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CONSTITUTION

 

ARTICLE I - Name

            (1)        The name of this organization shall be: INTERNATIONAL SOCIETY OF AUTOMATION, CLEVELAND SECTION, a nonprofit corporation organized in the state of Ohio hereinafter referred to as the SECTION.

            (2)        The SECTION shall maintain affiliation with INTERNATIONAL SOCIETY OF AUTOMATION, hereinafter referred to as the SOCIETY.

ARTICLE II - Objectives

            The objectives of the SECTION shall be those of the SOCIETY: to advance and to reinforce the arts and sciences related to the theory, design, manufacture and use of instrumentation, computers and systems for measurement, control and automation in the various sciences and technologies for the benefit of mankind.

ARTICLE III - Membership

(1)        The membership grades in the SECTION shall be the same as those of the SOCIETY:

                                    Honorary Member

                                    Fellow

                                    Senior Member

                                    Member

                                    Student Member

                                    Life Member

                                    Life Fellow

(2)        Any individual member within the SOCIETY may be affiliated with the SECTION. The SOCIETY will recognize only one voting affiliation at any time for the purpose of administration.

ARTICLE IV - Qualifications for Membership

(1)        Any person who is a member of the SOCIETY may become a voting member of the SECTION upon request; a SOCIETY member may be a voting member of only one SECTION.

(2)        Any person interested in the objectives of the SOCIETY shall be eligible for election to membership in any grade for which eligibility requirements are fulfilled, in accordance with the conditions and procedures specified in the SOCIETY Constitution and Bylaws.

ARTICLE V - Officers and Executive Committee

(1)        The officers of the SECTION shall be:

                        President

                        President-Elect

                        Secretary

                        Treasurer

(2)        The SECTION Executive Committee shall consist of the officers, the immediate Past President, the SOCIETY Delegate, and the chairman of the Standing Committees as provided in the Bylaws.

ARTICLE VI - Government

(1)        The Executive Committee of the SECTION shall control the general policies of the SECTION through its powers to initiate changes in this Constitution and Bylaws, to establish budget policies, and to review the annual reports of the officers.

(2)        The determination of operating policies and control of the affairs, property, and funds of the SECTION shall be vested in the Executive Committee, except as may be otherwise provided by the Constitution and Bylaws.

(3)        The SECTION shall control and manage the affairs, property, and funds of the SECTION.

ARTICLE VII - Society Delegate

(1)        The SECTION shall designate a SOCIETY member to act as its SOCIETY Delegate at meetings of the Council of Society Delegates and shall specify the term of office. The SECTION may designate a SOCIETY Member as an Alternate Delegate as provided by this Constitution and Bylaws.

(2)        The SOCIETY Delegate shall have a voting power equal to the number of SOCIETY members, except Student Members, in the SECTION the Delegate represents; the count of SOCIETY members being the number authenticated by the Executive Director as of the first day of the month preceding the month in which the vote takes place.

ARTICLE VIII - Amendment of the Constitution

(1)        Amendment of this Constitution may be proposed by a petition signed by 10% or more members in the SECTION, excepting Student Members, or by a resolution of the SECTION Executive Committee.

(2)        Within thirty days following the presentation of a petition to the SECTION Executive Committee, or by resolution of that body to amend the Constitution, the proposed amendment(s), with a statement of the reasons therefore, shall be mailed by the Secretary to all members in the SECTION eligible to vote. Adoption of the amendment shall be decided by a majority of votes cast. The voting period shall be for thirty days following the mailing of the proposed amendment(s), by the Secretary. The Secretary shall inform the SECTION Executive Committee of the results of the vote within 45 days of the mailing.

ARTICLE IX - Limitation of Section Activities

            Notwithstanding any other provision of this Constitution, the SECTION shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501 (c)(3) of the U.S. Internal Revenue Code and its Regulations as they now exist or as they may be amended. Equivalent regulations of the State of Ohio. shall apply to Sections not covered by 501 (c)(3) of the U.S. Internal Revenue Code.

BYLAWS

ARTICLE I - Membership

(1)        The requirements for SOCIETY membership and annual dues shall be defined in the SOCIETY Bylaws Article I and XI for the grades of Honorary, Fellow, Senior, Member, Student, Life Member and Life Fellow.

