CASMS Bylaws (Adopted on Aug. 28, 2013) -- CASMS
Section 1. Principal Office
The principal office of the corporation is located in New York County, State of New York.
Section 2. Change of Address
The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
Current Address: 340 E. 64th Street, 3H, New York, NY 10065
Dated: December 1, 2011
New Address: P.O. Box 237, New York, NY 10021
Dated: July 7, 2013
New Address: ___________________________
Dated: ________, 20__
Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Section 1. IRC Section 501(c)(3) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objectives and purposes of this corporation shall be: CASMS shall serve its members, communities of mass spectrometry and the public by (a) educating the public and advancing public knowledge in the development and application of mass spectrometry and its related technology in all fields; (b) promoting the advancement of mass spectrometry and its related application aspects; (c) facilitating communication among mass spectrometrists and any individual or group who is interested in mass spectrometry and its related fields; and (d) providing a forum for the exchange and dissemination of technical or non-technical knowledge and information in the mass spectrometry and its related fields.
Section 1. Number
The corporation shall have at least three (3) directors but no more than thirty (30) directors and collectively they shall be known as the board of directors (“Board of Directors” or “Board”).
The Board shall have a Chairperson and a Vice Chairpersonand they shall be elected by 2/3 of votes of the directors in a board meeting having quorum, from a slate of three (3) candidates. Both Chairperson and Vice Chairperson of the Board shall serve for a term of five (5) years. Upon completion of the first term, the Chairpersons shall be eligible for three consecutive terms.
Section 2. Qualifications
Directors shall (a) be members of the CASMS and (b) have served and/or made significant contributions to the CASMS and demonstrated leadership skills and (c) demonstrated his/her commitment and time availability to CASMS.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.
Section 4. Duties
It shall be the duty of the directors to:
a. Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
b. Elect, appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
c. Supervise and oversee theExecutive Teamas set forth in Article 4, all officers, agents, and employees of the corporation to assure that their duties are performed properly;
d. Adopt, approve and promulgate policies and procedures;
e. Resolve any issues regarding the bylaws and CASMS policies and procedures, and have the ultimate authority on the interpretation of the Bylaws;
f. Conduct long-term strategic planning and major structural changes of CASMS, including but not limited to organizational development and long-term financial planning;
g. Review and approve a major budget proposal (a major budget proposal is defined as any single event budget proposal with total amount greater than 25% of the entire total CASMS’ funds balance) and annual budget proposal that is or a term-spending greater than 80% of the entire CASMS fund balance;
h. Meet at such times and places as required by these bylaws; and
i. Register their physical addresses and electronic communication addresseswith the secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.
Section 5. Term of Office
Each directorshall hold office for a period of five (5) years and consecutive term of no more than three (3) terms or until his or her successor is elected and qualified, whichever is longer; except that the president shall be a director only for a period of two (2) years during his term as the president of the corporation.
Section 6. Compensation
CASMS is volunteer-based. Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.
Section 7. Place of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or the Chairperson of the Board or at such other place as may be designated from time to time by the board of directors. To reduce operation cost and improve efficiency, teleconference may be conducted for matters that do not require directors’ voting.
Section 8. Regular Meetings
Regular meetings of directors will be held semi-annually in June and November of each yearor any other date and month determined by the Chairperson.
Initial directors are named by the incorporator below. For replacing a director, voting for the election of directors shall be by either by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
Section 9. Special Meetings
Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. . Such meetings shall be held at the principal office of the corporation or at the place designated by the person or persons calling the special meeting.All members of the Board shall be notified 48 hours before the meeting and a 2/3 of member attendance makes the meeting effective.
Section 10. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
a. Regular Meetings and Special Meetings. At least one (1) week prior notice shall be given by the Chairperson or the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by email or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of electronic notification, the director to be contacted should acknowledge personal receipt of the notice by a return email, fax or telephone call no later than twenty-four hours prior to the meeting.
c. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
A quorum shall consist of a majority of the members of the board of directors.
Except as otherwise specifically provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chairperson shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the board of directors shall be presided over by the chairperson of the board; or, if no such person has been so designated, or in his or her absence, the vice chairperson; or in his or her absence, the president of the corporation; or in the absence of each of these persons; by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Section 14. Vacancies
Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office. Directors may also be removed from office because they cannot effectively perform their duty due to personal reasons. A replacement of ineffective directors shall be initiated by chairperson, or in absence of chairperson, by vice chairperson, and approved by 2/3 of directors.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 17. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation, these bylaws, or provisions of law.
