ARTICLE I. Name
The Society shall be known as the SOCIETY FOR INDUSTRIAL MICROBIOLOGY AND BIOTECHNOLOGY (previously known as the Society for Industrial Microbiology) and shall be referred to hereinafter as the SOCIETY. The SOCIETY was incorporated in 1960 under the provisions of Title 29, Chapter VI of the District of Columbia Code. In 1999 the SOCIETY elected to be incorporated under the District of Columbia Code 1962 Statute.
ARTICLE II. Purpose
The SOCIETY shall have as its purpose the advancement of microbiological science as it applies to industrial materials and processes, and for other purposes as outlined in the Certificate of Incorporation of the SOCIETY.
ARTICLE III. Membership
Section 1. Eligibility. Any person or organization interested in the purposes of this SOCIETY as given in Article II is eligible for membership.
Section 2. Categories of Membership. The SOCIETY shall consist of regular members, corporate members and appointees, honorary members, student members and emeritus members. Regular, corporate, and student members shall be sponsored by an active member of the SOCIETY. Honorary members shall be sponsored by a petition of a minimum of twelve (12) active members of the SOCIETY, nominated by the Board of Directors and elected by a majority of the SOCIETY membership voting by electronic ballot (members may request a mail ballot to vote). Emeritus members shall be elected by a majority vote of the Board of Directors upon application of an active member for such membership. To be eligible for emeritus status the member must be in a retired status and a member of the SOCIETY for twenty (20) years; however, the Board of Directors may make exceptions. A corporate appointee, an emeritus member, and an honorary member shall have all the privileges of regular members. Student members shall have all the privileges of regular members except the privilege of voting and holding elected office. Active members are those members who are current in their dues. Honorary members are automatically active members.
Section 3. Charter membership in the SOCIETY shall consist of the persons who indicated a desire for membership and who paid dues of two dollars during the years of organization, 1949-1950, and have maintained membership.
ARTICLE IV. Dues and Entitlements
Dues for membership shall be set by the SOCIETY at its annual business meeting. The Board of Directors shall recommend for approval, by voting members present in person, the dues structure for all classes of membership except that an honorary member shall pay no annual dues. Monies obtained from members shall be placed in the SOCIETY treasury to be used as may be decided by majority vote of the Board of Directors for the support of SOCIETY publications or for other desirable scientific and educational purposes as set forth in the Certificate of Incorporation of the SOCIETY. The payment of annual dues shall entitle a member to vote and to receive notices, programs, newsletters, and such other publications issued by the SOCIETY as designated by the Board of Directors. Dues statements shall be sent to members November 1. Membership renewal dues for the following year must be received by December 31 of the current year.
ARTICLE V. Officers
Section 1. The officers of the SOCIETY shall consist of a President, President-Elect, Immediate Past President, Secretary and Treasurer selected from the membership of the SOCIETY.
Section 2. The person elected to the office of President-Elect shall serve the SOCIETY for a period of three (3) years. The first year is that of President-Elect, the second year will be that of President, and the third year as immediate Past President on the Board of Directors. The Secretary and Treasurer shall each serve for a term of three (3) years, their terms not running consecutively, beginning immediately after the annual business meeting. They may be re-elected for one additional term of three (3) years.
Section 3. In the event of resignation or death of the President, the President-Elect shall succeed to the office of President. In the case of vacancy in the office of President- Elect, the Nominations Committee shall submit to the Secretary the names of two (2) qualified candidates within thirty (30) days after said vacancy occurs. The Secretary shall then poll (by mail) the Society membership as to their choice between the two (2) candidates. The candidate receiving the majority vote immediately assumes the office of President-Elect.
Section 4. Nomination and Election of Officers. A Nominations Committee, consisting of at least 3 persons appointed from the membership, shall select a slate of officers from the membership for the annual elections of the SOCIETY. In addition, a petition for nomination of an individual member signed by at least 30 members will cause that person’s name to appear on the general ballot. The selections so made will be delivered to the Secretary for the holding of elections. An Election Committee will be appointed and it will be responsible for determining the validity of and a tally of the votes received.
Section 5. The duties of the officers shall be as customary to the offices and as further defined in the Bylaws.
Section 6. The SOCIETY shall have an Archivist who is a member of the SOCIETY, appointed by the President, with approval by a majority of the Board of Directors. The Archivist shall serve for a term of five years, beginning immediately after the annual business meeting, and may be reappointed.
