Bylaws

NY, NJ Flow Cytometry Users Group  

 

Approved October 12, 2017

 

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 and General Member Entitlements.   Any individual who pays dues for the current year shall be considered a voting Member and shall be entitled to attend the Annual meeting and any other meetings that may be scheduled during that year. In addition, members can serve on the steering committee. Membership dues are included in the meeting fee.  All Members are entitled to all organizational mailings and CMLE credits. 

Section 3.   Corporate Member and Corporate Member Entitlements.  Any corporation that pays corporate membership dues for the year shall be considered a Corporate Member and shall be entitled to have a table for a demo machine and/or material at all meetings. Corporate Members shall be listed, and entitled to hyper links on our web page.  In addition, they shall be entitled to appoint one person to sit on the MetroFlow Steering Committee with voice but no vote. The Corporate Member’s employees shall each pay to attend at the general Member rate and are required to register individually for the Annual Meeting.

Section 4.   Dues.  Individual membership dues are $10.00 per year. Corporate Dues are a minimum of $350.00 per year.    

 ARTICLE V - Meetings

Section 1.   Membership Meetings.  A Business meeting of the organization shall be held at the time of the Annual meeting each year.  A notice shall be sent stating the time and place of the Annual meeting. The majority present at any Business 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 (voting) and corporate members (non- voting).  There must be a minimum of four elected officers on the steering committee who are voting 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 at the annual meeting those years that end in odd numbers and serve for a two year term. Corporate members can assume any roles established except elected positions and positions that allow access to personal member information.

 

Section 3.   Election and Term of Directors.  Election of Officers shall be held every two years at the Annual meeting which occurs in those years that end in odd numbers. The Membership shall elect Officers to the steering committee 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/her successor has been elected and shall have qualified, or until his/her 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. Each director shall have one vote. The vote of a majority of the directors shall be the Action of the steering committee.

   

Section 8.   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 9.   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 at the Annual meeting. A Member shall be considered a paying member for that fiscal year or until the next Annual meeting. Dues may be also paid on our web page which will allow a Member to be on our mailing list and entitled to all member benefits during the fiscal year. 

Section 3.   Meeting Support.  A Corporate or non-Corporate Member may provide meeting support. This entitles the corporation to be acknowledged for their support in the meeting brochure and on a poster at 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.