Cleveland, Ohio Section of
the International Society of Automation
CONSTITUTION
Constitution Adopted
June 18, 2018
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
(1) 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: Fellow
Senior Member
Member
Student Member Life
Member Senior Life Member Life Fellow
Automation
Affiliate
(2) Any individual member
within the SOCIETY may be affiliated with the SECTION. The SECTION will
recognize only one voting affiliation at any time
for the purpose of administration.
(3) The SECTION recognizes
the non-affiliated, non-voting membership category of Automation
Community Subscriber to be included in the SECTION's contact lists for
SECTION activities and communications only. They do not have voting or
other parliamentary rights.
(4)
The membership category of Student Member
does not have voting or other parliamentary rights.
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 to affiliate with the SECTION; a SOCIETY member may be a voting
member of only one SOCIETY section at a time.
(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 (OFFICERS)
of the SECTION shall be: President
President-Elect
Secretary Treasurer
(2) The SECTION Executive
Committee (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.
(3) Only members of the
SECTION who are members of the SOCIETY in good standing may serve on the
Executive Committee.
(4) For reasonable cause to
believe that any Officer or chairman of Standing Committees or Special
Committees shall be unable or unwilling to faithfully and responsibly
carry out the proper duties of office, they may be immediately removed
from office or chairmanship by the following:
(a) Office of President: at the
request of a member of the SECTION Executive Committee or petition of
five (5) or more of the SECTION members; and having the concurrence of
two-thirds (2/3) affirmative vote of the SECTION Executive Committee.
(b) Remaining SECTION Officers:
At the request of the President, or a member of the SECTION Executive
Committee, or petition of five (5) or more of the SECTION members; and
having the concurrence of a majority affirmative vote of the SECTION
Executive Committee.
(c) Chairman of any Standing or
Special Committee: At the direction of the President; or upon request
and a majority affirmative vote of the SECTION Executive Committee.
ARTICLE VI - Governance
(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
programming, 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 SECTION 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 SECTION 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 and Automation Community Subscribers, 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 and Automation Community
Subscribers, or by a resolution of the SECTION Executive Committee.
(2) Within ninety (90) 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 communicated 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; subject to the provisions of Bylaws Article
VII(3). The voting period shall be for thirty
days following the communication 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 communication.
ARTICLE IX - Limitation of Section Activities
(1) 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 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 not covered by 501 (c)(3) of
the U.S. Internal Revenue Code shall apply to the SECTION.
Cleveland, Ohio Section of
the International Society of Automation
BYLAWS
ARTICLE I - Membership
(1) 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.
(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.
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
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 serve
consecutive terms, except for an incomplete term begun by the
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 must 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
(a) 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 that 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 recording, duplicating, and communicating 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 (COUNCIL). As a minimum, this means
attendance at the Delegates meeting at the SOCIETY's annual meeting that
generally is held during the Fall Leadership Meeting
. 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 acceptance, in a format that
can be archived, 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.
An announcement
prominently located in the SECTION newsletter 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
communicated 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 by a majority affirmative
vote 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. Where appropriate, the coded position
designated by SOCIETY Headquarters is in the column to the right. The
coded committee chairman positions, along with newly elected officers,
are required to be submitted to the SOCIETY each new fiscal year.
The following is a
list of committees whose chair is a voting member of the SECTION
Executive Committee. They are listed alphabetically. Not all are
required to be filled.
Committee Name
|
ISA Position/Code
|
Remarks
|
Budget and Finance
|
2950
|
|
Education
|
Education (1350)
|
|
Exhibit
|
Exhibit Chair (0430)
|
|
Historian
|
Historian (1990)
|
|
Honors and Awards
|
Honor & Awards (0510)
|
|
Marketing
|
Marketing Chair (1010)
|
|
Membership, Recruitment, and Retention
|
Membership Chair (0790)
|
|
Newsletter
|
Newsletter Editor (2790)
|
|
Program and Arrangements
|
Program Chair (0950)
|
|
Publications
|
Publications Chair (0970)
|
|
Rules
and Procedures
|
2950
|
|
Section/Division Liaison
|
Section-Division Liaison (2850)
|
|
Standards and Practices
|
Standards & Practices (1150)
|
|
Student Section Liaison
|
Student Section Liaison (2870)
|
|
Committee Name
|
ISA Position/Code
|
Remarks
|
WebMaster
|
WebMaster (3420)
|
|
The following is a
list of special committees whose chair is a non-voting member of the
SECTION Executive Committee.
Committee Name
|
ISA Position/Code
|
Remarks
|
Golf
Outing
|
2950
|
|
Science Fair
|
2950
|
|
Social Media
|
2950
|
|
(2) The standing committees
shall each consist of not less than two 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. The Committee chairman shall advise the Executive
Committee in appropriate matters governed by the CONSTITUTION AND BY
LAWS.
(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.
(8) The Newsletter
Committee shall be responsible for providing a monthly newsletter to all
SECTION members. It shall provide an annual solicitation for
advertisements to potential newsletter advertisers. The Committee shall
submit invoices to the advertisers and collect the newsletter
advertising fee. The collected advertising fees shall be submitted to
the SECTION Treasurer for deposit in the SECTION financial account(s).
(9) The
WebMaster Committee shall responsible for
maintaining the SECTION Website.
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 communicated 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 communication 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.
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) Quorums:
(a) At a meeting of the SECTION,
a minimum attendance of 5% of the SECTION voting membership shall
constitute a quorum for the transaction of business including election
of officers.
(b) A
majority of the SECTION Executive Committee shall
constitute a quorum for the
transaction of business at any meeting of the
committee. Where the same individual fills more than one position on the
Executive Committee they are to be considered and counted only once;
thereby reducing the number that constitutes the Executive Committee
appropriately.
(4) 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.
(5) Each member shall be
entitled to one vote on all questions submitted to the membership in the
SECTION. Student Members and Automation Community Subscribers 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.
ARTICLE IX - Finance
(1) The fiscal year shall
be from July 1st of the present year to June 30th
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) The SECTION Executive
Committee shall approve and establish a budget of estimated expenditures
and receipts at the beginning of each fiscal year.
(5) All instruments for the
payment of money by the SECTION shall be drawn in the name of the
SECTION and authorized by the Treasurer or President, with concurrence
by the Treasurer or President or by a member of the Section Executive
Committee authorized by a majority vote of the SECTION Executive
Committee. In no event shall the authorization and concurrence be done
by the same person.
(6) Each member of the
SECTION Executive Committee may 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
appointed by the President.
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
SECTION or the SOCIETY.
(2) Neither the SECTION nor
any officer or member acting on behalf of the SECTION without express
advance approval by the Executive Committee:
(a) May make loans of SECTION
funds to individual or corporation at less than the prevailing rate of
interest or with inadequate security as collateral.
(b) May pay excessive
compensation for rendered services to any individual or corporation.
(c) May 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
(1) 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 votes cast; subject to the provisions of Bylaws Article
VII(3). The new Bylaws shall be communicated
by the secretary to all members in the SECTION eligible to vote. The
voting period shall be for thirty days following the communication 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 communication. Amendments may be proposed by any SECTION
member, OFFICER or the Executive Committee.
ARTICLE XIII- Dissolution
(1) 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.
June 18, 2018