ARTICLE I. NAME, OBJECT, ORGANIZATION, & JURISDICTION (CONTENTS)
Section 1. Name
The name of this Corporation is Society of Mineral Museum Professionals, hereinafter referred to as the Corporation.
Section 2. Objects
Object of this Corporation shall be to foster recognition of mineral science collections as essential scientific, educational and cultural resources; to promote support for the growth, maintenance and use of collections and exhibits; to advance museum practice through cooperation in the development, review, dissemination of information in pertinent fields, such as acquisition, storage, preservation, cataloging, display, study and interpretation, and
Section 3. Organization
This Corporation is a non-profit tax-exempt corporation duly incorporated in1989 under the non-profit laws of the State of Arizona.
Section 4. Jurisdiction
The territory within which the operation of the Corporation shall be conducted is the State of Arizona, and all states of the United States, and all countries of the free world.
ARTICLE II. MEMBERSHIP (CONTENTS)
Section 1. Eligibility
Membership is limited to individuals who meet one of the following criteria:
Prospective members should be able to provide documentation of institutional affiliation.
Section 2. Election of Members
Individual membership - upon written application to the Membership Chair, an applicant will be considered for membership, subject to approval by the Membership Committee, and payment of annual dues.
Section 3. Dues
Section 4. Rights of Membership
Individual members in good standing are entitled to vote on general Corporation matters as determined by the Board of Directors at the Annual or special call meetings, to participate in the usual membership functions, to receive the Council's publications, to serve on committees as requested and to be nominated for membership on the Board of Directors.
Section 5. Suspension and reinstatement
Section 6. Honorary membership
In recognition of outstanding service to the Corporation, a member may be nominated for Emeritus Membership. Nomination may be made by an individual member in good standing to the Membership Committee. The decision of that Committee shall be presented to the Board of Directors for approval. Honorary members shall be exempt from further payment of dues but shall have full rights of voting and participation in activities, nomination to the Board of Directors and any other rights accorded individual members.
Section 7. Quorum and Decisions of Members Meetings
Current members present at an Official Meeting shall constitute a quorum for the transaction of members' affairs. Decisions of the membership shall be by majority vote.
ARTICLE III. BOARD OF DIRECTORS (CONTENTS)
Section 1. Membership
Section 2. Term of Office
The term of office of each of the Directors shall be three (3) years on a staggered cycle, with one-third of the Directors being replaced or up for re-election every year.
Section 3. Vacancies
If a vacancy occurs in the membership of the Board of Directors other than on account of the regular expiration of a term of office, the said Board, by roll call vote, shall fill the vacancy for the unexpired term.
Section 4. Meetings
Section 5. Quorum of Directors Meetings
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business and, if a quorum is not present those present may adjourn the meeting from day to day or to a later date.
Section 6. Responsibilities and Custodianship
Section 7. Decisions of the Board of Directors
Every decision of the Board of Directors shall be by a concurring two-thirds vote, unless otherwise required by these bylaws.
Section 8. Minutes
Written minutes of every meeting of the Board of Directors, setting out the members in attendance, the matters before the meeting and every action taken thereat, shall be kept by the Secretary. Each said Minutes shall be signed by the Secretary of the meeting and approved by the Board of Directors.
Section 9. Powers of the Board of Directors
All the corporate powers, except as otherwise provided for in these bylaws, and by statute, shall be and hereby are vested in and shall be exercised by the Board of Directors.
Section 10. Delegation of Authority
Neither the Board of Directors nor any Officer or Director shall delegate any of its or his authority, rights or power conferred by statute or these bylaws, unless such delegation is specifically prescribed or permitted by the bylaws.
Section 11. Termination of Directorship
Any Director or Officer may be suspended or his directorship declared forfeited by the Board of Directors if he fails to attend three consecutive meetings, or if the Board agrees by a two-thirds vote to remove him/her from the Board.
ARTICLE IV. THE OFFICERS (CONTENTS)
Section 1. Titles
The Officers of the Corporation shall be the President, the Vice President, the Secretary, the Treasurer and such other officers as the Board of Directors may from time to time deem necessary. The Officers of the Board shall be elected from the Board of Directors.
Section 2. Election
The Officers shall be elected by the Board members of the Corporation from its own membership during the February meeting of the Board of Directors. The Secretary will be responsible for the conduct of the election.
Section 3. Terms of Office
The term of each Officer shall be one year, beginning at the end of the official February meeting.
Section 4. The President
The President shall be the administrative head of the Corporation and shall have the management and control of the Corporation, except for those duties empowered to the Board of Directors. He shall preside at the Board of Directors and the Executive Committee meetings. He shall sign all agreements of the Corporation, all of which shall be countersigned by the Secretary. He shall make at the February meeting, a report covering the operation of the Council and the activities of the Corporation for the preceding year. He shall appoint within thirty (30) days of his office such committees as the business of the Corporation or these bylaws shall require, subject to the approval of the Board of Directors.
The President may call a special meeting of the Board of Directors or the Executive Committee whenever he deems such a meeting necessary.
Section 5. The Vice President
The Vice President shall possess all the powers and perform all the duties of the President in the event of the absence of the President or of his disability, refusal or failure to act, and he shall perform such other duties as are properly assigned to him by the President or the Board of Directors.
