Amended and Approved at the Annual Meeting of the Members on July 12, 2005.
ARTICLE I - NAME
The name of the Corporatoin shall be the International Society of Weighing and Measurement, an Illinois not-for-profit corporation (the "Society").
ARTICLE II - PURPOSE
The purpose of the Society is:
A. To create a better understanding of the importance and scope of the scale industry by the public, thus furthering the welfare of those engaged in weights and measures activities.
B. To make available informaton on the proper use and application of scales which will help industry and commerce achieve their goal of higher standards and greater efficiency.
C. To promote weights and measures work by encouraging legislation which will produce better laws and greater recognition of the Weights and Measures Official.
D. To benefit the membership of the Society by providing an exchange of ideas, a common meeting ground for understanding and cooperation, and an opportunity to keep abreast of technical advancements.
E. To undertake such programs and activities as may be proper to promote and enhance the welfare of the industry.
ARTICLE III - OFFICES
The Society shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office shall be identical with such registered office, and may have such offices within or without the State of Illinois and such other registered agents as the Board of Directors may from time to time determine.
ARTICLE IV - MEMBERSHIP
Section 1. Qualifications. Any person or corporation that is engaged in the manufacture, construction, repair, installation, design, sale or use of weighing or measurement equipment, or who is a Weights and Measures Official, or who is a teacher, or a student of weights and measures, shall be eligible for membership.
Section 2. Membership. There shall be four classes of members in the Society as follows:
A. Active members. Active members have the right to attend all meetings of the Society and to vote on each matter submitted to a vote of the members.
B. Senior members. Membership shall be granted upon application and approval by the Board of Directors at the Society meeting to any Active Member who has paid dues for at least ten years and who is Retired from the weighing and measurement industry. Senior Members have all the rights and privileges of Active Members, but shall not be subject to the payment of dues.
C. Honorary Members. Membership shall be granted upon applicatoin and approval by the Board of Directors at a Board of Directors meeting to any person who has won the gratitude of the Society by some particular interest in the Society or the weighing and measurement industry. Honorary Members may not vote or hold office in the Society and shall not be subject to the payment of dues.
D. Student Members. Membership shall be granted upon application and approval by the Board of Directors to any student enrolled in courses of study related to weighing and measurement. Student members may not vote or hold Society office or be required to pay dues in the Society.
Section 3. Application for Membership. Application for membership shall be made according to procedures which may be adopted from time to time by the Board of Directors.
Section 4. Resignation. Any member may resign from the Society by giving written notice to the Executive Director of the Society. Any member resigning from the Society shall continue to be responsible for and shall pay all dues and charges accrued on or before the date of resignation.
Section 5. Termination of Membership. Membership in the Society may be terminated for cause. Sufficient cause for such termination of membership shall be a violation of the bylaws or any rule or practice of the Society. Expulsion shall be by two thirds (2/3) vote of the entire membership of the Board of Directors; provided, that a statement of the charges shall have been made by certified mail to the last recorded address of the member at least fifteen days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before action is taken by the Board of Directors.
In addition, the membership of any member who becomes ineligible for membership or who shall be 60 days in defaults of any dues or charges shall be terminated automatically. In special circumstances such termination may be delayed by the Executive Committee.
ARTICLE V - MEETINGS OF THE SOCIETY
Section 1. Society Meeting. The Society's meeting of members shall be held at such time, date, and place as the Board of Directors may determine for the purpose of electing society officers and for the transaction of such other business as may come before meeting. Such meeting of the members shall be referred to herein as the "Society meeting."
Section 2. Special Meeting. Special meetings of the members may be called by the President, or by the Board of Directors.
Section 3. Notice. Notice of the day, time, and place of any Society or special meeting shall be delivered not less than five (5) or more than forty (40) days before the date of the meeting to each member entitled to vote at such meeting.
Section 4. Quorum. A simple majority of the voting members present shall constitute a quorum at any meeting of members.
Section 5. Manner of Acting. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by law or these by-laws.
Section 6. Order. The rules contained in Roberts Rules of Order shall govern the Society's meeting in all cases to which they are applicable, and in which they are not inconsistent with these by-laws.
ARTICLE VI - OFFICERS
Section 1. Officers. The officers of the Society shall be a President, Vice President, Secretary, Treasurer, and such other officers may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers are to have the authority and perform the duties prescribed from time to time, by the Board of Directors.
Section 2. Election and Term of Office. The President and Vice President shall be elected biennially by the voting members at the Society Meeting of the membership nearest the expiraton of their term of office and shall serve until their successors have been duly elected and qualified. The Vice President, unless other designated by the Board of Directors, shall hold the offices of both Secretary and Treasurer. All officers shall take office immediately following the close of the Society Conference at which they are elected or appointed. An officer shall serve a two-year term.
