Article I: NAME
Section 1- Name
The name of this Association shall be the Central Alabama Section of the American Society for Nondestructive Testing, Inc. (the “Section”), a Section of The American Society for Nondestructive Testing, Inc. (the “Society”).
Article II: TERRORITY AND LOCATION
Section 1- Territory and Location
The Section will operate and serve members within the territory approved by The American Society for Nondestructive for Nondestructive Testing, Inc. (the “Society”), and its Principal Office will be located in such place as determined by the Section’s Board of Directors (the “Board”).
Article III: PURPOSE
Section 1 – Purposes
The Section shall advance the scientific, engineering and technical knowledge in the field of nondestructive testing through education, research and the compilation and dissemination of information useful to the individual and beneficial on the general public, in accordance with the Society’s objectives. Further, the Section will support and adhere to the objectives, code of ethics, and other standards established by the Society.
This Section will serve professional societies to include students of Universities and Colleges of Central Alabama
Section 2 – Restrictions
All policies and activities of the Section are consistent with:
(a) applicable federal, state and local laws and applicable regulation or other requirements; and the Section is established and shall be operated exclusively to promote the common business interest of the nondestructive testing industry within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) and no part of its net earnings shall inure to the benefit of any private individual.
Article IV: MEMBERSHIP
Section 1 - Qualifications for membership and Designation of Members
(a) Membership in the Section is limited to individuals in good standing of the Society who are in compliance with the Society’s rules and regulations and who have paid membership dues to the Society.
(b) Privileges and responsibilities of the various types of membership shall be the same as in the Society with exception of Student Members shall be eligible to vote.
i. The membership of the Section shall consist of the following classes: Individual Members, Honorary Members, Student Members, Military Members, and Retired Members. A Corporate Partner shall have the privilege of designating three (3) persons as Individual Members. Those members eligible to vote on appropriate society matters (the “Voting Members” herein) consist of the following classes: Individual, Honorary, Students, Military and Retired.
Section 2- Delinquency, Suspension and Termination of Membership
Revocation or suspension of membership by the Society shall automatically constitute revocation or suspension of membership in the Section.
The Section’s Board may terminate the membership of any member of the Section, which may be permanent, temporary or conditional on terms specified by the Board. Any member whose membership is in jeopardy shall be provided with advanced written notice for the proposed termination, an opportunity to contest the proposed termination in writing or in person before the Board, and final written notice of the Board’s Decision. The decision of the Board shall be final.
Section 3 – Meetings
Meetings of the membership are held at least one time(s) per year, at time(s) and place(s) determined by the Board of Directors.
The annual business meeting of the Voting Members shall take place at such time and location as determined by Board of Directors.
Special meetings of the Section may be called by the Board upon receiving a written petition requesting such meeting, endorsed by at least five percent (5%) of the Members in good standing of the Association.
Section 4 - Notice of Meetings
Notice of each meeting shall be given to each Voting Member at least 10 days nor more than 50 days prior to such meetings by postal or other delivery, facsimile, e-mail, or any other electronic means.
Notice of the time, place, and purposes of any meeting of the Members may be waived in writing either before or after the holding of the meeting. The attendance of any Member at any such meeting without protesting the lack of proper notice prior to or at the commencement of the meeting shall be deemed to be a waiver of notice of the meeting by the Member.
Section 5 – Quorum
A quorum at any meeting shall be at least ten percent (10%) of the Members.
Section 6 – Voting Rights of Member
Whenever the members must vote on a matter under these Bylaws or otherwise, this section will apply. A majority of the members voting where a quorum is present carries an action.
Members may vote without a meeting in elections or on any matter presented by the Board of Directors where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means.
Article V – Board of Directors
Section 1 - Authority and Duties
The Board of Directors (Board) shall have general supervision of the affairs of the Section. It is the Board of Directors’ duty to carry out the objectives and purposes of the Section as set forth by the Society, and to this end the Board of Directors may exercise all powers of the Section. The Board of Directors is subject to the restrictions and obligations set forth in these Bylaws.
Section 2 – Composition
The number of The Board of Directors shall be (9) nine and is composed of the Officers of the Section, Ex Officio Director and (4) four Directors elected by the membership. All Directors and nominees shall be Voting Members of the Section. The number of Directors shall may be changed from time to time by an amendment to the Bylaws; provided, however, that at all times there shall be no less than three (3) Directors
Section 3 - Election
Directors are elected by a majority of the members voting where a quorum is present. The Board of Directors shall set forth the procedures for how candidates are nominated and elected.
Section 4 - Term of Office
Each elected director shall serve a term of two-years (2) beginning at the adjournment of the annual meeting at which he is elected: Terms of each director shall be staggered so that at least two (2) directors are elected each year.
Section 5 – Vacancies
Vacancies among Directors are filled, for the balance of the term, by the Board of the Directors.
Section 6 - Meetings and Voting
(a) Meetings of the Board of Directors are called by the Chairman. Meetings may be held telephonically or electronically as long as each Director can hear the others.
(b) A majority of Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present. Proxy voting by Directors is not permitted.
(c) Directors may vote without a meeting on any matter if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, all of the directors or all of the members of the committee of directors, as the case may be.
