This Corporation shall be the Capital District Microscopy and Microanalysis Society of New York State, Incorporated.
 

The purpose of this Society is to increase, disseminate, and promote knowledge of microscopy and microanalysis techniques in the biological and physical sciences in the Capital District region of New York State.
 

This Corporation shall use its funds only to accomplish the objects and purposes specified in Article II. No part of said funds shall be paid or distributed to the members of this Society. On dissolution, the funds of the Society shall be distributed to one or more regularly organized charitable organizations to be selected by the Board of Directors.
 

Section 1. Eligibility. Any person or corporation interested in microscopy or microanalysis shall be eligible for membership.
 

Section 2. Achieving membership status. Membership for individual or corporate members shall be gained by registration with the Board of Directors. Annual registration is required to remain a member of the Society.
 

Section 3. Dues. Dues shall be determined by an annual vote of the Society membership.
 

Section 1. An annual business meeting will be held in January in conjunction with a technical meeting. Auxiliary meetings may be called by the Board of Directors or by written application of ten or more regular members, who shall state the purpose of the meeting.
 

Section 2. The Board of Directors shall determine the time and place of meetings and shall notify the membership by electronic mail at least two weeks in advance of each meeting.
 

Section 3. Society business shall be transacted at the annual business meeting or other meetings, in the presence of a quorum, by majority vote of regular members present, unless otherwise provided in these by-laws. Ten percent of the registered members shall constitute a quorum. The order of business at the annual business meeting shall be:
 

A. Report of the President.
 

B. Report of the Treasurer.
 

C. Reports of Committees.
 

D. Election of officers.
 

E. Ratification of by-law amendments.
 

Section 1. Composition. The Board of Directors shall consist of five elected officers: President-elect, President, Past-President, Treasurer, and Secretary.
 

Section 2. Powers. All corporate powers, except as otherwise provided in these by-laws, shall be vested in the Board of Directors.
 

Section 3. Meetings. The Board of Directors shall meet at times and places determined by them. The director calling the meeting shall state the purpose of the meeting. Business shall be transacted at the board meetings, in the presence of a quorum, by majority vote of directors present. Three directors shall constitute a quorum.
 

Section 4. Terms of Office.  The term of office for “President” would be three years as the elected person moves from President-elect to President and then Past President.  A new President-elect would be elected each year.  The positions of Treasurer and Secretary will be two consecutive years.  Individuals will be allowed to be re-elected for consecutive terms.
 

Section 5. Vacancy. In the event any office becomes vacant, the Board of Directors shall, at its next meeting, elect an officer to fill the vacancy until the next annual business meeting.
 

Section 6. Nomination and Election. Nominations for office shall be made in writing by the membership at large. Self-nominations will be accepted. At least one nomination is required for each office. Nominees will be asked to accept or decline their nomination. Candidates receiving a majority of votes from the members present at the annual business meeting shall be elected.
 

Section 7. Duties of Officers. In addition to the duties commonly incident to the office,

A. The President shall serve, ex officio, on all committees and shall provide primary liaison with national affiliated societies.

B. The President-elect shall serve as Chair of the Program Committee for Society events.

C. The Past-President shall chair the nominating committee.

D. The Treasurer may write Society checks on his/her own recognizance up to an amount determined annually by the Board of Directors and will be responsible for financial transactions between the Society and its benefactors and creditors.

E. The Secretary shall serve as the center point for communications between the society and its membership

The Fiscal Year of the Corporation shall end on December 31.
 

Proposed amendments to these by-laws may be made either by a majority of the Board of Directors or by application or ten or more regular members to the secretary. Proposed amendments will be ratified in the business portion of the next Society meeting, provided that meeting occurs at least two weeks after the proposed amendment is received by the Board of Directors. The secretary will send proposed amendments to the membership by electronic mail no later than one week prior to the business meeting in which they will be considered. A two-thirds majority of voting members present is required for passage of an amendment.