Section 3. Removal. Any officer may be removed by a three-fourths (3/4) majroity of the Board of Directors whenever, in its judgment, the best interests of the Society would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Executive Committee until the next meeting of the Board of Directors, at which time the Board shall select an eligible member to fill the vacancy for the remainder of the term.
Section 5. President. The President shall be the principal elected officer of the Society and shall in general direct all of the business and affairs of the Society. The President shall preside at all meetings of the Board of Directors. The President may appoint, with the consent of the Board, standing committees, ad hoc committees, and their respective chairperson, The President shall be ex-officio member of all committees and he/she may sign, with another proper officer of the Society authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws or by statute to some other officer or agent of the Society; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall hold the offices of Secretary and Treasurer. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the Society's records; and keep a register of the post office address of each member which shall be furnished to the Secretary by such member. The Secretary shall perform all duties as from time to time may be assigned by the President or by the Board of Directors. The duties of the Secretary may be assigned by the Board of Directors in whole or in part to the Executive Director.
Section 8. Treasurer. The Treasurer shall keep an account of all monies received and expended by the Society and shall make disbursements authorized by the Executive Committee. All sums received shall be deposited in such Bank, trust company, or other depositories authorized by the Board of Directors. The Treasurer shall oversee the development of the Society's annual budget. The Treasurer shall perform all duties incident to the office of Treasurer and such duties as from time to time may be assigned by the President or by the Board of Directors. The duties of the Treasurer may be assigned by the Board of Directors in whole or in part to the Executive Director.
ARTICLE VII - EXECUTIVE DIRECTOR
The ministerial, administrative, and day-to-day operation of the Society shall be in a salaried staff head or firm retained or appointed by the Executive Committee. The Executive Director shall be responsible to the Executive Committee. The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of "Executive Director." The Executive Director shall have the authority to execute contracts on behalf of the Society as approved by the Board of Directors. The Executive Director shall carry out the duties of the Secretary and Treasurer of the Society. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry out the work of the Society and shall perform such other duties as may be specifed by the Executive Committee. The Executive Director shall be an ex officio, non-voting member of the Board of Directors.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Society shall be managed by the Board of Directors, which shall have supervision, control, and direction of the affairs of the Society, shall determine its policies or changes therein within the limits of these bylaws, shall actively prosecute its purposes, and have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the power granted, appoint such agents as it may consider necessary.
Section 2. Composition, Tenure and Qualifications. The Board of Directors of the Society shall be comprised of the President, the Vice President, the most recent past President, two additional Executive Committee members, and a Division Representative from each of the Divisions. Each Division shall designate its Division Governor as the Division Representative and, in the absence of the Division Governor, shall designate its Lieutenant Governor as the Division Representative. The Executive Director shall be an ex-officio member of the Board without the right to vote. A director shall serve a two-year term.
Section 3. Regular Meetings. The Board of Directors may provide by resolution the time, date, and place for the holding of a regular Society meeting and additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board may be called by or at the request of the President or five directors. Telephone or other electronic conferences shall be considered special meetings.
Section 5. Notice. Notice of any special meeting of the Board shall state the time, date and place of the meeting and shall be given at least five (5) days prior to the date of such meeting.
Section 6. Quorum. A majority of directors shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, a majority of those directors present may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. The act of a majority of the membership present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or these bylaws.
Section 8. Mail or Facsimile Vote. Any action requiring a vote of the Board of Directors may be taken by mail or facsimile balllot and shall be effective upon the unanimous written consent of the Board of Directors.
Section 9. Compensation. Directors, as such, shall not receive any stated compensatoin for their services as directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties.
Section 10. Vacancies. In the event of the death, resignation, removal or incapacity of any Division Representative serving on the Board of Directors, the vacant office shal be filled by the individual replacing the vacating director in the vacating director's Division office. In the event of the death, resignation, removal, or incapacity of the President, Vice President, past President or two additional Executive Committee members, the Board of Directors shall appoint an individual to fill the vacant office. A director selected to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.
ARTICLE IX - COMMITTEES
Section 1. The Executive Committee. The President, the Vice President, the most recent past President, and two (2) additional members shall comprise the Executive Committee and shall be responsible to the Board of Directors. It shall have the power to act on the Board's behalf while the Board is not in session. The two (2) additional members on the Executive Commtitee shall be elected by the Board of Directors at a Board of Directors meeting and shall serve staggered two-year terms. One of these additional members on the Executive Committee shall take office along with the other officers during the year that a Society Conference is held. During the alternate year, the other additional member shall take office on June 1. The President shall be the Chairperson of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Meetings may be called by the President or by any two Executive Committee members. The Executive Director shall be an ex-officio member of the Executive Commtitee without the right to vote.