Section 1. Designation of Officers and Executive Team
The officers of the corporation shall be a president, president-elect, immediate past president, a secretary, and a treasurer. The corporation may also have one or morevice presidents, assistant secretaries, assistant treasurers, chairperson of committeesand other such officers with such titles as may be determined from time to time by the board.
The Executive Team (ET) is the management team of the corporation and is responsible to CASMS daily operation. ET consists of officers and headed by president, or in his/her absence, president-elect, or in his/her absence, immediate past president, or a designee appointed by the board. ET as a whole reports to the board. ET may havecommittees for various functions and a committee is headed by a chairperson or several co-chairpersons.
Section 2. Qualifications
Any member may serve as officer of this corporation.
Section 3. Election and Term of Office
President-elect, treasurer and secretary shall be elected by the board. Immediate past president refers to the president just completing his/her term before current president. Other officers shall be nominated by president and approved by the boardat any time.Each officer shall hold office for a term of two (2) years or until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
In principle, an officer can serve two (2) consecutive terms upon Board’s approval; however, certain key officers, such as a treasurer or secretary, many serve two (2) or more consecutive terms upon Board’s approval and until the Board elects a replacement.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the board , at any time. Any officer may resign at any time by giving written notice to the Board or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by approval of the board of directors according to Article 4-Section 3. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 6. Duties of President
The president shall be the chief executive officer of the corporation and the head of Executive Team. The president shall also be a member in the Board of Directors with his/her term on the board terminated when his/her presidency ends. He or she shall, subject to the control of the board of directors, manage and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. The president shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the articles of incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.
Section 7. Duties of President-elect and Immediate Past President
In the absence of the president, or in the event of his or her inability or refusal to act, the president-elect shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The president-elect shall have other powers and perform such other duties as may be prescribed by law, by the articles of incorporation, or by these bylaws, or as may be prescribed by the board of directors. In the absence of president-elect, immediate past president shall perform all the duties described above for president-elect. President-elect and immediate past president shall, in their best ability, help president to lead the Executive Team for CASMS operations.
Section 8. Duties of Secretary
The secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.
Keep at the principal office of the corporation or at such other place as the board may determine, a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.
In the absence of Secretary, a designee appointed by President or Chairperson of the board shall perform the duty temporarily.
Section 9. Duties of Treasurer
The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.
In the absence of Treasurer, a designee appointed by President or Chairperson of the board shall perform the duty temporarily.
Section 10. Compensation
CASMS is volunteer-based. There shall be no compensation for officers, unless the Board of Directors decides otherwise by a board resolution. If the Board decides to provide officers with salaries, the salaries shall be fixed by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.
Section 1. Committees.
Executive Team may have various committees for various functions if deemed necessary. The President shall appoint officers to serve on one or more of the following committees:
a. Member Connections Committee: This Committee is responsible for communication of the members.
b. Member Professional Development Committee: This committee is charged with the responsibility of member recruitment and maintenance of membership roster as well as promoting professional development of the members.
c. Annual Meeting andPrograms Committee: This committee is charged with the development of a suitable scientific program for presentation at the Society's annual meeting or other scientific conferences.
d. Public Relation and Fund Raising Committee: This committee is charged with the public service and fund raising for the CASMS
Section 2. Taskforce.
If deemed necessary, the President may form taskforces and a person in charge of a taskforce, consisting of officers or CASMS members to achieve a defined task. The taskforces shall be automatically dissolved at the end of the term of the president.
Section 3. Advisory Committee.
The Board of Directors may form Advisory Committee (hereinafter the “AC”), consisting of past presidents and individuals nominated by a director, and approved by the Board of Directors. Advisory Committee members shall have no voting power in any capacity; they shall serve as consultants to the President and the Board of Directors. They may beinvited to serve as members in presidents’ special taskforces or committees.
Section 1. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
Section 5. Finances
Financial regulations shall be established and followed. Funds for CASMS activities shall be obtained from donations, membership dues and other sources approved by the Board of Directors in accordance with applicable laws. The President and Treasurer shall prepare jointly an annual budget for review and approval by the Board for each fiscal year (from July 18 to July 17). For any single major event budget greater than 25% of the entire total CASMS’ funds, review and approval of the Board are required.
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
a. Minutes of all meetings of the Board, Executive Team, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation's articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. Corporate Seal
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. Directors' Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 4. Members' Inspection Rights
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
a. To inspect and copy the record of all members' names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the secretary of the corporation, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
Section 1. Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
If in any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.