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By-laws of the Coblentz Society, Inc.

Adopted December 24, 1958
Revised in 1961
2nd Revision, March 7, 1967
Amended Nov. 21, 1969
Amended Mar. 7, 1979
Amended Oct. 1, 1985
Amended June 27, 1990
Amended Mar. 14, 2000
Amended Mar. 5, 2008
Amended Mar. 14, 2011
Amended Aug. 13, 2011

ARTICLE I


Offices and Agent


Section 1 – Offices. The principal office of the Society shall be in the Town of Norwalk, County of Fairfield, and State of Connecticut. The Society may have such offices in addition to its principal office, either within or without the State of Connecticut, as the Board of Management may from time to time to determine or as the affairs of the Society may require from time to time. The society will maintain a legal and documents storage office. By-laws and revisions, minutes of board meetings, tax preparation records and reports, legal reviews and opinions, etc., shall be maintained at this office.

Section 2 – Agent. The Society shall have and continuously maintain in the State of Connecticut an agent against whom process may be served. The agent may be changed from time to time by the Board of Management.

ARTICLE II


Membership


Section 1 – Classes of Members. The Society shall have two classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

Members. Each individual who was a member of the Coblentz Society in good standing on the date of its incorporation, and each individual thereafter admitted to membership in the Society pursuant to these By-Laws, shall be a Member of the Society until his membership shall terminate by death, resignation, or as otherwise provided in accordance with these By-Laws. Members shall have such rights as provided in accordance with these By-Laws.

Honorary Members. The Board of Management at its discretion, and by the affirmative vote of two-thirds of the Managers, may elect as Honorary Members of the Society individuals who are deemed to have made outstanding contributions to the field of vibrational spectroscopy or to any other field related to the purposes of the Society. Honorary Members shall be entitled to all the privileges of Members and shall not be required to pay any fees or dues or otherwise to contribute to the funds of the Society.

Emeritus Members. Any member who has been a member of the Society for ten consecutive years is entitled upon request, on retiring and reaching the age of 65 years, to become an Emeritus Member. Emeritus Members shall be entitled to all of the privileges of membership and shall not be required to pay any fees or dues.

Section 2 – Admission of Members. In addition to the Members named in Section 1 above, any individual who is interested in vibrational spectroscopy and related fields may apply for membership in the Society. Applicants shall file a written application for membership. If the Membership Committee deems an applicant to be eligible in terms of requirements established from time to time by the Board of Management, it shall admit the applicant to membership and so advise the applicant and the Board of Management.

If an applicant is rejected, the applicant may appeal in writing to the Board of Managers. If the appeal is rejected, another application for membership may not be submitted within one year thereafter.

Section 3 – Voting Rights. Each Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Members of the Society.

Section 4 – Termination of Membership. The Board of Management, by the affirmative vote of a majority of all the Managers, may suspend or expel a Member for cause after an appropriate hearing and may terminate the membership of any Member who becomes ineligible for membership. Memberships can be terminated for any Member in default in the payment of any fees or dues as specified by the Board of Managers and the Membership Committee.

Section 5 – Resignation. Any Member may resign by filing a written resignation with the Secretary but such resignation shall not relieve the Member so resigning of the obligation to pay dues, assessments, or other charges theretofore accrued and unpaid.

Section 6 – Reinstatement. Upon written request, signed by a former member and filed with the Secretary, the Board of Management may, by affirmative vote of a majority of all the Managers, reinstate such former Member to membership in the Society upon such terms as the Board of Management may deem appropriate.

Section 7 – Transfer of Membership. Membership in the Society is not transferable or assignable.

ARTICLE III


Meetings of Members


Section 1 – Annual Meeting. An annual meeting of the Members of the Society shall be held at a time and place coinciding with a meeting of a scientific society for the purpose of discussing any matter which may come before the Society. The date, time, and place of the annual meeting shall be designated by the Board of Management.

Section 2 – Special Meetings. Special meetings of the Members of the Society may be called at any time and place by the Board of Management or the President and shall be called by the President upon the written request of five percent of the members of the Society entitled to vote. 

Section 3 – Mail Vote on Questions. Upon the written request of five percent or more of the Members entitled to vote, the Board of Management shall submit any question to a vote of the Members of the Society. Voting on questions may be executed by means of mail or electronic (e-mail) balloting.

Section 4 – Notice of Meetings. The President shall see to it that each Member shall be notified, through suitable means, at least 30 days before the Annual or special meeting; a notice stating the place, day, and hour of such meeting. The notice shall also state, when required by law or the articles of association or these By-Laws, the purpose or purposes for which the meeting is called.

