Approved March 19, 2009
NY/NJ Flow Cytometry Users Group
ARTICLE I - Offices
The principal office of the organization shall be in the City of New York, Township of Manhattan, State of New York. The organization may also have offices at such other places within or without this state as the board may from time to time determine or the business of the organization may require.
ARTICLE II - Name
The name of this organization shall be NY/NJ Flow Cytometry Users Group (MetroFlow).
ARTICLE III - Purpose
The purpose of this organization is to organize scientific meetings and workshops in the field of cytometry, to solicit, collect, receive and otherwise raise money and to expend such funds to further the corporate purposes: to conduct educational workshops, lectures, seminars and otherwise disseminate information, scientific reports, and statistical data to increase the public’s awareness and knowledge of cytometry; to support, promote, foster and encourage research in the field and in all aspects of cytometry; to create establish and conduct programs and workshops designed to act as an educational forum for ideas, information and training in the field of cytometry and generally to further research, study and training in the field of cytometry by all available means and methods. However, nothing herein shall authorize this organization to practice the profession of medicine or any other profession to be licensed by Title VIII of the Education Law.
ARTICLE IV - Membership
Section 1. Eligibility. Any individual or corporation interested in the objective of the organization may be a member. There will be no restriction because of place of birth, nationality, residence, gender, race or creed.
Section 2. General Member. Any individual that pays dues for the current year shall be considered a member and shall be entitled to a discounted members fee for all Metroflow meetings for that year.
Section 3. Corporate Member. Any corporation that pays corporate membership dues for the year shall be considered a corporate member and shall be entitled to send two of its employees for no charge to all general Metroflow meetings for the paid year. In addition, other employees may attend at the member rate. Corporate members may appoint one person to sit on the Metroflow steering committee with voice but no vote.
Section 4. Entitlements. All members are entitled to all organizational mailing and CMLE credits. Corporate members shall be listed on the Web page, shall be able to have a table for a demo machine and/or material at meetings and in addition, shall be entitled to hyper links on our web page.
Section 5. Dues. Individual membership dues are $10.00 per year. Corporate Dues are $500.00 per year. Dues for corporate members who join midyear are $350.00
ARTICLE V - Meetings
Section 1 Membership Meetings. The annual membership meeting of the organization shall be held during the spring meeting of each year. A notice shall be sent stating the time and place of annual meeting. The majority present at any membership meeting shall constitute a quorum to conduct the business of the organization.
Section 2 Proxies. Every member entitled to vote at a meeting of members may authorize another person to act by proxy. Every proxy must be signed by the member and shall be valid for that meeting only.
Section 3. Voting. Only individual members shall be voting members. Corporate members shall have the privilege of attending Business Meetings of the Organization but shall have no vote.
Section 4 Parliamentary Authority. The rules contained in Robert’s Rules of Order, Revised, shall govern the conduct of the business meetings of the Association in all cases to which they are applicable and in which they are not inconsistent with the Bylaws or special rules of order of the Organization.
ARTICLE VI - Government
Section 1. Steering Committee. The organization shall be governed by a steering committee made up of no less than five directors. Directors must be general members.
Section 2. Duties and Responsibilities of the Steering Committee.
The steering committee shall be responsible for the general management of the organization including organizing meetings sponsored by the organization, recording minutes of all meetings, and all financial matters. In addition, it shall be responsible for proposing, reviewing and editing all amendments to the Bylaws of the Organization. Officers including a President, Vice President, Secretary and Treasurer for the organization shall be nominated by the steering committee in the spring of those years that end in even numbers and serve for a two year term.
Section 3 Election and Term of Directors. Election of Directors shall be held every two years at the spring annual members meeting which occurs in those years that end in even numbers. The membership shall elect directors to hold office for a two year term. Each director shall hold office until the expiration of the term for which he/she was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.
Section 4. Increase or Decrease in Number of Directors. The number of directors may be increased or decreased by vote of the majority of all of the Directors or by a vote of the members. No decrease number of directors shall shorten the term of any incumbent director.
Section 5. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Section 6 Resignation. A director may resign at any time by giving written notice to the steering committee. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the steering committee and the acceptance of the resignation shall not be necessary to make it effective.
Section 7. Quorum of Directors. A majority of the entire steering committee shall constitute a quorum for the transaction of business or of any specified item of business.
Section 8. Action of the Steering Committee. The vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the steering committee. Each director present shall have one vote.
Section 9 . Place and Time of Steering Committee Meetings. the steering committee may hold its meetings either within or outside the state and at such times as it may determine.
Section 10. Committees. The steering committee may designate from among its members committees which shall serve at the pleasure of the steering committee.
ARTICLE VII - FINANCIAL
Section 1. Fiscal Year. The official fiscal year shall be from July 1st through June 30th.
Section 2. Membership Dues. Annual dues are payable on or before July 1. A member shall be considered a paying member for that fiscal year.
Section 3. Meeting Support. A corporation may provide extra additional support on a per meeting basis. This entitles the corporation to have one person attend that meeting at no charge, and others at the member rate for that meeting.
Section 4. Speaker Support A corporation may support a non-promotional speaker for an individual meeting. This does not grant corporate membership to that corporation. A corporation may support a promotional speaker at a meeting only if they are a corporate member.
Section 5. Divestiture. It is intended that the existence of the organization shall be perpetual. However, should the organization be terminated for any reason, the residual funds of the organization shall be assigned to one or more not-for-profit organizations engaged in scientific activities similar to those of the organization. The choice of the non-profit organization shall be determined by the steering committee.
Section 6. Compensation and Financial Benefit. As a courtesy and to facilitate the carrying out of duties, registration fees will be waived for Steering Committee members. Travel to meetings is the responsibility of the Committee member. However, when a meeting is held at a site that requires lodging, meals, or other expenses, such expenses may be compensated by the organization. Compensations must be approved by the Steering Committee and reported in the Minutes.
Section 7. Proceedings for Addressing Conflict of Interest. Any member of the Steering Committee who stands to receive financial benefit, directly or indirectly, as the result of a transaction carried out by the Committee must disclose the potential conflict of interest. The Committee shall determine whether a conflict of interest exists. If a conflict of interest is found to exist, the Committee will determine whether to seek a more advantageous transaction or whether to proceed with the transaction without change. Failure to disclose conflict of interest may result in dismissal from the Steering Committee.
ARTICLE VIII - AMENDMENTS
The bylaws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. Bylaws may also be adopted, amended or repealed by the steering committee but any such change may be amended by the members entitled to vote as herein before provided.