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By-Laws

ISA Denver Section

Constitution & Bylaws

Adopted April 18, 1983

Amended April 15, 1985

Amended May 27, 2009

Constitution

Article I – Name

(1) The name of this organization shall be: INTERNATIONAL SOCIETY OF

AUTOMATION, DENVER SECTION, a non-profit corporation organized

in the state of Colorado, hereinafter referred to as the SECTION.

(2) The SECTION shall maintain affiliation with the 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 and control 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:

o Student Member

o Virtual Student Member

o Member

o Senior Member

o Fellow

o Life Member

o Life Senior Member

o Life Fellow

o Honorary

(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 purposes 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

Vice President

Secretary

Treasurer

(2) The SECTION Executive Committee shall consist of the Officers, the immediate

Past President, and the chairs 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 the control of the affairs, property,

and funds of the SECTION shall be vested in the Executive Committee, except as

may be otherwise provided by this Constitution and Bylaws.

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

SECTION.

Article VII – SOCIETY Representatives

(1) The SECTION president shall serve as Delegate to the District 8 Council and

Council of Society Delegates meeting(s) representing the views of the SECTION

member, and shall keep the SECTION informed of the policies and actions of the

Council and shall serve as a voting member of the Council.

(2) Under the ISA Bylaws, each Section is obligated to appoint their delegate to the

Council of Society Delegates, Proxies are not permitted; however, if the

SECTION president cannot attend the Council meeting, as Section President, he

may appoint an alternate Delegate.

(3) The SECTION president shall appoint an alternate delegate to the District 8

Council meeting or any other meeting if he cannot attend.

Article VIII – Amendment of the Constitution

(1) Amendment of this Constitution may be proposed by a petition signed by one or

more of the 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 for or against the

reasons, 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 – Limits 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 revenue regulations of a governing body outside the

U.S. 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 Senior 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.

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 have been members in the SECTION, in good standing, for at

least one year prior to their election to office, or have been nominated by a

majority vote of the Executive Committee and confirmed by a vote of the

SECTION Membership. This does not apply during the SECTION’s first year in

existence.

(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

Executive Committee and confirmed by a vote of the SECTION

begun by his predecessor, or as recommended by a majority vote of the

Membership.

(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.

(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 Vice President will

fill the office of President if it becomes vacant.

(5) Duties of the Officers and Society Delegates

(a) The President shall be the executive head of the SECTION and shall sit as

(b) The Vice President shall, upon resignation or inability of the President to

chair 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.

serve, become President of the SECTION and shall perform duties of the

President in case of the President’s absence.

(c) The Vice President shall assist the President and fill in for the President as

(d) The Treasurer shall be the financial officer of the SECTION; shall keep

necessary.

complete records of all monies received and disbursed by or on behalf of

the SECTION; shall secure proper receipts of all monies disbursed; shall

report to the SECTION Executive Committee the financial condition

whenever requested; 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 for any special

appropriations approved by the SECTION Executive Committee; shall

arrange for fidelity bond coverage of all officers who are responsible for

the assets of the SECTION: shall secure adequate liability and property

damage insurance coverage for the SECTION, its officers, and members

while on SECTION business, or serving on standing or special committees

and acting in their officially assigned duties. Within ninety days following

(e) The Secretary shall act as recording and corresponding secretary; shall

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 terms 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.

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 meetings; shall receive all

monies forwarded by the SOCIETY and turn said monies over to the

Treasurer; shall certify all bills upon order of the SECTION Executive

Committee for payment by the Treasurer; shall arrange for typing,

duplicating, and mailing of committee reports and/or special

announcements, as required.

(f) The SOCIETY 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 Leadership Meeting immediately prior to 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 twelve

weeks before the annual general meeting. This committee shall consist of

members of the SECTION including the immediate Past President as

Chair. Other members of the SECTION Executive Committee shall be

excluded.

(b) The Nominating Committee shall nominate at least one member each for

President, Vice President, Treasurer, and Secretary securing written

acceptance from each nominee. In the absence of a full slate from the

Nominating Committee, the SECTION Executive Committee shall be

empowered to make such nominations as

(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) Within one week after the deadline for nominations, a letter, or email,

(b) The ballots shall be returned to the Election Committee

(c) In the event of a tie vote, the SECTION Executive Committee shall decide

(d) The SECTION President shall notify SOCIETY Headquarters of those

ballot shall be sent to each MEMBER not in arrears for dues containing

the names of candidates to be voted upon and indicating which candidates

are the nominees of the Nominating Committee.

composed of three members and appointed by the President. The

presiding officer shall declare elected those candidates who have received

a majority of the votes cast for each office. The Election Committee shall

report the results of the balloting at the annual meeting.

between the tied candidates by secret ballot.

elected as officers and delegates and those selected as chairs of the

standing committees 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 newly elected

President of the SECTION acting as chair, 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

(Other Committees – Optional)

(2) The standing committees shall each consist of not less than three members. The

chair 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 determined 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 itself 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 and 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 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 regular

technical meeting programs. It shall arrange for the speakers, slides, motion

pictures, etc., and other necessary facilities. It will serve as host to the speakers

during their visits within the geographical of the SECTION to the meeting.

