Constitution • Bylaws

Our Constitution

ARTICLE I. Name
The Society shall be 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. The SEAL of the SOCIETY bears the following inscription in the double circle: "SOCIETY FOR INDUSTRIAL MICROBIOLOGY" at the top of the outer circle with "INCORPORATED 1960" at bottom. "FOUNDED 1949" appears at the top with "DISTRICT OF COLUMBIA" at bottom of inner circle. "SIM" is in the middle.

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 and nominated by the Board of Directors and elected by a majority vote of the SOCIETY membership voting by mail ballot. 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 Director, so elected, will complete the unexpired term.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 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 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 mail ballot. A two-thirds majority here signifying a two-thirds majority of the votes received within (30) days from the date the letter ballot is mailed to the membership and at the direction of the Secretary.

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. A mail ballot may, at the discretion of the Board of Directors, be included in the next regularly scheduled election ballot or may be mailed separately.

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.

Revised 1999.

Our Bylaws

I. ACTIVE MEMBERS
Active members are regular dues paying members or others as described in Article III, Section 2 of the Constitution. A member will be removed from the SOCIETY rolls if dues have not been paid by the close of the third month of the calendar year.

II. COMMITTEES
All committee members must be selected from the membership as described in Article VII of the Constitution.

A. Presidential Committees may be appointed by the President and will serve only during his/her year of incumbency. They may be reappointed. Each such Presidential Committee will make at least one report to the Board of Directors through the President.

B. Standing Committees of the SOCIETY shall include: Awards and Honors Committee, Corporate Membership Committee, Education Committee, Election Committee, Exhibits Committee, Finance Committee, Local Arrangements Committee, Local Sections Committee, Nominations Committee, Program Committee, Publications Committee, Policy and Public Responsibility, Publicity Committee, Regular Membership Committee and Special Conferences Committee. Chairs of standing committees shall be appointed by the President with the approval of the Board of Directors for a three year term.

III. DUTIES OF THE COMMITTEES
Duties of the Committees – Although each named committee has a target function, of necessity there are many areas in which several committees will interact. These interactions will be spelled out under individual committee responsibilities. In addition the Society Business Office will be responsible for a number of activities eventually carried out with the approval of the Board of Directors. This includes selection of and finalizing sites for special conferences and annual meetings and coordination of local arrangements and working with appropriate committees to fulfill these responsibilities, especially with the Finance Committee for the development of a budget for each Society sponsored event.

A. Awards and Honors Committee shall make recommendations to the Board of Directors for the establishment and administration of awards and honors.

B. Corporate Membership Committee shall be responsible for recruitment of institutions and corporations as corporate members into the SOCIETY.

C. Education Committee shall promote the continuing education of members and nonmembers in the area of (applied) microbiology. The committee shall hold educational workshops in the field of microbiology and provide information related to careers in the field of industrial microbiology and related areas.

D. Election Committee shall make a count of the valid ballots and send the results to the Secretary for general announcement to the membership in SIM News. The election records shall be held available for inspection by the membership at least thirty (30) days past the annual meeting. In the event of a tie, the Election committee will conduct another general election for the office in question, to be completed within sixty (60) days of the first election deadline.

E. Exhibits Committee shall be responsible for all the Society's exhibits.

F. Finance Committee shall consist of the President, President-Elect, Past-President, Secretary and Treasurer of the SOCIETY, plus others designated by the President, who shall prepare an operating budget for the ensuing calendar year and present same to the Board of Directors for approval. The financial records of the SOCIETY shall be audited annually by a competent certified public accountant. This audit shall occur within thirty (30) days of the close of the calen- OURBylaws 7 dar year. The results of the audit shall be presented to the SOCIETY membership in published form at the annual meeting. The committee will also work with the Business Office in the matter mentioned in III.

G. Local Arrangements Committee shall work with the Business Office in coordinating local arrangements in connection with the annual meeting.