Section 5 – Quorum and Voting. At any Annual or special meeting of the Society, ten Members present shall constitute a quorum at such a meeting. Any act of a majority of the Members present at such a meeting shall be the act of the Members of the Society.

Voting at any meeting of the Members of the Society need not be by ballot; but upon demand by any Member for a vote by ballot on any question or at the direction of the President that a vote by ballot be taken on any question, such vote shall be taken.

Section 6 – Voting by Mail. The vote of the Members of the Society on any question may, at the election of the Board of Management, be taken by mail or electronic transmission; and such vote shall have the same effect as though taken at a meeting of the Members of the Society.

ARTICLE IV


Board of Management


Section 1 – General Powers and Duties. The property, business, and affairs of the Society shall be managed and controlled by a Board of Management. The Board of Management shall have power to elect the President of the Society and approve nominations for other officers of the Society, to appoint members of committees, and in general, to exercise all powers of the Society which are not reserved to the Members by law or the Articles of Association. The Board of Management may, by resolution, prescribe and determine from time to time the amount of initiation fee and annual dues, if any payable to the Society by Members, as well as such other fees as it shall deem to be appropriate and shall designate the time and manner of payment thereof. 

Section 2 – Number, Tenure, and Qualifications. The Board of Management shall consist of Managers elected from the general Membership of the Society according to the procedure prescribed in these By-Laws. Two Managers shall be elected annually to hold office beginning immediately after the Board Meeting held in conjunction with the annual meeting for a four-year period or until their successors are elected and shall have qualified. Election to the Board of Managers shall be open to persons interested in furthering the field of vibrational spectroscopy and related areas. Any non-Member elected must apply for membership in the Society before taking office. A Manager shall not be eligible for re-election for two consecutive terms. The President’s tenure as a Manager shall be extended, if necessary, to allow completion of the President’s term of office.

Section 3 – Election of Manager. The President or the President’s designee shall notify each Member of the Society, giving the name of each Manager whose term is due to expire, at the next annual meeting and requesting suggestions in writing for candidates to fill the vacancy. Any suggestions so received as a result of such notice shall be turned over to the Nominating Committee. The Nominating Committee shall furnish the President or the President’s designee a list of qualified candidates to fill such vacancies. The President or the President’s designee shall prepare and send, to each Member, a ballot for voting on the candidates. Ballots may be sent by mail or electronic transmission. All ballots received by the President or the President’s designee by a date set by the Nominating Committee, but no later than two months before the annual meeting, shall be tallied and the results reported. The two candidates who received the highest number of votes shall be elected. In case of ties, the President shall cast the deciding votes. The President shall notify the Members of the names of the individuals elected to fill the vacancies. The newly elected Managers shall take office immediately after the Annual Meeting of Members immediately following their election. 

Section 4 – Meetings. In conjunction with each annual meeting of the Members of the Society, the Managers shall meet for the purpose of organization, the election of officers, appointment of committees, and the transaction of other business. Meetings of the Board of Management may be called by the President or by any two Managers in the absence of the President. Each meeting shall be held as provided in the call and notice thereof shall state the time and place and (in general terms only) the purpose thereof. If a Manager is unable to attend a meeting of the Board of Managers, the Manager can designate an alternate selected from the set of Managers that have completed their term in the Society within the last five years or from the current Treasurer, Secretary, or Past President. The Manager must communicate in writing to the President the name of the alternate. The designated proxy will have Manager voting privileges at the meeting of the Board of Managers for which the proxy has been selected. No Manager or Alternate can have more than one vote at a given meeting of the Board of Managers. At any meeting at which every Manager is present, even though there be not notice or waiver of notice thereof, any business may be transacted.

Section 5 – Notice of Meetings. Each member of the Board of Management shall be notified in advance of each meeting. Such notice may be waived by any Manager either before or after the meeting. The attendance of a Manager at any meeting shall constitute a waiver of notice for such meeting except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6 – Quorum and Manner of Acting. At all meetings of the Board of Management, four Managers or their designated Alternates shall be necessary and sufficient to constitute a quorum for the transaction of business; and the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board except as otherwise specifically provided by law or the articles of association of these By-Laws. If at any meeting, there is less than a quorum present, a majority of the Managers present may adjourn the meeting from time to time without further notice to any absent Manager. Business of the Board of Managers may be decided without convening a Board of Mangers Meeting if a majority of the Board of Managers approved in writing (including e-mail) business transactions of the Society that are submitted by the President. Business conducted in this manner will be communicated to the membership at least annually.

