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CONSTITUTION Approved by Member Bodies

August 10, 1966

Article 1 – Name

c1.1 The name of this corporation shall be the United States of America Standards Institute, Incorporated, hereinafter referred to as the Institute.

of industry and commerce and (b) maximum com. mon usage of standards of the United States of America;

(8) To be the representative of the United States of America to international standardization organizations concerned with civilian safety, trade, and commerce, except where otherwise provided by treaty;

(9) To serve as a clearinghouse for information on standards and standardization work in the United States of America and of foreign countries.

Article 2 - Purposes

Article 3 - Basic Principles

C3.1 The approval of a standard by the Institute implies a consensus of those substantially concerned with its scope and provisions. In standardization practice a consensus is achieved when substantial agreement is reached by concerned interests according to the judgment of a duly appointed authority. Consensus implies much more than the concept of a simple majority but not necessarily unanimity.

Article 4 - Membership

C2.1 The purposes of the Institute shall be:

(1) To act as the national coordinating institution for voluntary standardization in the United States of America through which organizations concerned with standardization may cooperate in recognizing, establishing, and improving standards of the United States of America based on a consensus of parties at interest, to the end that such standards remain dynamic; that duplication of work is minimized; that promulgation of conflicting standards may be avoided; and that individual enterprise and initiative is encouraged;

(2) To further the voluntary standards movement as a means of

(a) Advancing the national economy;
(b) Benefiting public health, safety, and

welfare;
(c) Facilitating domestic and international

trade and communications and under

standing; (3) To assure that the interests of the public, including consumers, labor, industry, and government, may have appropriate protection and repre. sentation in standardization activity;

(4) To provide the means for determining the need for new standards; to assure activity by existing organizations competent to resolve the need; and to work toward establishment of suitable groups for this purpose where such do not already exist, but not itself to formulate standards;

(5) To promote knowledge and voluntary use of approved standards;

(6) To stimulate the work of existing committees and organizations competent to formulate standards according to suitable criteria for recognition as standards of the United States of America;

(7) To cooperate with departments and agencies of Federal, state, and local governments in achieving (a) optimum compatibility between government codes and standards and the voluntary standards

C4.1 There shall be four classes of Members: Member Bodies, Company Members, Sustaining Members, and Honorary Members. The privileges, responsibilities, and eligibility requirements of members shall be defined in the Bylaws. C4.2 Members shall pay such annual dues and charges for special services and shall have such voting rights as are provided in the Bylaws.

Article 5 - Board of Directors

C5.1 The Board of Directors shall be the govern. ing body of the Institute. The Board may delegate any part of its authority over conduct of the affairs of the Institute. C5.2 The Board of Directors shall be composed of not less than fifteen (15) and not more than forty. five (45) members and shall consist of the President and Vice-Presidents of the Institute, the immediate past President of the Institute, the Chairman of

the Member Body Council, the Chairman of the Company Member Council, and the Chairman of the Consumer Council. The remaining directors shall be elected, and vacancies on the Board shall be filled in accordance with the procedures set forth in the Bylaws.' C5.3 Election of directors shall take place at such intervals and for such terms as are provided in the Bylaws. C5.4 The Board of Directors may elect or appoint an Executive Committee of its members to whom it may delegate authority to act on behalf of the Board in the interim between Board meetings. The Board, may, by resolution, appoint other committees, having such membership, duties, and responsibilities as the Board may consider advisable.

interests of commerce and industry in the work of the Institute, and shall perform such other fox tions as may be delegated to it from time to time by the Board of Directors. C7.4 The Consumer Council shall be constituted as provided in the Bylaws. It shall be response for the representation and protection of the inte ests of the consuming public in the work of the Institute, and shall perform such other functions as may be delegated to it from time to time by the Board of Directors. 07.5 The Councils shall operate under procedures approved by the Board of Directors.

Article 8 – Bylaws

Article 6 - Officers

C8.1 Bylaws shall be adopted which are consistent with this Constitution.

Article 9-Amendments

C6.1 The Institute shall have a President, one or more Vice-Presidents, as specified in the Bylaws, a Secretary, and such other corporate officers as may be prescribed in the Bylaws. Corporate officers may hold more than one office when permitted by the Bylaws. C6.2 The President and the Vice-Presidents shall be elected by the Board of Directors in the manner prescribed in the Bylaws.

