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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 disburse ments 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.

B5.4 The Nominating Committee of each Cound! shall submit their recommendations on or before August 1 to the Secretary of the Institute. The Secretary shall arrange for publication of all nomi nations for the office of director in an official pub lication 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 fore going schedule of nominations and elections, the initial schedule shall be as established by the Board of Directors by resolution.

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) Vice President 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

Article 6 - Councils B6.1 Each Council of the Institute shall discharge the responsibilities set forth in this Article and suck further responsibilities as may be delegated to it by the Board of Directors. Each Council shall periodic ally 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 spec ified hereinafter in this Article. An Institute mem ber is entitled to membership in only one Council of the Institute except as provided in B6.1.2. Se lection 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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for multiple Council membership on the basis of the potential participation of that department or agency in the activities of an additional Council.

B6.1.3 Each Council shall elect from among its members a Chairman and a Vice-Chairman, who shall be nominated and elected in accordance with the Operating Procedures of each Council. Officers shall serve for one (1) year, but shall be eligible for re-election for not more than three (3) consecutive terms. A staff member of the Institute shall serve as non-voting Secretary of each Council. Officers of each Council shall also serve as officers of the Council's Executive Committee.

B6.1.4 Each Council shall establish such Boards and Committees as are considered necessary to accomplish its program.

B6.1.5 The functions, duties, and responsibilities of each Council shall be further defined in the Operating Procedures. The Operating Procedures of each Council and subsequent changes thereto shall be effective when approved by the Board of Directors. The Board may also make changes in any of the Operating Procedures at any time.

B6.1.6 Each Council of the Institute shall schedule a minimum of one (1) meeting each calendar year, at a time and place to be determined by its Executive Committee.

B6.1.6.1 Special meetings of any of the Councils may be called by the Chairman or the Executive Committee of such Council, or shall be called by the Secretary of the Council concerned on petition of ten percent (10%) of the Council membership.

B6.1.7 Notice of the time and place of meetings of any of the Councils shall be given by the Secretary of the respective Council. Such notice shall be given by mail, telegraph, cable, or by delivery in person to each member at least seven days before the meeting. Attendance at the meeting shall be deemed waiver of notice. The notice shall include an agenda of the principal items to be considered, and action shall not be taken by any meeting on matters not specified in the agenda. B6.2 Member Body Council. The Member Body Council shall be responsible, as set forth below, for standards activities of the Institute, and shall discharge its activities in accordance with the objectives of the Institute as specified in the Constitution.

B6.2.1 Approval of USA Standards is delegated to the Member Body Council by the Board of Directors. The Board of Directors retains final authority on all matters pertaining to the procedures of the Institute including the approval of USA Standards, and shall specifically act:

(a) when petitioned by the Executive Committee of the Company Member Council or the Consumer Council to review a standard; or

(b) when a majority of the Board of Directors or its Executive Committee recommends such action

B6.2.2 The Member Body Council responsibilities shall include, but not be limited to, the following:

B6.2.2.1 Be alert to the need for new standards or the re-examination of existing standards in the light of changing conditions.

B6.2.2.2 Establish procedures for the preparation, acceptance, designation, and approval by the Institute of Standards as USA Standards.

B6.2.2.3 In initiating standards projects, first seek action by an organization competent and accepted in the field, or jointly by two or more such organizations. If unable to obtain acceptable action, to designate an equitable and representative Board or Committee to develop the standard, and a separate Board or Committee to review the standard for acceptance and approval as a USA Standard.

B6.2.2.4 Examine standards developed by competent organizations, and qualify them for acceptance and approval as USA Standards under the procedures of the Institute.

B6.2.2.5 Define the scope of proposed standards projects and assign administrative responsibility.

B6.2.2.6 Establish procedures for such certification programs or activities as may be authorized by the Board of Directors.

B6.2.2.7 Stimulate the work of organizations or committees engaged in the development or revision of standards to the end that such work is completed expeditiously and that standards are thus timely and adequate.

B6.2.2.8 Be watchful of the interests of those who may be affected by a particular standards activity so that their views are heard and that a consensus is sought; and that enterprise and initiative are encouraged.

B6.2.2.9 Assure and assign the representation of the United States of America in pertinent international standards development activities concerned with civilian safety, trade, and commerce.

B6.2.2.10 Provide a channel through which another Council, any member, or interested nonmember may request a review of any USA Standard.

B6.2.3 The Member Body Council shall be composed of one representative of each Member Body and governmental member (as defined in B1.2) and desiring representation thereon, and the designee (ex officio, with vote) of the Company Member Council and the Consumer Council.