H. Local Sections Committee shall be composed of one member from each section. It is the duty of the Chair to bring to the attention of the SOCIETY, requirements of the Sections and/or other matters of interest to the SOCIETY.

I. Nominations Committee, consisting of at least three (3) members, shall be appointed by April 30 by the President. The members shall serve until the Board approves the Slate of Nominees and shall not be eligible for reappointment within three (3) years. The committee shall be responsible for selecting for Board approval a slate of officers of the Society for the following year consisting of not less than two (2) nominees for each office to be filled from the membership of the SOCIETY. An additional nomination for an office may be made by petition as described in Article V, Section 4, of the Constitution. Election ballots containing the names of the slate of nominees shall be sent to the members by the Business Office by February 15 and returned to the Chairman of the Election Committee by the membership by March 31.

J. Policy and Public Responsibility Committee shall work to keep the membership abreast of current issues relating to science policy, especially with respect to industrial microbiology. This will be done via SIM News and the Marcel Faber Roundtable at the annual meeting. In addition, working with the Board of Directors and the membership, this committee will communicate to Congress and governmental agencies the Society's views and recommendations on issues affecting science and SIM.

K. Program Committee shall be responsible for developing and arranging the scientific program of the annual meeting. The committee will be a working committee consisting of a chair and co-chair and other ad hoc members when necessary to reflect the various interests of the membership. Primary responsibility for recommending the content of a given calendar year's annual meeting program will reside with the co-chairs and the President- Elect. The co-chairs for a given calendar year will be responsible for presenting a proposed program to the Board of Directors for comment one year in advance of the annual meeting. The cochairs for any given calendar year will delegate responsibilities to committee members as deemed appropriate.

L. Publications Committee shall oversee and integrate all publishing activities of the SOCIETY. The committee shall consist of a Chair, the Editors-in- Chief of the Journal of Industrial Microbiology and Biotechnology, and of SIM News and the Editor of Special Publications (such as Developments in Industrial Microbiology Series). The Chair shall serve for a three (3) year term. The Editor-in-Chief of JIM&B and SIM News shall be appointed by the President and approved by the Board of Directors for a five (5) year term and may be reappointed. Senior Editors of JIM&B shall be appointed by the Editorin- Chief and approved by the Board of Directors. All appointments at the level of Editor for other publications shall be approved by the Board of Directors. The committee is responsible for defining and negotiating draft publishing contracts, plus editing and publishing the Society's Journal, SIM News and special publications. The Publications Committee shall work closely with the Finance Committee and Business Office to develop a budget for each publication and shall carefully monitor, record and control the costs for the Society's publications. A financial report describing the status of the Society's profit and loss on its publications shall be provided to the Board at the fall, spring and summer Board meetings. Further, the committee shall obtain Board approval on all proposed budgets and publishing agreements. The Chair of the the Publications Committee will serve, without voting privileges, as an ex-officio member of the Board of Directors of the SOCIETY.

M. The Publicity Committee shall be responsible for coordinating and planning all publicity for the Society's meetings, special programs, exhibits and publications, as well as obtaining and disseminating worthy news of the SOCIETY or its members in accord with the objectives of the Incorporated SOCI8 ETY. In this regard the Committee will work closely with other relevant committees as mentioned above.

N. The Regular Membership Committee shall be responsible for recruitment of regular members into the SOCIETY.

O. Special Conferences Committee shall be responsible for developing and arranging the scientific program of all special conferences. In addition, it shall oversee site selection and coordination of local arrangements by the Society's Business Office. All special conferences shall be approved by the Board of Directors.

IV. CALENDAR YEAR
The SOCIETY operates on a calendar year, January 1– December 31.

V. PAPERS
Authors invited to present posters or papers at any scheduled meeting shall submit to the Program Chair for that meeting the substance and conclusion of the papers in a clear and concise abstract of not more than 200 words. Titles and abstracts shall be due by the date set by the Program Chair, who shall be authorized to refuse any paper, the abstract and title of which are received after the due date or which do not meet the professional and scholarly nature of the SOCIETY's aim. The abstract shall be reviewed by the Program Chair, or designated representatives and forwarded to the SIM Office for inclusion in the meeting program. The membership shall be invited to present papers for an organized symposium of the SOCIETY in like manner.

