In conjunction with the annual election of the Materials Research Society this year, the Board of Directors will seek member approval of changes to two governance documents—the Articles of Incorporation, and the document currently entitled MRS Constitution.

Changes to the Articles of Incorporation have been recommended by independent legal counsel and are “housekeeping” items in nature, that is, correcting the address of MRS Headquarters and removing redundant text describing the purpose of the organization, which is contained elsewhere.

Non-profit law in the Commonwealth of Pennsylvania, where MRS is incorporated, does not acknowledge the term “Constitution,” but refers to the governing documents of non-profit organizations as “Bylaws.” Legal counsel recommended to MRS that it streamline the language in the current MRS Constitution and also rename it “Bylaws.” Beth Stadler, MRS Secretary during that period, worked with the attorneys to prepare appropriate changes to the document. All essential information contained in the present Constitution has been retained in the proposed “Bylaws.” All items in the current constitution which are member-voted will remain so in the new Bylaws, and any issue that is currently Board-voted will remain so, but now as a policy described within a new separate document entitled the MRS Policy Manual.

As noted in Jim De Yoreo’s President’s Letter in the April 2011 issue of MRS Bulletin, “. . . these changes in no way alter the privileges or rights of MRS members.”

Following is a full description of the proposed changes to be enacted when the “Constitution” is replaced by the “Bylaws.” Also included is the proposed final, full text of the proposed Articles of Incorporation and the new Bylaws.

The MRS Board of Directors believes that the new proposed Bylaws are clearer and simpler than the current Constitution/Bylaws, so that they will be easier to read and understand.