Section 7 – Vacancies. Vacancies in the Board of Management may be filled by the affirmative vote of a majority of the Managers then in office, and any such electee shall hold office for the unexpired term of the Manager being replaced.

Section 8 – Compensation. Managers, as such, shall not receive any stated salaries for their services; but by resolution of the Board of Management, expenses, if any may be allowed for attendance at each meeting of the Board. Managers are precluded from serving the Society in any other capacity for which compensation is received.

Section 9 – Informal Action by Managers. Any action required by law or the articles of association or these By-Laws to be taken at a meeting of the Board of Managers; or any action which may be taken at such a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers.

Section 10 – Annual Report. The President shall prepare, by the Annual Meeting, an annual report each year covering the affairs of the Society for the immediately preceding fiscal year. As part of the annual report, the treasurer and finance committee should contribute a section on the complete financial and fiscal state of affairs of the Society during the year.

Section 11 – Resignation and Removal. Any Manager, member of a committee, or officer may resign at any time by giving written notice to the President or the Secretary of the Society. Such resignation shall take effect at the time specified therein; or if no time is so specified, then upon receipt of and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

ARTICLE V


Committees


Section 1 – Membership Committee. The Membership Committee shall be appointed by the President to serve until the next annual meeting of the Members of the Society or until their successors shall have been appointed. The Membership Committee shall receive and act upon each application for membership in the Society and keep an accurate membership database and conduct periodic mailings to members as directed by the President or the Board.

Section 2 – Finance Committee. The Finance Committee is appointed by the President and consists of at least two Board members and the Treasurer (ex officio). The duties of the Finance Committee are to propose a budget for the coming fiscal year to be presented to the Board of Managers by 1 September. The Committee is responsible for auditing the Treasurer’s books and for other financial action assigned to it.

Section 3 – Other Committees. The President, with the concurrence of the Board of Management, may designate other committees consisting of such number of Members of the Society or Board of Management as it shall determine. Any such committee shall have and may exercise such powers as the Board of Management may delegate to it in the resolution appointing it. A majority of all the members of any such committee may determine its actions and fix the time and place of its meetings, unless the Board of Management shall otherwise provide. The President shall have the power at any time to change the members of, to fill vacancies in, and to discharge any such committee either with or without cause.

ARTICLE VI


Officers


Section 1 – Officers. The officers of the Society shall be a President, a President-Elect, a Secretary, and a Treasurer. The Board of Management may elect or appoint such other officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by the Board of Management. No two offices may be held by the same person.

Section 2 – Election and Term of Office. The President of the Society shall be elected by the Board of Management at its Board meeting in conjunction with the Annual Meeting of Members of the Society or at such time as may be practicable. The President shall be elected biennially from the current or past Managers at the meeting and shall serve as President-Elect for one year. At the conclusion of the next Annual Meeting, the President-Elect shall assume the office of President. The Secretary and Treasurer shall be elected by vote of the members of the Society at such time as may be practicable (although for continuity and training purposes this election should be held either in the fall or subsequent winter season). The vote shall be from a slate of nominees solicited from members and approved by the Board of Management prior to the Annual Meeting of Members of the Society. The President or the President’s designee shall provide to each Member, a ballot for voting on the candidates. Ballots may be sent by mail or electronic transmission. The Secretary and Treasurer shall take office immediately after the Annual Meeting of Members immediately following their election. Their term will be four years. The Secretary and Treasurer shall be elected two years apart from each other to allow for overlap and continuity. Incumbents may seek re-election to the office. In the event that the President is unable to perform the obligations of office during the President’s first year, the Treasurer will assume the duties of President until a successor is elected from the elected Board Members. The successor shall be elected by the next meeting of the Board of Managers or by an emergency email ballot of the Board members supervised by the treasurer and organized by the secretary, whichever comes first. During any such period without a President, expenses that are outside those already approved in the budget or by the Board shall be co-signed by the secretary. If the President is unable to perform the obligations of his/her office during the President’s second year, the President-Elect will assume the office. 

Section 3 – Removal and Vacancies. Any officer may be removed by the Board of Management whenever, in its judgement, the best interests of the Society would be served thereby. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Management for the unexpired portion of the term.

