Society By-Law

BYLAWS OF THE NORTHERN CALIFORNIA SOCIETY FOR MICROSCOPY

Revised: May 13, 2026 | Adopted: May 27, 2026

Section 1 – Name: The organization shall be designated as the Northern California Society for Microscopy, hereinafter referred to as the "Society."

Section 2 – Purpose: The purpose of the Society is to increase, disseminate, and promote the interchange of knowledge of microscopy and its applications in Northern California. As a nonprofit, educational, and scientific entity, the Society shall sponsor meetings and events to facilitate scientific discussion.

Section 1 – Categories: Membership is open to individuals and organizations interested in microscopy. Categories include regular, student, corporate members. Student membership is available to full-time students enrolled at accredited degree-granting institutions. Corporate membership is extended to corporations aiming to promote the interests and objectives of the Society.

Section 2 – Membership Dues: The Society is supported by annual dues for membership as Student, Regular, and Corporate levels. Changes to membership dues amounts shall be determined by the Executive Council and voted into place with a simple majority of the Council. Dues shall be required on or before the annual Membership meeting.

Section 3 – Rights and Privileges: The right to vote shall be extended to all individual members, including regular and student. Corporate sponsors have one vote to be cast by a single representative for each election or ballot. All individual members (regular and student) are eligible to hold elected or appointed offices and serve on Society committees.

Section 4 – Termination: Failure to pay dues during the year for which they are due shall automatically constitute sufficient reason to terminate membership. Membership in The Society may be terminated at any time for other reasons by a two-thirds majority vote of Council present and voting at any regular or special meeting of Council. Any member may resign membership by informing the Secretary in writing.

Section 5 – Reinstatement: Former members wishing reinstatement may apply for reinstatement provided they have fulfilled any requirements imposed at the time of termination. To be reinstated, the member must pay the dues applicable to all years of lapsed membership. If the dues for years of lapsed membership are not paid, the application will be treated as an application for new membership.

Section 1 – Elected Officers: The elected officers of the Society shall be the President, Secretary, Treasurer, and Program Director. The President, with the concurrence of the officers, may appoint additional roles such as Corporate Liaison, Webmaster, Physical Science Director, or Life Science Director for any ongoing Society activities or needs

Section 2 – Duties of Officers:
The President: Shall preside at all business meetings and Executive Council meetings. The President shall oversee the conduct of Society business and represent the Society at meetings of affiliated organizations (such as MSA) or appoint a designee for such representation. Additionally, the President shall oversee the conduct of Society business between meetings and ensure the implementation of the Society's initiatives.

The Secretary: Shall be responsible for maintaining the Society’s non-financial records including: meeting minutes, membership lists, correspondence, election related materials, announcements, agendas. The Secretary shall distribute announcements and agendas to the members at the direction of the President. Shall serve as organizer of the Nominating Committee and organize and conduct Society Elections. In the absence of the President, the Secretary shall perform the duties of the President.

The Treasurer: Shall manage the financial affairs of the Society, maintain funds in a federally insured bank, and present financial reports. The Treasurer ensures an annual internal audit is conducted with a committee of two individuals appointed by the President. Shall ensure all tax documents are submitted to federal and state entities annually. Shall maintain publicly accessible non-profit tax documents for the Society. In the absence of the President and Secretary, the Treasurer shall perform the duties of the President.

The Program Director: Shall plan and execute the Society’s scientific activities, technical meetings, and outreach events.

Section 3 – Tenure of Office: Officers shall be elected to two-year terms. No person may hold the same office for more than two consecutive terms.

Section 4 – Elections: In January of election years, the Secretary shall chair a Nominating Committee to identify candidates. The slate shall be announced by March 30. Elections for officers shall be conducted via online ballot by July 1. Election to any office shall be determined by a plurality of votes. Election results shall be announced by a designated officer of the Society.

The Executive Council shall consist of the elected and appointed officers of the Society. The Council, chaired by the President, shall manage the Society's affairs in its best interest and in accordance with these Bylaws. Vacancies on the Executive Council may be filled until the next annual election by a majority vote of the remaining Council members.

The Society shall convene at least one Membership Meeting annually. The Executive Council, in collaboration with the Program Coordinator, shall oversee the planning and execution of meetings and events. Each meeting shall include a business session to update members on the Society's affairs and allow for voting on essential matters. Meetings shall adhere to Roberts’ Rules of Order, Newly Revised. A quorum shall be constituted by the presence of five percent of the membership at any business meeting.

Committees may be appointed by the President with the Executive Council's approval as needed. Such committees shall be automatically dissolved at the close of the authorizing Executive Council's term.

Section 1 – Use of Funds: Funds shall be used exclusively for the purposes stated in Article I. No part of the net earnings shall inure, or be distributed, to its members, trustees, officers, or other private persons (except for reasonable compensation for services rendered); or be used in ways contrary to prohibitions outlined in Article IX.

Section 2 – Membership Dues: The Society shall be supported by membership dues collected annually by a date set by the Executive Council.

Section 3 – Annual Taxes: The Treasurer shall submit Society taxes annually to the IRS and State of California Tax Board to ensure non-profit status for the Society.

Amendments to these Bylaws may be proposed by the Executive Committee or submitted to the Committee by one or more Society members. After due consideration, any amendment receiving a majority vote from the Executive Committee shall be presented for discussion at a regular business meeting. Balloting on the proposed amendment can occur either during the regular business meeting or shall occur after the meeting by mail or electronic ballot. Ratification of any amendment shall require a simple majority of returned ballots from the membership.

Notwithstanding any provision within these Bylaws that may be construed to the contrary, the following prohibitions shall govern the operation of the Society; if these prohibitions are not followed, NCSM will be in violation of its non-profit status for the State of California:

The Society shall be organized and operated exclusively for purposes that are scientific and educational in nature.

No portion of the net earnings of the Society shall, under any circumstances, inure to the benefit of any private shareholder or individual.

No substantial part of the Society's activities shall involve the carrying on of propaganda or participation in any political campaign on behalf of or in opposition to any candidate for public office.

The Society shall refrain from attempting to influence legislation, including but not limited to, the publishing or distributing of statements.

The Society shall not enter into any of the following transactions with any officer, member of the Executive Committee, or substantial contributor to the Society:

• Lend any part of its income or corpus without securing adequate security and a reasonable rate of interest;
• Compensate any individual in excess of a reasonable allowance for salaries or other compensation strictly for services actually rendered;
• Provide any of its services on a preferential basis;
• Acquire securities or property for consideration that exceeds its fair market value;
• Dispose of securities or property for consideration that is less than its fair market value;
• Engage in any transactions that would result in a substantial diversion of its income or corpus.

These prohibitions shall not be construed to imply that the Society is precluded from undertaking the aforementioned transactions with any party, should such authority be explicitly granted or implicitly provided by other provisions within these Bylaws.

The Society may be dissolved upon the approval of a two-thirds majority vote of the elective officers. In the event of dissolution, and after satisfying or making adequate provisions for the debts and obligations of the Society, any remaining assets shall be distributed to one or more nonprofit entities, including funds, foundations, or corporations that have secured their tax-exempt status pursuant to Section 501(c)(3) of the Internal Revenue Code. Specifically, the financial resources of the Society shall be disbursed equally between the Microscopy Society of America (MSA), the Microanalysis

Society (MAS) or non-profit organization with a similar purpose. Should these organizations no longer exist, the remaining assets shall be allocated to other nonprofit organizations that support the aims and objectives of the Society.