Article 7 - Councils

07.1 The Institute shall have Councils including, but not limited to, a Member Body Council, a Company Member Council, and a Consumer Council which shall be organized and function as defined below with such further rights and duties as are set forth in the Bylaws. C7.2 The Member Body Council shall be constituted as provided in the Bylaws. It shall develop and maintain all procedures relating to the preparation, approval, acceptance, and designation of standards, and the constitution of standards boards and committees, and shall perform such other functions as may be delegated to it from time to time by the Board of Directors. 07.3 The Company Member Council shall be constituted as provided in the Bylaws. It shall develop programs to maintain liaison with, and represent the

29.1 Amendments to this Constitution may be pre posed by any ten (10) voting members of the la stitute, or any three (3) members of the Board of Directors, and shall be submitted to the Secretary in writing. The Secretary shall mail a copy of the proposed amendment to each member of the Board of Directors within thirty (30) days of its submis sion and at least thirty (30) days prior to the meet ing of the Board at which the proposed amendment is considered. C9.2 The Board of Directors shall consider but not act upon the proposed amendment at the designated Board Meeting. Action shall be taken by the Board at the next Special or Regular meeting of the Board of Directors. Approval for submission to the voting Members shall be by vote of three-fourths (7541 of those present and voting at such meeting. 09.3 Within thirty (30) days of approval for sub mission by the Board, the Secretary shall submit the text of the proposed amendment, with a state ment of purposes, for letter ballou to the voting members of the Institute. Letter ballot returns shal be closed sixty (60) days from the date of submis sion, and the amendment shall thereupon be effective if approved by two-thirds (664%) of the members voting. C9.4 The Board of Directors, after approval of a proposed amendment as provided in Section 2 may, by majority vote, defer its submission to the voting membership until the next Annual Meeting At least thirty (30) days prior to the next Annual

'11 a Federal Charter is subsequently accepted by the Institute, the Board of Directors will also include the Director of the National Bureau of Standards or the person in the Federal Government who at any future time performs the substantially identical function now performed by him.

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Meeting, the Secretary shall mail the text of the proved by two-thirds (66% %) of the members
proposed amendment, with a statement of purposes, voting.
to the voting members of the Institute. At the
Annual Meeting, it shall become effective imme-
diately, if approved by two-thirds (663%) of the
members voting, in person or by written proxy.

Article 10 - Use of Assets on Dissolution

or Liquidation C9.5 In the event the Board of Directors shall fail to act on or to approve a proposed amendment for c10.1 Upon dissolution or final liquidation of the submission to the voting members by the Secretary corporation, after discharge or satisfaction of all pursuant to the procedures and with the effect set outstanding obligations and liabilities, the remainforth in Sections C9.2, C9.3, or C9.4, upon the written ing assets, if any, shall be distributed in accordpetition of any twenty-five (25) voting members of ance with the determination of the Board of Directors the Institute, the Secretary shall submit the text of the corporation and in compliance with the Con. of the proposed amendment, with a statement of stitution and Bylaws of the corporation and all purposes, for letter ballot to the voting members Federal and state laws applicable thereto, to an of the Institute. Letter ballot returns shall be organization or organizations organized and operated closed sixty (60) days from the date of submission, under Federal or state law for similar educational, and the amendment shall thereupon be effective if ap scientific, or charitable purposes.

BYLAWS

Approved by Board of Directors

August 29, 1966

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Directors present shall be required for the election of an Honorary Member, who shall pay no dues. Election to Honorary Membership shall be for life. B1.6 Other organizations, not clearly defined in B1.2, B1.3, or B1.4 may be admitted to membership in accordance with B1.1 and will be assigned to the appropriate category of membership. B1.7 Each Member Body and Company Member shall have one (1) vote on matters presented to the Institute, and on any Council of which it is a member. Sustaining Members and Honorary Members shall have no vote in such capacity. B1.8 Voluntary termination of membership shall be by notice in writing to the Secretary and shall be effective upon payment of dues for the current calendar half-year. The Board of Directors may, by majority vote of the entire Board, terminate the membership of any member for failure to meet the membership requirements. Membership shall be terminated for failure to pay dues within one year of date of invoice, provided that a first and second notice of delinquency shall have been given.

B1.1 Applicants for membership in the Institute shall subscribe to its purposes and principles, as set forth in its Certificate of Incorporation, Constitution, and Bylaws. By accepting membership in the Institute, each applicant agrees to perform and observe all the provisions of the Certificate of Incorporation, the Constitution, and Bylaws, and to pay promptly all dues, and charges for special services levied in accordance with the Bylaws and the Resolutions adopted from time to time by the Board of Directors.

