Proposal
STATUTES OF THE MASS SPECTROMETRY IMAGING SOCIETY
1. Name and Location
The name of the organisation shall be the “Mass Spectrometry Imaging Society (MSIS)” or in German «Verein für Bildgende Massenspektrometrie» hereinafter referred to as the Society. This is an association within the meaning of Article 60 ff. ZGB, headquartered in Dornach, Switzerland. It is politically and denominationally independent.
2. Purpose and Function
The purpose of the Society shall be:
- To promote and advance the study and application of mass spectrometry imaging in all its aspects.
- To cultivate (and maintain) the highest principles of practice and ethics in persons engaged in the sciences of mass spectrometry imaging and ancillary sciences.
The Society shall aim to achieve this by:
- Organising conferences and workshops
- Organising training courses
- Facilitating scientific exchanges between laboratories of members active in mass spectrometry imaging
The society does not pursue commercial purposes and does not seek profit. The organs are voluntary.
3. Scientific Affairs
The Society recognises the principle of the universality of science and resolves to conduct its scientific affairs in a non-political and non-discriminatory manner.
4. Bylaws
The Society shall be empowered to make, rescind or amend Bylaws as appropriate to achieve its purpose and function.
The procedure and approval for making, rescinding or amending Bylaws shall be as described in Statute 19 for amendments to this constitution.
5. Membership
Members of the Society shall consist of ‘Ordinary Members’, ‘Life Members’ and ‘Honorary Members’.
(i) Ordinary Members.
Persons who are actively engaged or interested in research, teaching and application of mass spectrometry imaging shall be eligible as ordinary members of the Society.
A person shall become a member when his/her application is accepted and they have paid the annual membership fees.
Applications for membership of the Society will be made on-line and accompanied by payment of the of the annual subscription fee. These payments shall be refunded if the applicant is not admitted to membership of the Society.
The Board may make such enquires and investigations concerning an applicant for membership of the Society as it deems necessary.
When an applicant for membership of the Society has been admitted as a member of the Society he/she shall be notified by the Secretary by email.
There shall be payable to the Society by each member (other than an Honorary Member) an annual subscription. The annual subscription fee shall be determined by the Annual Meeting
(ii) Honorary Members
Honorary Members of the Society:
- may be elected from distinguished persons of any country who have contributed to the advance of mass spectrometry imaging science and on whom the Society desires to confer honour.
- shall be entitled to privileges of membership of the Society other than that of voting as members of the Society.
(iii) Life Members.
Members who have reached the age of 65 years or have retired from their full time position and who have contributed to the Society may be nominated by Board as Life Members and elected as Life Members by the Annual General Meeting.
Life Members shall be entitled to the privileges of membership of the Society including voting rights, they will not however be called upon to pay their annual subscription.
6. Termination of Membership
Any member may resign from the Society on giving to the Board two months of notice of intention to resign and their resignation shall take effect at the expiration of such notice.
The membership of a member of the Society shall be terminated:
- on death
- if they cease to retain any of the qualifications rendering them eligible for admission to membership of the Society;
- if they are in arrears with their annual subscription for twelve months and if after that period shall fail to pay such arrears for one month after the Secretary writes to them requesting to pay the same;
- if they shall be expelled from membership of the Society in accordance with this constitution.
Any member whose membership of the Society shall be terminated shall cease to be entitled to any of the rights and privileges of a member and shall have no right to or claim upon the property or funds of the Society.
No person who shall have been a member of the Society and ceased to be such shall be eligible for re-admission as a member of the Society until they shall have paid all arrears of subscription and any other moneys (if any) due from him to the Society at the date when his former membership ceased.
7. Register of Members
There shall be a register of members kept by the Society.
8. Expulsion
The Board may by its resolution as hereinafter provided expel any member:
- whose conduct is detrimental to the Society or interest of the Society or
- brings the Society into disrepute or contempt or
- who wilfully and persistently refuses to comply with this constitution or any of the Bylaws of the Society or
- who has committed a wilful breach of this constitution or any of the Bylaws of the Society.
9. Management
The affairs of the Society shall be managed and conducted by a Board consisting of at least 5 members covering the following functions:
President – Liaison (IMSS, Oceanian relations, ASMS, IMSF, national societies)
Vice-president for programs – OurCon local organizer, next president
Treasurer
Secretary – MSIS communication, website updates, electronic ballot
Education & initiatives (workshops, training schools, etc..)
The responsibility of the Board shall be to the membership of the Society.
At least one member of the board must be a Swiss resident and maintain the society’s mail address.
The Board shall have the right to raise funds, appoint subcommittees and seek other ways and means for the proper execution of its duties.
The President and other members of the Board shall be elected at the Annual General Meeting after nomination. They shall serve for two years and be eligible for re-election for 1 consecutive term. Members of the Society shall vote for the members of the Board via an electronic ballot to be held before the Annual General Meeting. All Members are entitled to vote whether or not they are present at the Annual General Meeting. The Secretary is responsible for organising the electronic ballot.