(2)        Any member of the SOCIETY having voting affiliation with another SECTION shall be eligible to become affiliated with this SECTION, subject to the regulations of the SECTION. Such additional affiliation shall carry no voting power in matters coming before the SECTION. Any dues established by the SECTION for such affiliation shall be invoiced by and paid to the SECTION.

(3)        Any person who desires to become a member of the SECTION shall first become a member of the SOCIETY and request to become associated with the SECTION.

 

ARTICLE II - Section Officers

(1)        Elected Officers

            The officers of the SECTION shall be elected by the voting members of the SECTION.

(2)        Qualifications

            The officers shall be members in the SECTION, in good standing, and for at least one year at any time prior to their election to office.

 

(3)        Term of Office

            (a)        The Officers shall be elected annually and shall hold office for the fiscal year, as defined in the SECTION Bylaws. Induction and installation of officers shall be held at the time of the annual meeting of the SECTION, or at a time so specified by the SECTION Executive Committee.

            (b)        The President shall not succeed himself, except for an incomplete term begun by his predecessor.

            (c)        The commitment of the members of the SECTION Executive Committee shall be for one year and shall terminate or be renewed at the conclusion of the fiscal year.

            (d)       If capable and willing, the President-Elect shall succeed the current President at the end of the current President’s term.

            (e)        All Officers and Members of the SECTION Executive Committee shall remain members in good standing during the term of their office. Failure to maintain good standing may be determined by the SECTION Executive Committee as grounds for removal from office.

(4)        Vacancy in Office

            Any office in the SECTION, except President, becoming vacant during its regular term shall be filled by an interim appointment of the SECTION Executive Committee until the next regular election for said office. The President-elect will fill the office of President if it becomes vacant.

(5)        Duties of Officers and Society Delegates

            (a)        The President shall be the executive head of the SECTION and shall sit as Chairman of the SECTION Executive Committee; shall preside at all annual, monthly and special meetings and at all meetings of the SECTION Executive Committee; shall countersign all public announcements or communications; shall periodically report to the members those matters which the SOCIETY has brought to the President's, the Delegate's or the Secretary's attention. The President shall submit the SECTION annual report to the District Vice President prior to June 1. The President shall give a report of the general and financial condition of the SECTION for the fiscal year at the SECTION's annual meeting.

            (b)        The President-elect shall, upon resignation or inability of the President to serve, become President of the SECTION and shall perform duties of the President in case of the President's absence.

            (c)        The Treasurer shall be the financial officer of the SECTION; shall keep complete records of all monies received and disbursed by or on behalf of the SECTION; shall secure proper receipts for all monies disbursed; shall report to the Executive Committee the financial condition of the Section at each Executive Committee meeting; shall have custody of all monies belonging to the SECTION which shall be deposited in accordance with the instructions of the SECTION Executive Committee; shall keep financial accounts and control expenditures in accordance with the annual budget and any special appropriations approved by the SECTION Executive Committee, shall arrange for fidelity bond coverage of all officers who are responsible for assets of the SECTION; shall secure adequate liability and property damage insurance coverage for the SECTION, its officers, and members while serving on standing or special committees and acting in their officially assigned duties. Within ninety days following the end of each fiscal year, the Treasurer shall prepare an annual report which shall reflect an audit by an external audit committee or independent accountant as determined by the SECTION Executive Committee. At the expiration of the term of office, he shall deliver to the successor all books, records, money, and other property in his charge, or in the absence of a successor, shall deliver such properties to the President.

            (d)       The Secretary shall act as recording secretary; shall keep a full and complete record of the membership in the SECTION and serve as liaison with the SOCIETY on matters of membership information and other matters of SECTION-SOCIETY relationships; shall attend and keep records of all meetings of the SECTION Executive Committee and regular, special and/or annual meetings of the SECTION; shall arrange to notify the members of the regular and annual meeting at least one week in advance of the date of said meeting; shall arrange for typing, duplicating, and mailing of committee reports and/or special announcements, as required.

            (e)        The SECTION Delegate shall serve as the SECTION's official representative at all regular or special meetings of the Council of Society Delegates. As a minimum, this means attendance at the Delegates meeting at the SOCIETY's annual meeting that generally is held during the Fall Conference and Exhibit. In the event the SOCIETY Delegate cannot attend a Council meeting, the President of the SECTION shall designate an alternate and so notify the District Vice President prior to the meeting.