Section 6. The Secretary
The Secretary shall be an administrative officer of the Corporation. He shall record and certify the Minutes of the meetings of the Board of Directors and the Executive Committee; record attendance at all meetings; and shall conduct correspondence of the Corporation, the Board of Directors and the Executive Committee as directed. All minutes or copies thereof shall be made available to the President and the Directors within thirty (30) days following the meeting. The Secretary shall keep the seal of the Corporation. The Secretary shall maintain a file of committee reports and such other records as the Board of Directors, the Officers of standing committees shall refer for retention, at such place as the Board of Directors may determine.
Section 7. The Treasurer
The Treasurer shall see that the Corporation's checkbooks and accounts are in order and shall make a report of its financial condition at each annual meeting of the Board of Directors, and such other times as shall be required by the President of the Board of Directors. All checks drawn on the Corporation shall be signed by the President or Treasurer. The President may appoint an administrative assistant(s) with the authority to sign checks for all recurring expenses of the Corporation, on his single signature, up to the amount of $500.
The Secretary may serve in a combined capacity of Secretary/Treasurer if needed.
ARTICLE V. THE EXECUTIVE COMMITTEE (CONTENTS)
Section 1. Membership
The Executive Committee shall consist of the elected Officers of the Corporation and shall be composed of the President, the Vice President, the Secretary and the Treasurer.
Section 2. Meetings
The Executive Committee shall meet at the call of the President.
Section 3. Quorum
Three (3) members of the Executive Committee shall constitute a quorum for the transaction of its business, and its decisions shall be by a concurring majority vote, unless otherwise required by these bylaws.
Section 4. Powers
The Executive Committee shall have the power, during the intervals between the meeting of, and subject to the approval of, the Board of Directors, to authorize the corporate seal to be affixed to any and all documents which may require the same affixed thereto as the Executive Committee shall deem to be in the best interests of the Corporation, in all matters which are not contrary to the specific directions of the Board of Directors or the bylaws.
Section 5. Responsibilities
ARTICLE VI. FINANCES (CONTENTS)
Section 1. Sources
Funds for the operation of the Corporation shall be derived from member dues, public and private funds, grants donations and other sources.
Section 2. Bank Accounts and Checks
Section 3. Audits
The accounts of the Corporation shall be audited annually at the end of the fiscal year by an accountant unless this requirement is specifically waived by a vote of the Board of Directors. Each of such audits shall be filed with the Board of Directors and a copy filed thereof with the Treasurer.
Section 4. Fiscal Year
The fiscal year for the Corporation shall be from January 1 to December 31 of the same year.
ARTICLE VII. PROPERTY, RIGHTS AND PRIVILEGES (CONTENTS)
Section 1. Acquirement of Property
Section 2. Insurance
The Corporation may insure its equipment and assets against loss and damage of any kind and may acquire any other insurance the Board of Directors may deem necessary to protect itself against claims of any kind.
Section 3. Staff and Service
The Corporation may hire and retain such staff and such services as may be necessary to accomplish the objectives of the Corporation.
Section 4. Social and Recreational Activities
The Corporation may organize, operate, sponsor and maintain benefits, dinners, and other social and recreational activities for the benefit of the Corporation.
Section 5. Succession
The Corporation shall have perpetual succession, and shall have the power to sue and be sued in its own name.
ARTICLE VIII. COMMITTEES (CONTENTS)
Section 1. Classes of Committees
The Committees may consist of standing committees, established by these bylaws, and special committees, established by the Board of Directors or the President.
Section 2. Standing Committee Members
The President shall appoint the members of the standing committees subject to confirmation by the Board of Directors. All standing committees will be formed unless specifically waived by a vote of Board of Directors. This waiver, if used, must be reviewed by the Board of Directors at the Annual meeting, reasons for and against continuance offered, and a new vote taken.
Section 3. The Standing Committees
ARTICLE IX. GENERAL PROVISIONS (CONTENTS)
Section 1. Controls
All written contracts and obligations of the Corporation shall be signed by the President, unless otherwise specified in these bylaws. Neither the President nor any other Officer of the Corporation shall have the authority or power, except by special vote of the Board of Directors, to make it liable for any debt beyond the amount of money which may be at the time in the Treasurer's hands and not needed for the discharge of existing debts or liabilities.
Section 2. Reports
An annual report, covering operations, activities and evaluations shall be prepared at the end of each fiscal year for distribution to the Board of Directors.
Section 3. Parliamentary Procedure
All meetings shall be governed in parliamentary procedure by Robert "Rules of Order Revised" in all cases in which said Rules of Order are applicable and in so far as they are not inconsistent or in conflict with the statutes or these bylaws, except that these rules may be suspended by the affirmative vote of two-thirds present.
ARTICLE X. AMENDMENTS TO BYLAWS (CONTENTS)
These bylaws may be amended at any meeting of the Board of Directors. A copy of the proposed amendment and the reason therefore shall be included in the written notice of such meeting. No amendment shall be adopted which would disqualify the Corporation from exception under section 501 (c) (3) of the Internal Revenue Code, or any successor of the Section.
ARTICLE XI. EFFECTIVE DATE (CONTENTS)
The effective date of these bylaws shall be October 16, 1986 by the action of the Board of Directors.