members of the Executive Committee shall constitute a quorum.

10.       All Officers of the Branch and non-officer members of the Executive Committee shall serve without compensation.

ARTICLE V. Meetings:

The Branch shall hold a business session at each Annual Meeting. Twenty (20) members of the Branch shall constitute a quorum. The Executive Committee shall set the date and location of the Annual Meetings, which shall be held in the Spring of each year.

ARTICLE VI.            Bylaws:

This Branch may make Bylaws which do not conflict with the Constitution and Bylaws of the American Society for Microbiology.

ARTICLE VII.           Amendments to Bylaws:

Amendments to the Bylaws may be initiated by the Executive Committee or may be submitted in writing by any member to the Executive Committee for its approval. In the event that the Executive Committee declines to approve a proposed Bylaws amendment(s), the individual may, upon presentation of a written petition signed by twenty (20) members, submit it to the Branch for a vote. Notification of any proposed amendment(s) shall be mailed by the Secretary-Treasurer to the entire voting membership at least thirty (3) days prior to the next regular meeting of the Branch. Proposed amendments to the Bylaws must be approved by two-thirds (2/3) of the voting membership present at the meeting. If approved, the proposed amendment will be submitted to the entire voting membership by mailed ballot, and must be passed by a majority of the members returning valid ballots. All ballots must be returned within thirty (30) days. Any member failing to return a ballot within thirty (30) days will be considered to have abstained from voting.

ARTICLE VIII.         Committees and the Election Process:

1.         Nominating the Tellers’ Committees: A Nominating Committee consisting of three (3) members shall be elected by a majority of the voting members attending and voting at the Annual Meetings held during the Spring of alternate (even) years. The Nominating Committee shall submit its slate of candidates for Branch Officers and non-officer members of the Executive Committee to the Secretary-Treasurer (with an indication of acceptance by the candidates) within ninety (90) days from the close of the Annual Meeting. Active members in good standing may submit the names of additional candidates (with an indication of acceptance by the candidates) to the Secretary-Treasurer within the same ninety (90) days. The Secretary-Treasurer will construct and mail the ballot to the entire voting membership in the Fall of the same (even) year. All ballots must be returned within thirty (30) days. Any member failing to return a ballot within thirty (30) days will be considered to have abstained from voting. At the next following Annual Meeting, the Secretary-Treasurer shall convey all valid ballots to a Tellers’ Committee consisting of three (3) members appointed by the President, and the results will be announced by the President to the membership during the business session of the Annual Meeting. Election shall be determined by a simple majority (or plurality if more than two candidates are nominated for any office) of the valid ballots. The President shall be empowered to anonymously break any tie votes.

2.         Business and Finance Committee: Prior to each Annual Meeting, the President shall appoint a Business and Finance Committee consisting of two (2) members to audit the books and accounts of the Secretary-Treasurer and report to the President. This report will be made available to the membership at the Annual Meeting,

3.         Archivist: The President shall appoint an Archivist whose duty shall be to collect and preserve historical records of the Branch. The Archivist shall serve for two (2) years.

4.         Membership Committee: The Executive Committee shall appoint a Membership Committee consisting of four (4) members, which shall determine eligibility for Emeritus, Honorary, and other memberships, and for ten-year awards. The Vice-President shall serve as Chairman and the Secretary-Treasurer as Vice-Chairman of the Membership Committee. The Committee shall serve for two (2) years.

5.         Awards Committee: The President, with advice from the Executive Committee, shall appoint an Awards Committee prior to each Annual Meeting consisting of a Chairman and not less than two (2) nor more than five (5) additional members. To encourage participation and excellence among students, the Awards Committee shall evaluate scientific papers presented by students at Branch meetings, and may select a recipient of the Missouri Branch ASM award for the best student presentation. The Award will consist of a monetary award and a certificate. Under exceptional circumstances, at the discretion of the Awards Committee and with the approval of the President, more than one winner may be selected at a meeting, in which event the cash award will be divided among the winners and the necessary number of certificates will be issued. Certificates of Meritorious Scientific Achievement may also be awarded. The President may select alternate(s) in the event any member(s) of the Awards Committee cannot attend a meeting.

6.         James and Barbro Barrett Prize Committee: In keeping with the request of Dr. James T. and Mrs. Barbro Barrett, as detailed in their letter (including check) of 10 July 1985 to the President, prior to each Annual Meeting the President shall appoint a Prize Committee of three (3) members, one of whom must hold an appointment in the Department of Microbiology of the University of Missouri-Columbia, to judge student presentations that demonstrate an understanding and mastery of immunology for the James and Barbro Barrett Prize for Excellent Student Research in Immunology. The Prize shall consist of a $100 cash award and an appropriate certificate, to be given once annually, preferably at the Annual Meeting of the Branch. The Prize, which shall be offered for a period of ten (10) consecutive years beginning in 1986, shall be given for relevant work performed during the time the student was enrolled in an undergraduate or graduate degree program within the geographic confines of the Missouri Branch, and shall be awarded only if three (3) or more presentations at the same meeting shall be judged to demonstrate an understanding and mastery of immunology. A student shall not be eligible to receive the Prize more than once, nor shall a winner’s subsequent presentation(s) be considered competing presentation(s). At the end of the ten (10) year period, and prior to December 1996, a financial accounting, together with the remaining principal and interest in the account established for this purpose, shall be returned to James and/or Barbro Barrett and/or their heirs.

ARTICLE IX.            Dues:

Dues amounts shall be determined by a majority of the voting membership present at an Annual Meeting of the Branch. New dues amount(s) may be proposed by the Executive Committee at Annual Meetings for consideration by the voting membership. Honorary and Emeritus Members will not be required to pay dues, although they will retain their active status. Members will be considered delinquent if they fail to pay annual dues by the end of each calendar year. Delinquent members will be subject to suspension at the discretion of the Executive Committee, and will no longer be eligible for ten-year awards. Dues will be assessed by mail and at meetings. The following is the current fee structure. Registration fees will be set yearly by the Executive Committee.

           

	DUES
Regular Members	$15.00
Student Members	$5.00
Emeritus Members	free
Sustaining Members	$200.00

*Registration fee for Sustaining Members is an Exhibitors Fee which includes $50.00 membership dues, and allows the privilege of exhibiting at Annual Meetings. Only Sustaining Members may have exhibits at Branch Meetings.

ARTICLE X. Tax-Exempt Status

1.         The Branch shall operate exclusively as a scientific and educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the Branch shall inure to the benefit of, or be distributed to, its elected officers or other private persons, except that reasonable compensation may be paid for services rendered to the Branch.

2 .        Notwithstanding any other provisions of the Bylaws and/or the Articles of Incorporation of the Branch, the Branch shall engage only in those activities permitted under Section 501(c)(3) of the Internal Revenue Code of 1954, or under the corresponding provision of any future United States Internal Revenue law.

3 .        The Branch shall not participate or intervene in any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements. The carrying on of propaganda or otherwise attempting to influence legislation shall not be a substantial part of the activities of the Branch.

ARTICLE XI.            Disposition of Assets:

Upon dissolution of the Branch, the assets of the Branch remaining after the payment or provision for payment of all the liabilities of the Branch, if any, shall be distributed exclusively to charitable, scientific, literary, and/or educational organizations which qualify under the provisions of Section 501(c)(3) of the internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law) at the time of the Branch dissolution, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the Branch is then located, exclusively for such purposes or to such organization(s) as said Court shall determine.