ARTICLE III - Nomination and Election Procedures

(1)        Nomination

            (a)        The President shall appoint a Nominating Committee not later than the January meeting. This committee shall consist of members of the SECTION including the immediate Past President as Chairman. All SECTION OFFICERS shall be excluded.

            (b)        The Nominating Committee shall nominate at least one member each for President-elect, Treasurer, Secretary, and SOCIETY Delegate securing written acceptance from each nominee and shall report at the regular SECTION meeting in February. In the absence of a full slate from the Nominating Committee, the SECTION Executive Committee shall be empowered to make such nominations as are necessary to announce a full slate at this meeting.

            (c)        Nominations for any office may also be made by any member in good standing. The nomination is to be filed along with the acceptance of the nominee with the Secretary no more than two weeks after the Nominating Committee reports.

(2)        Election of Officers

            (a)        Following receipt of the report of the Nominating Committee and any candidate nominated at large and announced at the regular SECTION meeting in February, the President shall see that formal notification listing all candidates be given to each member not in arrears.

                        A single page prominently located in the SECTION newsletter, the "Bulletin", listing all candidates and accompanied with announcement of date and location of the annual meeting of the SECTION (usually April) appearing in two consecutive issues and mailed to all members to arrive prior to the annual meeting, shall constitute a formal notification.  The Section's Web site  shall be used to notify membership of the same.

            (b)        Election shall be by voice vote at the annual member meeting. The presiding officer shall declare elected those candidates who have received a majority of the votes cast for each office.

            (c)        In the event of a tie vote, the SECTION Executive Committee shall decide between the tied candidates by secret ballot.

            (d)       The SECTION President shall notify SOCIETY Headquarters of those elected as officers and delegate and those selected as chairmen of the standing committee immediately following these actions.

ARTICLE IV - Committees

(1)        To assist the officers of the SECTION, standing and special committees shall be formed within one month of the election of the officers of the SECTION. The immediate past President, the newly elected officers, and the SOCIETY Delegate, with the new President of the SECTION acting as chairman, shall appoint the following standing committees:

                        Rules and Procedures Committee (including Historian)

                        Education Committee

                        Program and Arrangements Committee

                        Budget and Finance Committee

                        Membership Recruitment and Retention Committee

                        Publicity Committee (includes INTECH Correspondent)

                        Section/Division Liaison Committee

                        Newsletter/Bulletin Committee

(2)        The standing committees shall each consist of not less than three members. However, at the discretion of the PRESIDENT, this requirement may be waived.  The chairman of each such committee shall be accountable to the President, as a member of the SECTION Executive Committee, for the performance of the committee.

(3)        Special committees shall be appointed by the President with the approval of the SECTION Executive Committee and shall be accountable to the President or such other officer as may be determined by the President.

(4)        The President shall be a member, ex-officio of each standing or special committee.

(5)        The duties of the standing and special committees not covered by Article IV shall be defined by the President with the approval of the SECTION Executive Committee.

(6)        Appointments to all standing and special committees terminate at the end of the fiscal year and are subject to re-appointment.

ARTICLE V - Functions of the Standing Committees

(1)        The Rules and Procedures Committee shall concern it self with recommendations for amending the SECTION's Constitution and Bylaws so that they meet the current needs of the SECTION and the requirements of the SOCIETY. This Committee shall maintain the history file for the SECTION.

(2)        The Education Committee shall concern itself with increasing the member's knowledge of instrumentation, systems, and automation science and technology. It shall help develop the subject matter for the monthly technical meetings, special conferences, training courses, etc., to meet the educational needs of the members. It shall bring to the attention of the members pertinent instrumentation, systems, and automation information. It shall encourage the members to participate in preparing papers for presentation at conferences of the SOCIETY and of other technical organizations. It shall maintain liaison with Student Sections and other organizations devoted to technical education and encourage joint programs.

(3)        The Program Committee shall be responsible for the conduct of all general membership meetings. It shall arrange for speakers, audio visual equipment, etc. and necessary facilities. It will serve as host to guest speakers during their visits within the geographical area of the SECTION.