Upon written application to the Secretary, an applicant may be admitted to membership in the Institute by a vote of three-quarters (75%) of the Board of Directors present and voting at any meeting, or voting on letter ballot. The Board by such vote shall determine the appropriate class of membership of each applicant. B1.2 A Member Body shall be a non-profit technical, professional, scientific, trade, or other membership association or organization which is of national scope and recognition, and which is so organized that in the opinion of the Board of Directors it can properly participate in the development of standards. This class of membership shall also include governmental members, such as a depart. ment or agency of the United States or of any of the States, or an interstate or regional authority or agency, interested in the work of the Institute. B1.3 A Company Member shall be a corporation, company, firm, partnership, or other organization which is engaged in industrial or commercial enterprise or professional, educational, research, testing, or trade activities. A non-consolidated affiliate or joint venture of a corporation, company, firm or partnership may, in the discretion of the Board of Directors, be eligible for membership. B1.4 A Sustaining Member shall be an individual, or organization not otherwise eligible for membership, interested in development of standards. A Sustaining Member, upon expression of substantial interest, may attend meetings of any of the Councils, without vote, at the invitation of its chairman. B1.5 An Honorary Member shall be an individual chosen by the Board of Directors for eminent seryice in carrying out the purposes of the Institute. A unanimous vote of the members of the Board of

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Presidents, the immediate Past President (if willing to serve), and additional Members of the Board of Directors as may be nominated by the President and elected by the Board. The Executive Committee is empowered to act for the Board between meetings of the Board, subject to Board ratification of such actions on behalf of the Board. B3.5 Each person (his heirs, executors, and administrators) shall be indemnified by the Institute against expenses reasonably incurred by him in connection with any action, suit, or proceeding to which he may be made a party by reason of his serv. ing or having served as a member of the Board of Directors, council, or a committee, or as an officer, or employee of the Institute, or of another corporation or organization with which he may serve or have served at the request of the Institute, except in relation to matters to which he shall finally be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his duties. Such expenses shall include the cost of reasonable settlement made with a view to curtailment of litigation. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled as a matter of law.

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Article 3 - Board of Directors B3.1 The Board of Directors of the Institute shall be comprised as follows and its members shall be elected or shall hold their respective offices as hereinafter provided in these Bylaws:

(a) The President (b) Three (3) Vice-Presidents (c) The Director of the National Bureau of Stan

dards if willing to serve (ex officio, with vote) (d) The Chairman of the Member Body Council

(ex officio with vote) (e) The Chairman of the Company Member Coun

cil (ex officio, with vote) (f) The Chairman of the Consumer Council (ex

officio, with vote) (g) Immediate Past President of the Institute (h) Sixteen (16) directors nominated by the Mem

ber Body Council. Of this total normally four (4) directors shall be representatives of Member Bodies which are departments or agencies of the United States Government, except that no department or agency shall have more than one representative on the Board of Directors at any one time under this sub-section. The remainder shall be representative, on an

equitable basis, of the other Member Bodies. (i) Twelve (12) directors nominated by the Com

pany Member Council (j) Four (4) directors nominated by the Consumer

Council (k) Four (4) directors-at-large to be nominated

by the Board of Directors B3.2 Each of the directors designated in Sections B3.1(h) through B3.1(k), nominated and elected pursuant to Article 5 shall serve for a term of four (4) years or until his successor is elected. Directors may serve for a maximum of two consecutive terms. At the Annual Meeting next following the adoption of these Bylaws the term of each director shall be stated by the nominating committees of the Member Body Council, the Company Member Council, the Consumer Council, and the Board of Directors to be one, two, three, or four years, so that one-quarter (25%) of the offices of such directors shall there after be vacated each year. The terms of otficers and elected members of the Board of Directors shall commence at the beginning of the fiscal year. B3.3 The presence of two-fifths (40%) of the members of the Board of Directors shall constitute a quorum at any meeting of the Board. Unless otherwise specified in the Constitution or Bylaws, the Board shall act by majority vote of those present at any meeting at which a quorum is present. B3.4 The Executive Committee of the Board of Directors shall consist of the President, the Vice

Article 4 - Officers

B4.1 The President shall serve as the Chairman of the Board of Directors, and in the event of his absence or incapacity to act the senior Vice-President present shall act as Chairman. B4.2 The President shall serve for a term of one (1) year and each Vice-President shall serve for a term of three (3) years or until his successor is elected, except that at the Annual Meeting next following the adoption of these Bylaws the term of each Vice-President shall be stated by the nominating committee of the Board of Directors to be one, two, or three years, so that one of the offices of VicePresident shall thereafter be vacated each year, The President may serve for a maximum of three (3) consecutive terms and the Vice-Presidents for a maximum of two (2) consecutive terms. B4.3 The Board of Directors shall designate a Managing Director who shall serve at the pleasure of the Board. He shall also serve as Secretary of the Institute and shall be its chief administrative of. ficer. He shall devote his full time to the affairs of the Institute unless otherwise authorized by the Board. The Managing Director may be removed, with or without cause, by the Board of Directors. B4.4 The Board of Directors may designate assistant secretaries from among the administrative per

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