(4) The Budget and Finance Committee shall consist of the President, Vice President,

Secretary, Treasurer, and immediate Past President. The Treasurer shall serve as

Chair. 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 sub-sections in adjacent areas; and will

counsel with the District Vice President regarding such establishments.

(6) The Publicity Committee shall develop media and contacts 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 VI – 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) In order to maintain an active status with the SOCIETY, a minimum of three

regular meetings of the SECTION shall be held each year except during June,

July, and August, for the discussion of subjects pertinent to the objectives of the

SOCIETY. Dates and meeting places of regular meetings are to be determined by

the SECTION Executive Committee. At least three-fourths 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 Vice President, 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 so that they are received at least one week prior to the

date of each meeting indicating in said notice the nature and purpose of the

meeting.

(5) Regular meetings of the SECTION Executive Committee shall be held each

month in such time and place as designated by the President.

(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, 10% of the SECTION membership shall

(b) A majority of the SECTION Executive Committee shall constitute a

constitute a quorum for the transaction of business or

quorum for the transaction of business at any meeting of the

committee. One of the majority SHALL be either the SECTION President

or SECTION Vice President.

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. In no case shall any member have more than one

vote.

(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.

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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 30th.

(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 the 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 and counter-signed by the

President, or Vice President, or Secretary. In no event shall the signing and

countersigning be done by the same person, nor shall the recipient of the payment

sign or countersign the instrument of payment.

(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 expense related to that office in the SECTION. This

does not apply to persons found negligent in the 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 or 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 International Society of

Automation.

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

behalf of the SECTION:

(a) Shall make loans of SECTION funds to any individual or

(b) Shall pay excessive compensation for rendered services to

(c) Shall sell or transfer securities owned by the SECTION to any individual

corporation at less that the prevailing rate of interest or with

inadequate security as collateral.

any individual or corporation.

or corporation for less than the prevailing market value thereof at the time

of such sale or transfer.

(3) The SECTION’s Constitution and Bylaws shall not be in conflict with the

Constitution and Bylaws of the SOCIETY. The SECTION and members shall

abide by the Constitution and Bylaws of the SECTION.

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 – Amendments of Bylaws

(1) The SECTION Executive Committee shall when necessary initiate action to

amend the Bylaws so that the 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 constitutional

amendment.

(2) Those 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 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.

.

ISA Denver Section

Constitution & Bylaws

Adopted April 18, 1983

Amended April 15, 1985

Amended May 27, 2009

Constitution

Article I – Name

(1) The name of this organization shall be: INTERNATIONAL SOCIETY OF

AUTOMATION, DENVER SECTION, a non-profit corporation organized

in the state of Colorado, hereinafter referred to as the SECTION.

(2) The SECTION shall maintain affiliation with the 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 and control 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:

o Student Member

o Virtual Student Member

o Member

o Senior Member

o Fellow

o Life Member

o Life Senior Member

o Life Fellow

o Honorary

(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 purposes of administration.

1

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

Vice President

Secretary

Treasurer

(2) The SECTION Executive Committee shall consist of the Officers, the immediate

Past President, and the chairs 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 the control of the affairs, property,

and funds of the SECTION shall be vested in the Executive Committee, except as

may be otherwise provided by this Constitution and Bylaws.

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

SECTION.

Article VII – SOCIETY Representatives

(1) The SECTION president shall serve as Delegate to the District 8 Council and

Council of Society Delegates meeting(s) representing the views of the SECTION

member, and shall keep the SECTION informed of the policies and actions of the

Council and shall serve as a voting member of the Council.

2

(2) Under the ISA Bylaws, each Section is obligated to appoint their delegate to the

Council of Society Delegates, Proxies are not permitted; however, if the

SECTION president cannot attend the Council meeting, as Section President, he

may appoint an alternate Delegate.

(3) The SECTION president shall appoint an alternate delegate to the District 8

Council meeting or any other meeting if he cannot attend.

Article VIII – Amendment of the Constitution

(1) Amendment of this Constitution may be proposed by a petition signed by one or

more of the 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 for or against the

reasons, 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 – Limits 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 revenue regulations of a governing body outside the

U.S. 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 Senior Member,

and Life Fellow.

(2) Any member of the SOCIETY having voting affiliation with

3

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 have been members in the SECTION, in good standing, for at

least one year prior to their election to office, or have been nominated by a

majority vote of the Executive Committee and confirmed by a vote of the

SECTION Membership. This does not apply during the SECTION’s first year in

existence.

(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

Executive Committee and confirmed by a vote of the SECTION

begun by his predecessor, or as recommended by a majority vote of the

Membership.

4

(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.

(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 Vice President will

fill the office of President if it becomes vacant.

(5) Duties of the Officers and Society Delegates

(a) The President shall be the executive head of the SECTION and shall sit as

(b) The Vice President shall, upon resignation or inability of the President to

chair 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.

serve, become President of the SECTION and shall perform duties of the

President in case of the President’s absence.

