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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.

Article 6 - Officers

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

C7.1 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.

C7.3 The Company Member Council shall be constituted as provided in the Bylaws. It shall develop programs to maintain liaison with, and represent the

'If 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.

interests of commerce and industry 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.

C7.4 The Consumer Council shall be constituted as provided in the Bylaws. It shall be responsible for the representation and protection of the interests 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.

C7.5 The Councils shall operate under procedures approved by the Board of Directors.

Article 8- Bylaws

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

Article 9-Amendments

C9.1 Amendments to this Constitution may be proposed by any ten (10) voting members of the Institute, 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 submission and at least thirty (30) days prior to the meeting 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 (75%) of those present and voting at such meeting. C9.3 Within thirty (30) days of approval for submission by the Board, the Secretary shall submit the text of the proposed amendment. with a statement of purposes, for letter ballo to the voting members of the Institute. Letter ballot returns shall be closed sixty (60) days from the date of submission, and the amendment shall thereupon be effective if approved by two-thirds (66%%) of the members voting.

C9.4 The Board of Directors, after approval of a proposed amendment as provided in Section C9.2, 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

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

C9.5 In the event the Board of Directors shall fail to act on or to approve a proposed amendment for submission to the voting members by the Secretary pursuant to the procedures and with the effect set forth in Sections C9.2, C9.3, or C9.4, upon the written petition of any twenty-five (25) voting members of the Institute, the Secretary shall submit the text of the proposed amendment, with a statement of purposes, for letter ballot to the voting members of the Institute. Letter ballot returns shall be closed sixty (60) days from the date of submission, and the amendment shall thereupon be effective if ap

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BYLAWS

Approved by Board of Directors August 29, 1966

Article 1 - Membership

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 department 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 service in carrying out the purposes of the Institute. A unanimous vote of the members of the Board of

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.

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B2.1 Membership dues shall be established by resolution approved by three-fourths (75%) of the entire Board of Directors.

B2.2 The Board of Directors shall:

(a) determine regular services, including publi

cations, to which a member shall be entitled (b) define those services, facilities, and materials which shall be subject to charges by the Institute, and determine the amount to be paid for such services

B2.3 Acceptance by the Institute of gifts, grants, or funds, other than those received for dues and services defined in B2.2, shall be subject to the approval of a majority of the entire Board of Directors. B2.4 The Board of Directors shall:

(a) establish an annual budget

(b) authorize acceptable accounting and disbursement procedures for all funds under the jurisdiction of the Institute

(c) require an annual audit

(d) arrange at Institute expense for the bonding of appropriate personnel of the Institute

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 Standards 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 Council (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 Member 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 Company 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 thereafter be vacated each year. The terms of officers 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

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.

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

sonnel of the Institute to serve in the place and stead of the Secretary.

B4.5 The Secretary or his designated assistant secretary shall attend all meetings of the Board of Directors, without vote, and shall be responsible for maintaining a record of their proceedings as prescribed by the Board of Directors.

B4.6 The Managing Director shall have the care and custody of all funds and securities of the Institute subject to the direction and control of the Board of Directors. He shall keep or cause to be kept full and accurate accounts of receipts and disbursements and shall report thereon to the Board of Directors and to the members of the Institute from time to time as directed by the Board.

Article 5-Nominations and Elections of Officers and Directors

B5.1 The positions of President, Vice-President, and elected members of the Board of Directors shall be filled as follows:

B5.1.1 The President shall on or before June 1 of each year appoint a nominating committee of not less than five (5) members from the Board membership which shall submit nominations for the office of President, one (1) Vice-President, and one (1) director-at-large. The nomination of the directorat-large shall be submitted to the Secretary on or before August 1. Nominations may also be made by petition of four or more directors. The Board of Directors shall elect the President and one (1) VicePresident at the last regular or special meeting of the Board held prior to the end of the fiscal year. B5.2 Vacancies in the offices of President, VicePresident, or of a director-at-large shall be filled by the Board of Directors for the balance of the unexpired term. Vacancies in the office of other elected members of the Board shall be filled by the Board of Directors from the Council which nominated the director whose office is vacant.

B5.3 The Chairman of each Council shall, on or before June 1 of each year appoint a Nominating Committee of not less than five (5) members from the Council membership. Each Nominating Committee shall prepare its nominations for the office of director as follows:

B5.3.1 Member Body Council

Four (4) directors | one of whom shall be a representative of a Department or Agency of the United States Government if eligible in accordance with Article B3.1(h).

B5.3.2 Company Member Council

Three (3) directors

B5.3.3 Consumer Council

One (1) director

B5.4 The Nominating Committee of each Council shall submit their recommendations on or before August 1 to the Secretary of the Institute. The Secretary shall arrange for publication of all nominations for the office of director in an official publication of the Institute, or by mail to the members of the Councils, not later than September 15. B5.5 Nominations for the office of director may also be made by written petition signed by fifteen (15) or more members of a Council for a vacancy to be filled by the Council of which they are members, and for a director-at-large. Nominating petitions must be filed with the Secretary of the Institute not later than October 15.

B5.6 The Secretary of the Institute shall prepare a letter ballot which will set forth all the nominations for director from the Nominating Committees and by petition. The letter ballot shall be mailed to the last known address of all voting members of the Institute, on or before November 1. All ballots returned to the Institute on or before November 25 shall be counted, and the nominees receiving a plurality of the votes shall be elected. If prior to the Annual Meeting next following the adoption of these Bylaws, it shall not be practicable to comply with the foregoing schedule of nominations and elections, the initial schedule shall be as established by the Board of Directors by resolution.

Article 6-Councils

B6.1 Each Council of the Institute shall discharge the responsibilities set forth in this Article and such further responsibilities as may be delegated to it by the Board of Directors. Each Council shall periodically report to the Board on its activities.

B6.1.1 Each Council shall be composed of one (1) representative of each member of such Council, and representatives of such other Councils as are specified hereinafter in this Article. An Institute member is entitled to membership in only one Council of the Institute except as provided in B6.1.2. Selection of membership in a Council shall be for a minimum of one (1) year. Each representative shall be selected by the Member or Council he represents. and shall be entitled to one (1) vote. Representatives shall serve for terms not to exceed three (3) years. and shall be eligible for re-election.

B6.1.1.1 An alternate for each representative may, if desired, be selected. He shall have all the privileges of the representative, except that he shall vote only in the absence of the representative.

B6.1.2 United States Government departments or agencies qualified for membership on more than one Council may apply to the Board of Directors

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