ARTICLE I. NAME, OBJECT, ORGANIZATION, & JURISDICTION
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
in 1989 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
ARTICLE II. MEMBERSHIP
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
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
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. Decisions can be solicited electronically, and voting done
Section 8. Minutes
Written minutes of every Corporation meeting, setting out the members in attendance, the matters before
the meeting and every action taken thereat,
shall be kept by the Secretary or appointed delegate.
Each said Minutes shall be presented and approved by the membership at the AGM and posted on the
Corporation website for all members to review..
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
Section 10. Delegation of Authority
Neither the Board of Directors nor any Officer or Director shall delegate any of its or
their 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 their directorship declared forfeited by the
Board of Directors if they 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
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.
A call for nominations and subsequent elections will commence in November, prior to the February AGM
where voting will be done by electronic means,
and the new officers’ term will commence at the meeting of the Board of Directors in February.
Section 3. Terms of Office
The term of each Officer shall be one year, beginning at the end of the official
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. They shall preside at the Board of
Directors and the Executive Committee meetings.
They shall sign all agreements of the Corporation, all of which shall be countersigned by the Secretary.
They shall make at the February meeting, a report covering the operation of the Council and the
activities of the Corporation for the preceding year.
They shall appoint within thirty (30) days of their 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 they 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 their disability,
refusal or failure to act, and they shall perform such other duties as are properly assigned to them by
the President or the Board of Directors.
Section 6. The Secretary
The Secretary shall be an administrative officer of the Corporation. They shall record and certify the
Minutes of the meetings of the Board of Directors; record attendance at all meetings; and shall conduct
correspondence of the Corporation, and the Board of Directors as directed. All minutes or copies thereof
shall be made available to the President and the Directors for review prior to posting to the general
membership. 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.
In meetings where the Secretary cannot attend, a delegate chosen by the Secretary and President will
The Secretary, with the help of a committee members, will issue a call for candidates for election in
November to replace those Directors who terms expire as of that meeting, and conduct an online vote to
happen prior to the AGM in February.
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 their 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
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
ARTICLE VII. PROPERTY, RIGHTS AND PRIVILEGES
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
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
ARTICLE XI. EFFECTIVE DATE (CONTENTS)
The effective date of these bylaws shall be March 17th, 2020 by the action of the Board
Rhodochrosite from Rice Northwest Museum