(c) The Vice President shall assist the President and fill in for the President as

(d) The Treasurer shall be the financial officer of the SECTION; shall keep

necessary.

complete records of all monies received and disbursed by or on behalf of

the SECTION; shall secure proper receipts of all monies disbursed; shall

report to the SECTION Executive Committee the financial condition

whenever requested; 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 for any special

appropriations approved by the SECTION Executive Committee; shall

arrange for fidelity bond coverage of all officers who are responsible for

the assets of the SECTION: shall secure adequate liability and property

damage insurance coverage for the SECTION, its officers, and members

while on SECTION business, or serving on standing or special committees

and acting in their officially assigned duties. Within ninety days following

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(e) The Secretary shall act as recording and corresponding secretary; shall

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 terms 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.

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 meetings; shall receive all

monies forwarded by the SOCIETY and turn said monies over to the

Treasurer; shall certify all bills upon order of the SECTION Executive

Committee for payment by the Treasurer; shall arrange for typing,

duplicating, and mailing of committee reports and/or special

announcements, as required.

(f) The SOCIETY 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 Leadership Meeting immediately prior to 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 twelve

weeks before the annual general meeting. This committee shall consist of

members of the SECTION including the immediate Past President as

Chair. Other members of the SECTION Executive Committee shall be

excluded.

(b) The Nominating Committee shall nominate at least one member each for

President, Vice President, Treasurer, and Secretary securing written

acceptance from each nominee. In the absence of a full slate from the

Nominating Committee, the SECTION Executive Committee shall be

empowered to make such nominations as

(c) Nominations for any office may also be made by any

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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) Within one week after the deadline for nominations, a letter, or email,

(b) The ballots shall be returned to the Election Committee

(c) In the event of a tie vote, the SECTION Executive Committee shall decide

(d) The SECTION President shall notify SOCIETY Headquarters of those

ballot shall be sent to each MEMBER not in arrears for dues containing

the names of candidates to be voted upon and indicating which candidates

are the nominees of the Nominating Committee.

composed of three members and appointed by the President. The

presiding officer shall declare elected those candidates who have received

a majority of the votes cast for each office. The Election Committee shall

report the results of the balloting at the annual meeting.

between the tied candidates by secret ballot.

elected as officers and delegates and those selected as chairs of the

standing committees 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 newly elected

President of the SECTION acting as chair, 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

(Other Committees – Optional)

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(2) The standing committees shall each consist of not less than three members. The

chair 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 determined 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 itself 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 and 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 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 regular

technical meeting programs. It shall arrange for the speakers, slides, motion

pictures, etc., and other necessary facilities. It will serve as host to the speakers

during their visits within the geographical of the SECTION to the meeting.

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(4) The Budget and Finance Committee shall consist of the President, Vice President,

Secretary, Treasurer, and immediate Past President. The Treasurer shall serve as

Chair. 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 sub-sections in adjacent areas; and will

counsel with the District Vice President regarding such establishments.

(6) The Publicity Committee shall develop media and contacts 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 VI – 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) In order to maintain an active status with the SOCIETY, a minimum of three

regular meetings of the SECTION shall be held each year except during June,

July, and August, for the discussion of subjects pertinent to the objectives of the

SOCIETY. Dates and meeting places of regular meetings are to be determined by

the SECTION Executive Committee. At least three-fourths 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 Vice President, or

by any three members of the SECTION Executive Committee or by ten or more

members in the SECTION upon reasonable notice.

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(4) The Secretary shall mail or cause to be mailed notices of time and place of each

meeting to all members so that they are received at least one week prior to the

date of each meeting indicating in said notice the nature and purpose of the

meeting.

(5) Regular meetings of the SECTION Executive Committee shall be held each

month in such time and place as designated by the President.

(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, 10% of the SECTION membership shall

(b) A majority of the SECTION Executive Committee shall constitute a

constitute a quorum for the transaction of business or

quorum for the transaction of business at any meeting of the

committee. One of the majority SHALL be either the SECTION President

or SECTION Vice President.

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. In no case shall any member have more than one

vote.

(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.

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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 30th.

(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 the 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 and counter-signed by the

President, or Vice President, or Secretary. In no event shall the signing and

countersigning be done by the same person, nor shall the recipient of the payment

sign or countersign the instrument of payment.

(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 expense related to that office in the SECTION. This

does not apply to persons found negligent in the 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 or independent accountant appointed by the President and approved by

the SECTION Executive Committee.

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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 International Society of

Automation.

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

behalf of the SECTION:

(a) Shall make loans of SECTION funds to any individual or

(b) Shall pay excessive compensation for rendered services to

(c) Shall sell or transfer securities owned by the SECTION to any individual

corporation at less that the prevailing rate of interest or with

inadequate security as collateral.

any individual or corporation.

or corporation for less than the prevailing market value thereof at the time

of such sale or transfer.

(3) The SECTION’s Constitution and Bylaws shall not be in conflict with the

Constitution and Bylaws of the SOCIETY. The SECTION and members shall

abide by the Constitution and Bylaws of the SECTION.

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 – Amendments of Bylaws

(1) The SECTION Executive Committee shall when necessary initiate action to

amend the Bylaws so that the 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 constitutional

amendment.

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(2) Those 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 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.

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