B6.2.4 The Executive Committee of the Member Body Council shall be the Executive Standards Board and shall be responsible for the administration of all activities under the jurisdiction of the Member Body Council in the interim between meetings of that Council. The Executive Standards Board shall be composed of the Chairman and Vice-Chair

man of the Council and not less than five (5) nor more than twenty-five (25) members elected from the membership of the Member Body Council. They shall serve for a term of three (3) years.

B6.2.5 At any meeting of the Member Body Council the presence of forty percent (40%) of the Council members or authorized alternates shall constitute a quorum. At any meeting of the Executive Standards Board the presence of five (5) representatives or authorized alternates shall constitute a quorum B6.3 Company Member Council. The Company Member Council shall represent the interests of United States industry and commerce in the activi. ties of the Institute and shall promote the welfare of USASI.

B6.3.1 The Company Member Council responsibilities shall include, but not be limited to the following:

B6.3.1.1 Advise the Board of Directors and the Councils of the Institute on behalf of commerce and industry in matters of policy, procedure, and planning.

B6.3.1.2 Promote the interests of the Institute and its acceptance by industry and commerce as well as the public of the United States as the source of approval for standards and undertake appropriate educational projects directed to this objective.

B6.3.1.3 Assist the Board of Directors to obtain an adequate and widely representative body of membership in the Institute and the needed financial support.

B6.3.1.4 Determine the needs of commerce and industry for standards and stimulate action by the Institute to bring about initiation of new standards development activities, to accelerate completion of pending standards projects, and to initiate review and improvement of existing standards.

B6.3.1.5 Provide a channel through which a member of the Institute may petition for a review of any proposed or existing standard.

B6.3.1.6 Assume responsibility for the advancement of United States industry and commerce in international trade through international standards activities; prepare long range plans for cooperation in such international standardization activities as measurement and communications; determine the needs of industry and commerce in the fields of international standards and obtain appropriate action by the Institute.

B6.3.1.7 Provide a forum for the exchange of experience which could lead to improvement of in. dustrial practice through standardization.

B6.3.1.8 Conduct studies or surveys or sponsor research projects leading to the improvement of industrial and commercial practices by proper use of standards or standardization activities, or lead

ing to the initiation of standards activities for in proving methods of communication, identification. and classification for the benefit of United States science, technology, and industry.

B6.3.1.9 Identify areas in which certification programs are needed and obtain appropriate action. Promote acceptance of the certification programs of the Institute.

B6.3.2 The membership of the Company Member Council shall consist of representatives of Company Members or Governmental Members (in accordance with B6.1.2) who elect membership in this Council. and the designee (ex officio, with vote) of the Member Body Council and the Consumer Cound.

B6.3.3 The Company Member Council shal establish an Executive Committee which shall be responsible for the administration of all activities under the jurisdiction of the Company Mernber Council in the interim between meetings of the Council. The Executive Committee shall be com posed of the Chairman and Vice-Chairman of the Council and not less than five (5) nor more than fifteen (15) individuals elected from the membership of the Council.

B6.3.4 At any meeting of the Company Member Council the presence of twenty-five (25) members or authorized alternates shall constitute a quorum. At any meeting of the Executive Committee the presence of five (5) members or authorized alter nates shall constitute a quorum. B6.4 Consumer Council. The Consumer Council shall serve in educational, advisory, and coordinating capacities in order to maintain effective repre sentation of consumers and to protect the interests of consumers in the activities of the Institute

B6.4.1 The Consumer Council shall promote consumer standards and understanding by consumers of the proper function of standards and standardization.

B6.4.1.1 For purposes of this Council a "Consumer" is defined as a person who uses goods or serv ices to satisfy his personal needs and desires rather than to resell them or to produce other goods or services with them.

B6.4.2 The Consumer Council responsibilities shall include, but not be limited to the following:

B6.4.2.1 Provide the Board of Directors with guidance in behalf of consumers on matters of policy. procedure, and planning in support of and advance ment of Institute objectives as expressed in the constitution.

B6.4.2.2 Conduct studies and surveys of con sumer needs for standardization of consumer goods and services.

B6.4.2.3 Make recommendations for develop ment of standards or standards programs important to the advancement of consumer interests.

Standards (if willing to serve) or such other person designated by the Secretary of Commerce, and eight (8) other members of the Council, including two (2) of the representatives from the Member Body Council and two (2) of the representatives from the Company Member Council, and four (4) designated by the Board of Directors, two (2) of whom shall be designees of the Executive Branch of the United States Government pursuant to Section B6.4.3.6.

B6.4.5 At any meeting of the Consumer Council the presence of twenty-five (25) members or authorized alternates shall constitute a quorum. At any meeting of the Executive Committee the presence of five (5) members or authorized alternatives shall constitute a quorum.