(d) Regular Directors' Meetings: The Board may provide, by resolution, the time and place for the holding of regular meetings of the Board, without notice, other than that provided by such solution. Board of
(e) Written notice of special meetings shall be given to each member of the Board no less than ten (10) nor more than fifty (50) days prior to such meetings. The notice will be provided though written or electronic means, and shall be deemed given when placed in the US Mail or transmitted electronically to the most recent address of the Board member as contained in the record of the Section.
(f) Notice of the time, place, and purposes of any meeting of the Board may be waived in writing either before or after the holding of the meeting. The attendance of any Board member at any such meeting without protesting the lack of proper notice prior to or at the commencement of the meeting shall be deemed to be a waiver of notice of the meeting by the Board.
Section 7 - Removal
A Director may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) a majority of the full Board of Directors, with the Director proposed to be removed not voting. If the Director proposed to be removed is provided with advance written notice including the reason for the proposed removal, the Director must have an opportunity to contest the proposed removal in writing or in person, and final written notice of the removal decision. A Director may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as a Director, where such person is also an Officer of the Section, automatically results in that person’s removal or resignation as an Officer.
Section 8 - Compensation
Directors do not receive compensation for their services but may be reimbursed for reasonable expenses.
ARTICLE VI: OFFICERS
Section 1 – Composition and Duties
The officers of the Section shall consist of a Chair, Vice-Chair, Treasurer and Secretary. The duties of the officers are as their titles reasonably indicate or as customarily listed in Robert's Rules of Order, Revised edition.
(a) The Chair shall have general administrative charge of the affairs of the Section and shall preside over the meetings of the Section. The Chair shall appoint chairmen of all committees.
(b) The Vice-Chair shall act for the Chair in the latter’s absence.
(c) The Treasurer shall receive, disburse and account for all funds belonging to the Section. The treasurer shall present at the annual meeting a verified report of the financial status of the Section as of the end of the previous fiscal year and said statement will be filed with the Society.
(d) The Secretary shall transcribe minutes of all meetings and attend to Section correspondence as required.
Section 2 – Election
All Officers and nominees shall be Voting Members of the Section. Officers are elected annually by the Board of Directors and shall serve for one year term. Officers may be elected for successive terms.
Section 3 - Term of Office
Each elected officers shall serve a term of one (1) year beginning at the adjournment of the annual meeting at which he is elected.
Section 4 - Vacancies
Vacancies among the Officers are filled, for the balance of the term of office, by the Board of Directors.
Section 5– Removal or Resignation
Any officer may be removed from office by the affirmative vote of a majority of the Board of Directors. An Officer may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as an Officer, where such person is also a Director of the Section, automatically results in that person’s removal or resignation as a Director.
Section 6 – Compensation
Officers do not receive compensation for their services but may be reimbursed for reasonable expenses.
ARTICLE VII: COMMITTEES
Section 1 - Formation of Committee; Power of Committees
The Board of Directors may establish various committees to carry on the affairs of the Section. The creation of a committee shall be approved by a majority of the Directors voting where a quorum is present. The composition of each committee and manner of election of its members shall be determined by the Board of Directors. The rules in these Bylaws governing the Board of Directors also apply to committees of the Board of Directors.
ARTICLE VIII – NONE RESPONSIBILITY OF THE SECTION
Section 1 - None Responsibility of The Section
The society shall not be responsible for any personal views, theories, or statements advanced in authored paper, articles, or discussions presented at its meeting or set forth in any of its publication
ARTICLE IX – MISCELLAEOUS
Section 1- Charter
The Section, its Officers, Directors, and agents must conform with and maintain its charter and all Section affiliation requirements imposed by the Society.
Section 2- Books and Records
The Section must keep books and records of its financial accounts, meeting minutes, and membership list (with names and addresses) at its Principal Office. The Section will make those books and records available to the Society at any time. The Section is responsible for filing its annual 990 (or 990-EZ or 990-n, as applicable) with the Internal Revenue Service.
Section 3 - Fiscal Year
The fiscal year of the Section is July 1st through June 30th.
Section 4 - Annual Report to the Society
The Section will submit an Annual Report to the Society each year, which includes list of elected Officers and Directors and any other document or report required by the Society.
Section 5 - Conflict-of-Interest Policy
The Board of Directors shall adopt a conflict-of-interest policy that applies to all Officers and Directors of the Section.
Section 6 - Amendments
Amendments to these Bylaws are made by (a) a majority of the members voting where a quorum is present, or (b) three-quarters of the full Board of Directors.
Section 7- Assets of Section and Dissolution
Upon dissolution of the Section, all of its assets and property of every nature and description remaining after the payment of all liabilities and obligations of the Section (but not including assets held by the Section upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution) shall be paid over and transferred to The American Society for Nondestructive Testing, Inc., a Section 501(c)(3) organization, or if the Society is no longer in existence to one or more organizations which engage in activities substantially similar to those of the corporation and which are then qualified for exemption from federal income taxes as organizations described in another Section 501(c)(6) or Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent federal tax laws).
Section 8 - Parliamentary Authority
All questions of parliamentary procedures shall be determined at all meetings of the Section in general, or the Board, by the latest edition of Robert’s Rules of Order except as they may be in direct conflict with other provisions of these By-Laws.