VI. AMENDMENTS
The Bylaws can be amended by either a two-thirds vote of the full Board of Directors present and voting or through mail ballot. Those portions of the minutes of the Board of Directors pertaining to the amendment must accompany the ballot. Submission of ballots by mail to each Board Member must be sent by registered mail or its equivalent. The Bylaws shall be amended by a two-thirds affirmative vote of the mail ballot. The results of the mail ballot shall be reported and validated at the first Board of Directors meeting following receipt of the mail ballot. Repeal of the Bylaws, or any part thereof, shall be accomplished in the same manner as amendments.

VII. DUTIES OF THE OFFICERS AND BOARD OF DIRECTORS
These duties shall be set forth in the Constitution as follows:

A. The President shall preside over the meetings of the SOCIETY and serve as the Chair of the Board of Directors; present an agenda for Board Meetings at least one week prior to the announced meeting and serve as an ex-officio member of all standing committees.

B. The President-Elect shall carry on the functions of the President when the President is absent and shall serve ex-officio on all Presidential Committees.

C. The Secretary shall take minutes of the SOCIETY'S meetings, carry on the correspondence of the SOCIETY and, with the approval of the Board of Directors, send out notices of the meetings, annuals, publications, programs, ballots, sign contracts and perform other similar functions. The Secretary shall maintain the official rolls of the SOCIETY and, in cooperation with the Board of Directors, supervise the office of Executive Secretary.

D. The Treasurer shall receive monies as dues, fees, endowments, gifts, expend monies necessary for carrying on the function of the SOCIETY and invest monies for the SOCIETY as determined by the Board of Directors. The Treasurer shall have authority to sign all checks in the name of the SOCIETY and shall acquire and maintain during his/her term of office a surety bond in that amount determined by the Board of Directors.

E. The Archivist shall serve as custodian of the SOCIETY records, annuals, publications and chronicles; provide such information and data as are necessary to the proper operation of the SOCIETY or required by the membership. The Archivist shall be called upon by the Board of Directors for consultation and advice.

F. The Board of Directors shall be responsible for the direction of the SOCIETY'S activities including the recommendation of time and place of general meetings; approving the program for annual or other SOCIETY meetings; developing policies of the SOCIETY; receiving gifts, endowments or legacies for the SOCIETY; investing funds of the SOCIETY; examining 9 and reviewing proposals concerning the SOCIETY; conducting the business of the SOCIETY in the interim between annual meetings when called by the President or by a majority of the Board of Directors; performing other duties for the advancement, purpose and good of the SOCIETY.

G. The Board of Directors shall plan for several meetings during the year. Two of these meetings shall take place at the time of the annual meeting of the SOCIETY. The first of these meetings will be to conclude the business of the outgoing Board of Directors. The second meeting shall be convened with the new incoming Board of Directors, before the close of the annual meeting, to approve the operating budget for the current fiscal year, to provide continuity from the former Board of Directors and to initiate new programs of the SOCIETY. Additional meetings during the year should be called by the President or by a majority of the Board of Directors. If called by the President, the time and place are to be designated in a President's letter to the Board of Directors. If called by a majority of the Board of Directors, the time and place are to be designated in a Secretary's letter to the Board of Directors.

H. In compliance with Article IX of the SOCIETY's Constitution, the Board of Directors, by majority vote, shall be responsible for approving establishment of Sections within the SOCIETY. In giving this approval, the Board shall require any submission for approval as a Section to contain an express statement holding the SOCIETY harmless as to any acts or debts arising or incurred by the Section.

Last revised Fall 1996. Current as of Summer 2003.


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