(4)        The Budget and Finance Committee shall consist of the President, President-elect, Secretary, Treasurer, and immediate Past President. The Treasurer shall serve as Chairman. The Committee shall counsel with the President on the annual budget of the SECTION and prepare recommendations for the SECTION Executive Committee. The Budget and Finance Committee may perform such other duties in connection with the SECTION finances as the SECTION Executive Committee may determine from time to time.

(5)        The Membership Recruitment and Retention Committee shall promote the growth of the SECTION by actively soliciting new memberships and by revitalizing the interest of inactive members. It shall advise the President and the SECTION Executive Committee on matters affecting membership relations which will assist the SECTION in obtaining new members and keeping present members. It will examine the feasibility of establishing subsections in adjacent areas; and will counsel with the District Vice President regarding such establishments.

(6)        The Publicity Committee shall develop media and contracts for publicizing the meetings and activities of the SECTION. It shall prepare and circulate news releases concerning SECTION elections and appointments, meeting programs, speakers, etc. to assure continuing publicity in the local and national papers and technical magazines. One of its members shall be designated INTECH Correspondent

(7)        The Section/Division Liaison Committee shall promote good relations and a technical interchange between the SECTION and Divisions of the SOCIETY. It shall publicize Division activities in the SECTION newsletter and shall encourage all members of the SECTION to join and become active in the Divisions.

ARTICLE Vl - Meetings

(1)        The annual meeting of the SECTION shall be held at the time and place designated by the SECTION Executive Committee. This meeting is normally the last meeting of the fiscal year.

(2)        Regular meetings of the SECTION shall be held once each month except during June, July and August, for the discussion of subjects pertinent to the objectives of the SECTION. Dates and meeting places of regular meetings are to be determined by the SECTION Executive Committee. At least 6 of the regular meetings shall be technical in scope and presentation.

(3)        Special meetings of the SECTION shall be held at such times and places as may be called by the President, or in the President's absence by the President-elect, or by any three members of the SECTION Executive Committee, or by ten or more members in the SECTION upon reasonable notice.

(4)        The Secretary shall mail or cause to be mailed notices of time and place of each meeting to all members at least one week prior to the date of each meeting indicating in said notice the nature and purpose of the meeting.  For most notices, electronic mail (EMAIL) shall be an acceptable method of mailing notices.

(5)        Regular meetings of the SECTION Executive Committee shall be held at such time and place as designated by the President.  The number of Executive Committee meetings shall not be less than seven (7) per year.

(6)        Special meetings of the SECTION Executive Committee shall be held any time at the call of the President. Three members of the SECTION Executive Committee may call a meeting upon failure or refusal of the President to act.

(7)        Quorums:

            (a)        At a meeting of the SECTION 5% members shall constitute a quorum for the transaction of business.

            (b)        A majority of the SECTION Executive Committee shall constitute a quorum for the transaction of business at any meeting of the committee.

ARTICLE VII - Voting Procedures

(1)        All questions coming before the SECTION, its governing body and committees, shall be decided by a majority of the votes cast, except as otherwise provided by this Constitution and Bylaws.

(2)        Unless otherwise specified in this Constitution and Bylaws, vocal or "show of hands" voting shall be used in meetings. Ballots shall be used when requested by any member or when recommended by the SECTION Executive Committee in voting on SECTION matters.

(3)        All members not in arrears for dues and otherwise in good standing, may be present and participate in the discussions or proceedings of any of the regular, annual or special meetings, and may vote on all questions and in all elections in such meetings.

            (4)        Each member shall be entitled to one vote on all questions submitted to the membership in the SECTION. Student Members and non-voting affiliates shall have no voting power.

ARTICLE VIII - Dues

(1)        The amount and method of collection of dues of the members shall be as provided in the SOCIETY Bylaws.

(2)        The amount and method of collection of dues of non-voting affiliate members shall be determined by vote of the voting SECTION members.

ARTICLE IX - Finance

(1)        The fiscal year shall be from July 1st to June 30^th of the following year.

(2)        The Treasurer shall give a bond in a penal sum approved by the SECTION Executive Committee for the faithful performance of his duties. The premiums for the bond shall be paid by the SECTION.

