SOCIETY FOR APPLIED SPECTROSCOPY, INC.

CONSTITUTION

ARTICLE I. NAME

The name of this organization shall be Society for Applied Spectroscopy, Inc.

ARTICLE II. OBJECT

The objective of this organization shall be to advance and disseminate knowledge and information concerning the art and science of spectroscopy and other allied sciences conforming to the provision of Section 501(c)(3) of the Internal Revenue Code and the Articles of Incorporation listed with the State of Maryland.

ARTICLE III. SCOPE

The scope of this Society shall be to undertake and promote activities which shall accomplish the objective. The term spectroscopy as used in the title and body of this Constitution is understood to mean the science and art of absorption, emission, Raman, mass, and related forms of spectral study for determining the composition and structure of matter. To accomplish the objective stated in Article II, the Society shall publish a journal known as Applied Spectroscopy. The Society and/or Local Sections may conduct conferences or symposia on scientific subjects and may publish or give financial support to the publication of other scientifically useful information pertaining to spectroscopy.

ARTICLE IV MEMBERSHIP

SECTION 1. MEMBERSHIP in the Society shall consist of:

a. Honorary Members
b. Regular Members
c. Sponsoring Members
d. Student Members
e. Emeritus Members
f. Retired Members
g. Distinguished Service Awardee Members

SECTION 2. HONORARY MEMBERS shall be persons who have made exceptional contributions to spectroscopy and have been voted into their membership by the Governing Board. No more than two (2) Honorary Members can be named in any fiscal year.

SECTION 3. REGULAR MEMBERS shall be persons engaged in the study or use of spectroscopy and/or interested in the objective and scope of the Society.

SECTION 4. SPONSORING MEMBERS of the Society shall be corporate bodies or private companies actively interested in promoting the objectives of the Society on a national scale.

SECTION 5. STUDENT MEMBERS shall be full time undergraduate or graduate students engaged in the study or use of spectroscopy and/or interested in the objective and scope of the Society.

SECTION 6. EMERITUS MEMBERS shall be persons who have contributed to spectroscopy and have been members of the Society for Applied Spectroscopy for 15 years, and now have retired from active scientific endeavor. Emeritus Members may be proposed by a Local Section, through a Governing Board Delegate, by a Technical Section, by the Membership Committee, or by the Executive Committee. Upon receiving a simple majority vote at a Governing Board Meeting, the member shall become an Emeritus Member.

SECTION 7. RETIRED MEMBERS shall be persons who have contributed to spectroscopy and now have retired from active scientific endeavor.

SECTION 8. DISTINGUISHED SERVICE AWARDEE MEMBERS shall be persons who have made exceptional contributions to the Society for Applied Spectroscopy and have been voted into their membership by the Governing Board.

SECTION 10. MEMBERSHIP PRIVILEGES AND OBLIGATIONS shall be established in accordance with the Society's Bylaws.

ARTICLE V. LOCAL SECTIONS

SECTION 1. The established local organizations or bona fide sections thereof, which shall have ratified this Constitution within one year of the establishment of the Society, shall be known as Founding Sections. A Founding Section is also a Local Section.

SECTION 2. Members living or working in a local geographical area shall have the privilege of constituting themselves as a LOCAL SECTION of the Society. The establishment of a new Local Section must be approved by the Governing Board of the Society and by the adjacent Local Sections.

SECTION 3. The Constitution and Bylaws of such Local Sections shall be consistent and in harmony with the Objective and the Constitution and Bylaws of the Society. They shall be submitted to the Constitution and Bylaws Committee for approval prior to approval by the Governing Board of the Society; any subsequent changes must also be submitted to this committee for approval prior to approval by the Governing Board.

ARTICLE VI: TECHNICAL SECTIONS

SECTION 1. Members working or having an interest in a particular technical area shall have the privilege of constituting themselves as a Technical Section of the Society. The establishment of a new Technical Section must be approved by the Governing Board of the Society and in accordance with the terms set forth in the Bylaws of the Society.