The Board is constituted with the exception of the Presidium itself.
No member of Board shall receive any remuneration for his services in the capacity of a member of Board, other than out-of-pocket expenses and other costs incurred in conducting the affairs of the Society.
10. Audition
The Board shall choose an auditor or a legal entity to control the accounting and carry out a random inspection at least once a year according to Swiss law.
The auditors shall report and submit their proposals to the Board for the approval of the Annual General Meeting.
The term of office is two years. Re-election is possible.
11. Meetings and Proceedings of the Board
The Board shall meet for the transaction of business at least annually. Meetings may held either in-person or as virtual meetings via the internet.
No business shall be transacted at a meeting of the Board unless a quorum of the members of Board is present. 50% of the Board plus shall constitute a quorum and the quorum must include the President or Vice President.
At least seven days of notice shall be given to members of the Board of meetings of the Board. Such notice may be in writing or given electronically.
At every meeting of the Board the President or in his absence the Vice President shall be the chairperson.
Questions arising at any Meeting of the Board shall be decided by a majority of votes and each member present shall have one vote and in the case of an equality of votes the chairperson of the meeting shall have a second or casting vote.
A resolution in writing signed by a majority of members of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.
12. Powers of the Board
The management and control of the business and affairs of the Society shall be vested in the Board and the Board may exercise all such powers and do all such acts and things as the Society is by its constitution and Bylaws or otherwise authorised to exercise.
13. Minutes
The Board shall cause minutes to be made:
- of all appointments of officers and servants
- of the names of members of the Board present at all meetings of the Society and of the Board, and
- of all proceedings at all business meetings of the Society and of the Board.
14. Banking
The banking accounts of the Society shall be maintained by the Treasurer, who shall be responsible for electronic banking transactions and will report at the Annual Meeting of the Society and be accountable at all times to the board.
All transfers from such accounts shall be authorized by the Treasurer and require approval from one of the following office bearers:
- President
- Vice President
- Secretary
15. Accounts
The Board shall ensure proper accounting and other records of the Society’s affairs are kept and will report to the membership at the Annual Meeting. Accounts shall be audited by a properly qualified auditor.
16. General Meetings
The Annual Meetings of the Society shall be held at a time and place as the Board may determine.
The Board or the President may convene an extraordinary meeting.
The Board shall upon the request made in writing by any six or more members convene an extraordinary meeting within 28 days of receipt of the request. This can be a virtual meeting. The requisition shall:
- state the objects of the meeting,
- be signed by the proponents, and
- be deposited at the office of the Society.
The Secretary shall notify in writing by at least twenty-eight days before the date of an Annual Meeting all members entitled to receive the notice specifying:
- the place, the day and the hour of meeting, and
- in the case of special business, the general nature of such business.
- The non-receipt of such notice by or the accidental omission to give such notice to any member shall not invalidate the proceedings at any general meeting.
The business of an Annual Meeting shall be:
- to receive and consider the report of the Board
- to receive and consider the accounts of the Society for the past year
- to elect officers of the Society
- to elect members of Board
- to confirm admittance of members to the Society
- to determine the annual membership fee
- to transact all such other business as by statute or this constitution or by the Bylaws is required to be transacted at the Annual Meeting.
17. Proceedings at General Meetings
Any duly convened meeting of the members can make decisions independent of the number of members present.
The President shall preside at every meeting of the Society.
If there is no President, or if the President is not present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, Vice President if present shall preside at the meeting.
The chairperson may with consent of the meeting and shall, if so directed by the meeting, adjourn the meeting from time to time.
A member may vote in person or on-line.
Subject to the provisions of this constitution:
when the vote is on a show of hands, every Ordinary Member personally present shall have one vote,
or
when the vote is on-line every Ordinary Member shall have one vote.
No member shall be entitled to vote at any general meeting if their annual subscription shall be more than twelve months in arrears as the date of the meeting.
18. Voting
Only Members of the Society may vote at the Annual General Meeting of the Society as described in Section 5 of these Statutes.
19. Amendments
Changes to this constitution may be executed by the membership present at the Annual Meeting of the Society by a three-fourths majority of the members present at the meeting.
The proposed changes shall be submitted in writing over the signature of three members of the Society. Members of the Society shall be notified in writing by the Secretary of the proposed changes at least 14 days before the date of the meeting at which the changes will be considered.
20. Duration and Dissolution
The Society shall persist until an amendment for dissolution has been passed in accordance with the provisions of Statute 19.
At dissolution, an independent auditor shall be appointed for subsequent settlement of all liabilities incurred by the Society and disbursement of remaining assets to one or more non-profit organisations whose purpose is the advancement of mass spectrometry, without encumbrance, shall take place.