(3)        Upon recommendation of the Budget and Finance Committee, the SECTION Executive Committee shall adopt in advance of the next fiscal year, an operating budget covering all activities of the SECTION.

(4)        All instruments for the payment of money by the SECTION shall be drawn in the name of the SECTION and signed by the Treasurer or President, and countersigned by the Treasurer or President, or by a Board member authorized by the SECTION Executive Committee. In no event shall the signing and countersigning be done by the same person.

(5)        The SECTION Executive Committee shall approve and establish a budget of estimated expenditures and receipts at the beginning of each fiscal year.

(6)        Each member of the SECTION Executive Committee shall be reimbursed by the SECTION for reasonable expenses related to that office in the SECTION. This does not apply to persons found negligent in performing their duties by a disinterested person or persons chosen by the SECTION Executive Committee. In such a case, the SECTION at its own expense may settle any such claim which appears to be in the best interest of the SECTION. Approval of expense reimbursement shall be based on written guidelines which have been approved by vote of the SECTION members.

(7)        Members of the SECTION Executive Committee and officers of the SECTION shall not receive compensation in any form for services rendered.

(8)        The accounts of the SECTION shall be audited annually by an internal audit committee and independent accountant appointed by the President and approved by the SECTION Executive Committee.

ARTICLE X - Legislature and Other Prohibited Activities

(1)        Neither the SECTION nor its officers, nor members of the SECTION, individual or corporate, shall engage in any attempt to influence the course of legislation, whether federal, state or local, on behalf of, or as a representative of the SOCIETY in any nation or its subdivisions, by engaging in political activities, expenditures of funds, propaganda, or by participating in any course of similar conduct on behalf of or as a representative of the SOCIETY.

(2)        Neither the SECTION nor any officer or member acting on behalf of the SECTION:

            (a)        Shall make loans of SECTION funds to individual or corporation at less than the prevailing rate of interest or with inadequate security as collateral.

            (b)        Shall pay excessive compensation for rendered services to any individual or corporation.

            (c)        Shall sell or transfer securities owned by the SECTION to any individual or corporation for less than the prevailing market value thereof at the time of such sale or transfer.

(3)        The SECTION is not organized for pecuniary profit, nor shall it have any power to issue certificates of stock or pay dividends, and no part of the net earnings or assets of the SECTION shall inure, upon dissolution or otherwise, to the private benefit of any individual. This clause supersedes any previous clause regarding inurement.

ARTICLE XI - Parliamentary Authority

            The current edition of Robert's Rules of Order Newly Revised shall govern the proceedings of the SECTION, its governing bodies and committees in all cases not provided for in these Bylaws.

ARTICLE XII - Relationship of Section to Society

(1)        The SECTION is a subordinate of the SOCIETY. The SECTION reserves the right to amend, alter, change or repeal any provisions contained in its Articles of Incorporation, Constitution or Bylaws. The Articles of Incorporation and Amendments thereto, must be approved in writing by the Executive Board of the SOCIETY. The Executive Board of the SOCIETY, by a majority vote, has plenary power to nullify or alter provisions of the SECTION's Articles, Constitutions or Bylaws, or to nullify other actions of the SECTION, if it determines that such provisions or actions are injurious to the SOCIETY.

(2)        The SECTION Executive Committee shall, when necessary, initiate action to amend the Bylaws so that they are in harmony with the Constitution and any amendment thereto. If a proposed amendment to the Constitution will require an amendment to the Bylaws, notice of the Bylaws amendment shall be submitted to the members in the SECTION along with the notice of the proposed amendment.

(3)        These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the eligible voting members present at any regular meeting or special meeting, at which there is a quorum, if at least two weeks written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting. Amendments may be proposed by any member, officer or the Executive Committee.

ARTICLE XIII- Dissolution

            The SECTION shall use its funds only to accomplish the objectives and purposes specified in this Constitution and Bylaws and no part of its funds shall inure to or be distributed to the members of the SECTION. On dissolution of the SECTION, the net assets remaining after payment of all debts shall revert to the SOCIETY within ninety days of dissolution, to be used for charitable and educational purposes under Section 501 (c)(3) of the U.S. Internal Revenue Code as it now exists or as may be amended.

 

March 10, 2009

CONSTITUTION