SECTION 2. The Constitution and Bylaws of such Technical Sections shall be consistent and in harmony with the Objective and the Constitution and Bylaws of the Society. They shall be submitted to the Constitution and Bylaws Committee for approval prior to approval by the Governing Board of the Society; any subsequent changes must also be submitted to this committee for approval prior to approval by the Governing Board.

SECTION 3. Financing of Technical Section operations shall be in such manner and in such amount as may be approved by the Governing Board and outlined in the Bylaws of the Society.

ARTICLE VII. OFFICERS

SECTION 1. The DIRECTORS OF THE CORPORATION are the elected officers of the Society.

SECTION 2. The ELECTED OFFICERS of the Society shall consist of a President, President Elect, Past President, Secretary, and Treasurer. Candidates for these offices shall meet the qualifications as set forth in the Bylaws of the Society. These officers shall be elected by the members eligible to vote, as stated in the Bylaws, by means of a letter ballot according to the procedure listed in the Bylaws of the Society. These officers shall perform the duties listed in the Bylaws of the Society and the parliamentary authority adopted by the Society.

SECTION 3. The person elected to be President shall first serve one (1) year as President-Elect, followed by one (1) year as President, followed by one (1) year as Past President or until his/her successor is elected. The Secretary and Treasurer shall serve a term of three (3) years or until their successors are elected. The terms of the Secretary and Treasurer shall whenever possible commence on different years. The elected officers shall begin their respective terms at the beginning of the calendar year.

SECTION 4. VACANCIES in the elective offices, except that of President, shall be filled by temporary appointment of an interim officer by the President with approval of a majority of the Executive Committee. The Nominating Committee shall, at the next regularly held election, present candidates to complete this term of office.

SECTION 5. The President-Elect shall assume the responsibilities of the President in his/her absence or incapacity. The President-Elect shall automatically succeed the retiring President provided the President-Elect was regularly elected to that office by the membership.

SECTION 6. The APPOINTED OFFICERS of the Society shall be the Editor in Chief of the Journal, the Newsletter Editor, the Web Editor, the Membership Committee Chairperson, and the Membership Education Coordinator. These officers shall perform the duties prescribed by the Bylaws of the Society. These officers shall be appointed by the Governing Board upon recommendation of the Executive Committee and shall serve for a three (3) year renewable term or until their successors are appointed. The appointed officers shall begin their respective terms at the beginning of the calendar year.

SECTION 7. VACANCIES in the appointed offices shall be filled by temporary appointment of an interim officer by the President with approval of a majority of the Executive Committee. The Governing Board shall, at the next regular meeting, appoint an officer to complete this term of office.

ARTICLE VIII GOVERNMENT

SECTION 1. The Society shall be governed by the elected officers and the Governing Board.

SECTION 2. The GOVERNING BOARD shall consist of the appointed officers, the second-Past President, and 15 elected members. Those elected shall consist of 10 at-large members elected by the Society membership and 5 members elected by the Local Sections. At least one of the at-large members shall neither reside in nor be a citizen of the United States of America. In addition, each Technical or Local Section may send one voting delegate to represent that Section.

SECTION 3. Each elected Governing Board Member and each Local or Technical Section delegate will have one vote. Elected member terms shall be two (2) years, and members can be re-elected for future terms.

SECTION 4. A QUORUM of the Governing Board shall consist of two-thirds (2/3) of elected members. The appointed officers and the Second-Past President may serve as voting alternates for the elected members.

SECTION 5. The elected officers, as voting members, and the appointed officers as non voting members, shall constitute an EXECUTIVE COMMITTEE which shall assume responsibility for the government and welfare of the Society in the interim between Governing Board meetings.

ARTICLE IX. DUES

SECTION 1. The Society shall be financed by dues collected from the membership as set forth in the Bylaws.

