ISA Denver Section
Constitution & Bylaws
Adopted April 18, 1983
Amended April 15, 1985
Amended May 27, 2009
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 Senior Member
o Life Member
o Life Senior Member
o 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 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:
(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
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
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
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.
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
(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
(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
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
(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
(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
Rules and Procedures Committee(including Historian)
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
(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
(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
(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
(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.
(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
(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
(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
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
(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
(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
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.