B6.4.2.4 Serve the Institute as a contact between the general public, government, and industry in the area of standards for consumer goods, seryices, and environment.

B6.4.2.5 Promote the education of consumers to the end that an awareness may be developed of the objectives, programs, and standards development activities of the Institute which are directed toward the interests of consumers and require their support and encouragement for maximum effectiveness.

B6.4.2.6 Assist the Member Body Council to achieve effective and adequate consumer interest representation in standards development activities.

B6.4.2.7 Provide a channel through which a member of the Institute may petition the Board of Directors or the Member Body Council for a review of any proposed or existing USA Standard.

B6.4.2.8 Identify areas in which certification programs are needed and work to obtain appropriate action. Promote acceptance of the certification programs of the Institute.

B6.4.3 The membership of the Consumer Council shall be composed as follows:

B6.4.3.1 Representatives of those Company Members or Member Bodies or United States Gov. ernment departments and agencies which choose membership in this Council.

B6.4.3.2 Five (5) members of the Member Body Council to be elected by that Council.

B6.4.3.3 Five (5) members of the Company Member Council to be elected by that Council.

B6.4.3.4 Five (5) persons experienced and knowledgeable in the consumer field to be desig. nated by the Board of Directors.

B6.4.3.5 Such other persons as may be desig. nated by majority vote of the entire Executive Committee of the Consumer Council and approved by the Board of Directors.

B6.4.3.6 Five (5) representatives to be designated by the Executive Branch of the United States Government through its Consumer Advisory Council or other such organization.

B6.4.3.7 The Director of the National Bureau of Standards, (if willing to serve), or such other person designated by the Secretary of Commerce.

B6.4.3.8 Membership in the Institute shall not be a requisite for the designees under Sections B6.4.3.5 through B6.4.3.7.

B6.4.4 The Consumer Council shall elect from among its members an Executive Committee which shall be responsible for the administration of all activities under the jurisdiction of the Consumer Council in the interim between meetings of that Council. The Executive Committee shall be composed of the Chairman, and Vice-Chairman of the Council, the Director of the National Bureau of

Article 7 - Meetings B7.1 The Annual Meeting of the Institute shall be held in December, or at such other time prior to the end of the fiscal year as may be determined by the President. The Annual Meeting shall be held at the principal office of the Institute or at such other place as the Board of Directors may determine. B7.2 The Board of Directors shall hold an organization meeting as soon as practicable after the commencement of the fiscal year. Regular meetings shall be held quarterly, upon not less than seven (7) days notice by the Secretary concerning time and place. B7.3 Special meetings of the Institute, or of the Board of Directors, may be called by the President, or the Executive Committee of the Board, or shall be called by the Secretary on petition of twenty percent (20%) of the Board membership. B7.4 Notice of the time and place of the Annual Meeting or of a Special Meeting of the Institute shall be given by the Secretary by mailing a copy thereof and a statement of the purpose of any Special Meeting to each member not less than twenty (20) days before such meeting. The notice shall include an agenda of the principal items to be considered and action shall not be taken at any Special Meeting on matters not specified in the agenda. B7.5 Notice of the time, place, and purpose of Special Meeting of the Board of Directors shall be given by the Secretary of the Institute. Such notice shall be given by mail, telegraph, cable, or by delivery in person to each member at least seven (7) days before the meeting. Attendance at any such meeting shall be deemed waiver of notice. The notice shall include an agenda of the principal items to be considered and action shall not be taken at any Special Meeting on matters not specified in the agenda.

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Article 8- Fiscal Year

B8.1 The fiscal year of the Institute shall be the calendar year.

Article 9 - Parliamentary Procedure B9.1 On questions of parliamentary procedure not covered in these Bylaws, Robert's Rules of Order (latest edition) shall prevail.

Board of Directors shall be circulated by the Secre tary to each member of the Board of Directors at least thirty (30) days before the meeting at which action is to be taken by the Board. If a proposed amendment receives approval by three-fourths (75%) of those present at any meeting of the Board, the Secretary shall cause the proposal with notice of the Board action to be published in an official publication of the Institute, which is sent to all members. If, during the thirty (30) day period fol lowing publication, no objection in writing is re ceived from a voting member of the Institute at the office of the Institute, the proposed change shall become effective at the end of such period. If an objection is received from a voting member during such period, the proposed change shall not be effective unless and until reaffirmed by a majority of the entire Board. Notice of the final disposition of proposed amendments shall be reported in a regular publication of the Institute.

Article 10 – Amendments B10.1 Copies of amendments to these Bylaws, proposed through written petition by any ten (10) members of the Institute or any one member of the

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