Section 2. Nominating Committee. The Board of Directors, by resolution adopted by a majority of the directors present, shall appoint a Nominating Committee of not less than three or more than five members to nominate candidates for elective office. The immediate past president will be the chairperson of the Nominating Committee. In the event the immediate past president is unable or unwilling to serve as chairperson of the Nominating Commtitee, the President shall appoint an alternate chairperson. The Committee shall report to the Board of Directors no later than January 1 prior to the Society Meeting the names of the candidates it proposes. Should the Committee fail to report to the Board by that date, the President shall notify the Board of Directors and a new Nominating Committee will be appointed by the President subject to the approval of a majority of the Executive Committee. The newly appointed Nominating Committee shall report to the Board of Directors, no later than February 15 prior to the Society Meeting, the names of the candidates it proposes. Nominations also may be made from the floor of the Society Meeting by any voting member provided that the consent of any nominee has been obtained and presented to the President seven (7) days prior to the Society Meeting.
Section 3. Other Committees. Other committees may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution members of each such committee shall be members of the Society, and the President of the Society shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such members whenever, in their judgment, the best interests of the Society shall be served by such removal.
Section 4. Term of Office. Each member of a committee shall continue as such until the close of the next biennial Society Conference or until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
ARTICLE X - DIVISION ORGANIZATION
Section 1. Qualifications. The Board of Directors may authorize and charter Divisions of the Society and shall establish the terms, conditions, and policies under which they shall be chartered.
Section 2. Officers of the Divisions. Each Division shall have the following officers: Governor, Lieutenant Governor, Chairperson, Vice Chairperson, Secretary-Treasurer, and Sergeant-at-Arms.
Section 3. Election of Officers. Each Division shall elect a Chairperson, Vice Chairperson, Secretary-Treasurer, and Sergeant-at-Arms annually. During the year of a Society Conference, the Division shall have an election prior to the Society meeting held at such Society Conference. The Governor and Lieutenant Governor shall serve for a period of two (2) years or until a replacement has been properly elected and qualified. The Governor shall serve on the Board of Directors for a period of two (2) years, taking office simultaneously with the Society officers.
Section 4. Vacancies. In case of a vacancy occurring in the office of Governor, the elected Lieutenant Governor will automatically take their place. In case a Lieutenant Governor is not available, the Board of Directors will appoint an active member from the Division to serve as Acting Governor until such time as the Division elects a new Governor and Lieutenant Governor.
Section 5. Committees. The Chairperson of each Division shall appoint committees to assist the officers in carrying out the program of the Division.
Section 6. Disqualifications of Divisions. Any Division may be dropped from qualified status by a three-fourths (3/4) majority vote of those present at any meeting of the Board of Directors for failing to maintain the qualifications. Upon disqualifications, all funds in the Division and all Division records of a Division established by the Board of Directors shall be returned to the Society.
Section 7. Meetings. Each Division shall strive to hold at least one meeting each year. Each Division shall conduct itself in all aspects in conformity with the bylaws of this Society.
ARTICLE XI - CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agents or agents of the Society, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officers, agent or agents of the Society, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Secretary-Treasurer and countersigned by the President or a Vice President of the Society.
Section 3. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Bonding. Any officer, director or employee of the Society who handles funds may be required, at the Society's expense, to furnish adequate surety bond approved by the Board of Directors in such amount as the Board shall prescribe.
ARTICLE XII - BOOKS AND RECORDS
The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the name and address of the members entitled to vote. All books and records of the Society may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE XIII - FISCAL MATTERS
Section 1. Fiscal Year. The fiscal year of the Society shall be determined by the Board of Directors.
Section 2. Dues and Assessments. The initial and annual dues for all members of the Society, the time for paying such dues, and other assessments, if any, shall be determined from time to time by the Board of Directors.
ARTICLE XIV - WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the General Not for Profit Corporation Act of the State of Illinois or under the provisions of the Articles of Incorporation or the bylaws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV - AMENDMENTS TO CONSTITUTION AND BYLAWS
These Constitution and Bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of voting members present at any Society or special meeting of members, provided that at least forty (40) days written notice including proposed wording changes, is given of the intention to alter, amend or repeal and to adopt new Consitutions and Bylaws at such meeting.
ARTICLE XVI - INDEMNIFICATION
The Society shall indemnify all officers and directors of the Society to the full extent permitted by the General Not for Profit Corporation Act of the State of Illinois, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the Board of Directors of the Society.
ARTICLE XVII - DISSOLUTION
Upon the dissolution of this Society, and after payment of all indebtedness of the Society, any remaining funds, investments and other assets of the Society, shall be distributed to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3), or Section 501(c)(6) (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of the Society) of the Internal Revenue Code of 1986 or the corresponding provisions of then existing federal laws, as may be determined by vote of the then members of the Society.