ARTICLE VI. Board of Directors
Section 1. The business of the SOCIETY, except as otherwise provided in the Certificate of Incorporation, Constitution, or Bylaws, shall be conducted by a Board of Directors which shall consist of the President, the Immediate Past President, President-Elect, Secretary, Treasurer and four (4) additional Directors elected from the membership of the SOCIETY. The President shall serve as the Chairman of this Board. Each Director shall be elected for a three (3) year term. The presence of five (5) Board of Director members shall constitute a quorum for the transaction of Board business. A majority of the Board of Directors is defined as a majority of the Board of Directors present (in person or via video- or teleconference) and voting. The exception is that of a “polled” vote where the majority is the entire Board of Directors.
Section 2. Election of Directors shall be carried out as described in Article V, Section 4, and in the Bylaws.
Section 3. In the event of a vacancy in the office of a Director, the Board of Directors shall appoint a Director pro tempore who shall serve until the next annual election, at which time the Directorship shall be filled by election procedures described in Article V, Section 4 and in the Bylaws. The Director, so elected, will complete the unexpired term.
Section 4. The duties of the Board of Directors shall be as set forth in the Bylaws and in the Certificate of Incorporation of the SOCIETY.
ARTICLE VII. Committees and Representatives
Section 1. The President shall appoint from the membership Presidential Committees that are to serve only during his/her administration.
Section 2. Standing committees will be appointed by the President from the membership, with the approval by a majority of the Board of Directors. The term of appointment shall not exceed three years, with the exception of the Audit Committee, Archivist and Nominations Committee, as specified in the Bylaws.
Section 3. The President shall appoint from the membership, with the approval by a majority of the Board of Directors, SOCIETY representatives to other organizations. The term of office will be that length of time recommended by the other organization.
ARTICLE VIII. Meetings
Section 1. The presence of twenty (20) voting members in person and a majority of the Board of Directors shall constitute a quorum to do business at the annual business meeting of the SOCIETY.
Section 2. The SOCIETY shall hold a general annual meeting where business of the SOCIETY is conducted and scientific papers are presented to the membership in accordance with Article II. The majority of a full Board of Directors shall have the power to commit the SOCIETY to future meeting sites not less than one (1) year or more than five (5) years prior to the proposed scheduled meeting dates.
Section 3. Additional scientific meetings at other times and/or places may be designated by the President following approval by a majority of the Board of Directors.
Section 4. An affirmative vote of a majority of the entire membership shall be required to approve any resolution which, in the opinion of the Board of Directors and/or Counsel for the SOCIETY, may conflict with the purposes of the SOCIETY or may jeopardize the tax-exempt status of the SOCIETY. Insofar as practicable, any proposed resolution which the proponent believes to be questionable shall be submitted to Counsel for his opinion before it is submitted to the membership for a vote. Any resolution which has been approved by less than a two-thirds majority of the entire membership shall, upon demand of any three (3) Directors or five (5) regular members, be certified to Counsel for his opinion. If Counsel advises that such resolution may conflict with the purposes of the SOCIETY or jeopardize the tax-exempt status of the SOCIETY, the prior vote on that resolution shall be declared null and void.
ARTICLE IX. Sections
Geographical branch organizations or local sections within the SOCIETY, known as Sections, may be established provided formal application setting forth the reasons for the establishment of the Section is made to the SOCIETY in line with the provision embodied in the Certificate of Incorporation of the SOCIETY and is approved by a majority of the Board of Directors.
ARTICLE X. Amendments
Section 1. These articles may be amended by a two-thirds majority vote of the eligible members voting by electronic ballot. A two-thirds majority here signifying a two-thirds majority of the votes received within (30) days from the date the electronic ballot is made available to the membership and at the direction of the Secretary. (Members may request a mail ballot to vote.)
Section 2. Any proposed amendment shall not be in conflict with the Certificate of Incorporation of the SOCIETY. The proposed amendment shall be submitted in writing to the Board of Directors over the signature of at least three (3) members of the Board of Directors or by at least ten (10) members of the SOCIETY for approval. Upon review by legal counsel and by a majority vote of the Board of Directors, the proposed amendment shall be promptly published in the SOCIETY newsletter. This ballot may, at the discretion of the Board of Directors, be included in the next regularly scheduled election ballot or may be handled via a separate ballot.
Section 3. The Secretary shall announce the results of the vote to the membership in the succeeding issue of the SOCIETY newsletter. The amendment, once adopted, shall go into effect immediately.
ARTICLE XI. Procedures
Procedures and Other Items, not specified in this Constitution or in the Bylaws or by action at the meeting, shall be in accordance with Robert’s Rules of Order.Last Revised 2012; current as of 2016.