SECTION 2. Provisions for the suspension of members for nonpayment of dues shall be set forth in the Bylaws.

ARTICLE X. DISBURSEMENT OF FUNDS

All funds of the Society shall be disbursed in accordance with the Bylaws.

ARTICLE XI. MEETINGS

SECTION 1. There shall be one (1) REGULAR MEETING of the Society per year at which the Governing Board shall convene. This meetings shall be at a time and place recommended by the Executive Committee and approved by the Governing Board.

SECTION 2. The regular meeting shall be known as the ANNUAL MEETING, and shall be for the purpose of announcing officers for the coming year, receiving reports of officers and committees, and for any other business that may arise.

SECTION 3. SPECIAL MEETINGS may be called by the Executive Committee or the Governing Board, as stated in the Bylaws. The purpose of the meeting shall be stated in the call.

ARTICLE XII. COMMITTEES

The Society shall have standing committees as specified in the Bylaws. All appointments are for the term specified in the Bylaws.

ARTICLE XIII. PUBLICATIONS

SECTION 1. Applied Spectroscopy shall be the official publication of the Society and shall be distributed to the membership in accordance with the provisions of the Bylaws. The Society may also publish a membership newsletter.

SECTION 2. The Journal and Newsletter shall operate on a budget approved by the Governing Board.

SECTION 3. The Editor in Chief of the Journal shall appoint his/her own staff and is responsible for the policy of the Journal.

ARTICLE XIV. GENERAL PROVISIONS

SECTION 1. The EXECUTIVE DIRECTOR is an employee of the Society who is responsible for maintaining the National Office of the Society.

SECTION 2. With the approval of the Executive Committee, the Society may employ one or more full or part time employees to assist the officers.

SECTION 3. The Society shall not place its name or approval on any commercial product, enterprise, or work.

SECTION 4. The Society shall not be responsible for any views, theories, or statements advanced in papers or discussions at its meetings or set forth in its publications.

XV. RULES OF ORDER

The rules contained in the current edition of Robert's Rules of Order shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with the Constitution and Bylaws, any special rules of order that the Society adopts, and any statutes applicable to this organization.

ARTICLE XVI. REMOVAL FROM OFFICE

The procedure for removal of an elected or appointed officer of the Society for reason of inability to perform the duties of the office or because of activities grossly inimical to the Society is as defined in the Bylaws of the Society. To that end, any four (4) voting members of the Executive Committee can jointly make a written request for the resignation of any other member.

ARTICLE XVII. AMENDMENTS

Any proposed amendment to this Constitution shall be studied by the Constitution and Bylaws Committee, and then presented to the Governing Board for initial approval. The proposed amendment shall then be published in the Journal or Newsletter and referred to the Local Sections and Technical Sections for a minimum of ninety (90) days of consideration. The members eligible to vote, as stated in the Bylaws, shall then vote by letter ballot on the proposed amendment. A two thirds (2/3) majority of the votes cast shall be required for adoption of the proposed amendment. The results of the balloting and the amendments shall be published in the Journal or Newsletter.

ARTICLE XVIII. INDEMNIFICATION

To the extent permitted by law, the Society shall indemnify and hold harmless the officers of the Society. Any person made a party to any action, suit, or proceeding by reason of the fact that such person, their testator, or intestate is or was an officer or employee of the Society or any organization in which the person served as such at the request of the Society shall be indemnified by the Society to the full extent permitted by law. Such right of indemnification shall not be deemed exclusive of any other rights to which such officer or employee may be entitled. Any amount payable by way of indemnity shall be determined and paid in accordance with SECTION 2-418 of the Corporations and Associations Volume of the Annotated Code of the State of Maryland unless otherwise directed by the Governing Board by resolution.

ARTICLE XIX. NON-DISCRIMINATION

No person in whatever relationship with the Society shall be subject to discrimination on the basis of race, ethnic background, national origin, religion, color, age, sex, or condition of handicap.