Bylaws of the Brazilian Society for Microscopy and Microanalysis - SBMM

Chapter I – Denomination and headquarters

Art. 1 - The BRAZILIAN SOCIETY FOR MICROSCOPY AND MICROANALYSIS - SBMM consists of a civil society governed by private law, of a non-economic nature, of national scope, non-profit, without distribution of results in any form, governed by the present bylaws and the legal provisions applicable thereto, hereinafter referred to as "SBMM".

Art. 2 - SBMM has its headquarters and jurisdiction in the City of Belo Horizonte, state of Minas Gerais, at Avenida Antônio Carlos 6627, UFMG Microscopy Center, ZIP code 30.270-970.

Art. 3 - SBMM has no predetermined period of existence.

Chapter II - Object and purpose of SBMM

Art. 4 - SBMM brings together people who use all modalities of microscopy and microanalysis techniques in order to:
1 – Further the achievement of resources for microscopy and microanalysis laboratories;
2 - Assist in the coordination of microscopy teaching at different levels;
3 - Encourage the dissemination of microscopy and microanalysis techniques;
4 - Promote exchanges between its members and similar associations;
5 - Join similar associations.

Chapter III - Types of Membership

Art. 5 - SBMM members are divided into the following categories: effective member, honorary member and member company, not answering subsidiarily to social obligations.

Art. 6 - Any suitable person who is interested in microscopy and microanalysis may become an effective member, by means of a request addressed to SBMM, subject to approval by the Board of Directors, being presented by a regular member.

1 - Effective membership comprises professionals and technicians working in the field and students. The dues of technicians and students will be half that of professional.

Art. 7 - People who have made exceptional contributions to the development of science in the country, in SBMM’s related fields, may be honorary members. Honorary members will be proposed by the Board of Directors and approved by General Assembly.

Art. 8 - Companies of different natures may be member companies and have the right to participate in the General Assembly, but without the right to vote. Membership dues for companies amount to 10 times those of effective members.

Chapter IV - Duties and Rights of Members

Art. 9 – Members have the following duties and rights:

- Participate and collaborate in all scientific and cultural activities of the Society, elect the Board of Directors, be elected and enjoy all the benefits provided by SBMM.

- Respect and honor the acts and decisions of the SBMM bodies and pay the membership dues;

First paragraph - Failure to pay membership dues for 2 consecutive years will result in the exclusion of the member, by decision of the absolute majority of those present at the General Assembly. Honorary members are exempt of dues.

Second paragraph - The resignation must be requested by the member himself/herself in writing.

Chapter V - Board of Directors, Council, and General Assembly

Art. 10 - The SBMM bodies are:

a) Board of Directors;
b) Council;
c) General Assembly.

Art. 11 - The SBMM Board of Directors will be composed of a President, a Vice-President from the Materials field and a Vice-President from the Biology field, a Secretary, and a Treasurer, who will all be individually elected for a two-year term by a simple majority of the General Assembly.

Sole paragraph - The offices of the SBMM Board of Directors are not remunerated.

Art. 12 – Duties of the Board of Directors:

a) To hold an ordinary meeting of the SBMM and the General Assembly every 2 years.
b) To carry out the resolutions of the General Assembly.
c) To accept and exclude members.
d) To extraordinarily convene the Council and the General Assembly.

Art. 13 – Duties of the President:

a) To represent the SBMM in any circumstances, unless otherwise decided by the General Assembly.
b) To chair the meetings of the Board of Directors, the Council, and the General Assembly.

Art. 14 - It is the responsibility of one of the Vice-Presidents, at the discretion of the President, to replace the President in his/her absence.

Art. 15 - The Vice-President of the Materials field is responsible for organizing the biennial Brazilian Symposium on Electron Microscopy and Associated Techniques in Materials Research - Micromat, interspersed with the SBMM biennial meeting.

Art. 16 - The Vice-President of the Biology field is responsible for organizing a biennial meeting of the field, interspersed with the SBMM biennial meeting.

Art. 17 - The Secretary is responsible for preparing the Minutes, overseeing correspondence, preparing the SBMM Newsletter, maintaining a page on the Internet, and managing the other duties that pertain to this office.

