ORGANIZATION: BYLAWS

CONTENTS

1. Name, Object, Organization and Jurisdiction
2. Membership
3. Board of Directors
4. The Officers
5. The Executive Committee
6. Finances
7. Property, Rights & Privileges
8. Committees
9. General Provisions
10. Amendments to Bylaws
11. Effective Date

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

1. To engage exclusively in religious, charitable, scientific, testing for public safety, literary or educational activities as permitted by an organization, not organized for profit, under Section 501 (c) (3) of the Internal Revenue Code of 1954
2. To provide educational activities consisting of conducting public or professional discussion groups, forums, panels, lectures, or other similar programs.
3. To receive by gift, bequests, devise or other means, cash, real property and personal property, both tangible and intangible, to hold said property and to distribute said property as may be deemed best for the promotion of the purposes here hereof of this Corporation.
4. Any other provisions of this instrument notwithstanding, the Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws.
5. Any other provisions of this instrument notwithstanding, the Corporation shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws; nor retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws; nor make any investments in such manner as to incur tax liability under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Income Tax Laws, nor make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Laws.
6. To carry out such activities as are incidental or reasonably related to the aforementioned purposes.

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:

1. are currently on the staff of an accredited museum or educational institution and are in some way responsible for the curation of its mineralogical, gemological and/or petrological collections
2. are retired from a position described under (a)
3. are affiliated with an accredited museum or educational institution in an advisory or volunteer curatorial capacity relative to its mineralogical, gemological, and/or petrological collections
4. are approved for membership by the Board

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

1. The dues for individual memberships shall be established by the Executive Committee, subject to approval by the Board of Directors.
2. Dues for the membership year are payable in advance at or before the end of the February official meeting and bestow membership through the end of the next following February meeting.

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

1. Members whose dues remain unpaid during a given year lose their membership privileges until paid, except that they will continue to receive meeting announcements during the first unpaid year. Such members are automatically reinstated upon payment.
2. Members whose dues remain unpaid for two consecutive years lose all membership privileges and meeting announcements. Such members may be reinstated by new member application procedures.

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

1. The members of the Board of Directors shall be nominated for election by a Nominating Committee and/or supplemented by open nominations from the floor during February official meetings of the general membership.
2. A total of nine (9) Directors serving terms in a staggered cycle will constitute the Board of Directors. The Secretary of the Corporation will be responsible for conduct of the election.
3. The Member Chair and Newsletter Editor, and others as requested by the President, will sit with the board as advisors but shall not have voting privileges. The previous year's President, if different from current President, will sit with the board and will have voting privileges.

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

1. The Board must actually meet in regular or special meetings in order to transact business.
2. The Board of Directors shall hold annual meetings in the month of February, in Tucson, Arizona, at such place and time as the Directors may determine.
3. A special meeting of the Board of Directors shall be held at the call of the President or at the request of one-third of the members of the Board of Directors.
4. The Secretary shall issue a written call and a notice of each meeting to each Director at least five (5) days, or by telephone at least three (3) days, before the meeting.
5. Any and all business may be transacted at any Board of Directors meeting.

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

1. The Board of Directors shall make such rules and regulations for the management and operation of the Corporation, not inconsistent with those bylaws as the Board of Directors may deem expedient and necessary.
2. The Board of Directors shall do all things required and permitted by these bylaws to forward the purposes of the Corporation.
3. The Board of Directors may authorize such committees as it may deem necessary from time to time to promote the objects of the Corporation.
4. The Board of Directors shall review the annual budget of the Corporation, established by the President.
5. In respect to all questions of construction arising under the bylaws, the decisions of the Board of Directors shall control.

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.

Section 8.

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

1. The basic responsibilities of the Executive Committee are:
2. Review and recommendation of all overall and operating objectives, policies and programs to the Board of Directors.
3. Preparation, review and recommendation of the annual budget to the Board of Directors.
4. Receipt of interim reports of Officers, standing committees and the President.
5. Review of the progress of committees and staff, if any, throughout the year.

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

1. A "general account" for Corporation funds shall be established at a bank approved by the Board of Directors, All checks drawn on the said account shall be signed by the President or the Treasurer, and the Administrative Assistant(s) may sign checks for all recurring expenses of the Corporation, up to the amount of $500.
2. Special designated accounts may be authorized by the Board of Directors at any time.

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

1. In furtherance of carrying on its affairs and exercising its powers this Corporation may take and acquire real property for its own use.
2. Only members of the Board of Directors and the Development Officer, if any, shall have any right or authority to solicit, receive, take or accept any gift, bequest or devise if it will not promote the objects and purposes of the Corporation, or if it and its administration will place an undue financial or other burden on the Corporation.

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

1. The Standing Committees shall include:
2. The Membership Committee - shall be responsible for reviewing all new application for membership, both individual and institutional, and voting their acceptance or rejection. The Treasurer will provide this Committee with notice of members in arrears and they will vote whether to suspend membership. This Committee will also vote on all reinstatement applications. Nominations by members in good standing of candidates for emeritus membership will be reviewed by this Committee. The recommendation of the Committee will be submitted for a vote to the Board of Directors.
3. The Program and Planning Committee - shall be responsible for, and shall coordinate and recommend on all matters pertaining to planning.
4. The Nominating Committee - shall be responsible for presenting a slate of Directoral candidates to the Annual Meeting of the Council to replace those Directors whose terms expire as of that meeting.

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.