Section 4 – President. The President shall be the principal executive officer of the Society and shall, in general, supervise and control all of the business and affairs of the Society and develop policies, procedures, practices, and programs for furthering its interests. The President shall be a voting member of the Board of Management. The President shall preside at all meetings of the Members of the Society and of the Board of Management. The President may sign, with any proper officer of the Society authorized by the Board of Management, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Management has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Management or by the law or the article of association or these By-Laws to some other officer or agent of the Society. In general, the President shall perform duties incident to the office of President and such other duties as may be prescribed by the Board of Management from time to time.

Section 5 – President-Elect. The President-Elect shall perform the duties of the President during any temporary period when the latter is unable to serve. In the event that the President is permanently unable to perform the obligations of office, the terms stated in Section 2 apply. 

Section 6 – Secretary. The Secretary or a designate shall attend all meetings of the Members of the Society and of the Board of Management and shall record all votes and keep the minutes of such meetings in one or more books provided for the purpose. The Secretary shall submit all approved minutes, By-Laws changes, and other such records to the Society’s legal office and to the Board Members within 90 days of such activities.

Section 7 – Treasurer. The Treasurer shall be responsible for and have supervisory custody of all the funds and securities of the Society subject to such regulations as may be imposed by the Board of Management. When necessary or proper, the Treasurer may endorse on behalf of the Society for collection, checks, notes, certificates of deposit, and other obligations and shall deposit the same to the credit of the Society at such bank or banks or depository as the Board of Management may designate. The Treasurer shall sign all receipts and vouchers and, together with such other officer or officers, if any, as the Board of Management may designate, shall sign all checks of the Society, provided that any one or more other officers or agents of the Society may be authorized by the Board of Management to sign any such receipts, vouchers, or checks either with or without his signature or countersignature; and provided further that promissory notes, if any, issued by the Society shall be signed by the Treasurer or another or others only pursuant to specific authority conferred by the Board of Management. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Society, subject to the control of the Board of Management and shall be responsible for regularly entering in the books of the Society to be kept for the purposeful and accurate account of all moneys and obligations received and paid or incurred on account of the Society and shall exhibit such books at all reasonable times to any Manager on application at the office of the Society. Whenever required by the Board of Management, the Treasurer shall make a full written report covering the financial transactions of the Society. The Treasurer may be required to give bond for the faithful performance of the Treasurer’s duties in such sum and with such sureties as the Board of Management may require. The Treasurer shall, in general, be responsible for the performance of all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Management. The Treasurer is an ex officio member of the Finance Committee. In the event that the President is unable to perform the obligations of office during the President’s first year, the Treasurer will assume the duties of President until a successor is elected. During any such period without a President, expenses that are outside those already approved in the budget or by the Board shall be co-signed by the secretary.

Section 8 – Past President. The Past President shall be an honorary, non-voting member of the Board of Management and shall provide advice and council to the Board, particularly from the point of view of assuring continuity and consistency to the actions of the Society. The Past President may, by mutual consent, undertake other duties deemed appropriate by the President or the Board of Management.

ARTICLE VII


Indemnification


Section 1 – Indemnification of Officers, Directors, Employees and Agents. The Society shall indemnify any person who incurs expenses (including attorney’s fees) or liabilities (including judgments, fines and amounts paid in settlement in connection with pending or threatened matters) by reason of the fact he or she is or was an officer, director, employee or agent of the Society or is or was serving at the request of the Society as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise. This indemnification shall be mandatory in all circumstances in which indemnification is permitted by applicable law. In addition, the indemnification provided herein shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled by agreement, vote of disinterested directors or otherwise, and such indemnification right shall inure to the benefit of the heirs, executors and administrators of any person. 

Section 2 – Insurance. The Society is authorized to purchase and maintain insurance on behalf of any persons enumerated in Section 1 above against any liability asserted against such person and incurred by such person in any such capacity, specified above, whether or not the Society would have the power to indemnify him against such liability. 

ARTICLE VIII


Fiscal Year


The Fiscal year of the Society shall begin on the first day of January and end on the last day of December in each year.


ARTICLE IX


Seal


The Board of Management shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon, the name of the Society and the words and figures “Incorporated 1958 Connecticut.”


ARTICLE X


Waiver of Notice


Whenever any notice is required to be given by law or the Articles of Association or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. This provision shall be in addition to any other or different statutory provisions as to waiver of notice.


ARTICLE XI


Interpretation and Construction of By-Laws


All questions of interpretation or construction of these By-Laws shall be decided by the Board of Management whose decision thereon shall be final.


ARTICLE XII


Amendments to By-Laws


Proposed changes to these By-Laws must first be approved by an affirmative vote of a majority of all the Managers. These changes will then be adopted upon approval by a majority of the members responding in the affirmative to the question of the By-Law change.