Art. 18 - The Treasurer (together with the President) is responsible for collecting membership dues, organizing the SBMM treasury, and, together with the President, handling bank accounts. In the absence of the President, it will be up to the Treasurer, together with both Vice-Presidents or one of them, to handle the bank accounts. After the election, the Board-of-Directors-elect will take office on the last day of March, receiving from the incumbent: the consolidated balance sheet for the previous year, the trial balance until March 30, as well as all obligations inherent to the office, collection of the current year's dues, and updated membership records.

Art. 19 - The Council is composed of former Presidents and Vice-Presidents and three more members representing regions other than Rio de Janeiro and São Paulo.

Sole paragraph - It is up to the Council to respond to the summons of the Board of Directors and convene during SBMM meetings to give an opinion on matters of interest.

Art. 20 - The General Assembly, a sovereign body of the SBMM, will be composed of all honorary and effective members in good standing and will convene once every two years during the biennial meetings.

Sole Paragraph - The General Assembly may be convened extraordinarily, upon request of one fifth of the members, addressed to the Board of Directors, who will arrange for it to be held within 45 days from the date of communication. The General Assembly will be convened by letter, fax, telegram or electronic message (e-mail), indicating the place, date, time, and agenda.

Art. 21 – Duties of the General Assembly

a) To decide on the matter in question;
b) To elect and dismiss the Board of Directors;
c) To elect and dismiss the Council;
d) To stipulate and fix membership dues;
e) To approve the reports and partial rendering of accounts by the Board of Directors;
f) To propose action programs;
g) To decide on appeals to acts of the Board of Directors and the Council;
h) To amend these Bylaws.

1 - For deliberations that refer to the dismissal of the Board of Directors and amendments to the present Bylaws, the concurrence vote of 2/3 (two thirds) of the members present at the General Assembly is required, and it cannot deliberate, on first summon, without the absolute majority of the members, or with less than one third in the following summons.
2 - Other decisions will be taken by simple majority, considering the totality of the votes corresponding to the members present, if another quorum is not required by these Bylaws, with the President Chair having the tie-breaking vote.

Art. 22 - The Board of Directors will be elected by the General Assembly for a two-year term, during the biennial meeting.

1 – The election will be ascertained in a public session, at the same biennial meeting of the General Assembly.

2 - The election will be carried out with any number of voters and candidates who obtain a simple majority of votes will be considered elected.

3 - Voting by proxy is not allowed.

Chapter VI - Resources

Art. 23 - SBMM resources, among others:

I - Monthly, semiannual or annual dues and contributions fixed by the General Assembly;
II - Voluntary contributions from its members;
III - Donations and legacies from members, individuals, legal and public entities, in the country's currency or in furniture and real estate;
IV - Endowments and subsidies of all kinds.

Chapter VII - Funds and Assets

Art. 24 - The funds and assets of SBMM will be formed by the resources provided for in the Art. 23 of these Bylaws.

1 - Favorable balances verified annually may constitute a reserve fund, whose application will be decided by the General Assembly or ad-referendum, by the Board of Directors.
2 – The SBMM will not share, in any way, among its members, members of the Board of Directors and the Council, any surpluses, gross or net, dividends, bonuses, participations or portions of its assets, earned through the exercise of its activities, and will apply them fully in the achievement of its social objective, by creating funds or seeking means of financing with national and international entities. The Society may reimburse or advance funds inherent to expenses incurred by members of the Board of Directors in the exercise of office activities, which must be duly proven.

Chapter VIII - Dissolution

Art. 25 - In case of dissolution of the SBMM by decision of two thirds of its members, in General Assembly, the remainder of its net assets, after paying debts arising from its responsibility, will be destined to a non-profit Scientific Association, to be determined by the General Assembly.

Chapter XII - Transitory Provisions

Art. 26 - Participants in the Founding Assembly are considered Founding Members of SBMM.

Art. 27 - The Society’s fiscal year will coincide with the civil calendar.

Art. 28 - In the case of omissions or doubts, the legislation in force applies and in its absence, the General Assembly will be responsible for resolving the issue.

Art. 29 - The present Bylaws become effective on the date of approval.

Art. 30 - For questions arising from these Bylaws, the jurisdiction of the City of Campinas, state of São Paulo, is elected, to the exclusion of any other, however privileged it may be or will be.


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